Edp Integrated Report 2022 - Website Version
Edp Integrated Report 2022 - Website Version
Edp Integrated Report 2022 - Website Version
This report account the guidance provided by the European Securities and Markets Authority (ESMA)
through the updated version of the ESEF Reporting Manual.
EDP - Energias de Portugal, S.A. (“EDP”), has its head office in Lisbon, Avenida 24 de Julho 12 This report covers the calendar year 2022 and has been structured in five major blocks:
and its shares listed on the Euronext Lisbon stock exchange. The group’s businesses are
currently focused on the generation, transmission, distribution and supply of electricity and • Part I – Management Report
supply of natural gas. Although complementary, the group also operates in related areas such Includes EDP’s strategy, operational and sustainability performance. The sustainability
as engineering, laboratory tests, professional training, energy services and property performance is organized around the strategic axes and the year’s material issues
management. • Part II – Financial Statements
• Part III – Corporate Governance
EDP operates essentially in the European, American and APAC energy sectors. • Part IV – Remunerations Report
• Part V – Annexes.
In 2022, EDP publishes, for the first time, an Integrated Annual Report, which includes, in the
same document: its strategy, operational and sustainability performance, financial Additionally, EDP publishes a set of reports available at www.edp.com:
statements, corporate governance and remunerations report.
• Annual Report of the General and Supervisory Board
The Integrated Annual Report is prepared in accordance with the provisions set out on • Climate Transition Plan
Portuguese Companies Code and Securities Code and in compliance with the provisions set • Sectoral reports, in particular: Safety and Business Continuity Report, Internal Audit
out on CMVM’s Regulations no. 4/2013 and no. 5/2008, concerning Corporate Governance Report, Ethics Ombudsperson’s Report, Human and Labour Rights Report, Biodiversity
and Disclosure Requirements of the publicly traded companies and under the terms of the Report, Circular Economy Report, Social Investment Report and People Report
Corporate Governance Code of the Portuguese Corporate Governance Institute, revised in • Report on the implementation of Article 8 of the European Taxonomy Regulation
2020. • Annual and sustainability reports of the companies EDP España, EDP - Energias do Brasil
and EDP Renováveis
Its sustainability performance is prepared in accordance with the standards of the Global • Management Approach on Sustainability, which endorses the issues set by GRI
Reporting Initiative (GRI Standards) and with the Directive 2014/95/EU of the European methodology and explains the relation between organizational processes and material
Parliament and of the Council of 22nd October 2014, that is, disclosure under article 66-B and issues for the society.
approval by the general meeting under article 65, both of the Commercial Companies Code.
Additionally, follows other voluntary regulatory reporting frameworks, namely the Task Force
on Climate-related Financial Disclosures (TCFD), the Sustainability Accounting Standards This Report is a free translation of the Integrated Annual Report originally issued in Portuguese.
Board (SASB) and the Portuguese Securities Market Commission (CMVM). In the event of discrepancies, the Portuguese language version prevails.
The financial statements presented in the report are prepared in accordance with the
International Financial Reporting Standards (IFRS), adopted in the European Union. Thus, This document is an unofficial and unaudited version of the EDP Group's official accountability document, submitted at
under the combined terms of articles 29.ºG and 29.ºL of the Portuguese Securities Code, the the CMVM website on March 13th, 2023. Notwithstanding, it corresponds to a faithful [interactive] copy of the
documents included in this Report were prepared in the ESEF Format and in accordance with aforementioned financial and non-financial information, which can also be found at EDP Group’s website under name
the specifications provided for by the Commission Delegated Regulation (EU) 2018/815 of 17 "Integrated Annual Report 2022 - Unofficial Version - Unaudited". In case of discrepancy, the official financial and
17th December 2018, and in accordance with the subsequent amendments, also taking into non-financial information submitted to CMVM on March 13th, 2023 prevails.
Integrated Annual Report 2022 003
Integrated Annual Report 2022 Our Purpose 004
Our Purpose
drive a beer
Reflects our ambition and leadership
in making change happen
INDEX
Part I
Management
Report Moray East - Wind Offshore - United Kingdom
Integrated Annual Report 2022 Part I Index 007
Management
Report
Our
Company
Message
from the Dear Shareholders and Stakeholders,
CEO
over-reliance on fossil fuels as a society is not only harm-
ing the climate, but also compromising energy security
and affordability.
At EDP we are leading the sources using the same grid connection point (a scarce
resource in many markets).
Client Solutions
needed energy transition In the United States, we completed the construction of the
Despite the extraordinary context in the energy sector that
brought added complexity to our energy supply activity, we
across the world with a very largest solar park in Indiana and our first repowering project managed to maintain the price stability commitment
in Oklahoma, and we started construction on 13 new assumed with our clients in Portugal and sustain a competi-
clear mission: drive a beer projects to reach a record of more than 2 GW of new capac- tive price during the year.
sustainability, innovation, social responsibility, and on the Social importance, with Safety being the dimension with the highest
ambition to lead the energy transition. scoring category in our internal climate study of 2022.
To address the inequalities of today and anticipate those of
We have continued to invest throughout our 7 innovation tomorrow, we created a central department fully dedicated ESG recognition
domains – renewables, smart networks, distributed solar, to social responsibility, which aims to invest more than 300
hydrogen, mobility, flexibility, storage – to accelerate the million euros in social impact projects by 2030, promoting a EDP's sustainability practices have once again been recog-
delivery of new solutions through 3 key channels – internal fair energy transition and access to energy, while fighting nized in the S&P Dow Jones Sustainability Index, with EDP
incubation, corporate venture capital and partnerships. energy poverty. keeping its place as number one integrated electric utility,
scoring 90 points, well above the sector average of 50
Digital and Technology are an important accelerator and We launched the fourth edition of the A2E (Access to points. CDP Water and Climate Change recognized EDP as
enabler of the energy transition. This year we implemented Energy) Fund, supporting nine projects which provide one of the world's leading companies in the fight against
a new strategy focused on 7 critical action drivers – global, renewable energy to remote and vulnerable communities in climate change for the sixth year. Furthermore, we saw our
digital, cloud, data, cyber, excellence, people – and Mozambique, Nigeria, Angola and Malawi, with direct net-zero science-based target by 2040 approved by SBTi.
managed to migrate about 70% of eligible applications to impact on priority areas such as health, agriculture, educa-
the cloud. tion and access to drinking water. The company was also included for the third consecutive
year in the Bloomberg Gender-Equality Index, improving its
Our commitment to ESG excellence Governance overall score compared to last year, which reflects our
commitment to creating a more diverse and inclusive work-
We have taken important steps to further strengthen our We have continued the transition to a business place. In this context, we are proud to have launched our DEIB
Environmental, Social and Governance (“ESG”) credentials platform management model, streamlining (Diversity, Equity, Inclusion, and Belonging) Global Policy, as
across our company. our organizational structure and revamping the internal well as an updated Gender Equality Plan (2022/2023) and
KPIs to ensure the proper alignment and incentives an Equal Pay Project within our global compensation frame-
Environment within the organization. Furthermore, we have work. Moreover, EDP was once again recognized by the Top
improved our decision-making process to promote Employer Institute as an employer of first choice.
Within the just transition action plan, we made progress in efficiency, agility and simplicity on an increasingly global
the transformation of our coal sites in Spain and Brazil into company. Finally, EDP is proud to have joined the Executive Commit-
Green Hubs alongside 4 business streams: green hydrogen, tee of the World Business Council for Sustainable Develop-
renewables, storage and flexibility. As we ensure that we follow corporate governance best ment (WBCSD), the largest international business organiza-
practices and deliver the best interests of our stakeholders, tion promoting sustainable development.
We kept our activities rooted in our commitment to the 10 we have obtained the highest score at the FTSE Russel’s ESG
principles of the United Nations Global Compact, notably to ratings for good governance practices and for quality of Our financial performance
build a more sustainable world, aligned with the values of corporate governance.
respect for environmental protection. Moreover, EDP Despite 2022 being severely impacted by drought in Iberia
became a signatory of the United Nations Sustainable We progressed with our Health & Safety program and the huge price volatility resulting from the Ukraine
Ocean Principles, recognizing the urgency and global (PlayitSafe) that aims to reach zero working accidents. This conflict, we managed to deliver good results, with a recur-
importance of taking measures to promote the sustainability year the focus was training and education for all EDP rent EBITDA of 4,522 million euros, representing a 21%
of the oceans for current and future generations. leaders, from the Executive Board of Directors to managers increase year-on-year, benefiting from a strong perfor-
across all business units, on the absolute commitment of the mance of renewables, networks and thermal in Iberia.
company to safety. There is still work to be done on this top
priority area for EDP but I was proud to see that the
organization recognizes its
Integrated Annual Report 2022 Our Company Message from the CEO 012
Recurrent net profit of 871 million euros improved 6% I also thank our stakeholders, notably our shareholders,
compared to the previous year, driven by EBITDA growth, customers, suppliers, regulators, partners and local
though penalized by higher financial costs. communities, for their trust and support along the way.
We have further strengthened our financial base with 2 billion Finally, I want to show my deepest gratitude to our 13,000
euros of proceeds mainly related with 7 asset rotation trans- employees across the world who are the driving force of
actions closed during the year, allowing us to crystallize value our company and the main contributors to its success.
upfront and redeploy capital into new growth opportunities.
EDP is about to start a new chapter, strengthening its
Despite a challenging and volatile debt capital markets commitment to lead the energy transition, through a prom-
environment, we re-opened the senior Eurobonds’ market in ising strategic update for the 2023-2026 period.
March 2022 with a 1.25 billion euros issuance and in October
2022 we issued a couple of additional bonds, accessing both I look forward to working with all of you to achieve this goal
the Euro and US dollars markets for 500 million each. together.
17
Jan
EDP expands its footprint in offshore wind, with Our Main
Achievements
OW being awarded exclusive rights to develop
1GW offshore wind project in Scotland
Feb Oct
07
EDP Brasil concludes CELG Transmission Aug 06 EDP completes the acquisition of a solar
development pla˙orm in Germany
Business acquisition
EDP issues its first sustainability-linked loan,
EDP concludes Sunseap acquisition, establishing 04 amounting to €3.65 Bn
24
Dec
a growth pla˙orm for APAC
22
EDP secures PPA for a 425 MW solar portfolio Jun 12
EDP recognised as the world’s most sustainable
integrated electric utility, by the Dow Jones World
in the US Sustainability Index
EDP launches new identity aligned with its
Payment of dividends relating to the 2021 02 commitment to the energy transition
28 financial year 16 EDP produces the first green hydrogen molecule
in Brazil
Integrated Annual Report 2022 Our Company Our Key Metrics 014
Our
Financial Data
Key
31%
29%
0.17 0.17
2022
11.6 Bn€
costs (€16M); Non-recurring adjustments in 2022: +€1M, including net gain
related with portfolio optimization in LatAm (+€4M) and HR restructuring costs
(-€3M). 4 – Adjustments and non-recurring items impact at net profit level: In
2022 -€192M, including (i) impairments in thermal assets and other (-
4.7 Bn€ 2021
2.6 Bn€
€154M) and EDPR(-€41M); and (ii) net gain related to portfolio optimization in
LatAm (+€6M) and HR restructuring costs (+€3M). In 2021 -€169M, including
(i) impairments, mostly CCGTs in Iberia (-€164M), (ii) acquisition of debt in
minority stake in Spain (+€36M); (iii) provision on competition authority penalty
(-€33M), (iv) gain from CIDE disposal (+€21M), (v) debt buyback
prepayment fees (-€19M), (vi) HR restructuring costs (-€10M). Gross investments in renewables (Bn€) Adjusted net debt/EBITDA (x)
Integrated Annual Report 2022 Our Company Our Key Metrics 015
Operational Data
ESG Data
1
Workers who are not employees but whose work and/or workplace is controlled by the organization.
Integrated Annual Report 2022 Our Company Our Presence 017
11,184 5,540
285 8,311
APAC Singapore
726 531
7,242 1,041
3,066 3,586
98 3,328
Our Presence is
structured around
4 regional hubs
Our 45 TWh
74%
Presence
renewable energy
13,211
generation
employees
Integrated Annual Report 2022 Our Company Our Organization 018
Renewables
56%
Business areas
Capex EBITDA
Organization
77%
Electricity Networks
33%
Capex EBITDA
18%
Our
11%
Capex EBITDA
Client Solutions &
Energy Management
1 - Includes capex on IT, buildings and fleet. 5%1
Integrated Annual Report 2022 Our Company Shareholder Structure and Corporate Governance 019
The share capital of EDP – Energias de Portugal, S.A. is 3,965,681,012 euros and is fully paid
up, as provided for in article 4 of the Company Statutes, being represented by 3,965,681,012
shares with a nominal value of 1 euro each. General
Shareholders Board of the GSM
Meeting (GSM)
58.14% 21.08%
Remuneration Commiee
Remaining China Three Company Secretary
of the GSM
Shareholders Gorges
7.20% Statutory Auditor General and Supervisory Board Executive Board of Directors
Oppidum
7.19%
Blackrock,
Inc.
Financial Commiee/ Environmental
Audit Commiee and Sustainability Board
5.92%
Canada Pension Plan Remuneration Corporate Governance United States of America
Investment Board
Commiee and Sustainability Commiee Affairs Monitoring Commiee
Corporate Entites 1
Corporate Bodies
According to the results of the analysis prepared by Nasdaq, the volume of the Socially Other Statutory Bodies
Responsible Investors (SRI) EDP shares represent 29.8% of EDP’s share capital (up 5
1 Corporate Entites are also Corporate Bodies, pursuing the article 8(4) of EDP’s Articles of Association.
percentage points compared to 2021). 67% of shares held by SRI investors are located in
Europe. The other 33% are mostly located in the United States (21%); United Kingdom For more information on Corporate Governance, please see Part III — Corporate
(18%) and France (16%). Governance Report.
Integrated Annual Report 2022 Our Company Our Corporate Bodies 020
Our Corporate
Bodies
Executive Board of Directors
Rui Teixeira Vera Pinto Pereira Miguel Stilwell d'Andrade Ana Paula Marques Miguel Setas
• CFO EDP and EDP • CEO EDP Comercial • CEO EDP and EDP • CEO EDP España • Chairman EDP Brasil
Renewables • Client Solutions Renewables • Hydro and Conventional and E-Redes España
• Global Energy • Social Impact • Strategy and Corporate Generation • Networks
Management Coordination Office Development • Digital, Innovation, Policy, • Risk Management
• Energy Planning and • People & Organization Regulation & Stakeholders and ESG
Investor Relations and Communication
Integrated Annual Report 2022 Our Company Our Corporate Bodies 021
Status
Dingming Zhang
56% João Carvalho das Neves
China Three Gorges Corporation
Independent
44%
Non-independent Laurie Lee Fitch
Ignacio Herrero Ruiz
China Three Gorges (Europe), S.A.
Esmeralda da Silva
Santos Dourado
Zhang Hui
China Three Gorges Brasil Energia, S.A.
Gender diversity Helena Sofia Silva Borges Salgado
Miguel Espregueira Fonseca Cerveira Pinto
Statutory Auditor Pricewaterhouse Coopers & Associados - Aurélio Adriano Rangel Amado
Sociedade de Revisores de Contas, Lda., Alternate Statutory Auditor
João Rui Fernandes Ramos
Integrated Annual Report 2022 Our Company Our Business Model 022
Trends
Our Business Model
Market Forces
Stakeholders
Generation
Generation is the first activity in the value chain of the
electricity sector. Power plants transform the various
energy sources into electricity. These energy sources may
be of renewable or non-renewable origin. In EDP, 75% of
the energy produced comes from renewable sources.
Distribution
In the distribution activity the transported energy is channeled to
the distribution grid. The distribution network allows the flow of
energy to the supply points. Electricity distribution networks are
composed of high, medium and low voltage lines and cables. EDP
has made major investments in the modernization of its network
such as the increase in the number of smart meters installed.
Supply
In the supply activity the distributed energy arrives at the supply
point and is sold by the supplier. Throughout the electricity and
gas value chain, supply is the closest activity to the customer
and responsible for the relationship with final consumers. EDP
has been focusing on developing new solutions for customers
responding to new challenges of the energy transition.
Outputs
Financial Physical Intellectual Human Social Natural
• €679 M net profit • Quality and efficiency of • Innovative products • 27.5% female employees • €31 M social investment • 160 tCO2/GWh emissions
• +0.5% TSR energy supply and services • 24 hours of • 10,551 hours of EDP • 144 thousand TJ energy
• Debt management • 61 TWh energy produced • Knowledge generated training/employee volunteering time consumption
• 85,3 TWh distributed • 1.84 frequency rate (EDP + • 80% customer satisfaction • Waste and water
contractors) management
Our values
Our Vision
Innovation
We want to create value in the various areas in which we
operate.
Sustainability
We aim to improve the quality of life of current and future
generations.
Humanization
We build genuine and trusting relationships with our
employees, customers, partners, and local communities.
Our commitments
Results
Delivering on our commitments to shareholders; leading
through the ability to anticipate and execute; demanding
excellence.
Sustainability
Taking on environmental responsibilities; contributing to
developing the regions where we operate;
Reducing gas emissions; actively championing energy
efficiency
Customers
Staying focused on customers; making sure we listen to their
concerns; responding simply and transparently; surprising
them and anticipating their needs.
People A global energy company,
Combining an ethical and rigorous conduct with enthusiasm
leading the energy transition
and initiative; encouraging teamwork; investing in
competence and merit; promoting a balance between to create superior value
professional and personal life.
Integrated Annual Report 2022 Our Company Stakeholder Management 025
Stakeholder
EDP GROUP STAKEHOLDER ENGAGEMENT POLICY
Understand
> INCLUDE > IDENTIFY > PRIORITISE
Management
• We have dynamically and systematically identified the
Stakeholders who influence and are influenced by the Company.
• We analyze and seek to understand stakeholders’ expectations
and interests in the decisions that impact them directly.
Communicate
> INFORM > LISTEN > UNDERSTAND
Stakeholder management is an extremely demanding EDP Group continues commied to achieving an exce-
• We are commied to promoting a two-way dialogue with
exercise for companies that involves sharing informa- llent level regarding stakeholder engagement activi- Stakeholders through information and advisory activities.
tion and being transparent in their relationship with ties, designing new procedures, and global and unified • We listen, inform, and respond consistently, clearly, accurately
approaches on its main markets, adapting it whenever and transparently to stakeholders in order to build close, strong
society and, in particular, with all who are affected and lasting relationships.
by their activities. necessary regarding cultural and social specificities.
Engaging with stakeholders is a strategic priority for Position EDP as a global company at the forefront of
EDP to establish an open dialogue, following the ESG the energy transition, increasing awareness in our key
(Environment; Social; Governance) growing impor- markets, and establishing long-lasting and trus˙ul
relations with our main stakeholders will continue to be
Trust
tance in the business world. > TRANSPARENCY > INTEGRITY > RESPECT > ETHICS
EDP strongly believes this activity is key to enabling the our main purpose.
• We believe promoting trust with our stakeholders is crucial to
implementation of the business plan, improving busi- establish stable and long-term relations.
ness success, anticipating risks, and also to create • Our relationship with stakeholders is based on such values as
transparency, integrity, and mutual respect.
value for the stakeholders involved. To pursue these
objectives, it has been fundamental to rely on the joint
effort of all the EDP business units across the world to
know their main stakeholders, understand their priori-
ties and needs, establish continuous communication, Colaborate
and deploy ambitious action plans to tackle the main > INTEGRATE > SHARE > COOPERATE > INFORM
risks and meet stakeholder's needs. • We aim to work with stakeholders to build strategic partner-
ships that collate and share knowledge, skills and tools, thereby
promoting the creation of shared value in a differentiated way.
EDP Integrated Annual Report 2022 026
Our
heart
Integrated Annual Report 2022 Strategic Approach 027
Strategic
Approach
Limiting the increase in global temperature to 1.5°C compared with the pre-industrial As an overarching target, providing access to electricity to the entire global population is
levels requires the global economy to fully decarbonize by 2050. To overcome this critical to clean and energy-efficient demand. Many of the poorest households often use low-
unprecedented challenge, there must be a coordinated commitment from all countries, quality and polluting fuels, with impacts on their health and the environment, combined with
involving policymakers, businesses, and consumers. Currently, more than 130 countries inefficient equipment. The International Energy Agency (IEA) considers that under a carbon
have announced or are considering net-zero targets, covering 83% of global emissions. neutrality scenario, there will be no one without access to electricity by 2030, compared to
This corresponds to more than 90% of the global GDP and 80% of the world population1. 770 million people today.
However, the announced pledges fall short of reaching the target by 2050, and there is still an
ambition gap to be fulfilled (see figure below). An energy transition driven by three key pillars
GLOBAL CO2 EMISSIONS BY SCENARIO, 2010-2050 A global energy crisis marked the year 2022, with high commodity prices impacting
businesses and households. The exposed fragilities of a fossil fuel-dependent energy system
reinforced the need for change and highlighted the importance of pursuing the main
carbon neutrality drivers: renewables, electrification, and energy efficiency.
The IEA estimates in its Net-Zero Emissions scenario of the World Energy Outlook 2022 that
clean technologies must dominate the energy mix to enable the energy transition. While
today fossil fuels account for 80% of the primary energy demand, there will have to be a
complete change in the coming decades. Renewables should represent 70% of the mix by
2050, and the remaining fossil fuels must be combined with carbon capture and storage
technology (see figure next page).
Decarbonization is happening at a faster pace in the power sector, in which renewables are
already a cost-competitive solution for most key markets around the world. More than
two-thirds of the world population lives in countries where either onshore wind or solar PV are
the cheapest technologies for new builds (BloombergNEF). Electric solutions are often more
efficient than other alternatives, as is the case of electric vehicles or heat pumps. All in all,
electrification supported by a renewable mix should be the most effective solution for
cleaner and more efficient energy consumption.
1
Data retrieved from Net Zero Tracker on January 6th, 2023
Integrated Annual Report 2022 Strategic Approach Global energy trends 029
GLOBAL PRIMARY ENERGY DEMAND FOR THE NET-ZERO SCENARIO Energy efficiency plays a critical role, since more efficient appliances ensure a lower energy
demand, reducing costs, and ultimately lowering energy bills for consumers. Some of the
4% most effective energy efficiency measures include renovating buildings and investing in
efficient appliances, reducing energy needs, and improving thermal comfort.
12%
27%
5%
Other clean technologies are necessary to reach net-zero
Renewables, electrification, and energy efficiency will be the key pathways to pursue to reach
2021
carbon neutrality. However, global decarbonization efforts will have to be complemented by
investment in alternative low-carbon technologies, especially for hard-to-abate uses.
Hydrogen will play an important role in sectors such as heavy industry, long-distance, and
heavy-duty vehicles, shipping, and aviation. With the expected decrease in the cost of
23%
electrolysers and in the cost of electricity generation, renewable electrolysis should become a
more competitive solution to produce hydrogen. Hydrogen has been gaining global
29%
recognition, and today more than 50 countries already have either a Hydrogen National
Strategy or are preparing one (BloombergNEF).
3%
7% The future power system will also require a strong increase in the availability of flexible
technologies as a response to the intermittent nature of renewables. From mature
8% technologies to the ones still growing, all will have an important part to play, including pumped
hydro, battery storage, interconnections, and demand-side response.
Digitalization also offers several opportunities for utilities throughout the entire value chain,
fostering energy transition. For the generation side, digitalization solutions will comprise
embedding data into everyday activities to maximize outputs and operations efficiency
(e.g., predictive maintenance, automated work). For networks, a more digital business will
facilitate managing a system with much higher levels of renewables and distributed energy
Source: International Energy Agency, World Energy Outlook 2022
resources, while also making operations more efficient (e.g., smart meters, smart grids,
predictive maintenance). While on the retail side, digitalization will enable the integration of
Integrated Annual Report 2022 Strategic Approach Global energy trends 030
an increasing number of distributed resources and will allow for the rethinking of business
models, customer interactions, products, and services.
Integrated Annual Report 2022 Strategic Approach Materiality 031
2.2. Materiality
EDP's Materiality analysis process has been developed since 2016, through a transversal
methodology, common to the whole group, systematised and detailed in a specific report
available at www.edp.com. The EDP group carries out its Materiality process every two years,
accompanying the revision of its Business Plans. This process makes it possible to identify the
relevance of non-financial issues for stakeholders, cross-referencing it with their relevance to
the business priorities and strategy. This analysis supports the decision-making process and
the development of strategies in the organization, particularly the clarification of its
performance in terms of sustainability.
The main stages of the materiality process are described in the infographic on the right. EDP's
methodological approach in the definition of materiality considers the concept of double
materiality, as defined by GRI Standards. This alignment reflects the importance given by the
group to the relevance of the issues for society, in which it takes into account their impact on
its stakeholders. However, as the concept of double materiality becomes operational in the
international regulatory context, namely with the creation of the International Sustainability
Standards Board and as defined by the European Financial Reporting Advisory group
(EFRAG), EDP is dealing with possible adjustments to its methodology for identifying material
themes in subsequent reports, in order to meet the expectations of its stakeholders and fulfil
its commitment to society and the environment.
In 2022, material themes remain stable compared to 2021, and 18 material themes have been
identified for the EDP group, whose relevance for society and for business is positioned in
accordance with the matrix presented on the following page, highlighting:
7. Customer Satisfaction and Service - Sustainable Consumption stands out for its increased
relevance for both society and business. Thus, this is a subject to which EDP intends to give
particular focus in its activity plan. Additionally, the growing weight of the issue of Energy
Prices at a European level was also identified as one of the most relevant issues for society in
2022.
Integrated Annual Report 2022 Strategic Approach Materiality 032
6. Safety - Mental Health has distinguished itself by the increasing growth of its relevance to
society, distinguishing it from other Safety themes for 2022.
17. Supplier Management - The growing relevance of the topic for business and society is due
to the increased importance given to environmental criteria in the supply chain, namely the
reduction of CO2 emissions in the context of decarbonisation, in light of global goals.
The Materiality process also makes it possible to identify the degree of priority given by each
stakeholder group to sustainability issues. This analysis shows a natural dispersion of the
relevance attributed by various stakeholders to the analysed themes, inherently related to
their nature and relationship with the company.
The figure in the next page details the identified themes, aggregated by the degree of
relevance attributed to each of the stakeholder groups.
MAIN TOPICS
2.3. Risk management Risk management is represented by the Risk – Corporate Global Unit at corporate level, as
well as by the local risk units across the Business Units (lead by their respective risk-officer)
that functionally report to the Risk – Corporate Global Unit, guaranteeing a fluid articulation
2.3.1. Risk governance model and communication concerning key risk sources and mitigation actions.
The EDP group follows a risk governance model, generally recognised in specialist literature 1, In addition, Risk Committees are held at corporate level and locally, at Business Units,
based on the concept of three lines of defence internal to the organisation - which may be gathering top management and relevant specialists for the analysis, debate and advice on
complemented, in specific circumstances, by a fourth external line of defence, in the form of key risk exposures for the group, respective limits and other mitigation actions.
external auditing and regulation/supervision.
A more detailed description about the intervening bodies in the risk governance model at EDP
For every line of defence there are clearly defined responsible bodies and forums for debate group, as well as attributed responsibilities, is available in the Corporate Governance Report.
and decision, formally established to materialize each line of defence at corporate and
Business Units levels, avoiding duplication of efforts and/ or the existence of gaps, and CORPORATE FUNCTIONS
promoting the cooperation and collaboration between different areas.
1
Instituto de Auditores Internos em IIA, Position Paper, The three lines of defense in effective risk management and control, Janeiro 2013
Integrated Annual Report 2022 Strategic Approach Risk management 035
EDP group seeks to have a comprehensive view over the key risks it is exposed to, at strategic, Risk management reaffirmed its importance, playing an essential role in this disruptive
business, financial and operational level, establishing processes to assure follow-ups and environment.
proactive management.
A more detailed description of the various risks is available in the Corporate Governance
The year 2022 was marked by the geopolitical crisis caused by the conflict in Ukraine, Report.
resulting in an energy crisis (in part of the year aggravated by a period of drought in Iberia).
The financial markets also noted some concern about the sharp rise in inflation and increase
in interest rates.
Illustration of topics
Recent evolution/ expected in short-term Mitigation Actions (not exhaustive)
(not exhaustive)
Strategic & ESG
Strategy - Geopolitical instability. • Geopolitical instability with the standstill in resolving the conflict in Ukraine, with • Creation of a multidisciplinary crisis management team to monitor
- Social and economic crises.
+ the following side effects (1) at macroeconomic level (increased inflation and the evolution of the energy and geopolitical crisis.
- Technological disruption. uncertainty regarding its persistence and political, social, fiscal and monetary • In-depth analysis of supplier exposure in EDP group’s supply chain.
- Change in the competitive response), and (2) instability of supply chains (particularly in the energy sector • In-depth analysis of exposure and quantification of the impact of
paradigm. and in Europe, greater exposure to fossil fuel supply and price risks - current rising inflation in EDP group.
transition to the regulated market and change in the EDP group's customer
paradigm).
• Generalized loss of purchasing power with relevant impacts on the population
and businesses, increasing the pressure on a social and economic crisis.
ESG - Climate change, biodiversity, and • Drought scenario with a pronounced drop in hydroelectric production, and • Geographic and technological diversification of the EDP group's
circular economy.
=/+ additional measures to increase the strategic water reserve by the Government, asset portfolio.
- People, communities and human prioritizing competitive uses of water. • Rigorous analysis and prospective investments, allowing us to
rights. • Reinforced EDP group's commitment to renewable technologies, in line with anticipate and adapt the business model to possible market
- Business conduct and ethics. political objectives of decarbonization of the economies. evolution trends (e.g., decarbonization, electrification).
• Increased security risk for employees and facilities in assets nearby the • Monitoring of ethical risk by the Ethics Ombudsman.
conflict in Ukraine. • Gathering, analysis and assessment in the Ethics Committee of all
• Ranked first in the Dow Jones Sustainability Index among integrated utilities. unethical behaviour allegations.
• Regular safety risk assessments and implementation of safety
measures (e.g., regular training, safety equipment).
• Extraordinary risk assessment and monitoring of the security of
persons and assets nearby Ukraine by multidisciplinary crisis
management team.
Business
Energy - Fluctuations in pool, commodity • Strong volatility and price increases in the energy markets, particularly in • Portfolio diversified by hydro, thermal, wind and solar, reducing
and CO2 prices.
+ Europe and in the natural gas and electricity markets. (partially) the exposure to renewable volumes and following the
Markets
- Volatility in the volume of • Strong volatility in Iberia's hydro volume. climate transition trend of focused on renewable technologies.
renewable energy production (i.e., • Exposure to supply chain risks in the natural gas supply chain. • Preference for long-term energy contracts.
hydro, wind and solar). • Increase in wind and solar renewable capacity. • Optimization of the production margin in the market, carried out by
- Volatility in energy consumption. • Implementation of the Iberian mechanism. a dedicated area, with action duly framed by risk policy.
- Changes in commercial margins. • Implementation of price mechanism for natural gas TTF. • Hedging of the main sources of exposure (e.g., fuel prices).
Integrated Annual Report 2022 Strategic Approach Risk management 036
Illustration of topics
Recent evolution/ expected in short-term Mitigation Actions (not exhaustive)
(not exhaustive)
Regulation - Changes in rates, taxes and • Regulatory impacts in the group’s various geographies with materialization • Careful monitoring and preparation of the various regulatory
sectorial charges.
=/+ at the level of group results. dossiers, including anticipation of potential regulatory risks (e.g.,
- Changes in the tariff regime of • Clawbacks applied in different markets, with higher risk in Poland and climate transition risks).
regulated activities. Romania markets. • Geographic diversification.
- Legislative changes. • New regulatory period in the distribution business in Portugal.
- Alteration of norms (e.g.,
environmental/climate).
Financial
Financial - Fluctuations in interest rates. • The war in Ukraine and post-pandemic period with impact at the level of • Interest rate risk mitigation in accordance with the risk limits
- Fluctuations in exchange rates.
+ constraints in supply chains, resulting in an increase in inflation rates established by the group's policies.
Markets
- Inflation rate fluctuations. worldwide (with special impact on energy prices). • Diversified exchange rate exposure due to the presence in multiple
- Fluctuations in the value of • As a result of the higher inflation rate, and trying to combat its growth, the geographies, with a tendency for a balanced net position (assets -
financial assets held by the group. main Central Banks increased interest rates, reaching the highest levels of the liabilities), through funding sources in local currency and/or the use of
last ten years. hedge instruments.
• Depreciation of the EUR against the USD and of the EUR against the BRL, due • Contracts with inflation indexation components.
to the instability associated with the war in Ukraine, as well as the interest rate • Reduced weight of strategic financial assets and treasury
differentials in the different currency zones. application essentially in short term bank deposits.
Credit - Default of financial • Increase of some credit exposures due to price escalation in energy markets. • Careful selection of reference counterparties, and regular
counterparties.
+ monitoring.
- Default of energy counterparties • Diversification by multiple counterparties.
(energy purchase/sale contracts). • Financial instruments of reduced complexity, high liquidity and
- Customer default (B2B and B2C). non-speculative.
• Mix of B2B and B2C clients, credit insurance and bank guarantees
(when applicable).
Liquidity/ - Occasional cash flow • Increased liquidity needs in the organized forward markets due to the • Cashpooling for all geographies (excluding Brazil).
insufficiencies.
+ escalation of prices in the energy markets accommodated by the EDP group's • Constant control of liquidity levels in a stressed risk scenario to
solvability
- Financial rating downgrade (and conservative liquidity position. ensure coverage of treasury needs (sufficient to cover 2 years).
consequent increase in financing • Increase in the amount of available funds, accompanying the increase in • Diversification of funding sources, debt type profiles and debt
costs and limitation in access to liquidity needs. maturity.
financing).
Social Capitalization of the Defined • Comfortable capitalization position with less risk of funding shortfall due to • Regular monitoring of the Defined Benefit Pension Fund, the value
Benefit Pension Fund.
- the decrease in the value of liabilities with the increasing interest rates. of the assets that compose it, and responsibilities by specific
Liabilities
- Additional current and early committee (including the financial and risk units).
retirement costs.
- Medical Expense Costs.
Integrated Annual Report 2022 Strategic Approach Risk management 037
Illustration of topics
Recent evolution/ expected in short-term Mitigation Actions (not exhaustive)
(not exhaustive)
Assets under - Delays in asset commissioning • Increased instability and inflation in the supply chain. • In-depth analysis of the exposure of suppliers in EDP group’s
Operational
Assets in - Damage to physical assets and • Security risk for people and assets nearby Ukraine. • Creation of a multidisciplinary crisis management team to monitor
operation third parties. • Maintenance of extreme events risk, mainly impacting electricity generation, the evolution of the energy and geopolitical crisis, with action plans in
- Breakdowns due to component or transmission and distribution assets. the event of a threat.
installation defects. • Comprehensive insurance policies (essentially at the level of
- Unavailability due to external property damage and loss of profits, civil liability and environmental
events (e.g., of atmospheric liability).
nature). • Programs to combat fraud (at the level of non-technical losses).
- Operational performance (e.g., • Availability of an internal tool to support the recording of incidents
distribution network losses, quality and analysis of operational risks being adopted by some Business
of service indicators). Units in Portugal.
Execution of - Irregularities in the execution of - • Diffusion of the Internal Control over Financial Reporting (ICFR).
processes (at the level of
= • Documentation and formalization of existing processes by
Processes
commercial activities, selection dedicated area.
and management of suppliers,
invoicing and collection from
clients, etc.).
Systems - Unavailability of information and • Level of exposure (e.g., large-scale cyber-attacks, data protection • Establishment of the level of criticality and maximum unavailability
communication systems.
=/+ directives) offset in part by continuous reinforcement of mitigation measures time for the main applications.
- Information integrity and security. (cyber-range, SOC, cyber-risk insurance, trainings and awareness sessions). • Implementation of redundant disaster recovery systems.
• Establishment of a Security Operations Center (SOC) dedicated to
continuous monitoring the security of the group's OT/IT
infrastructure.
• Private cyber-range to simulate and test employees’ reaction to
cyber-attacks.
• Online training and awareness actions on information security
principles.
• Continuous improvement of systems security.
• Cyber risk insurance.
Integrated Annual Report 2022 Strategic Approach Risk management 038
Illustration of topics
Recent evolution/ expected in short-term Mitigation Actions (not exhaustive)
(not exhaustive)
Legal& - Losses resulting from non- • Regular monitoring of legal exposure.
compliance with tax, labour,
= • Constitution of provisions sized to cover all losses estimated as
Compliance
administrative, civil or other probable from litigation in progress.
legislation in force (penalties, -
indemnities and settlements).
Integrated Annual Report 2022 Strategic Approach Risk management 039
Besides the close monitoring of the main risks inherent to the group's activity, the main trends The most relevant emerging risks, even due to their impact over recent years, are (1) the
(global and sectorial) that may translate into threats and opportunities for the group are also regulatory risk and unadjusted energy market design, (2) the instability of global supply
comprehensively mapped, and adequate mitigation strategies are proactively developed. In chains, (3) the increased inflationary pressure and rising interest rates, (4) the growing threat
2022, the emerging risks assessment was updated, with the evaluation by EDP group's top of cyber-risks and (5) the increase in climate risks (physical and transition risks), as well as the
management, executive and non-executive. potential misalignment of international commitments for climate transition, and (6) the lack of
talent supply in the labour market.
Instability of global supply chains Global supply chains exposed to extreme events (e.g., Threats related to: • Analysis and assessment of supplier exposure to potential supply
environmental, social, geopolitical, macroeconomic) • Fuel and raw materials/equipment supply chain chain disruptions and monitoring of critical suppliers (taking into
leading to supply disruptions or price pressure. constraints, critical to new investments; consideration financial criteria and ESG criteria), as well as supplier
Geographical concentrations of raw materials enhance • Delays in maintenance, construction, among diversification reducing dependencies (mainly for critical supplies).
this risk. others; • When applicable, evaluation of the trade-off of extending ongoing
• Possible impact on operations, costs of delays contracts vs. new bids/anticipating purchases to cover shortages and
(COD) and CAPEX deviations in new investments. price increases.
Increased inflationary pressure and Rising inflation and upward pressure on interest rates • Increase in the company's financial costs. • Integrated inflation control - aligning revenues with inflation-related
rising interest rates (exacerbated by the conflict in Ukraine) pressing • Generalized increase in the cost of raw materials and costs (directly or through proxies).
liquidity of population and businesses, leading to equipment, impacting the profitability of assets in • Maintenance of a mostly fixed debt strategy and increased debt
extraordinary governmental measures (e.g., operation and under construction. duration.
extraordinary taxes and fees). • Current asset sale strategy impacted by changes in • Prudent liquidity management.
investors’ appetite.
Cyber-risks Exposure to cyber risks of different natures, arising Financial, operational and reputational loss, arising • Continuous improvement of the security of internal systems.
from of increasing technological sophistication and from (among others): • Dedicated Security Operations Center (SOC) for continuous
integration. • Operating losses/interruption (dispatch/plants, security monitoring of the group's OT/IT infrastructure.
billing, customer service); • Dedicated Cyber-range for simulation and testing to cyber attacks
• Damage/destruction of assets (networks, central • Online training and awareness actions on information security
offices, other systems); principles.
• Data breach/destruction (personal and others). • Cyber risk insurance.
Increased climate risks and potential Physical risks associated with climate change (e.g., • Structural loss of portfolio profitability: • Structured assessment of climate risks (TCFD), updating scenarios,
misalignment of international chronic risks such as increased temperature or o Damage to physical assets and loss of revenue evolution of climate variables and key risks and opportunities for each
commitments for climate transition reduced precipitation, and acute risks such as extreme caused by more frequent extreme weather business.
temperature and precipitation events) impacting events. • Development of climate adaptation plans by Business Unit in line
portfolio profitability and increasing costs. o Increases in overall costs (including insurance). with the main risks identified.
In a transition phase other regulatory, technological • Limitation of the economic potential of investments • Integration of climate risk assessment into investment analysis.
obsolescence, and market risks arise. in new technological solutions (e.g., green • Close monitoring of national and international commitments in
hydrogen). decarbonization and adjustment of EDP's strategy accordingly.
Integrated Annual Report 2022 Strategic Approach Risk management 040
Lack of supply of talent in the labour Increased competition for labour resources (skilled and • Lack of talent supply to meet the company's human • Increased presence in social networks, participating and
market unskilled), structural changes in work culture (driven by resources needs, impacting team sizing and developing hiring and networking initiatives, youth-oriented
remote), and digital transformation. productivity (including digital). programs, more agile recruitment and inclusive methodologies.
• Rise of personnel costs and other benefits, as a way • Flexibilization of work in line with new reality of and work culture.
to attract talent. • Global development of the company culture as a talent
• Increased difficulty in retaining talent in the management strategy (development and internal requalification) and
company. development of the internal market.
More details on the TCFD climate dashboard framework is available on the Climate Transition Plan report.
Integrated Annual Report 2022 Strategic Approach Risk management 041
The EDP group is exposed to a number of risks due to its dimension and diversity of businesses • the periodic reporting to the EBD and GSB of risk indicators and limits aligned with
and geographies in which it operates, hence it recognizes risks as an integral and unavoidable the group's strategy and performance metrics.
component of its activity, both as threats as opportunities.
The framework of risk appetite in EDP group is structured around four pillars:
Acknowledging this fact, the group establishes explicitly and implicitly its risk appetite for all
internal and external stakeholders, both at corporate and Business Units level, as well as for • The governance model identifies the key actors in the process of risk appetite and
the various categories of risks, through a set of mechanisms: their responsibilities;
• The risk appetite statement formally defines a set of risk appetite statements
• the periodical development and approval of the group’s Business Plan by the complemented by risk indicators and thresholds. In terms of positioning, the group
Executive Board of Directors, which is communicated to all stakeholders, and where establishes maintaining a controlled risk profile as a fundamental pillar of its
key strategic orientations are set for the upcoming three to five years; strategy;
• the rigorous evaluation of risk related to investment and divestment opportunities • The monitoring and follow-up, defining the key processes of monitoring, update and
proposed by the Business Units and approved by the Executive Board of Directors, action plan;
including the estimation of returns adjusted to risks vs. established hurdles. This • And the technological platform, embodied in a risk appetite dashboard that allows
evaluation is supported by the opinion of the Investments Committee, which the follow up of risk appetite in EDP group. The group is exposed to a number of risks
includes specialists from relevant areas of expertise; inherent to its dimension and diversity of business and geographies where its
• the development of a wide set of risk management policies, both at corporate and present, recognizing the risk assumption as an integrant and inevitable component
Business Unit level, which establish guidelines, methodologies of evaluation and of its activity, as a threat and opportunity.
exposure limits for key risks 2;
• the periodical development of risk mapping exercises, based on objective,
quantitative and comparable criteria, allowing an analysis of the exposure to key
risks, as well as the adoption of preventive treatment actions for excessive exposure
to risks (regarding the established tolerance of risk);
• the establishment of a wide set of mechanisms for periodical reporting of key risks,
at group and Business Unit level, thus allowing a regular monitoring of the evolution
of actual and emerging risks, and comparison of the exposure to different risk
profiles within the established limits;
• the adoption of a risk governance model based on three independent lines of
defense (business, risk/ compliance and internal audit), which guarantees the
implementation of the established strategies and alignment with risk appetite;
• the definition of an internal framework for risk appetite, approved by Executive
Board of Directors.
2
Including, among others, the Enterprise Risk Management Policy, the Risk Appetite Framework Policy, the Limits Structure of the Energy Management Business Unit, the Financial Management Policy, the Counterparty Policy, the Insurable Risk Management Policy, the Occupational
Health and Safety Policy, the Information Security Policy, and the Principles, Structure, and Procedures for Crisis Management and Business Continuity.
Integrated Annual Report 2022 Strategic Approach Risk management 035
REGULATORY MONITORING
Regulatory rating
Foresight of possible high impacting regulatory/ political changes in current portfolio and potential new
Expected loss from regulatory risk
geographies.
DIVIDENDS
Payout ratio
Predictability and sustainability of dividend policy as a fundamental element of the shareholders’ value
Payout ratio P95%
proposition.
Survival period
LIQUIDITY
Debt redemption per year
Maintenance of liquidity reserves enough to cover cash needs in short-medium term in times of stress.
Liquidity in cash
Solid financials FINANCIAL MARKETS RISK
FX: Loss in net investment (P95%), EBT@Risk
and equity in non-EUR not covered by NIH
Proactive management of the exposure to financial markets, namely FX and IR, controlling the impacts on
Credible business plan with sound financials, aiming for a IR: Floating ratio per currency, EBT@Risk and
the business activity. Investments are financed in local currency if possible.
solid investment grade rating and sustainable dividend policy. Debt NPV change vs. duration target
Total EL of aggregate portfolio
CREDIT & COUNTERPARTY
Due debt as % of sales
Controlled exposure to credit & counterparty risk, favouring higher rated counterparties.
Exposure (Top10 and non-Investment Grade counterparties)
IRR / WACC
INVESTMENT PLAN EXECUTION
Contracted NPV for generation
Investment in projects with an attractive risk adjusted profitability, limited market exposure and short time
EBITDA in very high country risk scoring
to cash.
CAPEX gap to target
SOCIAL LIABILITIES Funded Pensions coverage ratio
Full coverage of funded social liabilities, through a diversified asset portfolio of limited duration gap, with Value@Risk asset-liability position
new pension plans as defined contribution. Duration mismatch
Integrated Annual Report 2022 Strategic Approach Risk management 036
INVOVATION
CAPEX digital
Follow-up on key technological developments in order to remain competitive and optimize value creation.
Leader in innovation, sustainability
& reputation REPUTATION & ETHICS
Scoring in ESG indexes (DJSI, MSCI, CDP, Sustainalytics), and
RepRisk
Assurance of top reputation among peers and an exemplar ethics track record.
Leader in innovation, sustainability and trust for all Ethisphere certification
stakeholders.
CLIENT SATISFACTION Client satisfaction scoring
Assurance of distinctive levels of global client satisfaction. Number of complaints
EMPLOYEE SATISFACTION
Engagement and Enablement scoring of employees
Maximization of employee engagement and healthy working environment, within a flexible organization.
Recovery time
System or services unavailability
SECURITY, CONFIDENTIALITY, INTEGRITY AND AVAILABILITY OF SYSTEM
# events/ incidents of data security
Prudent management, targeted maintenance, security and availability of IT and OT systems and related
Rating BiTSightSecurity
services, ensuring resiliency capability under abnormal/disruptive situations.
Losses after insurance with cyber attack
Data privacy breaches
Integrated Annual Report 2022 Strategic Approach Strategic priorities 045
2.4. Strategic priorities pillar in our growth, as it allows to crystallize value upfront and recycle capital back into the
business.
In today's world, businesses are confronting an array of unprecedented challenges, which are The focus on building a future-proof organization will drive the EDP of the future. We are
presenting difficulties on a global scale. The rapidly changing circumstances are making it committed to developing an agile, global, and efficient DNA for the company while
more crucial for organizations to proactively manage risks and seize opportunities to adapt maintaining tight cost control. A talented and empowered workforce is key to driving the
quickly to the uncertain environment. As a major energy sector player, EDP understands the company forward, and we believe that providing the right incentives to our workforce triggers
significance of responding to these changes. With its strategic plan in place until 2025, EDP more innovation and enables us to be a better company.
is dedicated to investing in new technologies, expanding its renewable energy portfolio, and
promoting energy efficiency and sustainability. These measures are essential in enabling EDP EDP will continue to prioritize its commitment to environmental, social, and governance (ESG)
to achieve its vision of becoming a leader in the energy transition. practices while delivering strong financial returns. As part of a green leadership position, the
company is firmly committed to the energy transition and will work towards being coal-free
Vision by 2025 and achieving carbon neutrality by 2030. EDP recognizes the importance of
ensuring that this transition is fair and equitable for all stakeholders, including employees and
EDP's vision is to be a leader in the energy transition, while creating superior value. To achieve the communities in which operates. The target of EUR 1.2 billion net income by 2025, with a
this, EDP is strategically positioning itself with a low-risk, cross-diversified and resilient minimum floor of €0.19 per share for this period, reflects the dedication to both financial
profile, which enables the company to create distinctive conditions for the execution of a performance and social responsibility.
value-creation strategy in the challenging context of low ecological footprint leveraged in
sustainable growth. Strategic guidelines compliance
By prioritizing sustainability and innovation, EDP is committed to being at the forefront of the In the following pages are the main objectives and strategic goals of the group defined for the
energy industry and aims to create value for all stakeholders while minimizing its period 2021-2025.
environmental impact. With its forward-thinking approach and strong focus on sustainability,
EDP aims to drive the energy transition and contribute to a more sustainable future.
Strategic Pillars
EDP aims to achieve accelerated and sustainable growth by stepping up its green initiatives
and building a distinctive, resilient portfolio that can meet the challenges of climate change
while maintaining a solid balance sheet. This will enable EDP to accelerate investment and
growth while adopting a sustainable capital approach. The asset rotation strategy is a key
Integrated Annual Report 2022 Strategic Approach Strategic priorities 046
Integrated Annual Report 2022 Strategic Approach Strategic priorities 047
Integrated Annual Report 2022 Strategic Approach Strategic priorities 048
Strategic alignment
Through the materiality process, the group carefully identifies and prioritizes the most
important topics for both society and the business. By doing so, the group can optimize its
strategic direction and direct its internal management towards addressing these material
topics to integrate them into the group's overall strategy. These material topics are embodied
in the three strategic pillars of the current business plan.
Based on these strategic pillars, the group defines objectives that are relevant to the entire
scope of the group's operations and ensures that they are integrated and aligned with the
strategic axes. These objectives aim to help the group achieve its long-term vision and
contribute to the group's ongoing success. By following this process, the group can effectively
manage its resources, respond to evolving societal expectations, and remain competitive in
the market.
Integrated Annual Report 2022 Strategic Approach Contribution to the SDGs 049
In June 2021, EDP Energias de Portugal joined the UN Global Compact CFO Task Force for
the SDGs, demonstrating its commitment to implementing the SDGs and publicly disclosing
progress in achieving them. Since then EDP has carried out several activities that show this
EDP Integrated Annual Report 2022 050
Our
energy
Integrated Annual Report 2022 Performance 051
Performance
3.1. Markets and regulation The carbon price in Europe in 2022 saw a mix of ups and downs throughout the year,
averaging 81 €/ton. Several events led to fluctuations in the price, with the lowest price of 57
€/ton registered in March. In August, the price briefly reached 99 €/ton due to the typical
3.1.1. Fuels in the world and Europe reduction in primary auctions, which resulted in a surge in demand in the secondary market.
This price point represented the historical maximum and highlighted the influence of market
The commodities’ market in 2022 was marked by high volatility, impacted by multiple dynamics on the price of CO2.
factors from the demand and supply sides. Prices started trending upwards in 2021, as a faster
than expected economic recovery led to a growth in fuel demand that was not fully met by ANNUAL COMMODITIES AND CARBON PRICES EVOLUTION
supply, and this imbalance was severely aggravated by Russia’s invasion of Ukraine in
February of 2022, with a stronger impact felt in Europe. Pressure on commodity prices
coupled with disruptions in the global supply chains contributed to high inflation levels, which 291
The average price of Brent crude oil in 2022 was 104 dollars per barrel ($/bbl). With a
reference of 70 $/bbl at the start of 2022, the price increased in the first trimester due to a
lower than expected increase in production from OPEC+ (Organization of the Petroleum
Exporting Countries and associates) and the impact of the Russian invasion of Ukraine, 120 123
104
reaching a maximum of 135 $/bbl in June. However, in the third and fourth trimesters, China 81
71
Covid restrictions and a slower global demand contributed to a price decrease, with the year 53
46
ending with Brent at 83 $/bbl.
21
11
Natural gas experienced the highest volatility of all key fuel commodities, especially in Europe.
Crude oil Carvão Natural gas Natural gas CO₂
The European reference gas index (TTF) price at the beginning of the year was 86 €/MWh, Brent API#2 TTF Henry Hub (€/ton)
and it reached 204 €/MWh in March, as Russian exports began to be curtailed. The rush to ($/bbl) ($/ton) (€/MWht) (€/MWht)
replace Russian gas and fill the European gas reservoirs drove the price even higher in
2021 2022
competition with JKM for liquefied natural gas (LNG), and the TTF reached a record of 309
€/MWh in August. As European storage levels reached the European Union’s set targets, and Source: Reuters, ICE
milder than expected temperatures persisted late in the year, prices remained volatile with a
low of 29 €/MWh in October but increasing to a maximum of 128 €/MWh by December. The The wholesale power prices in several European markets had a strong increase throughout
average annual price was 123 €/MWh. 2022, mostly reflecting the escalation in natural gas prices, but also, even if at a lower
degree, the CO2 price. In Spain and Portugal, the Iberian exception mechanism led to a lower
API#2, a widely used European price reference for coal, started the year at 120 $/ton, but the pool value than the rest of the European countries, with an average of 168 €/MWh. Most of
onset of the war in Ukraine led to a significant jump in price, reaching a peak of 439 $/ton in the markets registered values significantly higher, with France reaching a historical high of
March due to reduced coal exports from Russia. However, the final trimester of the year saw 3000 €/MWh in April due to several outages in their nuclear fleet and ended the year with
bearish pressure on the market, and the API#2 price fell to 234 $/ton by the end of the year. an average of 275 €/MWh.
Despite this fluctuation, the average price of API#2 throughout the year was approximately
291 $/ton, significantly higher than the 122 $/ton for the year of 2021.
Integrated Annual Report 2022 Performance Markets and regulation 053
ANNUAL EUROPEAN MARKETS POOL PRICE EVOLUTION (€/MWh) the GDP growth was 3.6%. Industry had an increase of 2.8%, whose 11.2% represents
electricity and gas segments, and waste management activities with “cheaper tariffs” (green
energy flags) contrasting with the hydro crisis in 2021. Services (+2.8%) and farming (+3.2%)
304 also increased.
275
216
234 3.1.2. Energy and environmental policy in Europe
168 To address the disruptions in the commodity markets and security of supply concerns, the
132 125
136 European Commission presented the REPowerEU plan on May 18th. The plan aims to turn
111 109
97
the European energy system into a more resilient one, by accelerating the energy transition
and reducing the European Union’s dependence on Russian fossil fuels. To achieve that,
62
the REPowerEU plan lies on four main pillars: accelerate the energy transition, diversify
energy sources, save energy, and smart investments.
Iberia UK Italy France Nordpool Germany The plan considers several short-term measures to address the gas supply concerns, and
also medium-term actions, including the definition of more ambitious renewable and energy
2021 2022
efficiency targets for 2030.
Source: OMIE, Nordpool, GME, Reuters.
Regarding the share of renewables in demand, the REPowerEU plan proposes setting a target
3.1.1.1. Macroeconomic context of 45% share for 2030, five percentage points above the Fit-for-55 target. This higher
ambition is expressed in the different sectors, with specific targets for each of them: 69% for
Inflation was a major talking point this year. The average inflation in the Euro Zone was the power sector, 46% for heating and cooling, and 32% for transport.
8.4%, a significant increase from the 2.6% registered last year. This very high value was
mainly driven by the high energy prices. To tackle this, many countries applied extraordinary In the power sector, the plan foresees reaching a total of 1,236 GW of renewable capacity by
measures in order to contain the impact of the escalation of energy prices in the wholesale 2030, of which 592 GW of solar PV capacity and 510 GW of wind, a multiple of 2.5 versus
markets. For Portugal, the average yearly inflation was slightly below the Euro Zone with today. Accelerating the capacity deployment will require speeding up permitting processes,
+7.8%, while Spain was in line with the European average, registering +8.3%. The real GDP and the plan proposes establishing a maximum period for renewables permitting of 1 to 2
in 2022 increased by 6.7% and by 5.5% year-on-year, in Portugal 1 and in Spain 2 years and creating “go-to” areas which are specific locations designated as suitable for the
respectively, pushed by private demand from families and by private investment. installation of renewable plants.
In Brazil, on the other hand, the inflation was 5.9% in November 2022, a reduction compared An ambitious target of 20 Mton of green hydrogen by 2030 was also set in the plan, which
to 2021’s inflation value (10.06%) which was the highest level in 6 years. The accumulated foresees 10 Mton of internal EU production and 10 Mton of imports.
GDP 3 in the four quarters ending in September 2022 increased by 3.0% compared to the
immediately previous four. In this period, industry (+0.8%) and services (+4.4%) had a growth,
while agriculture fell by 1.31%. However, comparing just the third quarter of 2022 with 2021,
1
“Instituto Nacional de Estatística” of Portugal
2
“Instituto Nacional de Estadística” of Spain
3
“Instituto Brasileiro de Geografia e Estatística” (IBGE).
Integrated Annual Report 2022 Performance Markets and regulation 054
In terms of energy savings, the REPowerEU plan proposes an efficiency target of 13% 3.1.3. Iberian Peninsula
versus 9% in the Fit-for-55.
3.1.3.1. Evolution of the electricity sector
The REpowerEU plan requires an additional €210 billion in investment through 2027 on top
of the Fit-for-55 package. This includes, among others, €113 billion for renewables and key In 2022, electricity consumption in Spain fell significantly, reaching a 20-year low due to
hydrogen infrastructure and €56 billion for energy efficiency and heat pumps. the combination of high electricity prices and lower industry demand, the sector with the
most sensitivity to price volatility. In Portugal, electricity demand was higher than in 2021 even
Some of the measures proposed by the European Commission already received the surpassed 2019 levels.
agreement of both the European Parliament and the European Council, and
counterproposals, as in the table below. • Portugal: +1.8% annual demand increase (+2.4% adjusted for temperature and
business days effects)
REPOWEREU APPROVAL STATUS
EUROPEAN EUROPEAN
EUROPEAN COMMISSION PROPOSALS
PARLIAMENT COUNCIL
15% 14%
Renewable energy target of 45% by 2030 Proposal of 40% 19%
28%
Permitting processes maximum period & ‘go-to’ 6%
areas implementation 4%
• Spain: -2.9% annual demand reduction (-3.8% adjusted for temperature and business 3.1.3.2. Regulatory Framework
days effects), with a strong decrease in the last trimester of -7.5%
Portugal
10% 8%
14% 13% On 14 January, Decree-Law 15/2022 was published, establishing a new organisation and
management of the National Electricity System (SEN).
12%
21% To mitigate the high energy prices in Portugal, following the energy crisis exacerbated by
10% the Russia-Ukraine conflict, the Portuguese Government has approved several measures,
2021 2022 namely:
22%
246,9 TWh 262,1 TWh
• the extraordinary and temporary mechanism for adjusting the costs of electricity
generation in the MIBEL (“Iberian Mechanism”)
23% • the suspension of the competitive equilibrium mechanism (“Clawback”) during 2022
24%
• the suspension of ISP and CO2 added tax in the last quarter of 2022, as well as their
23%
15% prorogation in 2023
2% 3%
• a reduction of the VAT rate in electricity supply according to the consumption tiers (to the
reduced VAT rate)
• the Energy Saving Plan 2022-2023 (“Plano de Poupança de Energia 2022-2023”)
Source: REE With impact on the generation activity, in response to the severe drought experienced in
Portugal’s mainland for most of 2022, a Hydro Strategic Reserve (“Reserva Estratégica
Regarding electricity generation, 2022 was a year with very low hydro inflows in the Iberia Hídrica”) was set and a temporary suspension of the use of water resources of 15 hydropower
Peninsula as the hydro production index (IPH) stood at 0.6 in Portugal and 0.7 in Spain. The plants (13 belonging to EDP) from 1st of October 2022, until the minimum levels of storage of
low hydro availability and higher exports to France, following the implementation of the their useful capacity are reached, fixed administratively.
Iberian gas cap mechanism, led to an increase in the gas and coal generation.
Concerning the retail activity, the status of Electro intensive Consumer (“Estatuto do
Renewable generation supplied 57% of power energy in Portugal in 2022, with wind Cliente Eletrointensivo”) was established and measures were approved to simplify and
generation representing 29% of the total, while hydro’s share stood at 19%. In Spain, provide flexibility to several tax and declarative obligations arising from the sale to the
renewables supplied almost 44% of the electricity demand, with the increase in solar grid of the surplus of electricity produced for self-consumption.
generation (+25% YoY) partially replacing the lower hydro output. In Portugal, despite the
increase in demand (+1.8%), electricity generation was 5.7% lower, leading to a rise in An exceptional and temporary measure was also approved allowing the return to the
imports. regulated tariffs to final consumers with gas consumption equal to or below 10,000 m3, and
additional obligations were imposed on operators considered dominant (market share
exceeding 20% in volume or number of customers), in particular, to promote continuity of
supply.
Integrated Annual Report 2022 Performance Markets and regulation 056
Within the scope of renewables, the targets for energy consumption from renewable sources • a new mechanism for financing the social bonus was regulated so that all parties in the
were established, partially transposing Directive (EU) 2018/2001. electricity sector will have to pay it. The range of vulnerable consumers with the right to
the social bonus was extended
Several extraordinary measures for the simplification of licensing procedures for energy • a new Tariff of Last Resort (TUR) was established for community heating systems in
production from renewable energy sources were also approved (in line with the REPowerEU force until the end of 2023, which will be financed by the General State Budget 2023
Plan proposed by the European Commission). (3,000 million euros).
In the electricity tariffs, the regulator (ERSE) proceeded with two updates to the energy As measures to protect industry:
tariff during 2022, reflecting a 5 €/MWh increase from April 1st and October 1st onwards, and
an extraordinary tariffs settlement in the 2nd semester of 2022, establishing an average • the 80% reduction in tolls for the electro-intensive industry was maintained until June
reduction of the network tariffs (TAR) of 102% and an increase of the energy tariff of 23%. For 30th, 2023, and the flexibility of natural gas supply contracts was regulated
2023, a transitory tariff to the end user in the normal voltage network (BTN) increase of 3.3% • the gas reduction mechanism was extended until the end of 2023 and its scope of
was approved and an average decrease of TAR of 506%. application was extended to energy contracted at a fixed price if the price is higher than
67 €/MWh, excluding coal and RECORE
Regarding the electricity sector tariff debt, the tariffs foresee an ex-ante debt of 879 million • in May, a temporary adjustment mechanism was established for the production cost
euros by the end of 2023, a reduction of 830 million in comparison with the end of 2022. A of marginal fossil fuel technologies, which aims to obtain a reduction equivalent to this
tariff debt reduction has been observed since 2015, the year in which it reached its peak, adjustment in the bids made by these technologies on the market. The amounts
according to the sector’s sustainability target. corresponding to this adjustment are financed by those consumers who benefit from the
aforementioned reduction.
Related to the gas tariffs, ERSE proceeded with two updates to the energy tariff during the
gas year 2021-2022, a 2 €/MWh increase from April 1st and July 1st. The gas tariffs for the year As measures to promote renewables and reduce consumption:
2022-2023 were also approved, in force from October 1st2022, until September 30th, 2023,
with an increase of the transitory tariff to the end user in low pressure of 8.2%, which suffered • regulation aimed at administrative simplification in processing, commissioning, and
a first quarterly update with an increase of 2€ /MWh in force from January 1st, 2023, onwards. injection is formulated. In self-consumption, the distance between production and
consumption is extended to 2 km, and the minimum time of permanence in a modality is
Spain reduced to 4 months. In addition, for low voltage self-consumption installations of up to
100 kW with surpluses, a maximum period of 2 months was set for the activation of the
Given the current crisis resulting from the conflict between Russia and Ukraine, the main contract. If this period is exceeded, the consumer will receive a "discount for the delay in
measures taken have been aimed at reducing the impact of the rise in energy prices, as the activation of self-consumption", which must be expressly stated on the bill
well as encouraging savings and promoting renewable energies. • distributors were temporarily obliged to include in their annual investment plans actions
to increase capacity for access to new renewable generation and self-consumption
As main consumer protection measures: • Measures associated with the use of basic underground storage facilities were
established for the 2022 gas year
• fiscal measures were extended until the end of 2023: VAT reduced to 5% for electricity • the Council of Ministers approved the Plan + SE, which aims to reduce gas consumption
and gas, special tax of 0.5% on electricity, and temporary suspension of the Tax on the by between 5.1% and 13.5%, improve energy autonomy, and increase the
Value of Electricity Production (IVPEE) competitiveness of the economy and energy exports, in solidarity with the rest of the EU
• in September, an active demand response service was created, configured as a
specific balancing product with annual contracting by auction
Integrated Annual Report 2022 Performance Markets and regulation 057
• regarding the rest of the regulatory measures, electricity storage is assimilated to 3.1.4. EDPR Markets
generation for the purposes of its processing, and RD 413/2014 is amended to allow the
installation of storage associated with RECORE
3.1.4.1. The evolution of renewables around the world
• the processing of modifications to installations in the gas system network to adapt
them to the injection of renewable gases was eased and Law 34/1998 on Hydrocarbons
Wind
and RD 1434/2002 were amended to facilitate the connection of direct lines for
renewable gases
In 2022, wind capacity additions were around 95-98 GW, according to energy analysts4.
• the general framework of the regulatory sandbox for the promotion of research and
Of this, around 90% was onshore wind (84-88 GW) and the remaining capacity was
innovation in the electricity sector was established
offshore (9-13 GW). Although wind global net capacity added to the power system in
2022 remained fairly the same as in 2021, the additions on onshore technology were
In addition, a temporary levy on energy and credit institutions was approved in December, to
significantly higher than offshore.
be applied in 2023 and 2024 based on the results of 2022 and 2023. It is a non-deductible
levy, and it will be calculated as 1.2% of the net turnover of the activity carried out in Spain,
Overall, China remains the largest wind market, although additions have dropped from last
excluding regulated activities. Neither the total amount payable nor the initial payment may
year’s record-breaking figures. According to the National Energy Administration (NEA),
be passed on.
China added 37.6 GW of wind power, down 21% in annual terms, due to the end of subsidies
to offshore projects and to the imposed restrictions associated with the Covid-19 pandemic.
Regarding the distribution activity, on 31 May, Order TED/490/2022 was published,
implementing the Supreme Court ruling in relation to the declaration that Order IET/980/2016,
In the USA, sources point to 10-11 GW of onshore wind capacity installed in 2022. This is a
of 10 June, which establishes the remuneration of electricity distribution companies for
slowdown compared to previous years, which is mainly explained by the phase-down of the
2016, is detrimental to the public interest. In addition, Order TED/749/2022, of 27 July,
Production Tax Credit (PTC) prior to the approval of the Inflation Reduction Act (IRA).
approves the incentive or penalty for the reduction of losses in the electricity distribution
network for 2016, modifies the base remuneration for 2016 for several distribution companies,
Onshore wind installations in the European Union represented around 90% of the total of 15
and approves the remuneration of electricity distribution companies for 2017, 2018 and 2019.
GW, according to Wind Europe, with Germany, Sweden, Finland, Spain, and France
leading the ranking. Regarding offshore, France commissioned its first wind farm with a
capacity of 500MW, while the UK added 3 GW to the energy system, one of the countries
ranking highest in terms of offshore wind additions.
Meanwhile, in Latin America, Brazil was likely the largest market in 2022, with wind experts
pointing to around 3 GW of new onshore wind additions.
All analysts highlighted the challenges faced by the wind industry. The difficulties felt on the
supply chains across the globe affected the wind deployment rate, and the higher cost of
materials and turbine components caused disruptions in the business of turbine
manufacturers. Besides the 2022-specific challenges, the constraints felt before 2022 are
4
Experts consulted include GWEC, IHS Markit, Bloomberg New Energy Finance, Wood Mackenzie, IEA, Wind Europe, and the American Clean Power Association, among others
Integrated Annual Report 2022 Performance Markets and regulation 058
still being tackled, namely the slow and bureaucratic permitting processes - acknowledged 3.1.4.2. Regulatory Framework
by many analysts to be one of the main obstacles to a faster deployment of onshore wind.
Belgium
Solar PV
Belgium has implemented a green certificate scheme (GC) to promote the use of renewable
Solar PV reported additions were very distinct from source to source with a range of 206 to energy sources. Under this scheme, wind farms receive the market price for the electricity
268 GW of new capacity in 2022. In any case, the capacity additions of 2022 surpassed they produce, as well as additional GCs per megawatt-hour (MWh) produced. The number of
the 200 GW milestone, confirming analysts’ expectations from last year. GCs per MWh (kECO) for new plants' contracts was previously revised every two years.
However, due to rising electricity prices, an extraordinary revision was done in December
China remains the largest solar PV market worldwide and once again achieved a new 2021. From April 2022, onshore wind projects will receive 0.52 GCs per MWh instead of
historical high in new installations, with 87 GW added according to the National Energy the current rate of 0.73 GCs per MWh.
Administration (NEA). Currently, almost 90% of polysilicon – a key material for solar PV
modules - is produced in China, supporting the country’s dominant role in the solar PV Given the current high pool prices, the kECO value published in December 2022 for new
market. reservations in 2023 is 0 GCs per MWh. This means that the 7%-IRR target for such units
would be already reached during their lifetime without needing any GCs on top of market
More than 40 GW were installed in the European Union in 2022, according to SolarPower revenues. This is because Belgium's scheme methodology assumes long-term pool prices
Europe, significantly above the 28 GW installed in 2021. Germany is the EU country driving forecast by inflating current FWDs values. If later on, pool prices decrease in a way that GCs
most of the growth, having installed 8 GW in 2022, followed by Spain with 7.5 GW, Poland are needed to reach the target IRR, the GC rate will be adjusted accordingly and become
with 5 GW, and the Netherlands with 4 GW. again higher than zero. The minimum price for GCs is set at 65€/GC in Wallonia.
In the US, 7 GW of utility-scale solar PV were added in the first three quarters of 2022, Poland
according to data presented by the American Clean Power Association (ACP). Although
overall results are positive, the preliminary data points to a relative slowdown of the sector, In Poland, the electricity price can be established through bilateral contracts. Wind farms
mainly explained by trade barriers, high equipment prices, and ongoing supply chain commissioned before 2018 are supported through a Green Certificate (GC) scheme. Under
constraints, that are hindering solar energy’s fast progress. this scheme, wind farms receive 1 GC per MWh during a 15-year period. Electricity suppliers
are required to comply with GC obligations and a substitution fee is imposed for non-
The energy experts’ last estimates on new solar PV additions in Latin America revealed that compliance.
2022 might be a record year. Since 2018, the region has, every year, added more solar PV
than wind, and this trend is set to continue. The strong rise of solar PV is primarily driven by Since 2018, wind farms in Poland are supported by 15-year two-side Contracts-for-
the small-scale segment. The rapid expansion of the sector was witnessed in Brazil, with 2.7 difference awarded through auctions.
GW added in 2022, according to ANEEL, and Chile with 1.8 GW, according to ACERA data.
Italy
Prior to 2012, wind farms in operation were supported by a feed-in-premium scheme that
was applicable during the first 15 years of operation. Under this scheme, wind farm
operators were given a premium on top of the market price for the electricity they produced.
Integrated Annual Report 2022 Performance Markets and regulation 059
In 2013, the Italian government introduced a new support mechanism for wind farms, known installations for the current regulatory period (until 2026). The premium calculation is based
as the Contract for Difference (CfD) scheme. Under this scheme, wind farms commissioned on standard assets (standard load factor, production, and costs).
from 2013 to 2017 were supported by a 20-year floor price, awarded through competitive
auctions. Since 2017, wind farms in Italy have been supported by a new 20-year two-sided Since 2016, all the new renewable capacity is allocated through competitive auctions. In
CfD scheme. 2020, Royal Decree 960/2020 defined the framework for a new auction mechanism. In 2021,
two auctions under the new scheme (set by RD 960/2020) were held: wind and onshore PV
Portugal projects competed for 12-year fixed-price PPAs with certain exposure to market prices (5%
for non-dispatchable and 25% for dispatchable RES). Participants were awarded
Portugal has a long history of supporting the development of wind energy. Wind farms unidentified MWs but were requested to comply with stringent deadlines and submit a
commissioned before 2006 are subject to a Feed-in-tariff (FiT) whose value is correlated strategic plan.
with production and indexed to the Consumer Price Index (CPI). The initial tenure of the FiT
was the soonest of 15 years (or until 2020) or 33GWh/MW. However, in 2013 the France
government introduced a tariff extension of 7 years, with a cap and floor scheme in exchange
for annual payments between 2013 and 2020. This provided a level of predictability and Old wind farms in France receive feed-in tariffs (FiTs) for 15 years, with values depending
stability for wind farm operators, allowing them to secure financing and plan for the long-term. on their COD and load factors achieved.
Wind farms under the new regime (Commissioning operation date (COD) after 2006) are In December 2016, a transitory CfD scheme was released in which wind farms having
subject to a FiT for 20 years from COD or 44 GWh per MW installed. The tariff value is also requested a PPA in 2016 would receive a 15-year CfD, with the strike price being very similar
indexed to the (CPI). Additionally, since 2019, solar projects are awarded following a new to the previous FiT. This scheme was closed in December 2019.
auction system. Solar PV projects awarded in the 2019 and 2020 auctions achieved record-
low prices, providing a cost-effective way for Portugal to increase its renewable energy From 2017 onwards, the French Government introduced a new set of rules for supporting
generation. wind farms:
Participants in the auction can choose among different remuneration schemes: a fixed • wind farms with 6 wind turbines or less, and with a maximum of 3MW per turbine
guaranteed tariff structure (that was transformed into a CfD in the 2020 auction), a market generator, can request a 20-year CfD, which strike price ranges from 72€/MWh to
scheme where players bid for a contribution made to the National Electric System, and, since 74€/MWh, depending on the turbine's diameter and may include a FiT reduction when a
2020, a new system consisting of a market scheme for power plants incorporating a storage yearly generation cap is reached. Since April 2022, an additional tip height restriction
system, in which participants bid the value of the capacity payment what they would like to (below 132m) has been implemented
receive. • wind farms that are not eligible for the above scheme need to participate in competitive
tenders in order to obtain a 20-year CfD
Spain • w new set of rules ("Cahier des Charges") that will govern auctions (both technology-
specific and neutral) from H2 2021 until 2026 were published in August 2021
Under Royal Decree 413/2014, wind energy projects receive a pool price and a premium
per MW in order to achieve a target return defined by regulation. Romania
In 2019, the Spanish government introduced a new support mechanism for wind farms with In Romania, wind assets (installed until 2013) received 2 GW/MWh until 2017 and 1
the Royal Decree Law 17/2019. This law has set the target return (TRF) at 7.398% for wind GC/MWh after 2017 until completing 15 years. Out of the 2 GC earned until March 2017, 1
farms prior to 2013 for the next two regulatory periods (until 2031) and 7.09% for new was postponed and could only be recovered gradually from January 2018.
Integrated Annual Report 2022 Performance Markets and regulation 060
Similarly, solar assets received 6 GC/MWh for 15 years. Out of the 6 GC earned until Vietnam
December 2020, 2 were postponed and may only be recovered gradually from 2025. The
GCs are traded in the market under a cap and floor system (cap 35.0€ and floor 29.4€). In Vietnam, onshore wind projects were supported under two different Feed-in-tariff (FiT)
regimes. Projects were granted a 20-year PPA with EVN, the state utility. However, as the
Wind assets (installed after 2013) receive 1.5 GC/MWh until 2017 and 0.75 GC/MWh latest feed-in tariff was closed for new projects, a new support scheme is expected to be
afterward until completing 15 years. Solar PV facilities (installed after 2014) only receive 3 released soon, and most likely, competitive auctions will be introduced.
GC. Additionally, the GCs issued after April 2017 and the CGs postponed to trading from July
2013 will remain valid and may be traded until March 2032. The FIT schemes are no longer available. However, a transitional scheme has been published
for renewable projects that had a FiT signed but failed to commission on time. The transitional
Greece scheme would be subject to price negotiation with EVN.
In Greece, renewable energy projects are supported by a 20-year feed-in premium (CfD) Other APAC
awarded through auctions. In 2022, Greece launched a new support system, based on two-
way contract-for-difference (CfD) contracts, awarded through auctions. Under this In the Asia Pacific region, many geographies enacted Feed-in-tariff (FIT) schemes in the
system, for both onshore wind and solar installations, support will be awarded through a joint early stages of renewables development, such as Japan, Taiwan, India, and Thailand among
competitive tendering procedure, with minimum reserves per technology of 30%. others. However, most of these geographies are now transitioning to other schemes, mainly
auction-based systems, and are opening up to the possibility of private corporate power
Hungary purchase agreements (PPAs). For example, South Korea, Malaysia, and some states in
Australia are now allowing for private PPAs.
In Hungary, renewable energy projects before 2016 benefited from a feed-in tariff scheme
(“KÁT system”). In 2016, the FiT was closed to new projects and replaced by a new support Other geographies, such as India or South Korea, have opted for Green Certificate (GC)
system (“MÉTAR system”) consisting of 15-year Contracts-for-Difference (CfD) granted systems, although this system has not been widely used in the Asia Pacific region.
through technology-neutral tenders.
An increasing number of geographies in the region are setting auctions to remunerate
United Kingdom renewable projects, such as Singapore, Japan, China, some states in Australia, Taiwan, India,
and Malaysia.
The United Kingdom has supported the development of renewables through a 15-year
two-way Contracts-for-difference (CfD) scheme, awarded through auctions, since 2013. USA
This scheme has progressively replaced the former Green Certificate.
The major update in 2022 was the passage of the Inflation Reduction Act (IRA) in August,
Under the CfD scheme, "established technologies" which include onshore wind and solar the most robust federal commitment to clean energy to date. This new US law allocates $369
PV, compete for budgets in each allocation round. Less mature technologies have a billion for energy and climate provisions, over a 10-year period, three times the current
separate "pot" of the allocated budget. For the first time, in the 2023 auction, offshore will annual budget for energy. The technology-neutral tax credits and other funding will push
compete with mature technologies. toward the energy transition, making it easier to deploy renewable energy, build out green
technologies and subsidize consumer adoption from electric cars to heat pumps.
The IRA extended and expanded the clean energy tax credit system. The credit rate available
for Production Tax Credit (PTC) and Investment Tax Credit (TC) can increase if labour,
Integrated Annual Report 2022 Performance Markets and regulation 061
domestic content, and location requirements are met. If all bonuses are met, the maximum In Alberta, in October 2022, Danielle Smith was elected the next premier, after winning the
PTC value is $31.2 /MWh and the maximum ITC value is 60% of the capital expenditure. leadership of the United Conservative Party. Part of her initial platform was the
implementation of the Alberta Sovereignty Act, which would allow the province to ignore
One of the highlighted provisions of the IRA that is different from past energy legislation is the federal laws, such as the carbon tax. However, legal experts believed the Act, as proposed,
domestic manufacturing credits. These credits apply to OEMs manufacturing in the US and had no constitutional grounds, which is likely why days after being elected she de-fanged it.
give a 10% bump to the ITC and PTC for projects that meet the domestic content requirement. While the current regulatory construct in Albert strongly supports renewables, this act and
This new proposed measure led to several companies already publicly announcing Smith’s hostile attitude towards renewable energy brings an uncertain direction for
intentions to bring solar manufacturing to the US. Wood Mackenzie estimates an Carbon Policy & Net-Zero in this region.
additional 15 GW of announced manufacturing capacity by 2023, while BloombergNEF
tracked 28 GW of US-based module factory new announcements in 2022. Mexico
In April 2022, the AD/CVD tariff investigation was initiated, and it has been impacting the In April 2022, the constitutional reform to the power sector was rejected by the Mexican
US solar developer’s market ever since. On December 2, 2022, the US Commerce Congress. This proposal had been presented on October 2021 and would have granted CFE
Department has delivered a preliminary finding that four of the eight major solar exporters the monopoly in the electric energy value chain, taking over the regulatory activities of the
it was investigating from Thailand, Malaysia, Cambodia, and Vietnam had helped Chinese industry, establishing tariffs, operating the electric dispatch, and executing the energy
solar suppliers circumvent decade-old anti-dumping duties. However, an executive transition. The independent regulator of the energy sector, CRE, would have been eliminated,
order President Joe Biden issued in June 2022, which suspended any new tariffs resulting and the State-owned company would have acquired constitutional autonomy.
from Commerce’s inquiry until June 6, 2024, should blunt the ruling’s impact on US solar
development. There were also updates on the 2021 Modifications to the Electricity Industry Law (LIE),
which proposed reforms that would negatively impact the economic dispatch logic,
Another key regulatory update of 2022 was the enforcement of the Uyghur Forced Labour cancelling the Clean Energy Certificates as well as all generation permits and Purchase
Protection Act (UFLPA) on June 21st, imposing additional restrictions on solar modules made Power Agreements (PPA) for private market participants. In April 2022, the Mexican
with polysilicon sourced from China’s Xinjiang province. Its detentions began shortly Supreme court declared Constitutional the modifications to the Electricity Industry Law (LIE),
thereafter, but even after several months, Customers and Border Protection (CBP) has not but it also allowed legal procedures against its application. Later, in July 2022 a federal
made major releases of equipment. The requirements to demonstrate compliance with the judge granted an injunction with general effects against the LIE modification implying a
UFLPA are more rigorous than those for the Withhold Release Order (WRO) issued last fall. return to the legal structure before the modification for all market participants.
Canada Brazil
In November 2022, Canada’s government proposed new tax credits for investments made Old wind farms in Brazil receive support under a feed-in program known as "PROINFA".
in clean technology and hydrogen in its Fall Economic Statement, hoping to keep pace with However, since 2008, the Brazilian government has implemented a new mechanism for
the financial support provided to manufacturers in the US through the IRA. If enacted, a tax supporting the development of wind energy through competitive auctions. Under this
credit of up to 30% of the capital cost of investments made in electricity generation mechanism, 20-year Power Purchase Agreements (PPAs) are awarded to the winning
systems as well as a tax credit of at least 40 % for the production of clean hydrogen, would be projects. Additionally, electricity may also be sold under private PPAs in Brazil.
made available from the first day of next year’s federal budget and end in 2035 and 2030,
respectively. The non-refund for solar generation curtailment caused by electrical unavailability has been
an issue for entrepreneurs in Brazil, but in 2022 the National Electrical Energy Agency
(ANEEL) published transition rules to calculate the compensation for the solar plants
Integrated Annual Report 2022 Performance Markets and regulation 062
constrained-off with regulated contracts. ANEEL launched the Public Consultation nº 3.1.5. Brazil
48/2022 to discuss the regulation for this compensation including solar plants with bilateral
contracts.
3.1.5.1. Regulatory Framework
Considering the end of tariffs’ discounts for solar and wind power plants established by
Regarding the power market opening, the Minister of Mines and Energy (MME) launched a
Law 14.300/2021, the Energy Research Office - EPE and the Ministry of Mines and Energy –
Public Consultation to discuss the liberalization for consumers with less than 500kW load and
MME released a Public Consultation to discuss the proposal for guidelines establishing
voltage levels equal to or greater than 2.3kV, from January 2024, represented by retailers.
environmental benefits for the power sector, including the creation of a market for carbon
Another Public Consultation was launched to discuss an Ordinance draft proposing the
credits. The outcome of the Public Consultation has not yet been published.
liberalization, in which low voltage consumers could choose their energy seller from January
2026 onwards represented by retailers (Residential and Rural Consumers Class only from
Colombia
2028). The Ordinance for low voltage consumers’ market opening has not been published yet.
In Colombia, wind farms are awarded 15-year contracts through competitive pay-as-bid
In 2022, an ordinary review of the physical guarantee (GF) of hydroelectric power plants
auctions. These contracts are signed with distribution companies, which guarantees the pur-
was made, adjusting the GF for 2023. In this process, 4 of 5 EDP’s hydro plants were eligible
chase of the energy produced by the wind farm.
for the review. After the end of this process, some companies positioned themselves against
Additionally, Colombian wind farms must secure reliability charge contracts, which provide a the critical period 5 used in the GF’s calculation. These companies took legal action, requesting
monthly payment in exchange for having part of their capacity available when the system is MME a new calculation for their power plants using the critical period updated. If this legal
under tight supply conditions. action succeeds, it may worsen the GSF 6, negatively impacting all power plants participants
of the energy reallocation mechanism (MRE).
Chile
A regulatory framework was created for the development of Distributed Generation (DG) in
In Chile, the government has implemented a system of technology-neutral auctions to Brazil. In summary, a transition period was established for the charge of levies over energy
support the development of renewable and non-renewable energy projects. These injected in the grid, signalling legal security and regulatory stability to this kind of investments,
auctions award 15-year PPAs with distribution companies. thus incentivizing clean energies. The main topics of this Law were:
Additionally, large non-regulated customers can also enter into PPAs directly with generators • existing installations (current model up to 2045): Mini and micro-generators already
or organize a public auction. established will only pay a component of the tariff over the difference, if positive, between
total consumption and energy production injected in the distribution grid, up to 2045. The
waiver will also apply to new investments if access to the distributor is requested within
two months after the Law’s publication. Only mini and micro-generators that require
access to the grid until January 6th, 2023, shall benefit from the levies
• new installations (Tariff Transition): the Law created a transition period, of six to eight
years, for the payment of distribution charges, with a gradual percentual increase up to
2028. The difference will be borne by distribution companies through CDE.
5
Period of time under which the system supply goes from maximum to minimum storage, without intermediate refill, respecting some established tolerances. The critical period in hydrology is one element taken into consideration within the calculation of physical guarantees.
6
Generation Scaling Factor
Integrated Annual Report 2022 Performance Markets and regulation 063
On June 27, 2022, was determined the allocation, in favour of consumers, of the amounts
related to the exclusion of ICMS 7 of the database of the PIS/Pasep/Cofins 8. This topic was
object of several lawsuits. The Law established that the allocation of referred values should
be made through the tariff processes of distribution utilities, as forecast and availability of
credits by the Federal Revenue Service of Brazil.
Later in the year it was determined that transmission concessions will be auctioned at the
end of the contractual term, with the possibility of renewal only as an exception (unfeasibility
of bidding or in case of any prejudice for the public interest). This Decree was preceded by a
Public Consultation opened by the MME in which EDP included some contributions.
Between 2024 and 2032, twenty-four transmission concession agreements will expire. It is
worth noting that EDP's first transmission contract expires in January 2043.
Given that 2021 was the year with the worst water shortage in 91 years, the House of
Exceptional Rules for Hydro management (CREG) decided to put in motion a simplified
auction, as an exceptional measure to ensure a fast thermal energy supply between 2022 and
2025. The Simplified Competitive Procedure (PCS) was held on October 25th, 2021.
However, the hydrologic situation was much better than expected at the beginning of 2022,
making it doubtful to dispatch the power plants that bid in PCS, since these contracts have, on
average, much higher prices, overcharging the consumers. Furthermore, these contracts have
a clause establishing the contract termination if the projects didn’t initiate the operation until
May 1st, 2022, which was the case for the greatest part of the winning projects. MME released
a Public Consultation proposing a friendly termination of the PCS contracts for those who
have not violated clauses that imply contract termination, without charging fines and
penalties, and for those who have violated those clauses, the strict application of contractual
clauses. In December 20th2022 was published the friendly termination guidelines.
7
ICMS – Brazilian tax on the circulation of goods and provision of services.
8
PIS: Program of Social Integration; COFINS: Contribution for the Financing of Social Security
Integrated Annual Report 2022 Performance Risk management in the year 064
In-depth knowledge about key sources of Mapping of key risks Development of the risk map with the main risks for Updating of the risk map exercise for 2023 throughout
risk exposure (and representation in a structured taxonomy). 2023 and the Business Plan horizon. the year; development of the risk map with the main risks
Quantitative analysis of exposures (based on average Identification of the main emerging risks for the EDP for 2024.
and maximum loss). group in the next ten years. Updating the annual climate risk assessment exercise.
Presence in national Development of the climate risk assessment. Deepening of knowledge about the main IT/OT risks.
and international forums on risk management. In-depth analysis of management and exposure to Continued integration of ESG risks in the EDP group risk
supply chain risks, exposure to inflation risk and electric management framework.
mobility.
Creation of the ESG risk taxonomy and updating of the
EDP group’s risk taxonomy.
Definition of management strategy Support for explanation and reflection on risk-return Strengthening the integrated management of Alignment of the EDP group's Risk Appetite Statement
trade-offs (and risk appetite) in the main management counterparty risks, namely by revising quantification with the new Business Plan.
decisions. methodologies, exposure limits and mitigation Implementation of counterparty risk concepts and
Periodic updating of the risk appetite statement, instruments. practices aligned between group entities, and
formalized and disclosed in the Annual Report. Assessment of the maturity of the corporate risk centralization of risk metrics.
management structure, and definition and Implementation of the Corporate Risk Management
implementation of a roadmap for the evolution of Roadmap.
maturity.
Active participation of risk in key decisions Risk advice/ support for the Business Plan and Budget Analysis of the EDP group's risk profile in relation to Strategic Risk Reflection for the EDP group Business
and management processes exercises. different asset portfolios. Plan.
Support for investment decisions (incl. participation in Analysis of the vertical integration of the generation and
Investment Committee). retail businesses with a view to risk mitigation.
Support the definition of coverage strategies for key Active participation providing advice for the evaluation
exposures. of EDP group investments.
Analysis and advice on topics
with possible impact in the risk profile of the group.
Follow-up and control of key exposures (through
periodical reports at group level and for the most
relevant BUs).
Periodical Risk Committees (for debate of key sources of
risk exposure and treatment measures).
Formalization of risk governance model Establishment of policy and principles for risk Clarification of the responsibilities of the EDP group's Updating the EDP group's corporate risk management
management at EDP group. risk-officers, strengthening of governance tools relevant policy.
to risk management, namely the local Risk Committees Continued support for the dynamization of the risk-
(at the level of the Business Units and Platforms), review officers network and the maturing of the risk function (in
of governance models and creation of new risk areas in the BUs with more recent risk governance models).
some BUs.
Integrated Annual Report 2022 Performance Risk management in the year 065
Continuous dissemination of the risk governance model, Definition of policy and practices supporting the
and integration of the corporate risk structure with the management of operational risk.
risk officers of the various BUs, providing visibility on the
main risk issues to top management.
Promotion of a solid risk culture, transversal Carrying out a wide range of awareness initiatives, Development of several sessions dedicated to risk: Consolidation of the program to strengthen the risk
to the organization adapted to the different target audiences: • Top management (executive and non-executive): culture.
• Reflection sessions for top management; three Risk Committees dedicated to the analysis of Dynamization of the program for the EDP group's risk-
• Courses at EDP University for senior managers and the main risk issues with the executive top officers network (including Risk-Officers Meeting).
middle management; management; participation in four sessions of the
Financial Matters Committee, in the meeting of the
• Specialized courses for all employees (e.g., ethics, Audit Committees and two plenary meetings with the
health and safety, cyber-security). General and Supervisory Board;
• Risk-officers meeting: holding a session with the
group's risk-officers network to share best practices;
• Creation of a platform/ tool for sharing risk
management information between the second line of
defense ("EDP ERM Repository").
Integrated Annual Report 2022 Performance Business area analysis 066
Hydro Generation
3.3.1. Renewables
Financial Analysis
€2,528M
• Wind and solar EBITDA increased to 2,157 million
euros in December 2022 reflecting: (i) the benefits from
portfolio expansion (average MWs installed +9% vs
10% vs. 2021 2021), (ii) higher average selling price (+21% vs 2021), (iii)
recovery of wind resources (+3p.p. vs 2021), namely in Iberia
North America, (iv) exchange rate tailwind, namely USD
and BRL (+89 million euros vs 2021), (v) and last year’s • EDP's hydro production portfolio in the Iberia includes a total of 5.5GW of installed
Polar Vortex in February in US, most significantly capacity, of which 45% includes pumping.
affecting the Ercot/Texas assets (c.-35 million euros); • Hydro generation in 2022 decreased 38% year on year (-3.8TWh), to 6.0TWh, reflecting
more than offset the weak performance of Hydro Iberia the most extreme drought in the last 90 years in Iberia, with hydro generation coefficient
mainly driven by poor hydro resources throughout the of 0.63 in Portugal, compared with a coefficient of 0.93 in 2021.
year coupled with pre-hedged volumes and increased
electricity prices (-37% vs. long term average in Portugal Brazil
in 2022 vs. -7% in 2021), despite some recovery in fourth
quarter of 2022. • The Hydro generation portfolio in Brazil includes a total of 1.4 GW of installed capacity
• Hydro EBITDA decreased 163 million euros vs which constitutes a decrease of 0.2 GW against 2021 due to the sale of Mascarenhas
2021 to 370 million euros. In Iberia, EBITDA decrease 174 power plant (Energest). The portfolio also includes 0.6 GW of equity installed capacity.
million euros impacted by the extreme dry weather in a • In 2022, following an improved hydrological scenario, the average GSF stayed at 86%
context of very high wholesale electricity prices (total (up from previous year’s 77%). Consequently, the volume of energy production,
hydro production shortfall in 2022: 3.5 TWh normalized considering the consolidated companies, was 5,731 GWh, an increase of 5% year-on-
year vs. 3.3 TWh as of first nine months of 2022), despite year.
the strong surge in hydro resources particularly in
December (67% above long-term average). In Brazil,
EBITDA increased +6% vs 2021 (+10 million euros) due to
the recovery of hydro volumes which had a net positive
impact coupled with 17% avg. BRL appreciation.
Integrated Annual Report 2022 Performance Business area analysis 067
Wind and Solar Generation wind, 188 MW were under construction in Europe (119 MW Italy, 22 MW Portugal, 20 MW
Spain, 15 MW France, 12 MW Poland), 502 MW in North America (202 MW in the United
States and 300 MW in Canada) and 504 MW in Colombia. Solar PV projects respect to
659 MW in Europe (193 MW in Italy, 184 MW in Poland, 170 MW in Portugal and 112 MW
in Spain), 1,573 MW in the United States, and 126 MW in APAC (88 MW in Singapore, 26
MW in China, 6 MW Taiwan and 6 MW in Thailand). On wind offshore, 419 MW were
under construction in the United Kingdom and 12 MW in France.
Risk outlook
• Renewable generation volumes: uncertainty regarding hydro generation levels, with high
volatility, being 2022 an example of a year with very low production in the Iberian
Peninsula; uncertainty regarding the remaining technologies with less annual volatility.
• Prices of PPAs: rising trend of increase of capacity through auctions and directly by
• The Group's wind and solar generation portfolio corresponds to a total of 14.7 GW of contracting corporate PPAs.
installed capacity, an increase of 1.2 GW (+9%) explained by the growth of the portfolio • Prices for generation to market: increased price volatility in the energy market, including
of EDP Renováveis (“EDPR”) net of deconsolidations resulting from the asset rotation electricity prices, green certificates, and RECs (Renewable Energy Credits).
strategy. • Policy / regulatory support for renewables: uncertainty regarding long-term regulatory
• In 2022, EDPR added a total of 2,121 MW, including the acquisition of a solar portfolio in frameworks (i.e., incentives, capacity, among others), as well as potential clawbacks to
Vietnam (200 MW) and Sunseap’s acquisition (+402 MW portfolio of solar and solar DG inframarginal technologies.
assets, in several countries in APAC). • Political/social risk in EDP geographies: risk of political uncertainty and instability in EDP
• Regarding the EBITDA portfolio, EDPR added: i) 1,053 MW of onshore wind technology: geographies, the most current example being Brazil, with the risk of social unrest
378 MW in Europe (145 MW in Spain, 100 MW Poland, 83 MW Italy, 33 MW France, 18 increasing after the 2022 presidential elections.
MW Portugal), 96 MW in Mexico and 580 MW in Brazil; ii) 597 MW of solar PV • Counterparty: possibility of counterparties defaulting on their obligations (i.e., energy
technology: 200 MW in the United States, 53 MW in Europe (36 MW Poland, 9 MW Spain, sales contracts, equipment purchase contracts, among others).
8 MW Portugal) and 345 MW in APAC (340 MW Vietnam, 4 MW in Singapore, 1 MW • Interest rates and capital gains: increased volatility of reference interest rates, impacting
Taiwan); iii) 455 MW of solar DG technology: 116 MW in the United States and 338 MW in the expected profitability of new investments and impacting the lower-than-expected
APAC (225 MW Singapore, 44 MW China, 37 MW Vietnam, 31 MW Taiwan, 1 MW selling price of parks, leading to lower capital gains.
Thailand). • FX: potential evolution of key currencies leading to lower results in EUR.
• Following the asset rotation strategy, EDPR concluded the following sales: 100% stake on • Construction and asset development: delays in the allocation of construction permits and
181 MW in Spain, 172 MW in Italy, 149 MW in Poland and 260 MW in Brazil wind onshore potential capex deviations and delays in the commissioning date, due to supply chain
portfolios; and 200 MW of a Build and Transfer solar project in the United States. related constraints and cost increases.
• Regarding the equity portfolio, the variation was +15 MW on the back of Sunseap’s • Asset operation and availability: uncertainty regarding damage of assets and/ or loss of
acquisition (6 MW Japan, 5 MW Cambodia, 5 MW Malaysia). profit, risk of delays in maintenance and construction due to logistical and supply chain
• Wind and solar generation increased by 10% in 2022, reflecting the higher average constraints.
installed capacity (+1 GW).
• At the end of 2022, EDPR had 4.0 GW of capacity under construction, of which 1.2 GW
related to onshore wind, 2.4 GW solar PV and 0.4 GW offshore wind. Regarding onshore
Integrated Annual Report 2022 Performance Business area analysis 068
Iberia Europe
• 2022 marked the most challenging year of the current century in terms of providing
• The Iberian thermal generation portfolio has an installed capacity of 4.9 GW, with most of energy-related products and services. Wholesale energy and commodities prices
the capacity being CCGT (59% or 2.9 GW) and coal (37% or 1.8 GW). The remaining soared during 2022 in response to gas supply shortage due to Ukraine-Russian conflict
thermal capacity is divided between nuclear (0.2 GW), cogeneration and waste. and sanctions taken by Western counties against Russian gas supply, which led to all-
• Thermal generation increased 45% compared to 2021 (+5.3 TWh), to 17.2TWh, reflecting time high inflation levels in energy products and services.
the response of the impact of the drought in Iberia and the increase of electricity exports • The already in place Energy Transition plans were fast paced worldwide with countries
to France. Nuclear generation remained stable. and companies committing to more ambitious Net Zero targets, which resulted in higher
prices and supply chain disruptions. These decisions affected directly prices and supply
Brazil of solar panels and Electric Charges to face a higher demand of customers looking for
green solutions and energy independence.
• In Brazil, EDP has 720 MW of installed thermal capacity corresponding to Pecém plant. • The high uncertainty and price oscillations led clients to go back to the regulated
• In 2022, Pecém was not dispatched due to the improved hydrological scenario. business. In Portugal the regulated electricity business (operated by EDP under SU
• Despite not being dispatched, Pecém’s availability stayed at 97.5%. Electricidade brand) increased 5% vs 2021 in number of clients to 1 million, and 20% in
electricity sold to 3 TWh.
Supply • On the other hand, and in line with the regulated business exodus, EDP liberalized
electricity business saw a 3% reduction in number of clients to 3.9 million, and an
increase of volumes sold to 18 TWh, mainly due to the increase in large accounts
consumptions vs a 2021 impacted by the pandemic and lockdowns. As a direct effect of
the increase in gas products and the governmental incentive in the regulated business,
• the liberalized gas business lost competitiveness, and therefore EDP portfolio of gas
customers in Portugal reduced by 15% to 550 thousand, and volumes decreased by 17%
to 3.5 TWh.
• In Spain, EDP also registered an increase of 12% in electricity sold to 12 TWh, due to no
pandemic restrictions and lockdowns, and a decrease of 14% in gas volume sold to
3.3TWh.
• In the services sector, among the main traditional services, emphasis should be placed on
“Funciona” portfolio, which grew by 11% to 600 thousand customers and “EDP Saúde”,
which registered a total number of 220 thousand customers in Portugal, 13% more than
in 2021.
• Regarding the commitment and the focus on to new services more focused on efficiency
and energy transition, emphasis is placed on solar DG and Electric Mobility. Even with the
global supply chain disruption, EDP installed in Iberia 200 MWac, 2.4x more than 2021.
In mobility, EDP installed 2.3 thousand chargers, both public and private.
• Following the acquisition of Enertel in 2021 (a solar DG company in Italy), in 2022 EDP
reinforced the strategy of Solar DG geographical expansion with the acquisitions of Soon
Integrated Annual Report 2022 Performance Business area analysis 071
Energy and Zielona, two Polish providers of Solar DG solutions. In Italy and Poland, EDP
installed 32 MWac in 2022.
Brazil
• Following the trends in Iberia, the volume of energy sold in 2022 increased by 8% to 15
TWh, with the increase coming from the liberalized B2B business. The regulated business
increased 1% to 13.7 TWh.
• The focus on distributed generation is also a reality in Brazil, even though it was the
geography most harmed by the supply chain disruptions and installations delayed, with
solar DG installations dropping from 33 MWac to 9 MWac, although the delays are
planned to be executed during 2023.
Risk outlook
• Market price: increased price volatility in the energy market, including electricity prices,
with impact across the business in Generation, Distribution (in Brazil) and
Commercialization, as well as fuel prices with impact on the Energy Management
activity.
• Risk on thermal revenue: possibility of a fall in thermal generation spreads.
• Retail margin/market share: uncertainty regarding the evolution of retail margin or loss
of market share, marketing of new products and services and potential deviations in
demand vs. energy previously contracted).
• Political/social risk in EDP geographies: risk of political uncertainty and instability in
EDP geographies, the most current example being Brazil, with the risk of social unrest
increasing after the 2022 presidential elections.
• Counterparty: possibility of counterparties defaulting on their obligations (i.e., energy
sales contracts, energy purchase contracts, equipment purchase contracts, among
others).
• Operation and availability of assets: uncertainty regarding damage to assets and/or
loss of profits, risk of delays in maintenance and construction due to logistical and supply
chain constraints.
Integrated Annual Report 2022 Performance Group’s financial analysis 072
• Client Solutions and Energy Management EBIT • Net Financial results amounted to -910 million euros in
EBITDA amounted to 486 million euros in 2022. 2022 penalized by -58 million of euros of ForEx. Net financial
€4,524M
Excluding the one-off impacts (-6 million euros vs
2021, from net gain of 4 million euros in 2021 to net €2,530M interests increased 32% to -726 million of euros in 2022,
driven by ForEx and higher cost of debt indexed to inflation in
loss of 2 million euros in 2022), Recurring EBITDA Brazil. Average cost of debt increased to 4.4%, penalized by
increased 370 million euros vs 2021 to 488 million 31% vs. 2021 all currencies but mainly due to the increase in inflation in
22% vs. 2021 euros. The increase in thermal generation, as well Brazil that more than doubled the cost of debt of EDP in that
as the positive results from energy management currency. Excluding BRL cost of debt increased ~20 bps from
in the fourth quarter of 2022, and the supply 2.5% to 2.7%.
normalization, more than compensated the
negative impact from the largest drought in
NET PROFIT
decades, that generated a -3.5 TWh deviation in Attributable to
hydro production vs. average, in a context of high EDP Shareholders
wholesale energy prices.
• Income taxes amounted to 398 million euros,
• Opex costs increased 21% vs. 2021 to 1,874
million euros. The tight cost control and
€679M representing an effective tax rate of 25% in 2022.
successful implementation of ongoing saving 3% vs. 2021 • Non-controlling interests increased 10% to 491 million
programs, mainly in Iberia, were offset by the euros in 2022, including (i) 362 million euros related to EDPR,
requirements needed to accelerate growth in mainly explained by a better performance in projects with
renewables and EDP Góias integration. minorities and higher free float vs. 2021; (ii) 84 million euros
related to EDP Brasil on the back of the strong growth in net
profit and the impact of BRL , partly mitigated by an increase
of EDP stake in EDP Brasil after buyback program; and (iii) 45
• Other net operating revenues/(costs) million euros mainly attributable to the 25% minority stake at
decreased by 298 million euros, to a net operating the electricity networks business in Spain.
revenue of 38 million euros, mainly on the lower
gains from the asset rotation and higher • Net profit attributable to EDP shareholders reached 679
EBIT regulatory costs in Europe. million euros in 2022 (+3% vs. 2021). This result was
penalized by non-recurrent effect of -€192m in 2022,
3.4.2. Investment Activity ASSET ROTATION The execution of our asset rotation strategy was strong
GROSS INVESTMENT during 2022:
€6,673M
Expansion Investments (including
Expansion Capex and Financial
€1,967M In 2022 we announced and closed several asset rotation
deals, of which it’s worth highlighting: (i) a 181 MW wind
Investments), 6,018 million euros portfolio in Spain (233 Million euros), (ii) a 149 MW wind
71% vs. 2021 (+80% vs. 2021) portfolio in Poland (315 Million euros), (iii) a 172 MW wind
portfolio in Italy (382 Million euros), (iv) the Build & Transfer
• Expansion Investment represented 90% of total Agreement of EDPR’s 200 MW Indiana Crossroads Solar
investment and mostly dedicated to new renewables in the US and (147 Million euros), and (v) a 260 MW wind
capacity and electricity networks (~96%). portfolio in Brazil (133 Million euros). The remaining asset
• Expansion Investment in new wind & solar rotation proceeds resulted from transactions announced
capacity amounted to 5.2 billion (+77% vs. 2021), in 2021, which only were cashed-in in 2022.
distributed by North America (38%), Europe (26%),
APAC (22%) and South America (14%).
• In Brazil, in local currency, Expansion Capex in
transmission investments doubled while capex in
NET DEBT
distribution increased by 46% vs 2021, namely due to the 3.4.3. Net Debt
acquisition of new transmission lines and grid expansion
and improving quality of service in distribution.
€13,223M As of December 2022, net debt stood at 13.2 billion euros,
14% higher vs. December 2021, impacted by (i) a robust
14% vs. 2021
Maintenance Capex, €656M performance of the organic cash flow (2.6 billion euros);
(+15% vs. 2021) (ii) proceeds from asset rotations in the period (2 billion
euros). This decrease was partly mitigated by our core
• Maintenance capex amounted to 656 million expansion activity with the significant step up of our
euros in 2022 and was mostly absorbed by networks in expansion investment (6.0 billion euros, including
Iberia and Brazil (76 % of total). financial investments) and the annual dividend payment
(753 million of euros).
Integrated Annual Report 2022 Performance Group’s financial analysis 075
• Centralized policy for financial debt at EDP – Energias de Portugal, S.A. and EDP Finance
BV (approximately 81% of gross debt), while the remainder is divided between EDP Brasil All EDP issuances in 2022 were senior green notes, detailed as follow:
(ring fenced vs. the rest of the Group), project finance at some EDP Renewables
ISIN CODE CURRENCY AMOUNT COUPON MATURITY
subsidiaries.
• In 2022, the average cost of debt stood at 4.4% (+90 basis points vs. 2021), mainly driven XS2459544339 EUR 1,250,000,000 1.875% 21/09/2029
by the cost and relative weight increase of Brazilian Real in our gross debt.
XS2542914986 EUR 500,000,000 3.875% 11/03/2030
• Fixed interest rate debt represents 75% of overall gross financial debt.
XS2532478190 USD 500,000,000 6.300% 11/03/2027
Gross Debt by Currency in Dec-22 (1)
2%
14% Rating
Regarding EDP’s rating, throughout the second half of 2022, EDP maintained its rating,
namely S&P’s rating of BBB with stable outlook, Moody’s rating of Baa3 with positive outlook
and Fitch’s rating of BBB with stable outlook.
48%
36%
LONG-TERM SHORT-TERM OUTLOOK
1) After FX-derivatives
Integrated Annual Report 2022 Performance Share performance 076
EDP market price was 4.656€ per share at the end of 2022, 3.8% below the 4.838€ per share
at the end of 2021. Based on the payment of dividends to shareholders held on April 6th, 2022
(0.19€ per share), which implied a dividend yield of 3.9% (considering 2021’s year-end
closing price), in 2022 EDP generated a total shareholder return (TSR) of 0.5%, assuming
automatic reinvestment of the dividends received into new shares.
In 2022, European Equities benchmark index, Eurostoxx 600, yielded a TSR of -11.4%
significantly impacted by geo-political tensions that challenged the trend of globalization, of
which the most relevant was the invasion of Ukraine which triggered an exceptional energy
and food crisis across most of the world. In most developed economies, a strong surge
in inflation led the central banks to sharply increase the cost of money, pressuring the assets’
real value. end of the year. The performance was nonetheless hampered by concerns about the cost of
debt, risk of regulatory intervention in Europe and volatile energy management results at EDP
The Utilities Sector outperformed the Eurostoxx600 and exhibited total return of -7.1% return level.
in 2022 as investors sought more defensive stocks during the market downturn and the setup
of the European recovery plan and approval of the inflation reduction act (IRA) in the USA
which is expected to strongly promote decarbonizing the economies and securing energy 3.5.3. Factors influencing the change in EDP share price
independence improved the renewables outlook. On the other hand, performance was
affected by the increase of the interest rates as central banks tried to curb inflation. The performance of EDP’s share price in 2022 was impacted by several factors. On one hand,
Furthermore, some energy companies were penalized by increasing energy sourcing costs the improvement of the macro situation on the back of the end of Covid-19’s lockdowns led to
caused by volatile energy markets and political intervention. a recovery of electricity demand as economies re-opened which caught supply chains
unprepared. On the other hand, the execution and strong delivery of EDP’s Strategic Plan
In 2022, the global benchmark for clean energy-related businesses, S&P Global Clean growth targets in the first year of this plan.
Energy Index, registered a TSR of -4.7%, mainly driven by easing of the global congestions
in supply chains and improvement of the outlook for renewables development, namely in the
EU and in the USA. These factors were offset by concerns on the sustainability of renewables’
projects internal rates of return as the cost of capital increased due to higher interest rate.
EDP’s TSR of +0.5% in 2022 outperformed both European and Utilities benchmark
Indexes, benefiting from renewables stronger growth prospects, namely in Europe and in the
US, relative regulatory stability in Portugal and recovery of the hydro conditions towards the
Integrated Annual Report 2022 Performance Share performance 077
In the Strategic Update held virtually on February 25th, 2021, EDP reiterated its dividend policy, There are currently 23 Equity sell side analysts with active coverage of EDP. During 2022, the
comprising a dividend floor of 0.19€ per share on the dividend going forward, which we weight of Buy recommendations by equity sell side analysts improved significantly to 100%,
delivered in 2022. The announced dividend policy dictates that the dividend should continue representing 8 p.p increase, due to an improvement in outlook for renewable players, cheap
to evolve in tandem to earnings per share, within a payout ratio interval of 75% to 85%. exposure to renewables/under-valued Iberian assets, hydro recovery, and regulatory stability
in Portugal. Hold recommendations decreased from 8% to 0%, whereas Sell
5,0% 6,8% 7,7% 8,1% 6,9% 5,7% 5,6% 6,6% 6,6% 6,2% 4,9% 3,7% 4,1% Dividend recommendations remain 0%. The average Price Target as of December 31st, 2022, was
yield
€4.656 per share, according to Bloomberg, implying a 22% upside potential.
55% 58% 60% 67% 67% 65% 74% 72% 62% 87% 81% 90% 91%
Payout
80% BUY
70%
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 60%
Accordingly, for the 2021 financial year the Executive Board of Directors of EDP submitted to 50%
the approval of the General Shareholders’ Meeting of April 6th, 2022, a proposal for the
40%
allocation of 2021 profits, including 753 million euros to be distributed to shareholders in the
form of dividends. The proposal was approved at the General Meeting and a gross dividend 30%
of 0.19€ per share was paid on the April 26th, 2022.
20%
(1) 2018 Payout based on Net Profit excluding regulatory impacts (-€208m), impairments at coal plants in Iberia (-€21m), restructuring
HOLD
costs (-€21m), net gain on disposals (+€64m), debt prepayment fees and others (-€26m) and the extraordinary contribution for the energy 10%
8%
sector (-€65m).
SELL
(2) 2019 Payout based on Net Profit excluding impairments (-€224m), the provision for Fridão (-€59m), provision reversal at S. Manoel and 0%
the gain on the revaluation of Feedzai (+€28m), restructuring costs (-€8m), provision for the sharing of some gains with customers and Dec-21 Jan-22 Feb-22 Mar-22 Apr-22 May-22 Jun-22 Jul-22 Aug-22 Sep-22 Oct-22 Nov-22
gains following the change in medical plan of employees in Brazil (-€12m) and the extraordinary contribution for the energy sector (-
€66m).
Fonte: Bloomberg
(3) 2020 Payout based on Net Profit excluding the net gain from disposals and investments (+€325m), impairments (-€252m, mainly
thermal in Iberia), liability management costs (-€55m), regulation related items and other (-€18m) and HR reestructuring costs (-€38m).
(4) 2021 Payout based on Net Profit excluding the adjustment of net gain and net profit contribution from disposals (-€384m), (ii)
impairments and provisions (€269m, mainly thermal in Iberia), (iii) liability management costs (€55m), (iv) regulation related items and
other (€17m) and (v) restructuring costs (€22m).
Integrated Annual Report 2022 Performance Share performance 080
3.5.6. Volumes
EDP‘s ordinary shares are publicly traded not only in its main market (Euronext Lisbon),
but also in other 27 stock exchanges (including Turquoise and Chi-X Europe) and
7 Over-the-Counter markets (including BATS Chi-X Europe and BOAT)
35 35.0
30 30.0
16.2 15.6
-3%
25 25.0
20 20.0
10 10.0
5 5.0
6.5 +20% 7.8
Fonte: Bloomberg
0 0.0
2021 2022
Sustainability
3.6.1. Accelerated and sustainable growth 82
3.6.1.1. Decarbonising the world 83
3.6.1.2. Customer experience 91
3.6
3.6.2. Future-proof organisation 99
3.6.2.1. Ethics and compliance 99
3.6.2.2. Communication and transparency 106
3.6.2.3. Transforming our business 111
3.6.2.4. People management 119
3.6.2.5. Health and safety 124
3.6.2.6. Crisis management 126
• EDP Renewables constructs Indiana's largest solar park, with a capacity of 200 MW, which will produce enough energy to supply the average
consumption of more than 36,000 homes per year
• EDP will provide 100 million euros by 2025 for investments in innovative solutions that can impact the business, through start-ups
• Inauguration of the floating photovoltaic solar park in Alqueva, the largest in Europe in reservoir. The energy produced by the approximately 12,000
photovoltaic panels will supply about 30% of electricity needs of the population in this region of Alentejo (Portugal)
• EDP has signed a global partnership to install up to 100 MWp of solar power in Faurecia units in Europe, Asia and the United States. By the end of
2023, EDP intends to install more than 60 self-consumption solar parks at the multinational's factories in Portugal, Spain, Italy, the United States,
Highlights 2022 China, South Korea, Japan and Thailand. This is the largest distributed solar energy project secured to date by EDP, and the first to be installed with
the same partner on several continents
• The European Commission has classified three EDP projects as strategic for the energy transition. This selection, made under the IPCEI Hy2Use,
which involves 35 projects in 13 Member States, aims to promote the development of green hydrogen production in Europe
• EDP Renováveis has completed the installation of the two largest and most powerful onshore wind turbines in the Iberian Peninsula
• EDP Brasil produced the first molecule of green hydrogen (H2V) in its new generation unit in São Gonçalo do Amarante, Ceará, the first strategic
step in the development of the hydrogen pilot project in the Pecém Thermoelectric Complex.
• Companies and investors will navigate the increasing risk of litigation related to sustainability (in)actions
Main challenges 2023 1 • Climate strategies will be reconsidered in the face of energy security and affordability concerns
• Addressing the challenges of market curability and uncertainty alongside the expected growth in the global sustainable finance market.
1
Challenges identified by S&P Global in 'Key sustainability trends that will drive decision-making in 2023' (available in www.spglobal.com) and recognized by EDP as relevant
Integrated Annual Report 2022 Performance Sustainability 083
3.6. Sustainability EDP contributes to the decarbonisation of the world economy on two different fronts:
The fight against climate change and, in particular, the fulfilment of the climate goals of the
Paris Agreement, reinforced in the Glasgow Pact, has led to a five-fold acceleration in the
pace of decarbonisation of the world economy.
The electricity sector, through the use of renewable energies, is key to this acceleration by
promoting the electrification of the remaining sectors, particularly transport, air conditioning
in buildings and industry. EDP, by the nature of its activity, plays a pivotal role in this collective
effort to combat climate change, an integral part of its global strategy.
Leading the energy transition, contributing to a low carbon economy, has been a primary
objective of the group, which is now a globally recognised reference among its peers.
Integrated Annual Report 2022 Performance Sustainability 084
KPI 2022
TARGET 2025
Renewable energy
1
North America installed capacity includes 1 MW of storage.
The path to decarbonisation involves a strong commitment to electricity production from To increase flexibility, EDP also intends to expand its energy storage capacity beyond its
renewable sources. traditional storage in hydroelectric plants with a pumped-storage reservoir. An increase of
0.4 GW of capacity is therefore planned for 2021-2025.
The 2021-2025 Business Plan emphasised the acceleration of the group's investment in
renewable energy, with a planned investment of 19.2 billion euros for its expansion, which The group's asset rotation continuity strategy significantly contributes to this implementation.
corresponds to 80% of the group's total investment in the energy transition. This In 2022, EDP installed 1,053 MW of wind farms and 1,052 MW of solar farms, and sold a total
unprecedented investment in renewable energy includes wind, solar and green hydrogen of 790 MW, resulting in a net addition of 1,315 MW of installed capacity.
complemented by energy storage technologies.
In line with the marked investment planned in renewable energies, EDP has set demanding
The Plan targets 20 GW gross added renewable capacity by 2025. On average, new gross targets, aiming to achieve full carbon neutrality (Scope 1 and 2 emissions) in 2030. By 2025,
capacity is estimated at 4 GW/year, during the period 2021 to 2025, preferably in low-risk the installed capacity of renewable origin should exceed 90%, reaching 100% in 2030.
markets with regulatory stability, favouring long-term PPA (Power Purchase Agreement) and
energy purchases Contracts for Difference (CfD). In relative terms, at the end of 2022, the percentage of installed capacity of renewable origin
was 79%, i.e. a decrease of 1 p.p. compared with 2021. This variation was mainly due to the
In technological terms, 47% of the total planned capacity, i.e., 9.4 GW, will be allocated to solar inclusion of the Los Barrios power station (coal) in the consolidation perimeter.
technology, 46% (9.1 GW) to onshore wind technology, 7% (1.4 GW) to decentralised solar
and 5% (0.9 GW) to offshore wind, to be carried out by the company Ocean Winds (50/50 In 2022, renewable energy represented 74% of the electricity generated by the group, 2%
joint venture with Engie). less than in 2021. Of this 74%, wind energy represented 70%, hydro 26% and solar 4%. The
slight drop in this indicator was essentially due to (1) the sharp reduction in hydroelectric
generation in the Iberian Peninsula (IPH below 0.7) as a result of the severe drought that
affected the Iberian Peninsula until November; (2) the sharp increase in generation from coal-
Integrated Annual Report 2022 Performance Sustainability 085
fired power stations in Spain as a result of the drought and the escalating price of natural gas, technologies (solar, wind, hydro and storage), the medium-term production of green hydrogen
also a consequence of the war in Ukraine; (3) the increase in wind and solar generation and and solar and wind installations on offshore structures.
the fact that the Pecém power station has been shut down have not been enough to
compensate for previous situations. In 2022, EDP completed the installation of the largest floating solar plant in Portugal, located
in the reservoir of the Alqueva hydroelectric power station, with an installed capacity of
RENEWABLE INSTALLED CAPACITY (%) 5 MWp and a battery of 1 MW/2 MWh. Also in this field, EDP secured the right to install a
70 MVA power plant on the same reservoir in the first floating solar plant tender launched in
Portugal. The grid connection capacity allocated in this process should allow the installation
of up to 154 MW of renewable energy, including the 70 MW of floating solar PV and,
100%
91% additionally, 14 MW of solar equipment and hybridisation of 70 MW of wind capacity.
79% 80% 79%
70% 72% 74% 74% 74%
EDP, through Ocean Winds, has been raising its profile in offshore wind growth with 1.5 GW
48%
gross capacity in operation by 2022, around 0.9 GW under construction and a portfolio of 14
GW under development. This focus on offshore wind goes far beyond what was foreseen in
PN21-25.
2005 2015 2016 2017 2018 2019 2020 2021 2022 2025 2030 3.6.1.1.2. Distributed generation
Anticipating the new energy paradigm, EDP has been consolidating its presence in a future in
which power production, consumption and distribution will be increasingly decentralised. In
this sense, the group offers a variety of solutions aimed at the specific needs of the various
RENEWABLE ENERGY GENERATION (%) customer segments, through a diverse and competitive set of products and services in the
solar photovoltaic field, which avoid emissions in the final consumption of energy.
In addition to the suppliers in Portugal, Spain and Brazil, and the services offered in Italy and
100%
Poland by EDP Comercial, EDP Renováveis has also begun this activity:
83%
74% 76% 74%
66% 67% 67%
58% 56% • in the United States, with the acquisition of a majority stake in the company C2 Omega,
with a portfolio of 88 MWp of installed capacity and a short-term pipeline of more than
20% 150 MWp in 16 states
• in APAC, with the consolidation of the acquisition of 91% of Sunseap in Singapore, the
largest decentralised solar company in Southeast Asia, with 563 MW of solar projects
2005 2015 2016 2017 2018 2019 2020 2021 2022 2025 2030 operational and under construction and a portfolio of 10 GW of renewable projects in
different stages of development
The decarbonisation route that the group has followed also involves the development of
innovative projects, in anticipation of future business solutions. There is notable investment in
areas such as energy hybridisation, which leverages potential synergies between different
Integrated Annual Report 2022 Performance Sustainability 086
• in Germany, with the acquisition of a 70% stake in the company Kronos Solar Projects 3.6.1.1.3. Sustainable mobility
GmbH ("Kronos"), with 1.4 GW in installed solar projects and a portfolio of 9.4 GW in
different stages of development in Germany (4.5 GW), France (2.7 GW), the Netherlands KPI 2022
TARGET 2025
(1.2 GW) and the United Kingdom (0.9 GW). Sustainable mobility
In 2022, EDP installed a total of 256 MW of solar photovoltaic systems, both in the 76.5 K Customers with electric mobility solutions 180k
transactional format, with a customised installation service tailored to each customer, and in
the as-a-service format, in which the investment and operation of the system is ensured by 14.6% Electrification of the light fleet 100% (in 2030)
EDP during a certain contracted period with the customer.
6,010 Charging points installed >40k
The total installed capacity amounted to 700 MW, which produced 565 GWh and avoided
300 ktCO2e of emissions.
EDP has made a pioneering commitment to promote electric mobility over the next few years.
DECENTRALISED SOLAR INSTALLED CAPACITY (%) The objectives now outlined are in line with the conviction that combating climate change and
decarbonising the economy will involve greater penetration of renewable energies and
electrification of consumption, particularly in the transport, heating and cooling sectors.
14,7%
In conjunction with the group's strategic objectives of achieving 100% renewable installed
1,7% capacity by 2030 and reducing its specific CO2 emissions by 90% in 2030 compared to 2015
levels, we are actively contributing to accelerating the transition to sustainable mobility. EDP
8,1% is committed to achieving a 100% electric fleet (light vehicles) by 2030, which will require
48,3%
considerable investment in the renewal of its vehicle fleet. This transition will now be
0,8% accelerated and will lead to a 70% reduction in CO2 emissions from the global fleet, which
consists of some 4,000 service vehicles.
EDP has also committed to the installation of 40,000 public and private charging points by
2025 in all the countries where we are commercially active (Portugal, Spain and Brazil), as well
26,5%
as for 180,000 customers with electric mobility solutions by 2025.
Within the scope of the services provided by EDP, which contribute to the decarbonisation of
Portugal Spain South America energy consumption, electric mobility also plays a fundamental role.
Rest of the Europe North America (1) APAC
Given the potential for action, the company has internalised a great proportion of its efforts in
(1)
North America installed capacity includes 1 MW of storage. the area of electric mobility through solutions (products, services and charging networks),
mostly aimed at its customers, but also in internal measures at group level. In this sphere, EDP
has established initiatives to encourage the acquisition of electric vehicles by its employees,
maintaining the "Electric Mobility Employee Pack" initiative, which offers special conditions
Integrated Annual Report 2022 Performance Sustainability 087
to employees in Portugal for the acquisition of electric vehicles and the use of charging In Portugal
solutions.
EDP Comercial supplies and installs charging solutions for electric vehicles through charging
In 2022, EDP launched the "Sustainable Mobility Support Credits" initiative, which stations for the B2C and B2B segments.
allocates an annual sum to employees for use in shared mobility programmes (excluding
individual combustion-powered vehicles). EDP Comercial has refreshed its website with relevant information to help customers
overcome the initial barriers of this new paradigm of sustainable transport, including a
In addition, EDP's approach has included the promotion of an ecosystem of partnerships and simulator to help customers choose the best solution for their electric vehicle based on their
initiatives for electric mobility at international level: mobility profile and home electric installation.
• EDP actively participates in Eurelectric - where it will chair the E-Mobility Working group In 2022, EDP Comercial made a huge digital transformation of the E-mobility ecosystem,
from 2023, contributing to the ongoing discussions within these organisations for the which resulted in the launch of a new mobile app and web portals.
development of business-oriented regulations and frameworks to support the transition
to clean mobility The EDP Charge application allows customers to run on the public grid, at home and in the
• EDP is a board member of ChargeUp Europe, an association of EV charging workplace. Using this new app, customers can check charger availability, run simulations of
infrastructure industry companies, which works actively on policy advocacy to promote charging session costs, start and stop digitally, resulting in a new and seamless customer
the rapid and effortless deployment of EV charging infrastructure in Europe. EDP was the experience.
first Portuguese company to join this association
• It collaborates with the WBCSD on a multisectoral programme that addresses business The new EDP Charging Portals for condominium and B2B customers enable various charger
solutions and guidelines for the decarbonisation of mobility management features, monitor charging sessions and take remote actions on chargers that
• It is a founding member of TDA, which brings together the 3 Cs (countries, cities/regions give customers self-sufficiency and flexibility.
and businesses) as the key drivers of sustainable, low-carbon mobility - it aims to
accelerate the global transformation of the transport sector to a net zero-emission Smart charging was also launched in 2022. It offers a more convenient way to charge electric
mobility system before 2050 vehicles when there is less electrical power available. As a result of exponential increases in
• EDP is part of The Climate group's ambitious EV100 initiative mobility, this topic has become a major concern for customers.
• In order to give visibility to electric mobility, EDP continues to promote the "Portugal Mobi
Summit", the largest urban mobility event in Portugal for the fifth consecutive year, in In terms of charging solutions for the B2B segment, the EDP Comercial platform that provides
partnership with the Global Media group. access to personalised energy efficiency recommendations and technical services adapted
to the business, Save to Compete, has updated its offer with charging solutions adapted to the
Products and Services real needs of business customers, both for private and public access spaces, with different
levels of customisation and also available as-a-service.
The EDP group has a diverse commercial offer of products and services, particularly in
Portugal, Spain and Brazil. Throughout 2022, EDP worked to make available the best In Spain
charging solutions to its customers. The group focused, on the one hand, on the development
of increasingly complete electric mobility solutions tailored to the needs of the growing The product MiVē, is an app aimed at the B2C segment, fully configurable by the customer
market. And, on the other, on more competitive prices, and so progressively reaching more through a calculator that covers all consumer needs in a single fixed monthly fee, particularly:
drivers of electric vehicles. charging at home, including the charger, the respective installation and energy consumption;
Integrated Annual Report 2022 Performance Sustainability 088
charging away from home, at the public charging stations on EDP's public charging app Agreements have been established with various organisations, such as municipal councils
(MOVE ON); and other additional services. and service stations, but also alliances with private companies such as the Ahorramas
supermarket chain, where EDPplans to install 450 charging points in 140 car parks and
In the B2B segment, EDP continued to invest in the promotion of the Save to Compete platform company offices.
that offers the possibility of managing its charging points through MOVE ON. In this way, the
corporate customer decides the conditions of access to its charging points (users, prices, etc.) Together with Ahorramas, the alliance is being extended to include a large self-consumption
and EDP manages them, subsequently returning the income generated to the corporate solar project at its central platform in Velilla de San Antonio, consisting of more than
customer. The participating company thus obtains a potentially new source of revenue. 3,300 solar panels and having an installed power of 1,800 kWp, which will mean annual
energy savings of 25% of total consumption at its logistics warehouses and central offices.
Public charging network With this installation, which will produce around 3,000 MWh annually, more than 1,650 tonnes
of CO2 will be avoided.
Teleworking and the boom in micro-mobility have significantly boosted the demand for
electric vehicles and the inevitable need for charging infrastructure. At regional level, in the Principality of Asturias, an agreement was also signed with Masymas
(Hijos de Luis Rodríguez) for the installation of 20 chargers, each with a power of 22 kW, at
In Portugal eleven shops in the region.
The estimated electric charging needs for the coming years indicate a demand for 20,000 The Mastercard pilot project was also developed, between EDP and Efibat, in which the first 5
charging stations by 2025. public charging points were set up with technology that allows customers to pay using bank
cards and/or mobile phones.
EDP has contributed positively to the creation of a vast public charging network, increasing
the number of charging points in Portugal´s key locations with strategic partners (Brisa, In Brazil
McDonalds, Burger King, etc.).
After the 2021 installation of two more charging stations at the Guarulhos International Airport
In 2022, EDP increased its number of contracted charging points by more than 70% and and nine ultra-fast charging points (one of them being 350 kW, the most powerful in Latin
formed several important partnerships that resulted in more than 2,000 contracted charging America), EDP Brasil started, in 2022, the installation of an ultra-fast charging network
points. EDP's growing network of partners, who provide space on their premises for the covering the entire state of São Paulo and connecting the main electric corridors in the
deployment of charging points, continues to be crucial for EV users, ensuring greater country. This project, which should already be completed by early 2023, is part of EDP Smart's
capillarity of the public charging infrastructure. It is important to note that 2022 saw the initiatives in electric mobility presented to Aneel via Research & Development, totalling
highest use of EDP´s public charging network, with over 400,000 charging sessions in investments close to R$ 50 million.
Portugal.
EDP leads the CEME market - the public charging market - with more than 50k customers
benefiting from one of the most attractive tariffs in the public charging market.
In Spain
By the end of 2022, EDP accounted a total of 800 public charging stations in Spain.
Integrated Annual Report 2022 Performance Sustainability 089
3.6.1.1.4. Energy efficiency The set of energy efficiency, sustainable mobility and distributed generation initiatives carried
out in 2022 led to an estimated energy saving of 490 GWh, avoiding the emission of
1,755 ktCO2, including those corresponding to the sale of electricity from renewable sources,
KPI 2022 through the guarantees of origin scheme. Since 2015, the savings generated from sustainable
TARGET 2025
Energy efficiency services have made it possible to avoid the emission of 11.9 MtCO2, which represents around
80% of the 2025 target.
38% B2C Customers with sustainable services 25%
EDP promotes the improvement of energy efficiency throughout the value chain as an
important contribution to decarbonisation, contributing to greater efficiency in the end use of
energy by offering its customers low carbon products and services.
In 2022, 38% of B2C customers on the liberalised market had sustainable services, such as
energy efficiency, electric mobility or decentralised solar services. The aim is to ensure that
we offer these services to 25% of these customers by 2025 and 50% by 2030.
In Portugal, the Casa Elétrica programme continued, focusing on B2C customers, which aims
to promote the change of butane or propane gas consumption to electricity, with an impact on
energy consumption and safety, and in alignment with the strategy of electrification of
consumption.
In Brazil, EDP also invests in energy efficiency initiatives, either through distribution
companies, which operate in the regulated market, or through the service company EDP
Smart, which operates in the liberalised market. The distributors, according to the legislation
of the Brazilian electricity sector, have the obligation to apply 0.4% of net operating revenue
annually in Energy Efficiency Programs (PEE) and 0.1% in the National Program of Electric
Energy Conservation (PROCEL). EDP Smart offers solutions to improve energy efficiency
(lighting, air conditioning) and also in the area of electric mobility and distributed generation.
By 2022, the implemented measures led to energy savings of 30 GWh and 32 ktCO2 avoided.
Energy efficiency services generated around 491 million euros of income in 2022,
representing a 88% increase compared to 2021.
Integrated Annual Report 2022 Performance Sustainability 090
3.6.1.2. Customer experience The EDP group maintained its commitment to accelerating investment in commercial
innovation by diversifying its portfolio of services and markets to ensure a highly satisfying
EDP provides energy supply and services to residential customers in the Iberian Peninsula and customer experience through its commercial services, and excellence in the quality of the
in Brazil, and business customers in Portugal, Spain, Italy, Poland and Brazil. commercial relationship. Commitments that are part of the EDP’s values and culture and
translated into quantitative strategic objectives.
In Iberia, the regulatory framework defines the separation of distribution (regulated market),
supply (liberalised and regulated market) and supply in the regulated market. While, in 3.6.1.2.1. Promoting sustainable consumption
Portugal, EDP operates in the three activities through independent companies, in Spain it is
present in distribution (regulated market) and supply (liberalised market). In Brazil, in the In line with EDP's ambition to be the global leader in energy transition, the group has been
states of São Paulo and Espírito Santo, EDP operates in the regulated market, in distribution broadening its portfolio to provide consumers with products and services that enable them to
and supply, as well as in supply in the liberalized market. contribute to a more sustainable planet.
In 2022, the growth in the market for solar solutions for self-consumption stands out. Although Efficient solutions and equipment
the demand for this type of solutions has increased in all countries, it is important to highlight
the company's consolidation in relatively new territories through acquisitions. Such an To achieve carbon neutrality, it is necessary not only to electrify consumption, but also to
example is the purchase of Soon Energy and Zielona-Energia.com, in Poland, and Enertel, in change the way in which we consume energy, making it more conscious. In this context, EDP
Italy, the later still in 2021. has at its customers' disposal a kit of energy-efficient equipment that allows consumers to use
less energy but meet the same day-to-day goals. Examples are air-conditioning appliances
In the current market context, there are several events and trends that put pressure on service - which today are up to four times more efficient than traditional electric heaters - and water
quality and challenge the commercial relationship with customers, of which we highlight the heaters, whose savings, in the case of solar water heaters, can account for up to 60% of water
following: heating, among others. For those seeking an integrated solution, EDP also has the Casa
Elétrica (Electric Home) service available, which includes advice, technical assessment and
• the volatility in the energy markets that forces adjustments in price and contractual installation for the electrification of the home, resulting in greater levels of comfort and savings
conditions and the search for solutions that favour price stability and predictability for the customer.
• the priority to decarbonise and adapt to climate change, through continuous
technological, digital and legislative innovation Solar energy
• new regulatory dynamics and customer behaviour associated with decarbonisation
objectives In a year of great volatility in the energy markets having an impact on gas and electricity prices
• the growing importance of energy services compared to the traditional business of selling for residential and business customers, the focus on solar energy has gained new relevance.
energy This clean and virtually inexhaustible energy source allows customers to transition smoothly,
• the increasing frequency of extreme events with an impact on infrastructure. at the same time reducing their exposure to fluctuating electricity prices and, consequently,
their energy bill.
As a result, transformation dynamics in the market context are changing the classic
segmentation of customers, widening their diversity and expanding business opportunities EDP offers its customers a portfolio of solutions to maximise the investment and benefits of
and challenges. In this area, special attention must focus on trends towards the energy rating solar installation, with emphasis on a consumption monitoring system and the possibility of
of buildings, the acceleration of electric mobility, self-consumption and energy communities, installing a storage battery so that the customer can use solar energy during the day or store it
and the increase in the divide between customers with the capacity to invest in energy for later use.
efficiency and customers in the state of energy poverty.
Integrated Annual Report 2022 Performance Sustainability 092
For the corporate sector, EDP is developing services tailored to the unique needs of each In Portugal, in the liberalised market, a satisfaction level of 88% was achieved, an increase on
business, with an emphasis on the as-a-service model, in which EDP assumes the entire the previous year. The NPS (Net Promoter Score) of the liberalised market, which measures the
investment and takes charge of the installation, operation and maintenance of the power degree of customer recommendation in relation to the company, was 26% in B2C segment
station. and 22% in B2B. In the regulated market, satisfaction levels reached 80%.
2022 was also a year of growth for Solar Neighbourhoods, renewable energy communities Despite having been a year marked by volatility and rising energy prices in wholesale markets,
that are democratising access to solar energy. In these neighbourhoods, producers make their the actions implemented throughout the year, particularly in terms of communication with
space available for the installation of solar panels and the energy generated is shared among customers, allowed the usually negative effects of these increases not to be reflected in the
the neighbours of the community. satisfaction of the end customer.
Electric mobility In Brazil, the main indicator used to measure customer satisfaction is the Quality Satisfaction
Index (ISQP), obtained through the ABRADEE Residential Survey. In 2022, there has been an
EDP helps in all steps of an electric vehicle user's journey, from initial research to charging improvement in the ranking (EDP São Paulo 69.5% and EDP Espírito Santo 74%).
solutions inside and outside the home. In this sense, in addition to information initiatives and
integrated offers for private charging, EDP has significantly increased the public charging In Spain, the B2B segment recorded an average satisfaction rate of 7.5 (on a scale of zero to
network, having exceeded 3,000 public charging points contracted at the Iberian level by ten).
2022. Increasing the charger network is one of EDP's major focuses to reduce what is still an
obstacle to the adoption of electric vehicles: the charging experience. 3.6.1.2.3. Complaint and claim management
With a strong and clear focus on digital and user experience, in 2022, EDP launched the new The EDP group continuously invests in the development of channels and means of handling
“EDP Charge”, the first application in Portugal to integrate the management of charging in complaints and grievances, as well as improving customer experience. In addition to
public and private spaces. The app, already at 14,000 downloads, provides users with a map facilitating conventional means of service, alternative solutions to those provided by law are
of charging points on the national grid, their availability and tariffs and can be used to link made available, such as the Customer Ombudsman, the Ethics Ombudsman (see Ethics
EDP’s Electric Mobility card to charge with 100% green energy, fully digitally, at any station on chapter) and participation in citizenship initiatives, such as the Complaints Portal.
the grid, in Portugal.
In Portugal, EDP has a Customer Ombudsman, an independent body whose role is to assess
3.6.1.2.2. Customer satisfaction customer complaints in cases where they are not satisfied with the responses obtained from
the standard system.
The EDP group has made the commitment to maintain a customer satisfaction level of over
75%. This objective is monitored through customer satisfaction in their interactions with the
company, the number of complaints, and through satisfaction questionnaires carried out
periodically.
Integrated Annual Report 2022 Performance Sustainability 093
RESPONSE DETAILS FROM THE CUSTOMER OMBUDSPERSON (%) In B2B energy in Spain, as in Portugal, the year was marked by complex changes in the energy
sector that negatively affected the number of complaints. Several improvement and
20% prevention measures were implemented, which contributed to a substantial reduction in the
volume of complaints registered in 2022.
In Brazil, at EDP São Paulo, complaints had a very positive evolution. In September, the
decrease against the same period of 2021 was already 16%. The FER (Equivalent Frequency
42%
of Complaints) improved 22% compared to 2021 (in the period from January to August),
6% reaching a FER of 4.04, well below the regulatory target (16).
SU # 578 666
Agree Disagree Partially Agree Matter Resolved
Spain 1 450 921
In Portugal, and according to ERSE, in September 2022, the liberalised market represented
around 86% of total customers and approximately 93% of consumption, in Portugal, and the
1
From December 2020, EDP stopped operating in B2C in Spain for the sale of electricity and gas. 2020 figure represents claims to 30 November 2020.
Integrated Annual Report 2022 Performance Sustainability 094
regulated market tariff is expected to be abolished at the end of 2025. Until then, liberalised same time, additional checks and analyses are carried out at the point of delivery to customers
market Normal Low Voltage electricity customers have the right to access a scheme in accordance with regulatory provisions. These procedures aim to support the optimisation
equivalent to regulated tariffs and may return to the regulated market if their supplier does not of the maintenance and operation of the distribution network, focusing on improving the
provide this equivalent scheme. The average reference price tariffs for end user in Portugal, in quality levels of service provided.
2022, was mostly composed of energy and supply costs (92.2%), as a result of the worsening
of electricity prices in wholesale markets, with the costs of energy policy and use of networks In 2022, the quality of service remained high as a result of the technical teams’ commitment,
representing, respectively, -11.2% and 19.0% of the total. a joint effort between EDP and service providers, management measures, new investments,
and cooperation and dialogue with stakeholders.
In Spain, on 30 September 2022, the liberalised market accounted for 64.9% of total
customers, 98.8%, in the SME segment, and 99.1% in industrial segments, and 63.8% of In Portugal, specific investments and maintenance plans in network assets, as well as
customers in the domestic segment. Domestic prices in Spain had an energy policy cost modernisation projects and the automation of the AT, MT and BT networks that were
component of around 25% of the final tariff, while the energy and network use components developed over the last decade, have contributed to good performance in the distribution
represented, respectively, 57% and 18% of the total. network, alongside stabilisation of the main indicators of service continuity in recent years,
confirming the widespread progress that reflects E-REDES´ good performance in improving
In Brazil, in September 2022, the liberalised market represented 0.03% of total customers Quality of Technical Service in electricity distribution.
(30,086 out of about 89 million customers), about 34% of consumption. Since January 2020,
all consumers with contracted power greater than or equal to 500 kW are eligible to migrate In 2022, the distribution network was subjected to a number of unusual climatic phenomena,
to the liberalised market, provided they purchase energy from renewable sources, with those which included the storm in the southern region on 7 and 8 December and the Efrain
contracting power greater than or equal to 2,000 kW being able to purchase energy from any depression between 11 and 13 December. In the southern region storm, the Tejo Valley,
source. Under Ministry of Mines and Energy (MME) Ordinance 465/2019, which set out the Metropolitan Area of Lisbon and the south of mainland Portugal were the regions most
timetable for reducing the compulsory purchase of certain sources and opening the market, affected by these adverse meteorological conditions. In the Efrain depression, the entire
consumers with contracted power greater than or equal to 1,500 kW can, since 1 January country, with the exception of the Mondego Asset Area, was affected, with winds gusting at
2021, purchase energy from any source as free consumers, with this threshold decreasing to more than 110 km/h, impacting the national distribution network at all voltage levels.
1,000 kW from 1 January 2022 and 500 kW from 1 January 2023. In September 2022, MME
Directive 50/2022 was published, which allows consumers in the high voltage market to buy E-REDES developed an effective response to these events, having alerted its entire
electricity from any supplier as from January 2024. In the same month, a Public Consultation operational structure with the activation of the POAC-RD (Distribution Network Crisis
was opened with a proposal for an Ordinance containing the schedule for opening the low Operational Action Plan), resulting in the strengthening E-REDES teams, the contact centre
voltage market starting from 2026, with predicted total opening by 2028, including (fault communication service) and its external service providers; and the enhancement of
residential and rural customers. With regard to the breakdown of the price of electricity, vehicle, generator and other specialised equipment allocation.
energy and sales costs constitute about 50% of the costs invoiced to the customer, with the
costs of using the networks (transport and distribution) and energy policy corresponding to In 2022, E-REDES focused on the treatment of data already collected and made available by
around 39% and 11%, respectively. the various equipment that makes up the electricity network, with the clear goal of improving
the operation and management of the network. Thus, was born the EasyINC. The project
3.6.1.2.5. Quality of service actioned a set of algorithms and rules for processing SCADA data in order to identify without
delay a relevant set of information about an occurrence (affected phases, defect elimination
Improving the quality of the technical service provided to customers is one of EDP's main aims time, success or failure of automatic reconnections, among others). This information allows
as an operator of distribution networks. EDP maintains a rigorous process of monitoring the operation to deal with an increasing number of alarms and obtain essential information
technical service quality, allowing the adoption of mitigating measures when required. At the about them, ensuring high levels of effectiveness and diminishing the possibility of error. From
Integrated Annual Report 2022 Performance Sustainability 095
an operation management perspective, it was possible to build a control dashboard that • promotion of online simulators that allow solutions to be customised and sized according
ensures aggregate information about what type of defects occur most in a part of the network, to each client's needs. In these offers, prior visits are made to adjust the solution and
or the success rate of automatic reconnections. It is also possible to observe and monitor the ensure that all additional interventions are considered
behaviour of some substation assets, such as the opening time of a circuit breaker on demand • steps are taken to ensure that the legal compliance of all services and products is met in
when its preventive performance is required, promoting a culture of action and foresight, accordance with the regulations in force
avoiding the failure of technical assets. • training and supervision of all installation teams as well as the inclusion of instructions for
use and safety rules made available to all customers
Also, within the framework of initiatives to improve the Quality of Technical Service, work in • specific studies for safety analyses of the structure of buildings and of accessory
the field of smart grids was intensified during 2022, with the development of projects aimed equipment, enabling safety risks to be mitigated or even eliminated, for continuous
at enhancing the use of information provided by intelligent measurement equipment. improvement
• regular inspection of assets, according to their function, type and regulation, to ensure
E-REDES España, for the second consecutive year, stands out as a leading company in safety their safe operation during their life cycle.
and quality of supply, a consequence of the investment made mainly in the digitisation of the
network so that it becomes totally intelligent, and in operational efficiency, articulated through 3.6.1.2.7. Vulnerable customers
the Veja project.
Quality of life and well-being are directly dependent on access to energy and, in particular, to
In Brazil in 2022, the indicators of distributors EDP São Paulo and EDP Espírito Santo quality electrical energy at affordable prices. In an increasingly technological and digital
remained below the regulatory limits established by ANEEL, mainly due to improvement society, ensuring that everyone can enjoy this essential asset is a challenge that the EDP
actions and preventive maintenance. Distributors count on specific projects to improve group places at the centre of its business strategy, for which it has established quantitative
quality indexes and are focused on remedying recurrent cuts, the improvement of internal objectives (more details at www.edp.com) and a commitment to contribute to the targets of
processes and the acquisition of new technologies. the United Nations sustainable development goals (SDG 7).
In the last year, the indicators of Equivalent Duration of Interruption per Consumer Unit (DEC) EDP’s approach to customer energy vulnerability is based on three pillars:
and Equivalent Frequency of interruption per Consumer Unit (FEC) recorded in both São Paulo
and Espírito Santo was consistently better than the limits defined by the regulator and lower
than that observed in 2021. COMMERCIAL COMMITMENTS ENERGY POVERTY ACCESS TO ENERGY
breakdowns. Priority clients are health services, security forces, firefighters, civil protection, mainland Portugal, with a discount equivalent to 31.2% of the invoice before tax in the
maritime and air safety, and penitentiary facilities. Similarly, for customers with special needs, regulated market, corresponding to a value of 2.6 million euros, of which 220 thousand euros
with limited vision, hearing or oral communication or olfactory deficit, EDP adapts its would be borne by the EDP group supply companies. In December 2022, the number of social
information and communication systems and guarantees the same levels of quality of service tariff beneficiaries in EDP's customer portfolio was approximately 529 thousand customers
and rights available to other customers. for electricity and 19 thousand for gas.
EDP also provides the “Safe Invoice” service, which covers situations of involuntary In addition, the support measures for customers exposed to the pandemic (unemployment,
unemployment, temporary incapacity for work or total and permanent disability. drop in household income equal to or greater than 20%, or infection by COVID-19) remained
in force until 31 March 2022, cutting off electricity and natural gas supply due to non-payment
Energy Poverty was prohibited and debt payment was made more flexible, by dividing the amounts owed into
up to 12 monthly instalments, with no late payment interest.
Energy poverty is associated with the inability of families to obtain the necessary energy
services to ensure adequate thermal comfort, i.e., inability to heat and cool their homes In Spain, the social tariff has been implemented since 2009, covering, however, only electricity
adequately at an acceptable cost. The structural causes of energy poverty are poor energy customers. The mechanism currently in force distinguishes three categories of social tariff
performance of the housing stock and the inability of unemployed and poor families to invest beneficiaries, depending on their income level: vulnerable customers, with a 25% dis-count,
in improving the energy efficiency of their homes. The social impacts of energy poverty are severely vulnerable customers, with a 40% discount, and customers at risk of exclusion, with
also well-known: deepening structural poverty and social exclusion, with significant impacts a 100% discount. However, as a result of the publication of Decree-Law 18/2022, of 18
on public health. October, vulnerable customers and severely vulnerable customers see their discounts
increased to 65% and 80%, respectively, until 31 December 2023. The discounts in question
EDP argues that support for energy poor customers should be directed at solving the structural apply to fixed term and maximum energy consumption. The social tariff is not granted
problem, fundamentally through the implementation of energy efficiency measures and the automatically and must be requested and renewed periodically by the customer, if they meet
adoption of preventive measures to avoid power being cut off in response to non-payment. In the eligibility conditions, in particular, income-related criteria. Following the sale of the B2C
line with the European Commission's guidelines, the group also advocates that this type of commercial business to Total in December 2020, there are no social tariff beneficiaries in the
measure be financed, preferably by the State, as an obligation of the Social State, or customer portfolio of EDP's suppliers in Spain. From the beginning of 2022, the financing of
alternatively supported by other consumers as a national solidarity measure. the social tariff discount is assumed by all agents of the electricity sector value chain in
proportion to their turnover, following the decision of the Spanish Supreme Court, which
In Portugal, since 2010, legislation has provided for the application of a social tariff for considered the previous model discriminatory because it only applied to electricity suppliers.
electricity and natural gas, which translates into a discount in the access tariff awarded to The sum financed by the EDP group, accumulated to the October 2022, amounts to
economically vulnerable customers which is financed, in the case of electricity, by electricity €14.1 million.
producers in the normal regime and, in the case of natural gas, by the transmission system
operator, distribution system operators and natural gas traders. In 2016, access to the social In Brazil, the Social Tariff was implemented in 2002 and consists of a benefit created by the
tariff was facilitated, with the extension of its eligibility criteria and its automatic allocation. Federal Government applicable to low-income families. This is a discount on the tariff
applicable to the residential class of the electricity distributors, which can vary between 10%,
In the process of defining the tariffs for 2022, the Energy Services Regulatory Authority 40% and 65%, according to the consumption of each residence, up to a maximum of
estimated a number of beneficiaries of the social electricity tariff in Portugal of around 845 220 kWh/month. Indigenous and quilombola families who meet the specified requirements
thousand customers, with a discount equivalent to 33.8% of the gross price of the transitory benefit, in turn, from a 100% discount up to a consumption limit of 50 kWh/month. In 2022,
regulated market tariffs, corresponding to €121 million, of which €81 million would be borne by EDP's two energy distribution companies had approximately 464 thousand customers in the
EDP. In turn, it estimated around 57 thousand beneficiaries of the natural gas social tariff in social tariff (base December 2022). ANEEL provides monthly databases with the information
Integrated Annual Report 2022 Performance Sustainability 097
The EDP group’s contribution to protecting vulnerable customers is not limited, however, to the
promotion of the social tariff and compliance with legal obligations. Voluntarily, through its
Social Investment Policy, EDP also develops programmes to combat energy poverty (see
chapter Voluntary investment in communities).
Access to Energy
This third axis is aimed at promoting access to energy for populations without connection to
electricity networks, either through investments in start-ups with this theme in mind, or
through the provision of an annual financing fund for accessibility to electricity projects in
countries with a high energy deficit. The theme of voluntary contributions to mitigate energy
poverty and promote access to energy is addressed in greater detail in the Social Investment
Report of the EDP group.
Integrated Annual Report 2022 Performance Sustainability 098
Future-proof organisation
• Recognition of EDP Renováveis as Top Employer Europe in six countries (Spain, France, Portugal, Italy, Poland and Romania) and, for the first time,
in Brazil
• Launch of the EDP Labelec Merit Award that distinguishes the best master's or PhD thesis in topics such as renewable energy, decarbonization
and technological innovation, in all markets in which the group is present
• Creation of a new common identity - EDP Y.E.S. - You Empower Society, a global brand, transversal to all geographies, to invest more than 300
Highlights 2022 million euros in social impact projects by 2030
• EDP was one of the signatories of the nine UN Global Compact Sustainable Ocean Principles, which provide a framework for sustainable business
practice in all industries and regions and recognize the urgency and global importance of ensuring a healthy ocean, committing itself to take
measures that would support the sustainability of the oceans for current and future generations
• The Access to Energy (A2E) Fund launched its fourth edition with twice the amount of funding: one million euros to support projects in five African
countries - Mozambique, Nigeria, Malawi, Angola and Rwanda.
• Adapt employment practices to new workforce dynamics in a context of economic and labour market uncertainty
Main challenges 2023 1 • Need to allocate more resources to managing the impact of human rights in supply chains alongside the emergence of new European regulations
on the subject.
1
Challenges identified by S&P Global in 'Key sustainability trends that will drive decision-making in 2023' (available in www.spglobal.com) and recognized by EDP as relevant
Integrated Annual Report 2022 Performance Sustainability 099
3.6.2 Future-proof organisation goal is, now, to strengthen the "substance" of business ethics in the Company's daily life - we
therefore call the program "Making Ethics Real".
3.6.2.1. Ethics and compliance
In both programs, but with particular emphasis on the current program, one of the main
objectives is the alignment of the business ethics policy throughout the EDP group, which
The EDP group assumes Integrity and Good Governance as one of its sustainable
is sought to materialize mainly through the sharing and implementation of practices in
development principles, which is reflected in compliance with established legislation and
organizational matters, training, and communication.
ethical standards, upholding and promoting respect for human rights within its sphere of
influence and ensuring governance of participatory, competent and integrity-based
In the first year of the new program, 2022, the Ethics Office and the Ethics Ombudsperson's
business.
activities focused on increasing the Company's involvement with the Business Ethics
Policy and strengthening employees' trust in the whistleblowing management process,
Accordingly, to contribute to its sustainability objectives, since 2005 EDP has had a Code of
issues whose importance became more evident because of the ethical climate survey
Ethics that establishes group-wide ethical principles and commitments applicable to all
conducted at the end of the previous year.
activity, complemented by other policies such as the Code of Conduct for Senior
Management and Senior Financial Officers, the Integrity Policy, the Information
As part of the efforts to further embed the Corporate Ethics Policy in the EDP universe, updating
Security Policy, the Personal Data Protection Policy, the Supplier Code of Conduct, the Code
and revising the Code of Ethics was one of the most relevant initiatives, in which, while
of Good Conduct for Preventing and Combating Harassment at Work, the Policy of Respect
maintaining the essence of the Code in force, an attempt was made to update the document with
for Human and Labour Rights, which are implemented through specific procedures.
new ethical topics and, as far as possible, make it more relevant and useful for all stakeholders.
EDP's new strategy and purpose were incorporated, the commitment to an effective Speak Up
In turn, there is a Compliance Management System which includes a range of policies,
policy was strengthened and the role of managers in exemplary behaviour was emphasized. The
organizational rules and responsibilities, action plans and procedures defined at corporate
entire image of the document was revised and aligned with the Company's new brand.
level and applying to the whole group. Whenever necessary, corporate guidelines are
specified by the business units, in order to meet the specific requirements of the different
Another important action in this line of increasing awareness of the importance of Ethics in the
geographical areas and activities.
Company's activities was the dissemination, through meetings with management, of the
results of the Ethics survey conducted at the end of the previous year. This sharing, carried out
3.6.2.1.1. Ethics
in all geographies, made it possible to identify the main areas for improvement in this matter
and to encourage the corresponding mitigating action plans.
Ethics Office (ETH) and Ethics Ombudsperson activity in 2022
Similarly, training and communication in Ethics were also activities that marked the year
Since 2019, the Ethics Office's activity has been based on the design, management (and
2022, as foreseen in the Ethics Program, having been developed several training sessions,
implementation as far as it is responsible) of Ethics Programs.
this year mainly aimed at managers, and in which we highlight the face-to-face training
"Approaching Ethics", held for about 170 middle managers, as well as the "Lead Now" sessions
Having concluded the 19-21 three-year period and with it the business ethics program aimed
held for 50 new managers. In the live online version, we highlight the training, already started
at strengthening the Ethics infrastructure at EDP - the program was called "Raising the Ethical
in 2021, on "Ethical Risks in Business", which this year reached 77 middle managers, and also
Building @EDP - a new program was designed for the 22-24 three-year period whose main
Integrated Annual Report 2022 Performance Sustainability 100
the "Leading Through Others" session for 30 top managers at international level. The overall while maintaining the same technological platform that previously supported the corporate
completion rate of these sessions was 65%. Ethics Channel.
Most of this training was designed and implemented in cooperation with AESE Business The new model, which allows for full compliance with the legal provisions in force in Portugal,
School as part of the Ethics Chair held between the school and EDP. was also implemented at EDP R and constitutes an example of excellence that we believe will
ensure the desired confidence of all stakeholders. Although in production since June last year,
Training in Ethics for Partners remained a priority and the smart learning map initiative a transversal training session on the operation of the new model is being prepared.
developed last year continued to be replicated with the main suppliers. A new e-learning
solution has since been built and will be launched in the first quarter of 2023. The process of managing potentially ethical contacts - responsibility of the Ethics
Ombudsperson, shared in the new model of whistle-blower management with the
Aware of the impact that adequate communication can have in disseminating an ethical Compliance Department regarding topics of a legislative and/or integrity nature -
culture, several notes on the importance of Ethics at EDP were published in the various internal followed its normal course in 2022. After analysis and if considered potentially ethical after
channels during the year. Of special note was the global celebration, in October, of Ethics Day, investigation, the contacts are assessed by the Ethics Committee, which issues the
as well as the publication throughout the 12 months of the year of the comic strip “Do the right competent opinions and informs the interested parties.
thing!”, that allowed to alert employees, through a "friendly" format, to several themes of Ethics
and Compliance present in the Code of Ethics. The Ethics Ombudsperson, with the support of the Ethics Office, is also responsible for
supporting the activity of the Ethics Committees of EDP S.A. and EDP R, and participating in
The strengthening of employees' confidence in the whistle-blower management the meetings of the Ethics Committee of EDP B. In 2022 in particular, the Ethics
process, a very clear recommendation resulting from the aforementioned Ethics survey, was Ombudsperson prepared the quarterly status reports for the Annual Ethics Plan 22, as well as
addressed by revising the entire management model - processes, procedures, reporting the Whistle-blower Management Scorecards throughout the year.
channel - along with the emphasis given, namely in the text of the revised Code of Ethics in the
second part of the year, to the speak up and non-retaliation policy. 3.6.2.1.2. Compliance
As such, and taking advantage of the opportunity created by the publication in Portugal of The EDP group undertakes to carry out its activity in strict compliance with current legislation
Law No. 93/2021, of December 20, which transposed into Portuguese law Directive (EU) and regulations, together with the promotion of responsible action guided by the highest
2019/1937 of the European Parliament and of the Council, of October 23, 2019, on the standards of ethics and integrity, requiring its entities, employees and service providers who
protection of persons who report violations of European Union law, EDP revisited its act on its behalf to conduct themselves in accordance with this commitment.
performance in this area, and rebuilt the entire whistle-blower management model, seeking
for greater effectiveness, efficiency and quality in the instruments made available to all EDP therefore undertakes a zero-tolerance policy for Compliance in relation to any act that
stakeholders and, in particular, its employees. fails to comply with the applicable legal and regulatory rules, based on the principles of
transparency and justice, to prevent and combat illegal acts, particularly bribery, corruption,
The Ethics Office was therefore deeply involved, in partnership with the Compliance and money laundering and financing terrorism, among others.
Legal areas of EDP, and also with the Digital Global Unit, in the reconstruction of this model,
which involved the redesign of processes, the drafting of new procedures and a new design of To put this commitment into practice, EDP's Compliance & Internal Control (C&IC) area is
the IT support system - namely through the centralization of the multiple channels for responsible for promoting it by implementing a Compliance Management System in line with
reporting existing denouncements - and also its adaptation to the new processes created, International Best Practice, namely with Standard ISO 37301 - Compliance Management
Systems, EDP SA having obtained the respective certification by an independent entity. EDP's
Compliance Management System breaks down into nine components (see image next page)
Integrated Annual Report 2022 Performance Sustainability 101
consisting of different Specific Compliance Programmes (SCPs), as follows: (1) Integrity/Anti- COMPLIANCE MANAGEMENT SYSTEM
Corruption; (2) Personal Data Protection; (3) Competition; (4) Prevention of Money Laundering; (5)
Separation of Activities; (6) Environment; (7) Health and Safety; (8) Internal Financial Reporting
Control System. This structure has harmonized the guidelines and methodologies of Compliance
management throughout the organization and in different regulatory areas.
The Compliance Management System, as well as the respective SCP, are continuously
monitored by the C&IC and periodically subjected to internal and external audits, which may
result in the identification of opportunities for improvement, considered for the purposes of
improving compliance management.
In this context, a global Survey was also carried out in 2022 among all the group's employees
to assess their perception and position regarding Compliance issues, as well as to identify
potential areas for improvement.
In EDP SA, EDP in Spain, EDP Renováveis and EDP Brasil, the group has implemented a
Specific Integrity Compliance Programme, which is certified according to the requirements of
Standard ISO 37001 - Anti-corruption Management Systems.
In this context, EDP's Integrity Policy, which also applies to its service providers, reinforces the
policy of zero tolerance for corruption or bribery practices, clarifies the prohibition of
facilitation payments, and details the principles related to: preventing conflicts of interest;
donations and sponsorship; gifts and invitations to events; contribution to political parties;
relationships with politically exposed persons (PEPs); monitoring international sanctions;
preventing money laundering and combating the financing of terrorism. This policy also
establishes guidelines for carrying out integrity Due Diligence with third parties.
The principles and guidelines set out in the Integrity Policy are embodied in specific internal • the procedure for relations with PEPs, which provides for specific rules of action,
procedures, of which we highlight the following: foreseeing the need to record and communicate certain types of interaction
• the procedure for offers and invitations to events, defining rules of action and thresholds
• the integrity due diligence procedure of third parties with whom EDP has relationships, for their award and acceptance, as well as review and approval mechanisms
namely suppliers, business partners/counterparties, beneficiaries of sponsorship/ • the procedure for the attribution of donations and sponsorships, under which the integrity
donations, employee candidates and other third parties, evaluating the various integrity of the respective beneficiaries must be ensured, and the actual application of the support
risks (if necessary, using specialised external consultants) through analysis of possible granted must be monitored
existing legal proceedings, adverse news, involvement with PEPs, inclusion in sanctions
lists, situations of conflict of interest, etc
Integrated Annual Report 2022 Performance Sustainability 102
• the conflict-of-interest management procedure establishing rules that guarantee INTEGRITY DUE DILLIGENCE (# OF ANALYSED TRANSACTIONS)
impartiality and transparency in decision-making and to prevent misconduct or
inappropriate behaviour
• investigation procedure, defining the principles of action and rules to be followed in an
investigation, involving five phases: preliminary analysis, documentary investigation,
interviews, investigation and the release of a final report. 693
In 2022, 6,317 (2021: 6,395) third parties were analysed under the third-party integrity due
diligence (IDD) procedure.
1 365
The conclusions of IDDs are attributed a rating and set out in an opinion that includes specific
recommendations on the approval of the transaction, the adequacy of the contractual
conditions and monitoring of contract performance.
As part of its commitment to compliance, the EDP group provides various channels for making
3 111
complaints, some of them global and others specific to certain matters or with a specific scope
of application by company, country or subgroup, whose management is ensured by
independent and impartial bodies. In this context, globally, one incident relating to corruption
and bribery remained open in 2021, and 20 new cases were registered in 2022. Among the 1 148
total incidents recorded, the analysis of 14 cases had been completed, by the end of 2022, of
which two were found justified. These two cases triggered disciplinary actions against the
contractors involved and an awareness-raising action was promoted among the respective Portugal Spain Brazil EDP Renováveis
teams. Specifically in the scope of Prevention of Money Laundering and Combating the
Financing of Terrorism, in 2022 no reports were received, nor any suspicious operations
identified at group level. In this context, a total of 25,637 participations were recorded in the various sessions available
(2021: 23,978), corresponding to a total of 7,445 hours of training (2021: 7,706 hours).
In 2022, training and awareness-raising actions were also developed across the board to
ensure the strengthening of the culture of compliance and Integrity, complemented by specific In terms of ongoing improvement, the following initiatives are also highlighted throughout
initiatives developed at local level according to the needs identified, of which the following are 2022:
highlighted:
• formalisation and public disclosure of the Corruption Risks Prevention Plan (covering all
• cross-cutting training "Compliance - The right way", addressing the principles and required EDP companies in Portugal) following the entry into force of the General
methodology of compliance management at EDP Framework for the Prevention of Corruption
• cross-cutting training "ComplianceFLIX | How I met Integrity", with practical cases • review of the whistleblowing channels and creation of new "Speak up" channels, meeting
relating to the application of the procedures the requirements of the European Directive on Whistle-blower Protection and its
• monthly cross-cutting publication of comics "Do the Right Thing", illustrating principles of implementation into national legislation
Ethics and Compliance. • review / improvement of risk analysis methodologies and internal regulations on integrity,
taking into account the changing context and continuous adherence to best practice.
Integrated Annual Report 2022 Performance Sustainability 103
Data protection
Strict respect for privacy and protection of the personal data of its customers, employees, With regard to incidents with personal data, in 2022, the EDP group entities:
service providers, suppliers, partners and other stakeholders is assumed by EDP as a
commitment throughout the value chain. In this context, the Specific Personal Data Protection • received a total of 324 Customer complaints (2021: 364); and
Programme is one of the main cross-cutting programmes of EDP's Compliance Management • notified the respective control authorities of three breaches of Customers' personal data
System. in Portugal (2021: nine) and two in Spain (2021: zero) Of these, were also communicated
to data subjects, one data subjects in Portugal (2021: two) and zero in Spain (2021: zero).
This commitment is set out in the group's Data Protection Policy, which guarantees
compliance based on observance of the following principles: (1) Lawfulness and purpose; (2)
Transparency and Loyalty; (3) Proportionality; (4) Monitoring; (5) Privacy from the very start; REFERRED BY THE CONTROL
RECEIVED DIRECTLY FROM THE CLIENT
(6) Responsibility and (7) Safety. AUTHORITY
With regard to ongoing improvement initiatives developed in 2022, the following stand out: • specific controls for compliance with competition rules in the different business units
covered. Such controls are periodically monitored by the heads of the different business
• the revision and updating of the SCP Governance Model, with the aim of systematising units, with the support of the Competition & Energy Policy
and clarifying the main areas of intervention, adjusting some functions and • checklist and standard clause to ensure that contracts comply with the Competition
responsibilities rules. These rules also apply explicitly to EDP's participation in associations of companies
• the review process of the Personal Data Protection regulations, with a view to updating, • internal policies and procedures regarding the activity of the EDP group, namely in
better systematising, clarifying and streamlining procedures matters of wholesale and retail offers and access to networks, in order to ensure that the
• the identification and implementation of improvements to the Personal Data Protection principles to be followed in matters of Competition are respected.
Programme Management Tool.
2020 was the pilot year for the implementation of the SCP in the various EDP group business
Fair competition practices units operating in Portugal, the results of which were extremely positive, with proven
adherence by employees and business units to fair jurisprudence practices. The business
EDP promotes strict compliance with Competition rules, based on the commitments assumed units presented evidence of their performance in accordance with the competition rules.
in its Code of Ethics, its Integrity Policy, its Commitment to Healthy Competition and its
Competition-related Specific Compliance Programme. Since then, and based on the results obtained over the years, some opportunities for
improvement have been implemented in the business units, with revisions to existing elements
The Specific Compliance Programme (SCP) - Legal Obligations for Competition aims to and new elements of the SCP approved, namely:
strengthen the EDP group companies' guarantees of compliance with the legal requirements
in matters of competition in Portugal, particularly with regard to contracts and the • update of the Generation Offers Procedure
performance of its employees in accordance with the highest standards of ethics, integrity • revision of the Competition Manual, with dissemination to all employees, with the
and competitive compliance, contributing to the sustainability and development of the sponsorship of the Chairperson of the Executive Board of Directors
markets in which EDP operates. • new Coordination Procedure for the notification of concentration operations to the
Competition Authorities
The SCP was approved at the end of 2019, with a focus on the EDP group companies • launch of a new training course in 2021 on the concepts of Competition and the main rules
operating in Portugal, comprising the following elements and documents: of conduct to be observed by employees.
• Governance Model of the EDP group in respect of compliance with national and Two online training courses are currently available to all EDP employees in Portugal regarding
European community competition legislation, which establishes the relationship model, the Competition rules: the course, "100% Compliant - the Competition Game", launched in
the rights and the responsibilities of the various participants who act within the scope of 2020, and the "Competition Quiz", launched in 2021. Both training courses have had very high
the SCP access rates, over 70%, and the course launched in 2020 is part of the programme for
• EDP group's Competition Manual, which is required knowledge for employees. It welcoming new EDP employees.
contains the rules of conduct that must be followed by employees in their work, with a
view to promoting strict compliance with competition law At present, two legal proceedings of a competition law nature are ongoing:
• training courses among EDP group employees in Portugal on the basic concepts of
Competition, the main rules of conduct to be observed and the consequences of non- • in the first case, EDP, S.A. and EDP Comercial were charged by the Portuguese
compliance with competition rules Competition Authority (AdC) with entering into an alleged non-compete agreement with
• specific e-mail address for employees to clarify any doubts they may have about the Sonae MC - Modelo Continente. This decision was appealed before the Portuguese
application of Competition rules Competition, Regulation and Supervision Court (TCRS), which reduced the fines by 10%,
Integrated Annual Report 2022 Performance Sustainability 105
to EUR 2.6 million and EUR 23.2 million, respectively. This TRCS decision was appealed
before the Lisbon Court of Appeal. In April 2021, this court referred the case back to the
Court of Justice of the European Union, which scheduled the trial hearing for November
2022. The decision is pending
• in the second case, EDP Produção is accused by the Portuguese Competition Authority
(AdC) of abusing its dominant position in the secondary regulation band market, with the
imposition of a fine of EUR 48 million. EDP Produção has appealed against the decision
of the Competition Authority to the TCRS. This court confirmed the conviction of EDP
Produção, which appealed this sentence to the Lisbon Court of Appeal in September
2022. Even so, EDP Produção has already been judicially ordered to pay the fine by AdC
even before the trial and the final decision of the TCRS. Following this process, the Ius
Omnibus Association filed a citizen suit, anchored in the AdC decision, claiming the
payment of compensation to all consumers in Portugal allegedly harmed. This process is
suspended until a final decision is taken on the appeal by EDP Produção
• the EDP group is fully convinced that in neither case were offences committed.
A similar approach to preventing and mitigating practices that restrict competition is being
implemented for the remaining countries, without prejudice to the codes and manuals already
in place.
EDP, within the scope of its financial reporting obligations, has an Internal Control System for
Financial Reporting (ICFR), consisting of a model for the evaluation and mitigation of financial
reporting risks, through the monitoring of the execution of control activities and the
identification of potential improvement actions and their implementation.
The EDP group's ICFR was developed and implemented based on the criteria established by
the internal control regulatory framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO 2013") in relation to business processes
and overall controls, and by the Control Objectives for Information and related Technologies
("COBIT") in relation to general information technology controls. In 2022, the ICFR mapped
and monitored a total of 3338 controls that contribute to mitigating the risks in Financial
Reporting, including those of fraud and information systems.
Currently the ICFR is undergoing an external audit by an independent body, and since 2010 it
has been considered, in all materially relevant aspects, an appropriate and effective internal
control system and is certified by the external auditor without conditions and comments.
Integrated Annual Report 2022 Performance Sustainability 106
3.6.2.2. Communication and transparency according to US law. Decisions on which political campaigns to support are made with the
approval of the PAC's Board of Directors, whose members are elected PAC members, also in
3.6.2.2.1. Responsible political involvement accordance with US law.
Representation of interests The activities representing the interests of EDPR mainly involve the following awareness-
raising initiatives, presented below which exclude the amounts under EDPR NA PAC.
EDP group institutional engagement and external affairs are managed in accordance with
legal requirements and in line with the principles of action established in the Code of Ethics, • Contributions to America Energy Action activities
Integrity Policy and other internal provisions of the Company governing its relations with
stakeholders, in particular those of integrity, transparency and responsible political EDP Renewables North America contributes to the activities of America Energy Action, a
involvement. EDP is now preparing a Policy of Representation of Interest, to be enforced in social welfare organization established under Section 501(c) (4) of the US Federal Internal
2023, but has throughout its activity followed its principle of responsible political involvement: Revenue Code. This type of organization can legally participate in political activities by
It prohibits any contribution or association of the EDP brand to political parties, candidates, defending or opposing candidates for public office. However, these kinds of activities must be
political campaigns/candidacies or to related people or entities. This covers the direct or absolutely independent of specific candidates or campaigns: they can be undertaken for
indirect delivery of goods or provision of services on behalf of, or representing, EDP. It also ideas, concepts or public interests.
includes the prohibition on using EDP resources for actions related to political processes.
• Contributions to Non-Governmental Organisations (NGOs)
None of the group’s companies have made monetary contributions or contributions in kind to
political parties, although permitted in some of the legal regimes in countries where the EDP EDP Renewables North America works with a number of organisations with social or
group operates. environmental objectives, pursuing goals aligned with support for decarbonisation and the
transition to a low carbon economy. This type of organisation can support a candidate with its
Nevertheless, EDP participates in public decision-making processes, and engages in own funds, but its communications cannot be coordinated by a political party, campaign or
activities with various national, European and international institutions, with a view to candidate.
conveying to public bodies their legitimate interests and/or those of the sector, which it
considers worthy of consideration within the scope of legislative processes. • Procurement of lobbying services
These activities include: EDP Renewables North America has lobbying consultants operating with the US Government
and in some US states. These political consultants are prohibited from making contributions
1. Awareness of specialized people and institutions to candidates or political parties and campaigns on behalf of EDPR NA, to ensure that their
activities never violate the prohibition on making political contributions, established with the
EDP Renewables undertakes awareness activities for specialized individuals and institutions EDP group.
according to local legislation.
In addition, and in accordance with US law, and at the request of US employees, EDP
Renewables North America (EDPR NA) provides duly regulated mechanisms for the
participation of employees in political processes and has established a policy action
committee (PAC) called "EDPR NA PAC". The EDPR NA PAC is funded entirely by voluntary
personal monetary contributions made by members of the PAC, who are employees,
Integrated Annual Report 2022 Performance Sustainability 107
2. Participation in the main European or international Sectoral or Industrial Associations Advocacy to combat climate change
During 2022 EDP sought to raise awareness among the various stakeholders in the context of Active participation preparing the COP27 in Egypt; the UN Compact continuous work
the European institutions (European Council, European Parliament and European pursuing the EDP all green by 2030 commitment; the preparation of Davos Annual Meeting in
Commission) on a number of issues central to sustainability in the field of energy, either themes like CyberSecurity or Solving for net zero through industrial Clusters, or yet the
proactively or as part of public consultations. The Energy Crisis brough upon by the Russian Hydrogen Acceleration, built up to behaviour and positioning commitments among energy
invasion of Ukraine enforced public European discussions on Market Design and Permitting, utilities in all of these fronts, fulfilling the corporate strategy on leading the energy transition,
that revealed EDP group’s commitment within the main European sectoral associations, in by creating superior value on a path aligned with the ambition of the Paris Agreement. The
particular Eurelectric, WindEurope, Solar Power Europe ChargeUp Europe, European persistent advocacy in all representations of the Climate positioning, following the Paris
Distribution System Operators (E.DSO) or the European Federation of Energy Traders (EFET). Agreement as stated throughout EDP’s policies and public commitments, is mapped in the
group’s Strategy, mirroring the transparent, scrutinized, and constructive positioning of the
At the same time, to promote the development of the energy sector, its sustainability and EDP group's growth.
efficiency, EDP strengthened alliances with similar parties to establish macro platforms for
joint public positions that reflect the vision of the sector as a whole vis-à-vis the major The 2022 commitment towards a NetZero planet can be identified at the 74% of the TOP20
decarbonisation commitments undertaken internationally. In this context, the following are of external representation being relevant and involved work on Climate position Organizations,
note, i) the argument for putting the development of renewables as key to guarantee the EU’s through an investment of 2,5 million euros.
energy independence, ii) the letters sent to European Commission representatives, for
example supporting the RePowerEU plan and its objectives; iii) the various initiatives From our selected TOP20 representations of interest, 98% of the work was taken through
advocating for the publication of the Green H2 Delegated Act in order to materialize a clear Business or Sectoral Associations, and 2% through lobbying.
framework for the development renewable hydrogen; and iv) the multiple contacts with
decision-makers in different institutions seeking to contribute to opinion-forming and 3. The direct or indirect Involvement of employees appointed/designated for this purpose
communicating the Company’s views on such wide-ranging and decisive issues as the
Market Design, Permitting, European Funds, and Biodiversity. At European level, the transparency of lobbying activities carried out by appointed lobbyists
is ensured through the publication of their activities in the European Union Transparency
Membership and activity undertaken in global associations such as the World Business Register, a public register in which organizations representing specific interests in the
Council for Sustainable Development group (WBCSD); the joining at Partner level at the World European Union register and provide up-to-date information on these interests. Internally,
Economic Forum, or at European level such as Eurelectric, or yet at national level, in the EDP group has developed a Stakeholder Relationship Policy, with the definition of principles
different geographical areas, such as the Portuguese Association of Electricity Sector and guidelines for interaction with strategic groups, in particular Employees and Politically
Companies (Elecpor), the Spanish Association of Electric Energy Companies (Aelec), The Exposed Persons and, based on four guiding commitments: Understand, Communicate, Trust
Brazilian Association for the electrical grid (Abradee) , The North American Solar Energy and Collaborate. There is also an internal compliance platform for registration with PEP;
Industry Association, The American Energy Action, the Transport Decarbonization Alliance another to record actions and contacts established (TRUST) and a shared map of EDP's
and others, clearly identify the shared and constructive path that the EDP group continues to external representations in society.
build, advocating sound climate action, world sustainability and security, all aligned with
EDP’s Human and Labor Rights Policy.
Integrated Annual Report 2022 Performance Sustainability 108
Value of the activities of representation of interests TAXES BORNE (PAID) BY THE EDP GROUP, BY GEOGRAPHICAL AREA
For the year 2022, the costs of representation of interests were around 6 million euros and
related particularly to the decarbonisation of the economy, electric mobility, energy efficiency
and security of supply. Facing the energy crisis and dealing with the European Market Design
10%
were strategic focuses, bringing Renewable Energies as key to guarantee Independence. The
focus of advocacy work with the main national energy sector associations (UNESA,
Eurelectric, American Wind Energy Association and TDA), above all, concerned matters 11%
related to the European Green Deal and market design, the National Climate and Energy Plans 39% Portugal
For details of lobbying activities undertaken in 2022, at global and climate action level, go to 7% €0.9 billion
Brazil
www.edp.com. in 2022
USA and Canada
3.6.2.2.2. Tax transparency
15% Romania
EDP is a utility present in 29 countries, the value chain of which includes the activities of 18%
production, transportation and distribution and sales of energy. These activities involve
various types of taxes, levies and financial contributions which, when considered in a global TAXES BORNE (PAID) BY THE EDP GROUP, BY TYPE OF CONTRIBUTION
manner, determine the level of taxation to which the EDP group is subject.
10%
Of all the phases in the EDP value chain, its energy production activity is the one that
contributes most significantly to the payment of taxes and other contributions. 25%
Corporate Income Tax
8%
Global contribution of the EDP group
Specific taxation on the
energy sector (includes CESE)
In 2022, the EDP group's overall tax contribution to the public revenue of the various countries €0.9 billion
where it is present amounted to around 3 billion euros, of which 891 million euros corresponded in 2022 Social security contributions
to taxes and contributions borne (paid) by the EDP group and 2.1 billion euros to contributions 17% payable by companies
to the State on behalf of other economic actors, as seen in the charts:
Property taxes
Other
40%
Integrated Annual Report 2022 Performance Sustainability 109
TAXES COLLECTED BY THE EDP GROUP AND DELIVERED TO THE STATES (BURDEN Regarding the taxes borne by the EDP group, Portugal is the country with the highest level of
OF OUR AGENTS), BY GEOGRAPHICAL AREA taxation, accounting for 40% of total taxes borne by the EDP group.
Considering the set of taxes that are the burden of the EDP group, the most relevant tranche
3%
(34%) concerns specific taxation on the energy sector (including the windfall tax paid in
Romania and Italy and the Extraordinary Contribution to the Energy Sector in Portugal -
24% ECES), followed by income tax (24%) and, finally, social security contributions borne by
Portugal companies (17%).
39%
Spain As regards income taxes, in the main countries in which it operates, the EDP group is subject
€2.1 billion to nominal rates of taxation varying between 16% in Romania and 31.5% in Portugal, adding
in 2022 Brazil municipal and state surtaxes to the nominal rate in the case of companies located in Portugal.
In Portugal, taxes borne (paid) in 2022 amounted to 352 million euros, essentially underlining
Other (26 countries)
the burden of specific taxation for the energy sector, of which 52 million euros refers to the
ECES, and 74 million euros of social tariff. To these amounts should be added 77 million euros
of social security contributions payable by the companies and 92 million euros relating to
34% other taxes and levies.
TAXES COLLECTED BY THE EDP GROUP AND DELIVERED TO THE STATES (BURDEN With regard to taxes collected by the EDP group and delivered to the states where it carries
OF OUR AGENTS), BY TYPE OF CONTRIBUTION out its activity (third-party costs), this value rose to 2.1 billion euros in 2022, mostly associated
with the collection of excise taxes (e.g.: VAT).
2% 2%
6%
Specific taxation for the energy sector in 2022
Consumption Tax
13% In the context of energy emergency and with a view to tackling high energy prices, Council
Social security contributions
40% payable by workers Regulation (EU) 2022/1854 of 6 October 2022 (Regulation) came into force, which provided
Income tax withheld at for, among other things, the introduction of price cap mechanisms for market revenues
Source obtained by electricity producers from, essentially, renewable energy, and a temporary
€2.1 billion Concession rents –
solidarity contribution applicable exclusively to companies active in the crude oil, natural gas,
in 2022 distribution activity
Audiovisual tax
coal and refining sectors.
Specific taxation on the Although the rules contained in this Regulation are aimed at creating standardising measures
energy sector
in the European Union in response to rising energy prices, certain countries where the EDP
Other
group is present have introduced unilateral measures, giving rise to the payment of windfall
34% 3% taxes in Romania and Italy, amounting to approximately 95 million euros and 9.5 million euros
respectively.
Integrated Annual Report 2022 Performance Sustainability 110
Nevertheless, based on the set of countries where the EDP group operates, Portugal continues • In 2022, EDP group paid 51.5 million euros by way of ECES. This tax is on the net assets
to be the one with the highest level of energy taxation, both in the number of taxes and in of the production, transport, distribution and marketing of electricity
amounts collected, having represented, in 2022, a charge of 176 million euros, as presented • The mechanism to restore competitive balance between electricity producers operating
here: on Portuguese territory and electricity producers operating in Spain (known as clawback)
was created following the introduction of the Impuesto Sobre el Valor de la Producción de
• The social tariff consists of a discount on the electricity bill allocated to economically la Energía Eléctrica in Spain. The latter was suspended in Spain during 2022, and
vulnerable consumers, the number of which has been extended over time, and which is Portuguese legislature also provided for the suspension of clawback for the same period.
fully financed by ordinary electricity producers. In 2022, the amount borne by the EDP However, the chart shows an amount paid of approximately 36 million euros, which
group in this respect amounted to approximately 74 million euros corresponds to payments for the years 2019 and 2020.
2%
29% CESE
€176 million
Rents of Energy Power Plants
in 2022
Social Tariff – Electricity
4%
Other
20%
3%
Integrated Annual Report 2022 Performance Sustainability 111
3.6.2.3. Transforming our Business Digital transformation at EDP is based on three key points:
• digital strategy, setting priorities for digital transformation and ambitious targets in close
Alignment with the SDGs Objectives KPIs 2022 Target 2025 collaboration with the business, and monitoring developments with an integrated
overview
• digital products, accelerating the digitalisation of business with the introduction of new
Investment in R&D+i 289 1,000 M€ technologies and digital tools, which create value for all EDP stakeholders
• digital culture, driving the adoption of new, agile and collaborative ways of working, and
the attraction, development and retention of talent.
EDP's Digital Global Unit (DGU) has the mission of defining a global technological strategy Digital Strategy
and vision for the group, making EDP a truly digital organisation, integrating digital technology
into its business domains and transforming the way it works and delivers value. In 2022 the To steer the group towards the intended digital transformation, ambitious objectives have
DGU progressed to version 2.0, with a new organisation guided by three main objectives: (1) been set in the group's various business and operating strands, reflected in the group's digital
more global focus, enhancing an integrated and transversal approach to all the group's KPIs. By 2022, some of these Digital KPIs have already reached the goal set for 2025,
regions, (2) more digital, accelerating a digital transformation focused on value creation, and according to:
(3) closer to business, strengthening the partnership relationship with the different business
platforms. Strategic pillar Target 2025 KPI 2022
Digital Culture and ways of working 75% Agile adoption in IT 76%
The energy transition imperative has a profound impact on the energy sector along the value
Data centric decision making 90% Predictive maintenance in generation 65%
chain, requiring both an increase in electricity consumption in the final energy consumption
mix and an increase in renewables in the electricity production mix. These two conditions Efficient operations 95% Digitalized processes 83%
imply not only a change in technology and customer behaviour, but also a more robust Digital 1 and new business
st
70% Customer selfcare interactions 72%
integration of energy systems, only feasible through a true digital transition. In this context,
Zero trust security ≥740 Cybersecurity BitSight rating 810
digital transformation plays a key role in the Energy Transition - digital transition technologies
such as Cloud, Big Data & Analytics, Artificial Intelligence, IoT, AR/VR and Blockchain will be
The levels achieved by these digital KPIs reveal EDP's robust digital performance, which has
key for the energy sector in its energy transition journey, as enablers and also as accelerators.
allowed the group and its businesses to reach high levels of digital maturity, according to the
annual assessment carried out by external entities.
In this way, digital transformation is a central part of the EDP group's strategy and is
fundamental to achieving the ambitious commitments of the 2021-25 strategic plan and
In 2022 the digital roadmaps of each group platform were also updated, defining a digital
EDP's vision of leading the energy transition. Therefore, EDP has committed to invest a total of
ambition both at group level and for each business, prioritising and giving visibility to a group
€1 billion CAPEX in digital transformation in the period of the present strategic plan.
of digital initiatives focused on accelerating value creation.
Integrated Annual Report 2022 Performance Sustainability 112
Digital projects • due diligence automation: automation of the Due Diligence process, ensuring
compliance with the procedure established by EDP in alignment with the money
The adoption of disruptive digital solutions by the business accelerates its digital laundering law
transformation, boosting performance improvement and value creation for the different • EDP Yes (You Empower Society) website: independent website for the presentation of
stakeholders, involving them in the various stages of product development. all the group's social investment projects and respective content management
• analysis of the proximity of fires to power lines: solution for monitoring fires close to
As of mid-2020, and the current digital product portfolio of Digital at EDP covers four distinct power lines, triggering the dispatch of a team to the field to assess/prevent damage to
typologies, depending on their duration and scope, namely: assets and the population
• customer communications' centralized management: application for centralized
• digital boost: integrated and transformational solutions, which promote significant management of customer communication templates and massive change management,
changes in organisation, processes and ways of working, of entire areas (development >6 making communication with customers clearer and more effective
months) • fleet Management Tool: mobile application that allows employees to book service
• MVP (Minimum Viable Product): solutions, based on Agile methodologies, that deliver vehicles, including the possibility of "offering a lift", reducing the environmental impact of
a tool ready to operate with the necessary and sufficient functionalities for the business corporate travel.
in a short period of time, and that can be subsequently scaled (development 3-4 months)
• scale-up: solutions that allow a previously delivered solution to scale up with additional Digital Culture
functionalities, integrations and/or scope, boosting the adoption and impact of the
original solution, as in the case of MVP, for example, (development <3 months) Digital transformation is only possible with the change of the organisation itself, implementing
• quickWin: agile and pragmatic solutions that solve a business problem by leveraging a digital culture common to the entire group, materialised in the adoption of new ways of
standard tools like Office365, PowerBI, MSTeams, PowerAutomate, or new ways of working and a digital mindset by all employees.
working, like Virtual Communications, Design Thinking (development <1 month).
For the implementation of this digital culture, in 2022, EDP stepped up the pace for developing
In 2022, EDP focused on delivering more global solutions, transversal to the group's different different digital communication and collaboration initiatives, such as:
businesses and regions, leveraging synergies, opportunities and efficiency, with more than
100 digital products having been delivered to the business during this year, of which we • digital talks and clinics (seminar): interactive sessions in online format, to increase
highlight: knowledge on digital topics, with 66 sessions having been promoted in 2022 that
addressed topics such as artificial intelligence, cybersecurity, blockchain and
• Digital4Vega: a solution that uses artificial intelligence to predict vegetation growth automation and that made known some projects developed in the EDP group
near the power grid, supporting the identification of necessary interventions • DGU Weekly: w weekly newsletter sharing the main events and progress made at digital
• trading decisions tool: analytical models to support renewable energy traders' decision- and technological level in the EDP group by DGU
making in scenarios of uncertainty or volatility, reducing the associated risk • Digital Global Community: virtual community that promotes collaboration and sharing
• documents & files security: cataloguing, cleaning and migrating ~120TB of files to the of knowledge and experience on digital technologies and methodologies (e.g.: IoT,
cloud, boosting security and employee productivity AR/VR, Blockchain, Agile), currently with over 1,700 members
The creation of this Digital Global Community resulted from the strategic review carried out
in 2021 on the positioning and objectives of the 9 Virtual Communities developed in 2019,
which led to 4 Global Communities being launched in 2022, including this one dedicated to
Digital. The launch of this new Community - part of initiative #21 of the Changing Tomorrow
Integrated Annual Report 2022 Performance Sustainability 113
Now... With You programme, which is part of the strategic axis Future proof organisation - • Digital with Purpose
developed by the Digital Global Unit (DGU) in partnership with P&OD, aimed to bring together After EDP joined Digital with Purpose (DWP) in
employees with high knowledge and experience in the digital area, as well as those with an 2021 - an initiative of the Global Enabling
interest in increasing their knowledge of the topic, promoting a more global, agile and efficient Sustainability Initiative (GeSI), whose main
company. New dynamics were created in the communities that, combined with the pre- objective is to promote the progress of the
existing ones, contributed to an increase in participation. technology industry combined with sustainable
practices - it participated, in 2022, in the DwP
Within the scope of digital training and upskilling, training is a decisive element in the Assessment. EDP's result in this evaluation
development of the employee's digital skills. In 2022, EDP continued to strengthen the allowed for an increase of one level in the
diversification of its training offer in digital topics, complemented by informal on-the-job and classification attributed by this organisation in
collaborative learning. In addition to the focus on e-learning courses produced in-house, this comparison with the previous year.
year the offer was enriched with the subscription and availability of the Udemy platform, Additionally, EDP sponsored and actively
reinforcing the democratisation of access to content in self-service format. participated in the DwP Global Summit 2022
event, held in Lisbon on 23 September 2022.
The training offer of digital content, provided by EDP University with the support of the DGU,
addresses themes such as Digital Transformation, new ways of working, Design Thinking, • MUDA
Cloud, AI and advanced analytics, among others. In 2022 there was a high level of The digital projects developed for the different
performance in digital training: 9,095 employees of the current staff were trained in digital EDP group business units resulted in the creation
topics, and during the year 31,239 hours of training were given, of which 95% were given in of a number of products contributing to the digital
remote formats (live online or e-learning), providing increasingly flexible and global learning. inclusion of customers: Making services
available online, electronic invoicing, interaction
At the same time, EDP has been strengthening its focus on training group employees in the use through mobile applications and attendance by
of collaborative and productivity tools, which are increasingly essential in a hybrid working virtual assistants are some of the products that
model supported by technology. improve service efficiency and speed, as well as
customer satisfaction.
Externally, EDP also has a proactive presence in international forums on digitalisation, such
as participation in Eurelectric working groups (e.g.: Digitopia Working group), where it EDP has been a partner of MUDA – Movimento pela Utilização Digital (Movement for Digital
contributes to the sharing of best practice and promotes the development of the electricity Utilization) since its launch in 2017. Promoted by several private entities and the Portuguese
sector at European level, and leadership and participation in R&D projects in the sector, critical State, it has merited recognition from the European Commission since 2018, under the DESI
to its transformation and digitalisation (e.g.: www.e-redes.pt/pt-pt/transicao- (Digital Economy & Society Index), namely for the actions it developed to enable all citizens to
energetica/projetos-europeus/euniversal). have access to information (i.e., reducing information-exclusion) and benefit from digital
transformation through the acquisition and development of digital skills (inclusive and
Additionally, EDP also participates in initiatives that promote digital transformation and participatory).
inclusion, of which we highlight Digital with Purpose and MUDA.
Integrated Annual Report 2022 Performance Sustainability 114
In 2022, the following themes, developed or supported by MUDA, in which EDP actively transversal sourcing process, namely: internal delivery (innovation portfolio developed
collaborated, were of note: internally), external partnerships through the open innovation ecosystem (start-ups,
corporates, universities, among others), and external investments through EDP Ventures.
• digital and social inclusion with democratisation of internet use in Portugal,
including: (1) The "EUSOUDIGITAL" Programme to increase the digital literacy of adults INNOVATION STRATEGY TO BE DELIVERED THOUGHOUT 3 INNOVATION AVENUES
in the use of the Internet, through 175 centres and +5,000 volunteer mentors; (2) "MUDA
NUM MINUTO" Programme on RTP1, RTP3 and Antena1; (3) "Chave Móvel Digital para
todos" Programme extended to services in companies, with EDP being a pioneer
• Encouraging the use of online business and state services with "MUDAR É
GANHAR", including: (1) Activation of more than 1M codes with the participation of 1.5M
people, offering +5,700 prizes in 5 months of the contest; (2) EDP's contribution with
+127k codes activated (top 3), +86% vs. the previous year, and award of ~1,200 prizes
• EDP's active participation in the Digital First Initiative, with the aim of guiding the
determination of targets and public policies for the Digitalisation and Administrative
Modernisation of Portugal that will enable a Digital First economy and society to be built.
The results of this initiative will be presented at a conference in March 2023
• Promotion of EDP initiatives on the news portal MUDA EM CASA, in which articles
were published on EDP Services such as Planeta Zero EDP, NOS and EDP together for a
greener future and how to optimise energy consumption, with the help of EDP.
These innovation avenues are supported by the right funding and investment, coordination,
3.6.2.3.2. Innovation
and expertise development to ensure EDP is at the forefront of market trends and innovation.
EDPI also ensures the development and management of the infrastructure to disseminate
Overview
innovation culture and best practices across the organization, fostering both
entrepreneurship and intrapreneurship.
Innovation has long been a traditional investment priority for EDP, with EDP Inovação (EDPI)
as the key promoter for innovation within the group. It was established in 2007 with the
EDPI focuses on seven (+one) innovation domains aligned with corporate strategy and market
objective of creating an autonomous entity responsible for internal innovation activities as
trends, which positions EDP along the energy industry value chain.
well as fostering stronger links with the entrepreneurial ecosystem.
• Renewable energies, their integration and flexibility, to help EDP achieve its renewable
EDP's innovation operating model is based on a fast adopter logic with a well-defined
energy targets
purpose of accelerating new businesses with impact and promoting the rapid adoption of
• Networks, an enabler of the energy transition
innovative solutions to lead the energy transition. It seeks to solve the energy transition
• Distributed energy systems that support B2B and B2C customers in developing their
problems through the integration of new technologies, processes, and products, as well as
distributed generation solutions
innovative business models in EDP´s business to enhance competitiveness and create value
• Green hydrogen to support the energy transition in sectors whose activity is
for stakeholders.
preponderantly dependent on carbon-emitting solutions
• Energy storage and flexibility, which tests new storage technologies, flexibility
EDPI follows an Open Innovation philosophy that engages and promotes adoption through
management
three innovation paths that act in parallel and complementary to one another, fed by a
Integrated Annual Report 2022 Performance Sustainability 115
• Sustainable mobility, which supports EDP customers in their transition to electric mobility start delivering the first opportunities within the innovation funnel. 2022 also marked the
and provides associated services return of the face-to-face events, with editions of the Free Electrons and Energy Starter, in
• Decarbonisation of energy uses, which supports EDP customers' decarbonisation efforts Chicago / São Paulo and Oviedo, respectively, and a large presence of EDP teams at the Web
by developing new solutions and speeding up their adoption Summit taking the Innovation at EDP and its message to the largest global Innovation and
• Moreover, EDPI continuously searches for new solutions. The “Open Box” domain creates Technology conference. In terms of investments, this was also a particularly exciting year, with
space for ideas/projects to be developed that do not fit rigidly into any of the other new portfolio companies totalling ≈€14 million invested.
domains.
Overall, 2022 was a very important consolidation year, setting the stage for the ambitious
goals for the forthcoming years.
Internal delivery
This was the first year of the new internal incubation process, developing an internally sourced
portfolio (though internally and externally scouted), supported by a de-risking funnel from
opportunity to scale-up solutions & businesses, aligned with EDP strategy and priorities.
20 new emergent business opportunities (EBO) were submitted for evaluation of a global
innovation decision committee. Based on its merit to move-forward, and competition for
resources between opportunities, 11 EBOs were selected. Out of these, three were later
stopped at the Validation phase and today eight impactful projects are moving on. 2022 set
the stage for a business scale-up expectation already in 2023 with two projects in the build
phase.
• in the validate phase - The Automating PVs Installation project – with the objective to
incorporate advanced solutions to automate critical construction tasks of utility-scale
solar PV power plants. Relevant cost savings can be achieved by a mindset shift of the
installation process from construction to manufacturing
• in the build phase - The Going Net Zero project – with the objective to help C&I customers
to decarbonize by a digital platform able to offer fully automatized one fits all emissions
assessment and reporting with advisory-based service, able to prescribe detailed
reduction plans.
2022 in summary All these 11 EBOs involved six different EDP business units and more than 100 people across
geographies.
Last year marked an important milestone at EDP in innovation: Following the definition of the
innovation model last year, 2022 was a year of consolidation. EDPI aligned and prioritized its
opportunity spaces along its domains for greater team focus and also reinforced its team to
Integrated Annual Report 2022 Performance Sustainability 116
& Green Hydrogen, and Customer Solutions. Within Grids and Renewables & Green
Hydrogen, the first session took place with four pilots approved, as well as a face-to-face
bootcamp in Oviedo. Sessions on Customer Solutions are expected for 2023. The Energy
Starter program engaged more than 100 people from EDP in multiple geographies and
business units
• From the pilots kicked off in 2022 the most remarkable ones are with Power to Hydrogen,
a US-based start-up focused on electrolyser technologies, that kick off a two-year pilot
with a consortia formed by EDP and three other major energy player across the world
which can lead into a Venture Capital investment; the second pilot project to highlight is
a collaboration between EDP Innovation and E-REDES to further develop technologies
for voltage control together with three start-ups – Elexys, Idenergie and IONATE - that
will support grid improvement and reliability.
Ventures
EDP group. Several opportunities with relevant tickets are in negotiation and expected to 3.6.2.3.2. Research and development
close during 2023.
EDP NEW – Centre for NEW Energy Technologies is EDP’s Research and Development
Innovation enablement and expertise Centre, fully dedicated to the development and implementation of innovative / R&D projects
across different areas of the energy sector.
Last year market a significant dissemination of the innovation culture across the organization:
EDPI initiatives reached 830 internal audience FTEs (with 15% participating in more than one NEW adopts a collaborative approach to innovation, partnering with EDP’s business units and
initiative) and a further 1,482 colleagues from 29 corporate areas and 22 different countries multiple European institutions, companies and universities to develop large R&D projects
via our online Innovation Global Community. leveraged by public competitive funding for Research and Innovation – like the European
Commission’s Horizon 2020 and Horizon Europe programs. EDP NEW’s current project
Below are some of the highlights: portfolio includes nearly 40 ongoing projects covering all the 7 (+1) innovation domains in
EDP’s innovation model. These projects focus on developing, testing, validating and scaling-
• the Innovation Immersion Program in Tel Aviv immersed 15 colleagues from 12 Business up innovative concepts, technologies and business models that contribute to EDP’s
areas and three Geographies. In 1Q 2023, to the program will take and extended objectives and to the global decarbonization targets. Organized around five technical areas
delegation to visit Singapore´s innovation ecosystem closely matching the innovation domains, NEW currently boasts over 50 researchers with
• the Innovation Global Community, with its+700 subscribers from 15 countries and 22 distinctive and increasingly diverse academic backgrounds and profiles and complimentary
Business areas hosted 16 live sessions and five workshops with over 1 500 participants skillsets.
since its launch in February 2022
• once again, EDP returned to the Web Summit conference with a delegation of 185 EDP Since its establishment in 2015, NEW has secured close to €30 million in funding for R&D and
colleagues from four countries and 15 business areas, and Executive Board speaking innovation for EDP, which have supported NEW’s growing and sustainable operation based
opportunities on the Planet Tech and Corporate Innovation stages. During the four days on an agile, project-based structure complimented by international technical consultancy
EDP registered 1,230 participants’ engagements on the EDP stand and in parallel over and partnerships.
600 meetings were held with prominent stakeholders that led to +200 qualified
Innovation leads NEW is also continuously scouting for emerging solutions and technologies in the energy
• ground breakers brought together 82 colleagues, from 12 business areas, ten nationalities sector and beyond, crucially supported by its wide network of 700+ top tier partners across
and the five Innovation hubs at EDP, the first in person meeting of the Innovation Global Europe, to continue to create knowledge and help shape the energy future through applied
Team. R&D.
In parallel, EDPI was also particularly active this year in the development of expertise on the
Energy Transition, bringing significant value added to the Business Units and for top
management decisions.
Final remarks
Overall, 2022 was very important consolidation year, which reinforced the importance of the
innovation at EDP, and of EDPI in catalysing EDP’s businesses and providing optionality for
potential future businesses for the group.
Integrated Annual Report 2022 Performance Sustainability 118
EDP was one of the leading partners in the recently The POCITYF project is coordinated by EDP and is aimed at
concluded R&D project EU-SysFlex. This project aimed to creating positive energy blocks – zones of a city with an
contribute to the acceleration and massification of annual positive energy balance: locally-produced
deployment of renewable energy. For four years, the renewables energy superior to the energy demand. The
project’s 34-partner consortium developed and tested project covers the heritage cities of Évora, Portugal and
several flexibility tools to help ensure a stable, safe and Alkmaar, Netherlands, as well as six more fellow cities spread
reliable integration of large shares of variable renewables in across Europe.
the European power system. Pilots of the various solutions
created were carried out in 6 different European countries, Through the implementation of these positive energy blocks,
including Portugal, with EDP taking the lead of the POCITYF aims to transform the urban fabric of these cities,
demonstrations of two concepts. One was a utility-scale with relevant cultural and historical areas, more affordable,
Virtual Power Plant (VPP), for the joint operation and healthy, accessible and reliable for is citizens. In Évora,
management of variable (Wind) and controllable renewables building integrated PV innovative solutions, such as shingles
units (Hydro). The successful tests in operating EDP’s assets and glass, will be installed respecting the architectonic and
established the VPP as a powerful generation portfolio cultural heritage of the city. Additionally, a Community Solar
management tool which may prove an alternative option to Farm will be built, and second life residential batteries will be
enable the participation of variable RES in energy markets. used, together with a P2P energy trading platform and
The other concept, the Flexibility Hub, is a new market control algorithms to provide flexibility and market services.
platform to source and integrate flexibility from the various
players in the power system – consumers, grid assets – and
then use this flexibility to ensure grid stability and reliability.
Integrated Annual Report 2022 Performance Sustainability 119
3.6.2.4. People management The major events of 2022, which continue to transform the global labour market, reinforce the
importance of today for the changes of tomorrow and of preparing EDP for the challenges of
the future whilst at the same time meeting the needs of its people, which has grown
Alignment with the SDGs Objectives KPIs 2022 Target 2025 significantly compared to 2021:
High
• increase of 7.4% in the global population (906), considering the inclusion of six new
Employee Engagement 84% performance markets and 19 new headcount companies, representing 17 new nationalities
company • increase of 1.6% in voluntary turnover (5.7%)
• increase of 0.8% in the global representation of women (27.5%) and of 1.9% in leadership
positions (28.4%)
Female employees 27.5% 30%
• generations Y and Z already represent around 61% of the global population, with an
increase of 5.5% of generation Y in leadership positions (42%)
• growth of 1.4% of people working outside their country of origin (3.6%), in a reality where
3.6.2.4.1. Our purpose 60% of the global population continue to work in a hybrid model.
EDP is committed to evolving as a global, agile and efficient organisation, with a people- Considering the current size of the EDP group, the work developed in terms of people
centred approach that seeks to attract, develop and retain the skills needed to meet the management in 2022 was based on the activation of a new people narrative through the
challenges of the future. integration of a global purpose, supported by 12 human skills, in the main people management
processes, strengthening the sense of belonging and pride in employees:
In order for EDP to be a truly future-proof organisation, an ambitious People and Organisation
(P&O) strategy has been defined, with the intention of fulfilling the following in the coming
years: Our energy and heart drive a better tomorrow
• provide its people with a human and meaningful experience, through global purpose and 3.6.2.4.2. Our energy
skills, and concrete measures of wellbeing and flexibility
• focus on attracting and retaining internal talent, through a strong global strategy of Is the strength, legacy and motivation of EDP's people to deliver green energy continually,
employer branding and onboarding, as well as a customised career and development leading to an increasingly empowered organisation.
strategy
• foster growth opportunities for all employees in an engaging manner, in line with a global Organisation
development mindset
• invest in collaboration and promotion of mobilities as a way of sharing knowledge, and EDP seeks to promote the sharing of best organisational practices and ensure the delegation
individual and organisational development of skills and digital tools suitable for the fulfilment of its objectives.
• treat diversity, equality and inclusion as catalysts for innovation
• promote agility and efficiency through the improvement and digitalisation of processes In 2022, the transition to a management model by business platforms continued, with the
in order to reduce decision-making time unification of the Generation platform (Portugal and Spain) and the implementation of the
• use the global tools of people analytics as instruments to support decision-making and Client Solutions, Networks, Shared Services and Energy Management platforms. In addition,
strategic planning. platform KPIs were added to the organisational performance management model and global
guidelines were approved for a greater Span of Control, a decrease in the number of
Integrated Annual Report 2022 Performance Sustainability 120
management levels (from seven to five) and a general reduction in the weight of Enablement In terms of engagement, it was found that 84% of employees feel involved with the company,
Functions. where the majority show pride in working for EDP (89%) and would recommend EDP as a
great place to work (80%). In terms of empowerment, it was also concluded that 72% of
Efficiency and decision-making employees have a high perception of organisational support, where 79% feel they have the
opportunity to carry out challenging work and 75% believe that their skills and abilities are well
In 2022, the efficiency of the P&O and decision-making systems was also assured, with the used.
implementation of various improvements that allowed a reduction of more than 1,300 hours of
work and the introduction of five new attributes in the About Me platform, allowing greater Rewards and benefits
refinement of people data.
The work environment at EDP must also create global conditions of equality and recognition.
To continue improving the efficiency of its processes, a three-year digital roadmap was also Therefore, in 2022, and through the global compensation strategy defined in the previous
followed up in 2022, with the aim of improving digital maturity, governance model and P&O year, it was possible to standardise compensation concepts in all EDP markets and define a
reference architecture. global compensation strategy, encompassing annual base salary, short and long-term
incentives, customised competitive benefits and guidelines for total remuneration of merit
Cooperation programmes. Furthermore, the organisational segments associated with a set of job grades
were reviewed and a new functional family model was defined, fostering branching career
EDP has also been discovering new opportunities to bring its people together, through digital paths.
collaborative tools such as virtual global communities. Currently, EDP has already
implemented eight global communities (Finance Ahead; ESG; People & Organization; Global EDP globally assigns long-term incentive plans to the Top Management segment and critical
Energy Management; Brand & Communication; Innovation; Digital; Generation), connecting positions in the Senior Management segment. The Executive Board of Directors (EBD)
more than 30% of the global population and providing access to content and initiatives in an considers the attribution of these incentives as a tool for attracting and retaining talent,
innovative and customised way to each functional family. focusing on achieving results, and complying with the business plan.
People are at the heart of EDP's strategy, and this dimension of its global purpose reflects their In 2022, in addition to consolidating its hybrid working model, EDP extended Flex Fridays to
importance and fundamental role in delivering the organisation's commitments to customers, all its markets, a voluntary measure to make working hours more flexible, allowing employees
partners and communities. Recent years have led the EDP group to rethink its working models to adapt their weekly working hours and not work on Friday afternoons.
in favour of a more flexible and balanced working environment and to an active listening
strategy that has demonstrated the organisation's work in this direction. Throughout 2022, continuity was also given to the global strategy of well-being defined in the
previous year, based on five pillars (physical, social, professional, financial and emotional). To
Organisational climate this end, global awareness campaigns have been developed (e.g.: Global Well-being Week;
Mind Your Mind) to encourage the adoption of healthy behaviours, the accountability of the
The organisational climate constitutes a fundamental, active-listening tool for monitoring organisation's leaders was promoted and the global offer was revised and simplified for better
different dimensions of employee experience, and the 2022 climate survey had the communication and access to the different channels and helplines.
participation of 93% of EDP group employees.
Integrated Annual Report 2022 Performance Sustainability 121
In recent years, EDP has promoted the Mind your Mind campaign in order to raise
awareness of the importance of mental health. As part of its global well-being strategy,
this campaign calls for preventive behaviours and publicises the various assistance and
support services available, through different types of initiatives (eg., talks, workshops,
testimonials).
Gabriela Pesente, an EDP Brasil employee, shared her personal experience through one
of the initiatives of this campaign, the "Trust Space".
“Here at EDP, I have always been lucky to have managers I could talk to, but I have also had
other people I could always talk to, such as in the health area, always available, work
colleagues. So, I think that as a company, we have to be aware of how significant we are in the
life of the individual and keep the doors open to give a person access. When I make myself
vulnerable before another person, they know they can count on me.”
Gabriela Pesente,
Planning Consultant, EDP Brasil
Maite Schneider
In 2021, EDP Brazil launched the first formation of this school is one of those
electrician school exclusively for trans moments. A project that goes beyond
people, a pioneering initiative in the employability and thinks about equity and
electricity sector. There were two classes, real inclusion, that builds bridges across
both formed in June 2022, and of those 19 such a giant abyss of multiple inequalities. I
people, 73% are now members of staff at am proud to be part of this beautiful seed
EDP or its partners. that will now not stop producing good fruit.”
Diversity, equality, inclusion and sense of belonging These efforts resulted in several distinctions, such as a new recognition by the Top Employers
Institute, highlighting the EDP group's strong positioning with candidates and employees, and
By ensuring fairness and inclusion for its people, EDP is also creating a more diverse working its dedication and commitment.
environment. To reflect the EDP group's maturity in these matters, the acronym DEIB
(Diversity, Equity, Inclusion and Belonging) was adopted in 2022 and included in the revision Talent development and management
of the Global Policy, which determines a set of responsibilities and mechanisms to promote a
more human and innovative company. 2022 was a turning point, with the implementation of a global development model based on a
holistic assessment of the employee, considering his/her past individual performance, his/her
In addition to various awareness-raising initiatives and continued efforts to promote skills in the present and his/her capacity to face future challenges. This mindset is supported
increasingly inclusive recruitment, the first Global DEIB Council was held in 2022, which set by regular development conversations and a new learning and development experience,
out the priorities for the next business cycle, and the Gender Equality Plan (2022-2023) and which enables access to a myriad of on-demand content. The change management process
Equal Pay project were reviewed, ensuring internal cross-cutting practices to guarantee pay for this mindset involved over 300 sessions and over 9,000 employees.
parity.
Throughout 2022, a new development approach was also established for EDP's leadership,
3.6.2.4.4. Our impetus characterised by a focus on prioritising topics related to the areas of leadership, digital,
innovation, safety, ethics and compliance. By 2022, total EDP group training was more than
This dimension of EDP's global purpose reflects its ambition of, and leadership in, bringing 200 thousand training hours.
about change as an organisation prepared for the challenges of the future.
The EDP group's employee succession plan is also crucial to ensure the continuity of the
Talent attraction business, acting as an important people management tool. In 2022, objective criteria were
defined to continue to build a global and diverse leadership pool, with the succession exercise
For EDP, it is essential to develop a strong employer branding strategy that is increasingly involving the positions of the Top and Senior Management segments. As a result of this
global and attractive, which, in 2022, meant revising its employee value proposition to reflect exercise, 173 successors and 355 potential career moves for 71 Top Management positions
the company's global positioning and its flexible, inclusive and development-oriented culture. and 620 successors and 1,125 potential career moves for 290 Senior Management positions
were mapped. Considering EDP’s growth, the competitiveness of the market and the scarcity
Overall, in 2022, the EDP group impacted more than 55,000 people, through more than 190 of talent, several customised development initiatives for these segments and their successors
initiatives and strong positioning on its main social networks, which resulted in more than 500 were also ensured in 2022.
people-related content. In addition to this digital communication, EDP used other digital tools
to strengthen its relationship with candidates - for example, a monthly newsletter with 6 3.6.2.4.5. A better tomorrow
issues and around 80 mail shots.
EDP's current strategy sets out ambitious commitments for the coming years, allowing it to
In 2022, the attractiveness strategy gave rise to more than 235,000 applications in EDP's become a future-proof organisation focused on providing a better tomorrow for current and
different markets, resulting in 1,797 admissions and 647 internships, mostly with fully digital future generations.
recruitment processes.
In 2022, the first global Onboarding experience was also designed and the EDP group's
Mobility Policy revised, processes that play a fundamental role in attracting and retaining
employees.
Integrated Annual Report 2022 Performance Sustainability 123
In this sense, EDP's P&O strategy will continue to focus on meeting the challenges of
attracting, developing and retaining the skills needed to meet the challenges of the future,
ensuring:
With people at the centre of its strategy, EDP will thus continue to work towards an
increasingly human and meaningful experience for all its employees, guaranteeing that what
we do today makes a difference tomorrow.
Integrated Annual Report 2022 Performance Sustainability 124
3.6.2.5. Health and safety The Plan of Strategic OHS Objectives contains the
TRAINING
repository of commitments and initiatives undertaken by
EDP WORKERS AND ESP
the different organisational units for the execution of the
Alignment with the SDGs Objectives KPIs 2022 Target 2025 six vectors of intervention defined on a strategic and
With regard to emergency preparedness and response, 460 simulated drills were carried out
EDP uses Humanisation as one of its fundamental values and places people at the heart of its throughout the EDP group, covering various industrial, administrative and construction sites,
strategic agenda. Safeguarding the health and safety of employees (both inside and outside in order to test the effectiveness of the planned response capacity in potential emergency
the group), suppliers, external service providers (ESP), customers and stakeholders, is an EDP situations. These drills included the participation of the civil defence force, the fire brigade,
group priority. For the group, no situation or emergency can justify endangering a person's life! police and public safety authorities, as well as employees, service providers and the
surrounding communities.
In fact, EDP guides its action in this matter by the principles established in the Health and
Safety at Work Policy, a binding document that covers all group employees and external In order to prevent electrical accidents involving third parties not involved in the group's
service providers, making the entire hierarchical structure responsible. activity, EDP ensures that the risks associated with its facilities and equipment are identified
and communicated. However, in 2022 there were 41 accidents of electrical origin with third
To this end, the EDP group requires everyone to adopt practices in line with the principles of parties, which resulted in the deaths of 14 people. These accidents were the result of civil
this policy, in order to ensure continuous improvement. construction activities, tampering with the grid and leisure, among others.
The implementation of EDP's annual occupational health The Health and Safety at Work Policy within the EDP group demonstrates its commitment to
AUDITS, INSPECTIONS,
and safety programme was based on a set of actions a model of Health and Safety Work Management based on continuous improvement and the
VISITS AND OBSERVA-
aimed at preventing occupational accidents, as conviction that working in a safe, healthy environment is instrumental for employee
TIONS
measured by a reduction in the frequency rates and the satisfaction and provides added value for successful results. To improve management of the
seriousness of accidents and occupational illnesses, and Policy objectives, EDP has a Corporate Safety Management System based on ISO
In EDP group, 133 work-related accidents occurred out of all EDP employees and service Accidents that occurred due to interaction with objects are responsible for 33% of accidents,
providers (ESP), representing a reduction of 13% compared with 2021. The frequency rate followed by incorrect movements or over-straining at 14%, 11% being falls from heights, 8% of
(FR) amongst EDP employees and service providers in 2022 grew 3% compared with the electrical origin, and 20% attributed to other causes.
previous year, consequently we were unable to achieve the target of 1.69 set for 2022.
TIPOLOGY OF ACCIDENTS AT WORK (%)
During 2022, there were six fatal accidents at work with service providers (fall from height,
8% 8%
electrical origin) and one accident in commuting (road). Electrical origin
1%
11% High-level falls
Additional information visit www.edp.com.
14%
Lower-level falls (includes same level falls)
Incorrect movement/overstress
6%
Fire/explosion
1,50 Others
32%
1,13
0,92
0,77
Health promotion
2019 2020 2021 2022
The health and well-being of the group's employees are promoted and protected through
compliance with occupational health monitoring requirements, in accordance with applicable
EDP Contractors
legislation.
425 During 2022, 10,311 medical exams, 1,175 consultations with employees who have nutrition
352 programmes, 1,105 cardiovascular screenings and 3,776 vaccination programmes against
influenza, pneumococcal infection, hepatitis B and yellow fever, which covered 1,212
337 employees, were carried out in the EDP group. Also, within the scope of occupational medicine
99 73 69
activities, 11 screening sessions for alcohol and drugs were carried out. EDP group monitors
and follows up the occurrence of occupational diseases.
2019 2020 2021 2022
In 2022, two cases of occupational illness were recorded.
EDP Contractors
Integrated Annual Report 2022 Performance Sustainability 126
business continuity, risk management, supply chain, energy management, finance, regulation Every month, the Executive Board Director responsible for information security receives a
and stakeholders, compliance, communication, and social support. report of activities and indicators from the organisation's CISO and the entire Executive Board
receives the same information on a quarterly basis. The EDP group's cyber-security risk is
This monitoring group, under the coordination of the SSBC, meets regularly and is responsible presented annually to the members of the General and Supervisory Board.
for reporting to the EBD on the main risks existing at each moment, changes in the
environment, the status of implementation of risk management measures defined, as well as Cybersecurity in 2022 in the EDP group
measures proposed for adoption.
2022 was marked by changes in cyberspace. From the beginning of the year we saw high-
The presence of EDP Renováveis and, more recently, EDP Comercial in countries bordering impact cyber-attacks on organisations from various sectors, such as media, communications
the conflict zone led to the adoption of a series of immediate measures to safeguard its people service providers and retail in Portugal, but also attacks on European port terminals and other
in these regions and the EDP group's people from Ukraine and Russia who are in other infrastructures supporting essential services around the world. Some of the attacks were only
operations, as well as its assets under construction and in operation, including Evacuation destructive with unknown motive, which, along with the conflict in Ukraine, confirmed the
Plans. trend of joint and coordinated action between physical and cyber conflict ("Hybrid Warfare"),
aggravating the risk of cyber threats, particularly in the energy sector, which became one of
As a complement to the analysis and monitoring of the situation by the different areas of EDP, the main targets of attack.
it also opted to use entities specialized in the management of geopolitical conflicts, in order to
acquire greater knowledge of potential developments and thus anticipate its response to In order to face the new cyber threats, EDP raised, in the first quarter of 2022, the cyber risk
potential risks or threats. Considering the possible scenarios of the evolution of the conflict, an alert level to orange throughout the group, which resulted in an increase of 24/7 monitoring, at
evaluation was developed of the most relevant risks and impacts for EDP, and of the main risk the same time as it integrated more information sources in its security operations, having also
management and impact mitigation measures. promoted additional business continuity exercises, specifically an exercise called "Red
Button" that simulates a service disruption that forces the isolation of critical networks and
3.6.2.6.1. Information security systems.
EDP recognises information security as a strategic objective and a fundamental business Although there was an increase in cyber threats throughout the year, apart from a few DoS
requirement, and makes this commitment at top management level. The EDP group's (Denial of Service) attacks on the corporate edp.com and edp.pt websites in July and
Information Security Policy, approved by the Executive Board of Directors, establishes September, which resulted in temporary difficulties accessing these resources, no incidents
information security as a competitive factor, generating confidence in its stakeholders, but with a significant impact on either the group's image or its operations were recorded
also as a critical responsibility in a social context, as a result of its role as an operator of critical throughout the group.
infrastructures and manager of large volumes of personal data on customers and employees.
Cybersecurity activities and indicators
The governance of information security in the EDP group involves the existence of the Digital
and Information Technology Committee. This committee includes members of the various The rating adopted, defined as the group's KPI for this area, observes the EDP group's
business units´ management, the Company´s Chief Information Security Officer (CISO) and a behaviour in cyberspace, specifically by checking aspects such as the security of its public
member of the Executive Board of Directors, who chairs it. This committee has, among others, websites, access from its networks to dangerous locations and incidents that affect the
the task of discussing and issuing opinions on guidelines for the strategic planning of organisation publicly. During 2022, the rating remained at the advanced level, oscillating
information security, and is also responsible for assessing the company's cyber-security risks, between 790 and 810 points, well above the average for the sector.
monitoring scenarios of serious incidents in the energy sector and the organization's cyber-
security risk profile.
Integrated Annual Report 2022 Performance Sustainability 128
To support the challenge of energy and digital transitions, as well as efficient and secure 3.6.2.6.2. Critical infrastructures
operations in EDP's energy networks and facilities, a "Zero Trust" strategy for cybersecurity
was adopted, comprising a plan of initiatives for the years 21-23, both in the domain of Directive 2008/114/EC defines "Critical Infrastructure" as "the asset, system or part thereof
networks and IT systems and in the OT domain (Operational Technology that supervises and located in Member States which is essential for the maintenance of vital societal functions,
controls energy management infrastructures, some of which are mission critical). Plans are health, safety, security, economic or social well-being, and the disruption or destruction of
being executed without major deviations from the original. which would have a significant impact in a Member State as a result of the failure to maintain
those functions".
With regard to awareness and training, because of the pandemic, which made face-to-face
training impossible, the training schedule in EDP's “cyber range” (a unique cyber security EDP has under its responsibility a set of critical infrastructures in Spain and Portugal, which
training infrastructure in Portugal, which simulates, in the classroom and with real equipment, include electricity generation and distribution infrastructures (physical and control facilities),
the power grid’s control systems), and was also adapted to remote format. However, due to as well as related customer service activities, which have been identified within the scope of
the easing of restrictions in the face of the pandemic, we had about 30 in-person trainees in the transposition of Directive 2008/114/EC into Spanish and Portuguese law.
2022. There is also integrated programme of training, e-Learning and security exercises for
delivery across the entire EDP group, which was delivered to 11,000 employees in 2022. It should be noted that a new European directive was recently approved, Directive (EU)
2022/2557 of the European Parliament and Council of December 14, 2022, on the resilience
In addition to its operational capabilities, the EDP group's vision is to position itself as a of critical entities (repealing Directive 2008/114/EC with effect from October 18, 2024), which
company of reference in the use of best practice and innovation in the area of information is awaiting transposition into national law.
security. In this sense, the EDP group continues to integrate several national and international
work and study groups (such as CERT.PT, the World Economic Forum, the Cyber DSO group Due to the diversity of the critical infrastructures under its responsibility, EDP has proactively
- Distribution System Operators - and the International Energy Agency), as well as European adopted strategies to respond to risks of different natures, such as physical risks (e.g., fires,
projects with other European counterparts, academic and governmental organisations. earthquakes, atmospheric events, including extreme events), and technological risks
(including, but not limited to, cybersecurity risks for operational systems and information
BITSIGHT SECURITY RATING systems).
In addition, the measures and tools adopted to mitigate these risks are diversified and
different in nature, adjusted to the specifics of the infrastructures, necessarily covering
physical security (safety and security aspects), technological security and cybersecurity, as
well as the management of Business Continuity, leveraged by a strong component of training
810
and exercises. EDP has developed, for each of the critical infrastructures, the respective
800
security plan, supported by the conclusions of the risk analysis on them and the set of
805 measures implemented, in line with the provisions of Directive 2008/114/EC and in alignment
with the recently revised national legislation DL 20/2022 (repealed DL 62/2011).
Furthermore, it is important to mention the role assumed by EDP in promoting the adoption of
good practices in the management of critical infrastructures in the sector, through its
dissemination, but also through collaboration with external entities, participating in exercises
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec and workshops relevant to the topic.
Integrated Annual Report 2022 Performance Sustainability 129
With a focus on establishing and developing a Security Culture, EDP promoted a set of • activation of the Business Continuity Plans, in order to guarantee an adequate
awareness-raising activities, provided by SIS - Security Information Service; (i) the operational response capacity that simultaneously minimises the conditions for the
Knowledge and Sensitive Information Protection Program, which aims to alert entities in propagation of the pandemic and ensures the functioning of essential services
Portugal to espionage threats and raise their awareness of the importance of protecting • monitoring the progress of the disease, the effectiveness of the measures taken and the
knowledge and sensitive information and (ii) the Krítica Program, with the aim of contributing need for further action depending on the context within and outside EDP
to improving the protection of critical infrastructures and sensitive national points against the • responding to internal and external notification and communication needs
terrorist threat. • resumption of activity under safe conditions as soon as the country/region allows.
Also, in this context and following the approval of the Sendai Framework for Disaster Risk Given the pandemic data, the governments of the countries where EDP operates have
Reduction 2015-2030, EDP has participated, in Portugal, in the National Platform for Disaster established a plan for the gradual lifting of restrictive measures.
Risk Reduction (PNRRC in its Portuguese acronym), under the responsibility of a sub-
committee coordinated by ANEPC (National Authority for Emergency and Civil Protection). The evolution of vaccination against Covid-19 allowed for a move towards the relief of
We highlight the participation in the development of the Handbook on "Good Resilience restrictions through a gradual and extended plan.
Practices for Critical Infrastructure - Private Sector and State Business Sector", as part of the
PNRRC activities for the 2015-2017 triennium, available on the PNRRC website. EDP accompanied this plan and, in accordance with the directives, went ahead with a survey
of the measures applied in all the countries in which it operates.
3.6.2.6.3. Infectious diseases
Preparation for crisis situations, particularly focusing on people's health and protection is part
of EDP's performance and commitment.
The EDP group Contingency Plan was created during the course of infectious disease
situations and in order to prepare the company for similar or more serious future situations,
such as pandemics.
This track record for continuous monitoring of epidemiological situations through the
implementation of Contingency Plans allowed EDP to be more prepared when, in 2020, the
COVID-19 Pandemic was decreed.
The Contingency Plans define EDP's procedures for the adequate management of the
impacts around these situations, which may affect employees and service providers, as well
as the group's companies´ business, which includes:
• safeguarding people's lives in order to reduce the risk of contamination in the workplace,
strengthening the information and knowledge of the employees and favouring self-
protection
• implementation of a decision-making and coordination structure in EDP and the group's
companies
Integrated Annual Report 2022 Performance Sustainability 130
• Launch of ESG Masterplan, a new strategic framework for the Sustainability area, with five focus areas aligned with the Business Plan and the
company's vision
• Miguel Stilwell d'Andrade, president of the EDP group, was appointed a member of the Executive Committee of the World Business Council for
Sustainable Development (WBCSD), the largest international business organization working in sustainable development
Highlights 2022 • EDP was recognized by CDP, for the 6th consecutive year, as one of the world's leading companies in the fight against climate change. The
company received a double score of "A", the highest ranking in the categories of transparency and business performance on climate change and
water safety management
• EDP retains the first place among integrated utilities of S&P CSA/DJSI, among 180 companies of different geographies evaluated, with a final score
of 90 points (out of 100), the second best since it was part of this index for 15 consecutive years.
• Respond to the increased pressure posed by the new Sustainability disclosure standards
• Accelerate investments in adaptation and resilience due to the rising costs associated with the risks of extreme weather events
Main challenges 20231 • Climate change will continue to drive drought and water scarcity, sharpening the focus on water-related risks
• The importance of Biodiversity and nature-related risks becomes increasingly critical as more data and frameworks is available (TNFD and SBTN).
1
Challenges identified by S&P Global in 'Key sustainability trends that will drive decision-making in 2023' (available in www.spglobal.com) and recognized by EDP as relevant
Integrated Annual Report 2022 Performance Sustainability 131
3.6.3. Attractive Returns and ESG Excellence ECONOMIC VALUE GENERATED (€M)
Alignment with the SDGs Objectives KPIs 2022 Target 2025 16 480
13 756
20 375
Profits in line with the EU’s Taxonomy 49% >70
14 344
11 307
It should also be noted that the group has responded to questionnaires that grant recognition
in the areas of climate change and water management (CDP Climate Change and CDP Water
Security), in sustainability (GRESB) and in ethics (Ethisphere Institute).
Integrated Annual Report 2022 Performance Sustainability 132
3.6.3.1.3. Facts & figures of sustainable finance The EU is following a step-by-step approach starting with the climate taxonomy (2022), the
environmental taxonomy (2023) and the social taxonomy (with no date yet known). Other
Since the 2030 Agenda for Sustainable Development and the historic signature of the Paris EU regulations are building on the different dimensions of the EU Taxonomy, as for example:
Agreement, there have been made important progress in the battle against climate change
and towards a greener, more resilient, more inclusive global economy. Sustainable finance • the Corporate Sustainability Reporting Directive (CSRD)- This regulation was published
has the potential redirect the funds to climate action and transition to a climate-neutral on 16 December 2022 in the Official Journal. It will be applicable in 2025 to companies
economy. already subject to the Non-Financial Reporting Directive – NFRD
• the Sustainable Finance Disclosure Regulation (SFDR) – This regulation was published
According the last report of the Global Sustainable Investment Alliance – GSIA Report 2020) on 9 December 2019 in the Official Journal. It has been applicable since 10 March 2021.
the global sustainable investment reached USD35.3 trillion in five major markets (Europe; It is a key regulation to increase transparency and enable investors to reorient capital
United States; Canada; Australia; Japan)-. Sustainable investment assets under • the Corporate Sustainability Due Diligence Directive (CSDDD). This regulation proposed,
management make up a total of 35.9% of total assets under management, up from 33.4% in for the first time, a mandatory framework for companies registered or operating within the
2018. The GSIA expect that sustainable investment could exceed USD 50 trillion by 2025. EU to carry out due diligence throughout their supply chains and to identify, prevent or
stop adverse impacts related to human rights and the environment. The final text is
Investors expected in May 2023.
The year 2022 started with the implementation of the ambitious agreement “Glasgow The last major introductions regarding sustainable finance, in 2022, were the following:
Financial alliance for Net Zero (GFANZ)” established in November 2021, which assembled a
few of the world’s most powerful financial institutions to fight global warming, by pledging to • the EU Taxonomy: The European Commission published and adopted
bring loan and investment portfolios to net-zero by 2050. the Complementary Climate Delegated Act. This legal text proposes that gas and
nuclear activities are classified in the EU Taxonomy framework. Please see EDP’s
However, as the year unfolded, sustainable finance had to stave off a backlash against ESG position in our 2021 Sustainability Report, page 166
policies. At the end of 2022, Vanguard group, the world’s second-largest asset manager and • the disclosure under the article 8 of the EU Taxonomy: EDP has disclosed, for the first
a major index investor, pulled out the GFANZ, saying it aims “provide the clarity our investors time in 2021, information on eligibility and alignment with the Taxonomy under the
desire about the role of index funds and about how we think about material risks, including mandatory tables for its revenues, operating expenses (OPEX) and capital
climate-related risks.” expenditure (CAPEX). More details in the Report on implementing article 8 of the
EU Taxonomy Regulation
Regulators • the disclosure of the report on minimum safeguards by the Platform on Sustainable
Finance: The purpose is to orient companies on implementing article 18 of the EU
In July 2022, the European Central Bank (ECB) announced, a measure to be applied from Taxonomy
October 2022, that will adjust the purchase of corporate bonds and the pandemic emergency • the announcement of new reporting climate disclosures from Securities and
purchase programme according to a climate score based on three factors: backward-looking Exchange Commission (SEC) and International Sustainability Board (ISSB): Their final
emissions (issuers’ past emissions), forward-looking targets (issuer’s ambitious goal is to issue the final standards in 2023.
decarbonization targets) and climate disclosures (issuers’ reporting of greenhouse gas
emissions: scope one, two and three).
Integrated Annual Report 2022 Performance Sustainability 135
EDP
Currently, 29.8% of the capital of EDP's shareholder structure comes from SRI investors. EDP
has demonstrated its expertise in ESG matters and its knowledge to reply to investors who
follow active and passive investment approaches. Additionally, regarding the financing
component, the group has responded to requests from investors, who are increasingly
demanding in terms of mitigating the risks inherent in ESG factors.
In March 2022, EDP updated its 2018 green bond framework with a new Green Finance
Framework. The new framework, which you can found on the following here, is aligned with
the Company’s overall sustainability strategy and initiatives and will further contribute to
EDP’s key environmental priorities. The framework is aligned with the Green Bond Principles
2021 (GBP), as administered by ICMA, and Green Loan Principles 2021 (GLP), as administered
by LMA, APLMA and LSTA. In addition, it is also aligned with the EU taxonomy. The framework
is supported by a second-party review from Sustainalytics.
The proceeds of the issued green finance instruments are used to finance and/or refinance
new and/or existing wind and solar assets of EDP Renováveis (EDPR). Eligible assets include
the design, construction, installation and maintenance of wind and solar assets.
As of 31 December 2022, our green finance instruments (the first was in 2018) represent 44%
of our total nominal debt. EDP has a target to have 50% of its funding from sustainable sources
by 2025.
Our green bond reporting is done through our annual sustainability report that is audited by an
external party. That information appeared on the Report on the allocation and impact of Green
Finance.
Integrated Annual Report 2022 Performance Sustainability 136
3.6.3.2. Caring for our planet EDP contributes to Sustainable Development, recognising the Environment as a strategic
management element and acting towards the prevention of pollution, mitigation of impacts
and consequences of its activity. To this end, through its Environmental Policy, the group
Alignment with the SDGs Objectives KPIs 2022 Target 2025 assumes a set of commitments that safeguard the implementation and maintenance of
environmental management systems, certified in accordance with ISO 14001:2015 by
accredited external entities. To ensure ongoing improvement, the environmental
Reducing the intensity of CO2 management of the facilities/activities is aligned with objectives and a strategic plan
emissions (scope 1 and 2)
-56% -70%
supported in a Corporate Environmental Management System with the scope "corporate
management of policies, commitments and environmental performance of EDP group
worldwide".
Recycling of waste from activities 52% 85%
The group's Environmental Policy is considered in the business plan, which leverages and
realises the capacity to contribute to the prevention of pollution, resulting in positive evidence
in terms of the protection of Biodiversity, decarbonisation, the efficient use of natural
resources and the promotion of a Circular Economy.
The electricity generation and distribution activities have a significant direct environmental
impact in terms of fuel consumption, use of chemical products, greenhouse gas emissions,
atmospheric pollutant emissions, water consumption licences, effluent discharge after
treatment, effects on fauna, effects on flora and noise in some assets´ specific situations. To
ensure the control and mitigation of these impacts, in addition to the existence of
Environmental Management Systems certified in accordance with ISO 14001, the
thermoelectric power stations are covered by demanding environmental licences, which
establish continuous monitoring, taking into account the parameters and sensitivity of the
environments in which are located. All thermal power plants have physical/chemical
wastewater treatment processes, ensuring that they are disposed of according to the limit
values established for each parameter. The reduction in thermoelectric production of coal-
fired power stations in the Iberian Peninsula and the early closure plan, integrated into the
decarbonisation strategy, result in a significant reduction in atmospheric emissions of sulphur
dioxide (SO2), nitrogen oxides (NOx) and particulates. In distribution, the main impact
mitigation measures are the landscape integration of overhead lines, oil retention systems
and the installation of acoustic barriers.
distribution companies, all medium and low voltage transformers that are removed from the • contributing to the deepening of scientific knowledge of biodiversity and ecosystem
network are replaced by transformers equipped with vegetable oil. services, including through the establishment of partnerships.
In terms of emergency and incident response capacity in 2022, 99 small oil spills were In parallel, EDP also commits to "not building new electricity production facilities in areas that
recorded, containment and remediation measures were taken, also recorded were 101 are part of Natural Sites on the UNESCO World Heritage List", to ensure that it continues to
environmental near-accidents and 270 simulations were carried out. The corrective and have no presence in these territories, and made a global commitment in 2022 to become
prevention measures implemented resulted in zero accidents with environmental damage. In positive for nature by 2025, which means going further and anticipating the "No Net Loss"
addition, training and awareness-raising events on emergency response are also held for commitment already made for 2030, and achieving a Net Gain of biodiversity in all new
employees, service providers and others involved such as the local community (when projects with significant residual impacts by 2025.
applicable).
The location of own assets, leased, administered within or adjacent to protected areas and
The number of environmental complaints has decreased again in all areas of activity and has areas of high biodiversity value outside protected areas are shared openly, in the UN´s own
reduced globally 15% (vs. 2021). The theme noise represents 23% of the reasons for annual reports (EDP Brasil and EDP Renováveis) and in the annual reports, corporate website,
environmental complaints, followed by the theme waste, with 16% representation. and biodiversity reports.
On the other hand, in order to have a positive effect on the environment, EDP continues to In strengthening the biodiversity conservation objectives of the "Net Gain of Biodiversity”
invest heavily in improving technologies and in initiatives to prevent and mitigate the project, EDP makes two additional commitments in the baseline mitigation line-management
environmental impacts of its operations, totalling EUR 105.5 million by 2022. approach, also by 2025:
In this sense, EDP assumes the Environment as a strategic management element, aiming to In 2022, in an action underlying the line management of mitigation, EDP developed the
reduce the impacts of its activity through a set of general and specific complementary Space4Nature (making space for nature) initiative, an initiative promoting Nature-based
commitments, expressed by the Environmental Policy, among which is the protection of Solutions (NbS) as a simultaneous response to business and societal problems and
biodiversity: challenges. This is a kick-start to the ambition of a positive business for nature (see
Biodiversity Report).
• contributing to the reduction of biodiversity loss, prioritising mitigation line management
and aiming for a positive outcome on the biodiversity balance sheet in the long term Also in a commitment to positive business for nature, EDP follows the evolution of metrics and
indicators based on science that are being worked on internationally and which are expected
Integrated Annual Report 2022 Performance Sustainability 138
to stabilise from the second half of 2023 onwards (TNFD, SBTN, GRI, for example) to integrate
Spain Environmental impact studies have been carried out for EDP Spain
the biodiversity and natural capital theme in: network installation projects which, due to their delineation throughout
the protected areas, are subject to an environmental assessment by the
• identification and assessment of impacts and dependencies, extending to key supply competent body. Studies that ensure the identification of technical
chains. However, in the matter of suppliers and subcontractors, EDP's procurement solutions with the lowest environmental impact, and compliance with
the minimisation measures contained in the corresponding
policy, whenever possible, is already considered a reference to the implementation of environmental impact statements (DIA), allow the avoidance of liquid
policies consistent with those established by society, in particular in the environmental damage to biodiversity.
and biodiversity dimension
Ecological
• monitoring the evolution of related risks in different time horizons and integrating this Portugal Of the 16 hydroelectric uses identified for the construction of ecological
information in strategic and operational planning where applicable. flows flow schemes (CERs), 15 have already had their CERs implemented,
and their monitoring programmes are underway to assess
effectiveness as defined in the Concession Contracts.
EDP's power generation (hydroelectric, thermoelectric, wind and solar) and electricity
transmission and distribution activities have the greatest impact on biodiversity, through Only in the case of the Upper Cávado, given the poor quality of the
disturbances caused by the alteration/conversion of land use that result in the fragmentation, water in the reservoir water and the good quality of the water present in
the downstream section of the reservoir, it was decided not to launch an
alteration and destruction of habitats with a direct or indirect impact on species However, Ecological Flow (EC) given the possible negative effects on the body of
habitats and potentially-impacted species are the target of the conservation measures and water. However, this section of the river downstream of the dam is being
impact mitigation described in three aspects: protection of bird fauna, ecological flows and monitored.
natural capital. In 2022 the following stand out:
Spain Compliance with the Hydrological Plan for the Hydrographic
Demarcation of Western Cantabria 2015-2021, certified in 2019 for the
implementation of the ecological flow regime in EDP Spain
hydroelectric power plants, is at a very advanced stage, pending
Bird completion in Valdemurio, Tanes, Furacón and Priañes, once the
Portugal In 2022, the Avifauna IX protocol began and actions continued to be
protection execution of projects for the adaptation of the dam drainage bodies
developed under the Avifauna VIII Protocol, the LIFE Projects and the
has been completed.
National Specific Program for Wild Birds (PENAS).
The actions provided for in the Protocol continued the work of surveying Natural Spain As part of the Working group on Natural Capital in the energy sector
the land around certain power lines, and the compilation and validation capital created in 2019, contributed to the environmental impact rapid
of information on risk charts of endangered species. assessment tool developed for electricity distribution lines in
ecosystem habitats, species and services; and assisted in decision-
The corrections of medium and high voltage overhead power lines
making when drawing sections of new lines (completed in 2021). In
(MT/AT) were performed with the use of mitigating technical solutions,
2022 it took the opportunity to activate all the experience and
such as the rotating “firefly” type to minimise collision, and the change
knowledge shared in this group to prepare a guide document (which
from horizontal to vertical disconnectors and a combined solution to
awaits completion) with conclusions for all the activities of the
electrocution, at around 15 km.
electricity sector that will serve as a basis for future work on the
From the beginning of the avifauna protocols (2003) to the end of reclamation of natural capital in the environment of our facilities.
2022, there have been about 1,371.7 km (accumulated value) of exist-
ing electricity distribution lines corrected with measures to protect
avifauna, inside and outside Classified Areas, both in the licensing of
electric lines and in the context of voluntary correction.
Integrated Annual Report 2022 Performance Sustainability 139
In addition, in 2022, EDP continued to strengthen its public commitments in this area by: Climate Action), focused on minimising the impact of In Portugal, EDP has cumula-
existing high and medium voltage overhead power lines: tively achieved the extension
• implementing the commitments made under Act4Nature-Portugal, whose 2021 and of
2022 results can be analysed in the biodiversity brochure 2020-2022. Act4Nature is an • the LIFE LxAquila project was continued, focusing on
initiative led by the BCSD-Portugal and fostered by the biodiversity working group since the Bonelli eagle species, where 47 medium voltage
2020, where EDP is part of the Steering Committee and the Advisory Board network supports were corrected with combined 1,371.7 km
• in 2022, this working group organised and presented the "I Natural Capital Conference", solution, inversion from horizontal to vertical
which took place in Lisbon on 23/11/2022 sectioners and also nesting deterrents correction of critical distribu-
• implementation of the commitments made under the Brazilian Business Commitment for • two projects were approved: LIFE tion lines for existing birdlife
Biodiversity The Commitment - IBNBIO, whose results can be analysed in the Biodiversity PowerLines4Birds, focused on seven threatened in protected areas and the
Report 2020-2022 target species (black vulture, Egyptian vulture, Iberian Natura 2000 Network
• membership in the Act4Nature-Portugal initiative, and subscribed to the ten common imperial eagle, great bustard, little bustard, golden
commitments and 12 individual commitments by 2030. By 2021, of the 12 individual eagle and roller), in 23 Special Protection Zones
commitments, ten have been reached or are underway, and two are yet to begin. (Natura 2000 Network) in the Iberian Peninsula (14 in Portugal and nine in Spain), and
LIFE SafeLines4Birds, directed at the White Stork in Portugal, and 12 other endangered
From the EDP biodiversity agenda, the following initiatives stand out in 2022: species, both of which count on the participation of several partners in: Belgium, France,
Germany, the USA and Portugal, in partnership with other utilities Operators of Similar
In Brazil, another phase of project “Capibaxa Sweet Springs”, a partnership initiative with the Distribution Network and Electricity Transport.
Earth Institute, recovering 10 tributary springs in the municipality of Baixo Guando in Espírito
Santo. The aim is to promote the recovery and conservation of water resources through the In 2022, work was developed to improve the existing fish transposition systems during
forest restoration of springs and the installation of five mini sewage treatment plants in rural hydropower production activities, and monitoring systems were implemented. (see more
properties. information in the Biodiversity Report).
In Portugal, in the activity of electricity distribution, E-Redes celebrated the 20th anniversary Prevention of pollution
of the Protection of Avifauna in the Distribution Network, a partnership that joins E-REDES
and the Institute for Conservation of Nature and Forests (ICNF), Quercus, the Portuguese EDP assesses the potential effects on biodiversity of its main construction, operation &
Society for the Study of Birds (SPEA) and the League for the Protection of Nature (LPN). Event maintenance activities, where aspects related to soil, water, air and noise pollution are
that took place on 10 October 2022, when we looked back on this partnership and pondered considered. This analysis ensures that they are covered by the environmental management
the "New ideas in Distribution'' in the challenges and opportunities brought about by the systems put in place and makes it possible to systematise and optimise best management
compatibility of the economy´s electrification needs and the safeguarding of natural values practice for mitigating impact on biodiversity across the group. (see more information in the
(see more information in the Biodiversity Report). Biodiversity Report). The following preventive operational actions regarding pollution in the
context of biodiversity protection in electricity production and distribution activities stand out,
Also in the electricity distribution activity, partnerships with several bodies are highlighted namely:
through the LIFE program (European Union financial instrument for the Environment and
• programme of screening and elimination of oils with PCB
• prevention of the production of waste and its hazards Sorting, storage and assurance of
adequate final destination of waste produced
Integrated Annual Report 2022 Performance Sustainability 140
• replacement of transformers’ mineral oil, which causes hazardous waste, with vegetable EDP´s strategic vision for the circular economy is based on three fundamental pillars:
oil Reduction, Reclamation and Optimisation as a way to promote the increase of circularity in
• analysis of the cause of occurrences having environmental impact and identification of the business, implemented through seven priority axes of action (see figure to the side).
measures for rapid action in correction and prevention
• implementation of noise minimisation measures EDP has set out four ambitious circular economy targets for 2025, contributing to its
• contractual environmental requirements from external service providers, with penalties commitment to SDGs 8 and 12, promoting decent work and economic growth, and sustainable
applied if these requirements are not met, and production and consumption (see table on the following page). To achieve these objectives, a
• environmental training to employees with activities that impact the environment. corporate roadmap was determined, to which projects and initiatives developed by the
different Business Units of the group contribute. In 2022, there are several best practices for
circular economy, for each of the priority axes of action, which are detailed in the following
table.
3.6.3.2.2. Circular economy
KPI 2022
TARGET 2025
Promoting the Circular Economy
The Circular Economy is one of the axes of the EDP group's sustainability strategy,
constituting an important pillar of its Environment Policy. For EDP, the Circular Economy is
based on the efficient use of natural resources from a life-cycle analysis perspective, with the
objectives of:
• Minimise the use of natural resources necessary for the proper execution of its activities
• Efficiently optimise and manage internal products and services capable of leveraging the
circular economy in its customers
• Maximise the recovery of waste and its reintroduction into the economy as by-product.
Integrated Annual Report 2022 Performance Sustainability 141
In accordance with the European Commission's Ecodesign Directive, tier 1 transformers have
Application of the Ecodesign Directive in the
not been purchased since 1 July 2021. Its replacement by Tier 2 transformers will reduce E-REDES - Portugal
purchase of transformers in Distribution
energy waste by 10% compared to Tier 1.
Energy storage system with batteries at Installation of batteries for energy storage in solar farms with the aim of improving the EDP Renováveis - Europe and
solar farms flexibility of electrical systems, thus incorporating greater renewable capacity. Brazil
Durability
Reuse of buildings and infrastructure so as to increase their durability and prevent the
Reuse of buildings and infrastructure at the production of waste. In particular through: reuse of the water outlet; electro chlorination
Sines plant under the GreenH2Atlantic building; group 4 adduction water duct; group 3 and 4 rejection channels; breakwaters; water EDP Produção - Portugal
hydrogen project treatment system building; demineralised water tanks; cable track tunnel between the plant
and the water outlet; buried nets; accesses, etc.
Digitalisation
Reconditioning of transformers and the use of predictive analysis and remote monitoring of
this equipment in real time, which allows an increase in the responsiveness and quality of
Transformers overhaul E-REDES - Portugal
service, and simultaneously increases the useful life of resources through dematerialisation
processes.
Use of LIDAR flights for maintenance and monitoring of lines, avoiding travel and saving
LIDAR system on power lines EDP Spain - Spain
resources.
Resources enhancement
Reclamation of cut vegetation in between the lines subject to Secondary Network Fuel
Reclamation of wood resulting from the
Management Strips, focusing on supporting the protection and preservation of biodiversity E-REDES - Portugal
clearance of vegetation
and carbon sequestration.
Deactivations have a minimum reclamation rate of 90%. Waste recovery with clear resource
savings in other industries (e.g., steel and iron) and filling materials (if we reuse
Demolition waste reclamation EDP Produção - Portugal
uncontaminated construction and demolition waste in the environmental reconversion of
decommissioning).
Integrated Annual Report 2022 Performance Sustainability 143
Initiative that aims to internalise the concept of the circular economy in EDP through the
training of employees, with a focus on the development of mindset and competencies. It
includes three axes: (1) Introduction to the circular economy, for all employees, with the
Training: Circulating at EDP EDP Brasil - Brazil
objective of internalising the concept; (2) Short immersion courses on specific circular
economy topics; (3) Circular Economy Days, developing mentoring aimed at developing
examples of circularity in the company's business.
EDP gathers efforts to develop solutions so that its main waste materials can be used as by- Under its Environmental Policy, EDP is committed to mitigating its impacts, managing risks
products and raw materials for another industry, namely fly ash and coal slag which made up and promoting the ongoing improvement of processes, practices and performance through a
around 96% of the total waste materials recovered (362,848 tonnes). collaborative approach with stakeholders for the sustainable management and efficient use
of water.
With regard to construction, operational activities and the maintenance of facilities, reuse is
prioritised so that, when discarding, recycling is always considered as the first solution. Water is a vital resource for electricity generation, particularly hydroelectric power, which is
an important part of EDP's renewable generation portfolio and is crucial to its strategy of
In this way, contracts are established with licensed operators who transport the waste to the reducing CO2 emissions and mitigating climate change.
appropriate destination for recovery. Efficient waste management goes beyond the suitable
disposal of waste and its incorporation into the economic circuit, by promoting its Although, and contrary to the other activities of the organization, the use of water in
reintegration whenever possible. This management starts upstream, in design and in the hydroelectric production is not considered consumption, EDP monitors the volume of water
choice of materials necessary for the functioning of operations. managed in these assets, which has reached 112 million cubic metres, -44% compared to
2021. This indicator depends heavily on the hydropower productivity index in Portugal, in
Water management which the water portfolio is more relevant, being the same 0.63 (vs. 0.93 in 2021), 37 p.p.
below the average hydrological year.
EDP recognises access to drinking water and sanitation as a universal Human Right and
assumes its responsibility in the pursuit of SDGs, in particular SDG 15, contributing to the
sustainable use of freshwater ecosystem services, and SDG 7, seeking to ensure the supply of
clean and affordable energy for all.
Integrated Annual Report 2022 Performance Sustainability 144
WATER CONSUMPTION (%, THOUSAND m3) transfer and transport of fish, and support for scientific research on these topics.
A
9,750
national institutions and the experience of internal
32.7% 67.3%
operational teams.
4,834 9,964
Since 2010, EDP has responded to the CDP Water CDP Climate Change
Security, where it provides a detailed description of its
1.4%
ongoing initiatives. In 2022, EDP achieved the highest
CDP Water Security
213
performance level of this index (leadership) with a rating of
A.
Prominently positioned at the forefront of energy transition, EDP recognises the importance of
the electricity sector, and of its contribution to a low-carbon economy, as a solution for
WATER WITHDRAWAL (%, THOUSAND m3)
tackling climate change.
The specific consumption of fresh water
Given the current context of climate emergency, as well as compliance with the global
Fresh Brackish changed in 2022 (-25% compared to
11,275 11,442 commitment established by the Paris Agreement and reinforced by the Glasgow Pact to limit
1.7% 1.7% 2021), with the decrease in the EDP
the increase in global average temperature to 1.5ºC, EDP's contribution to combating climate
group's coal-fired electricity generation
change is realised through its Climate Action approach, embodied in the Climate Transition
(10% vs. 2021), which is justified by the
Plan (published in an autonomous document).
fact that the Pecém thermoelectric
power station in Brazil has been shut
EDP's Climate Action approach focuses on mitigation actions - with the aim of reducing
down.
greenhouse gas (GHG) emissions and adopting climate change adaptation plans in all regions
and business units exposed to significant climate risks. These actions are supported across
EDP monitors potential shortages, water
the board by innovation - which aims to promote the development of carbon-neutral
quality and sediments, as well as the
technologies and increase energy efficiency; and by capacity building, increasing awareness
impact of the management of this
and transparency on climate change, both within and outside EDP.
resource on biodiversity, for which it
Salt
652,951 undertakes mitigation activities such as
This approach is the responsibility of corporate governance, which assumes a strategic role in
96.6% the release of ecological flows, the
the appropriate management of climate responsibilities and action plans, where it includes
Integrated Annual Report 2022 Performance Sustainability 145
the identification, analysis and management of climate-related risks and opportunities (more SCOPE 2030 2040
details in Climate Transition Plan). S1+S2 [intensity] -95% -96%
The EDP group publicly discloses its response to the CDP Climate Change questionnaire, in
which it details its strategy and performance in the fight against climate change in line with
the TCFD (CDP Climate Change EDP 2022).
In 2022, EDP achieved the highest level of this index (Leadership A) in both the CDP Climate
Change and CDP Water Security.
Climate action mitigation EDP reports its GHG emissions in accordance with the GHG Protocol Corporate Accounting
and Reporting Standard (categories detailed in annex table). In summary:
Mitigation is directly linked to EDP's Business Plans, both on the supply side and on the
demand side, with the aim of reducing global GHG emissions by implementing solutions • scope 1 emissions: includes stationary emissions from thermoelectric power plants,
based on four main pillars: which represent 99.7% of the total, as well as emissions from the vehicle fleet, fugitive
emissions (SF6) and those corresponding to natural gas consumption in buildings. In
2022, they totalled 9. 4 MtCO2e, 4% less than in 2021
1. Continued reduction of production 2. Increase in renewable power, with the • scope 2 emissions: refer to electricity consumption, including losses in transport and
from coal-fired power plants (by 2025) public objective assumed by EDP of distribution networks (the part produced by third parties), internal consumptions in power
and natural gas (by 2030). reaching 100% in 2030. plants and consumption in administrative buildings supplied by third parties. In 2022,
they totalled around 0.47 MtCO2e, 41% less than in 2021, largely due to the significant
reduction in emission factors in Portugal and Brazil, affecting the contribution of losses in
the distribution networks
3. Strengthening electrification and 4. Promoting innovation aimed at • scope 3 emissions: comprise all remaining indirect emissions upstream and
promoting energy efficiency, favouring mitigating the effect of climate change, downstream of the value chain, not accounted for in the other scopes. They essentially
the supply and demand of renewable contributing to the energy transition to a include emissions associated with purchased goods and services, energy and fuel-
energies and sustainable mobility low carbon economy. related activities and the sale of gas to end customers. The total value of scope 3
solutions. emissions reached 9.3 MtCO2e, 10% less than in 2021, essentially due to the reduction in
the categories of sale of gas to end customers and energy and fuel related activities.
In 2022, the first pillar was strongly influenced by the global energy crisis caused by the
Russia-Ukraine war, which translated into an escalation of the price of natural gas on the SCOPE1, 2 AND 3 EMISSIONS (ktCO2e)
international markets and conditioning the entire energy sector in Europe. In comparison with
2021 EDP observed:
The 7% reduction in Scope 1 and 2 emissions, combined with the slight increase in electricity Climate action adoption
produced (+ 2.6%), meant that specific Scope 1 and 2 emissions decreased by around 9%
compared to 2021, settling at 160 gCO2/kWh. Ensuring the resilience of its electricity generation and distribution infrastructures is one of the
priorities of EDP's climate action. EDP has set a goal to have Adaptation Plans in place in its
Business Units by 2022 which ensure the resilience of infrastructures that may be exposed to
SCOPE 1 AND 2 SPECIFIC EMISSIONS (gCO2/kWh) extreme events of greater intensity and frequency, given the reality we know today.
628
By the end of 2025, the global commitment is to achieve 100% implementation of these
adaptation plans. To this end, the common corporate methodology supports the Business Unit
plans already in place and the evaluation and quantification of physical risks are consolidated
at corporate level in accordance with EDP's risk taxonomy, aligned with TCFD
361
344 Recommendations.
280 266
230 The level of exposure of EDP's infrastructures to physical climate risks is assessed considering
176
160
the relevant climate variables, the short, medium and long -term IPPC scenarios and level of
157
regionalisation. In addition to supporting the sensitivity analyses of the group's business units
in the implementation of climate change adaptation plans, the physical risk analysis serves to
8 support the decision for new investments.
2005 2015 2016 2017 2018 2019 2020 2021 2022 2030
Further information can be found at www.edp.com.
The decarbonisation strategy also has an impact on improving energy efficiency along the
value chain, contributing to the reduction of upstream primary energy consumption and, on
the other hand, to greater efficiency in the end use of energy (third pillar), avoiding GHG
emissions. In the car fleet, the percentage of electric light vehicles rose from 13% to 15% in
2022. It should be noted that EDP has assumed a commitment to electrify more than 40% of
the light vehicle fleet in 2025 and 100% in 2030.
3.6.3.3. Supplier Management demand because of the hopes for decarbonisation and access to electricity placed in it, and
because its supply chain is based on cutting-edge technology, consuming energy and natural
resources in a global market that is too concentrated, with numerous supplier layers, and
KPIs Target
Alignment with the SDGs Objectives lacking the required transparency. In particular, the photovoltaic and semiconductor sector is
2021* 2025
one of the most exposed to these demands.
2022 was marked by Russia's invasion of Ukraine, with economic and humanitarian
Volume of Purchases to Suppliers with Gender
15% 75% consequences including rising energy and food costs, and an ever-present climate crisis
Equality Objectives
whose effective mitigation will require global transition to a low-carbon economy. Inflation
accelerated in many countries as a result of pandemic-related disruptions combined with
Volume of Purchases to Suppliers with consumer demand and higher commodity prices. As a result, economic recovery plans
50% 75%
Sustainability Reports focused on re-industrialisation are emerging simultaneously in the US and the EU,
accompanied by increasingly demanding legislative packages for the environment and
*2022 data in clearance
human rights.
This whole context is increasingly defined by the interaction of complex disruptions with
SPEND disparate origins and long-term consequences for which organisations in general are not fully
prepared, forcing an adaptation of the way risk is managed in this new environment.
€10 MM In this sense, the concept of resilience, particularly in supply chains, gains relevance, as it is
seen as the ability of organisations to cope with adversity, adapt and continuously accelerate
as disruptions and crises arise over time.
SUPPLIERS
For an organisation like EDP, present in multiple markets and business areas, supply chains
4,199 hide interdependencies, potentially leading to crises, where hidden interruptions may arise,
unexpectedly impacting the company's business plan.
However, the changes introduced during the COVID-19 pandemic, and more recently with the
war in Ukraine, have also represented a new impetus for accelerated growth: the shift to
3.6.3.3.1. Scope 3 of everything digitalisation, new hybrid working models, rethinking supply chains and accelerating climate
change investments. 2022 is therefore representative of the capacity to reinvent and
Recent years have seen a profound evolution in the regulatory framework and societal innovate in the face of disruption.
expectations regarding supply chains, with companies now assuming responsibility beyond
their direct suppliers and subcontractors and into human and labour rights, integrity,
cybersecurity and circularity. Companies should manage their scope 3 emissions with
respect to everything, not just CO2. The renewable sector is particularly exposed to this
Integrated Annual Report 2022 Performance Sustainability 149
Direct Challenges faced by EDP Procurement Forced labour: The complicity or alienation of companies in relation to forced and/or
unprotected, poorly paid, segregated, repressive labour has become a frequent reason for
In 2022, procurement faced market shortages and sharply rising fossil fuel costs and scrutiny in dialogue between companies and suppliers.
confronted the difficulties of timely supply of photovoltaic panels, electrical and IT equipment,
ensuring with its partners the proper accreditation of entry into each country and managing Material scarcity and innovation: Uncertainty about timing, quantities, prices and continuity
customs blockages in the US. of access to suppliers is being accompanied by a high level of innovation and diversification
in the electricity sector.
At the same time, procurement met the growing number of EDP investment projects, portfolio
realignment and geographical expansion, which required structural organisational measures.
Likewise, regulatory changes have required measures to update processes and procedures. Due Diligence to Suppliers
EDP worked with 4,199 suppliers and bought over 10 billion euros, registering occasional, EDP started implementing ESG Due Diligence in 2017, in accordance with the United
unforeseeable, and contained negative occurrences arising from established contractual Nations Ruggie methodology. As of 2020, with the approval of amendments to the Hu-
relationships. The level of occupational accidents in the subcontracting of construction, man Rights Policy and the ESG Protocol for Suppliers, the Due Diligence process was
installation and maintenance of equipment persists as one of the top priorities. extended to all business units.
Reporting Directive: the EU has approved new transparency and reporting rules for large
companies. The measure will boost comparability between companies and favour 3.6.3.3.2. Identification and mitigation of Procurement Risks
procurement processes through the standardisation of indicators.
Through criticality analysis, the EDP group identifies and segments the potential risks
Due Diligence: in anticipation of the European Due Diligence Directive, companies are associated with each type of specification. The analysis is carried out using the Sustainability
already embracing the substance of the law internally, cooperating to define sector standards Matrix (EDP Sustainability Protocol), which combines the relevant risks of the activity,
and audits. identified by consulting stakeholders and attributable to the sector, with the characteristics of
the specifications. Based on this criterion, the following was analysed: financial, business
DNSH and minimum safeguards: the concepts of Do No Significant Harm and minimum relevance and continuity; dependence and autonomy; access to data; facilities; customers;
safeguards have become the letter of the law with the European taxonomy. The funder must local communities; cybersecurity; emissions potential; waste; environmental accidents;
assess the negative effects of the projects it is financing on human rights, climate, biodiversity, accidents at work; integrity and compliance; human and labour rights. Once the risks of each
water and material consumption. Direct and indirect Effects. type of purchase have been identified, non-negotiable clauses are included in the
specifications that establish the minimum qualifications that suppliers must meet, as well as
Scope 3: the SBTi initiative has become the benchmark for assessing decarbonisation the rules for monitoring execution of the contract. Suppliers that submit proposals only enter
trajectory and Scope 3 emissions must be calculated by all companies the negotiation phase after due diligence of integrity, legal and ethical, financial, technical,
social and environmental compliance is carried out.
War and monopolies: The invasion of Ukraine and the US-China geopolitical tension have
shown the energy imbalance between the powers. The West has decided to accelerate Through the application of Go/No-go rules in the selection of suppliers and contractual
renewable energy and reindustrialisation. clauses that include monitoring, audits and performance assessment, EDP ensures that it
works with low-risk suppliers with skills appropriate to each activity´s inherent risks.
Integrated Annual Report 2022 Performance Sustainability 150
Through qualification and rules for direct suppliers (scope 1) and subcontractors (scope 2),
EDP also leverages the mitigation of indirect risks (scope 3), mainly attributable to upstream
activities in the supply chain. However, in the equipment and technology chain the
identification of specific indirect suppliers is unfeasible until an international standard for
traceability and origin of materials can be established (see Action Plan).
There are four ESG risk segments in the supply chain that correspond to the purchasing • Sustainable Purchasing Policy
categories of the value chain. • Supplier's Code of Conduct
• Sustainability in Purchasing Protocol:
o Due Diligence
o Risk analysis
o Assessments, audits, and annual appraisal
o Contractual clauses
• Human and Employment Rights Policy
• Climate and Environment Policy
• Prevention and Safety Policy
• Code of Ethics for contractors
• Integrity Policy
• Ethics and Speak Up Channels
• Sustainable Purchasing Committee
• Objectives and KPI policy
Sectoral tools
• SEIA - Traceability Protocol
• SPE - Solar Stewardship Initiative
• Bettercoal - Code
• ISO 20400
In 2022 there was a very significant increase in the volume of purchases, which rose from EUR
PURCHASES RISKS AND SEGMENTATION 2022 2021 2020 5.7 billion to EUR 10.1 billion. The increase in fuel prices explains 50% of the growth and the
decarbonisation investments arising from the Business Plan justify the rest
Electrical/Industrial technology
13% 22% 24%
ESG upstream footprint
Technical Services and Construction 3.6.3.3.3. Supply Chain ESG Goals
Waste, Safety, Subcontracting, local impact, 41% 40% 53%
ESG upstream footprint
Corporate Services and IT
In 2020, EDP expanded the sustainable procurement targets to define the obligation of
16% 18% 14%
Data Privacy, Cybersecurity, Integrity strategic alignment of suppliers with EDP's objectives. In fact, pursuing goals of carbon
Fuels neutrality, circularity, biodiversity gains, respect and promotion of human rights, EDP needs its
CO2 emissions and pollutants, waste, safety, working 30% 20% 9%
conditions, upstream ESG footprint supply chain to commit to the same practices and contribute to transparency, traceability,
verification of impacts and the reduction of the negative ESG footprint. In this way,
Integrated Annual Report 2022 Performance Sustainability 152
maintaining the previous objectives of minimum ESG requirements, due diligence and 3.6.3.3.4. Action plan 2023
performance monitoring, EDP introduced alignment metrics in the objectives.
Align • Hold the international EDPartners event to promote suppliers'
suppliers with EDP's commitments to the renewable and sustainable energy strategy.
Segment Profile ESG Level Target • Share knowledge through the EDPartners community
goals
ESG Due Diligence - screening Annual – 100%
All suppliers under
All suppliers procurement Volume of purchases from suppliers with
2030 – 75% Guarantee • Collaborate and support the implementation of certification in Human and
objectives aligned with EDP goals Labour Rights
Human and Labour
Suppliers exposed to ESG Due Diligence - Verification Rights • Extend human rights training to meet new legal requirements
Critical suppliers activity risks of Evidence, Certifications and Audits
Annual – 100%
• Collaborate with suppliers in the creation of risk maps
Critical Suppliers: Critical suppliers include all key suppliers for the success of the business Promote • Support the publication of sustainability reports, the provision of SpeakUp
Transparency and channels through contractual measures and sharing of experience
plan, as well as suppliers that perform activities that may expose them to ESG risks:
Reporting
occupational accidents, waste, informal subcontracting, access to personal data and
customers, cybersecurity, integrity, size of the ESG footprint upstream in the value chain, in
particular CO2 emissions and human rights. Decarbonise • Adapt the procurement categories to European taxonomy
the supply chain • Interconnect databases with information on companies' CO2 emissions,
strategies and certificates.
Suppliers: suppliers for purchases over 25 thousand euros, including all critics. • Establish comparability criteria for carbon intensity at the product or
service level.
• Support the suppliers' decarbonisation journey
Ensure • Adapt Due Diligence procedures to the specific requirements of the new
integrity and compliance legislation and to the rules that will be adopted by the business sectors.
with the law • Develop and build the capacity of assessments and independent auditors
Develop • Fund and collaborate in Europe's Solar Stewardship Initiative (SSI) project,
strategic ESG which aims to set the ESG standard for policy, due diligence and
partnerships traceability in the photovoltaic sector
• Continue to fund and collaborate on the Bettercoal project, which ensures
ESG qualification of coal mines
• Collaborate with non-governmental organisations and participate in the
working groups of corporate associations that promote sustainability in
supply chains
Integrated Annual Report 2022 Performance Sustainability 153
“Our partnership with EDPR goes beyond a I know we still have a long way to go, and I
pure commercial relationship: for the last 15 feel proud to have been myself part of this
years, we have worked together to exciting journey along with EDPR. We are
contribute to the deployment of wind grateful for their trust in our people and in our
energy across the globe. We have solutions.”
successfully executed very complex
projects across different geographies and
that is only possible when two leaders work
passionately towards the same goal.
Identification of risks
3.6.3.4. Respect and advocate for human rights
The analysis of the risks related to the respect for human and labour rights is carried out by
assessing the country risk, the local risk and the specific risk of each activity according to the
KPIs Targets nature of the project, informed by the sector's risk map. Depending on whether we are
Alignment with the SDGs Objectives
2022 2025 considering new investments, the creation or modification of infrastructures, contracting
Protect Human Rights in the supply chain, suppliers and other counterparties, or operations with customers and employee management,
according to the Ruggie methodology through
100% 100% specific risk control and mitigation measures are implemented.
Due Diligence, audits and performance
assessment
The EDP group's activity is exposed to four main risks for negative impact on human rights.
Carry out human rights impact assessments on
the development of infrastructure projects, 100% 100%
Stakeholders Risk
following the Ruggie methodology
Indirect suppliers to the electricity sector Failure to follow ILO Conventions
Service providers (contractors) Accidents at work
Management approach Local communities of coal-fired plants to be closed Unemployment
Vulnerable local and indigenous communities Negative impact on the land
EDP pursues a policy of full respect for human and labour rights and, at the same time actively
promotes universal human values. The commitments are set out in the Human and Labour Failure to follow ILO conventions
Rights Policy that was updated in 2021, in conjunction with the Code of Ethics, the
Stakeholder Relations Policy and the Supplier Code of Conduct. In addition, the EDP group Fundamental labour rights are enshrined in eight International Labour Organisation
also has Diversity and Voluntary Investment in Community policies. conventions: freedom of association and the effective recognition of the right to collective
bargaining; the elimination of all forms of forced or compulsory labour; the effective abolition
The Human Rights Policy covers the entire EDP group, has been approved by the Board of of child labour; and the elimination of discrimination in respect of employment and
Directors and has a dedicated Committee. The Policy is prescriptive in nature, identifies the occupation.
references, standards and international conventions to which it is subject, establishes the
strategic principles, specifies the principles for action, assigns responsibilities, determines EDP faces indirect risks of failure to respect fundamental labour rights relating to the
obligations and management bodies. The Policy details operational commitments, its extraction and production of the materials necessary for the value chain of manufacturers of
workings, complaint and communication channels, reporting and training obligations and electrical technologies. These risks occur several levels upstream of the direct suppliers and
extends obligations to suppliers. In particular, the Policy sets out Due Diligence procedures, focus on internationally identified regions.
implementing the Ruggie and OECD methodology, and anticipating the EU Due Diligence
directive. Accidents at work
The report on Human and Labour Rights is carried out in an integrated manner through a The risks of accidents at work are manifested in operations and construction work, and in the
specific annual report. In this report, the subject of human rights is separated into several installation and maintenance of equipment, carried out mainly in outdoor spaces. When
sections and should be read in conjunction with the Ethics and Integrity, Suppliers, People and contracting suppliers, the EDP group always ensures full prior verification of compliance with
Prevention and Safety reports. The annual Human and Labour Rights report aggregates all the the fundamental conventions of the International Labour Organisation, as well as requiring
themes, publishes the country and risk maps, as well as the specific risks of each stakeholder proof of satisfaction of remuneration conditions, and monitors compliance with the Supplier
group. Code of Conduct throughout the contract, as detailed in the chapter on Supplier Management
in this report.
Integrated Annual Report 2022 Performance Sustainability 155
In the field of new investments and infrastructures, the main risks are related to guaranteeing TARGET
OBJECTIVE 2020 2021 2022
the rights of local communities, namely property rights, which are typically rights of use that 2025
Protect Human Rights in the supply chain, through due diligence, audits
are not embodied in full ownership, such as the situation of indigenous territories, fishing or 100% 100% 100% 100%
and performance assessment
hunting areas, protected landscapes and land use rights. In these cases, the construction right Assessing human rights impacts in the development of infrastructure
100% 100% 100% 100%
authorised by the public authorities can be substantially challenged by the communities. projects, according to the Ruggie/OECD methodology
Negative impact on communities In addition to the management system that guarantees and implements objectives, EDP has
action programmes directed at the most salient risks.
Likewise, the installation or modification of an infrastructure may have effects on local social
dynamics or ecosystems. For these reasons, the EDP group normally conducts social and Risk Action Programme
environmental impact studies and opens communication channels in order to ensure proper Extension of Due Diligence to Indirect Suppliers
management of projects, including full consultation with stakeholders, as established in its Failure to follow ILO Solar Stewardship Initiative - due diligence standard for the
policies. Conventions solar sector
Bettercoal - due diligence standard for the mining sector
Negative Occurrences Accidents at work Global PlayitSafe Programme
Unemployment Just Transition Local Reinvestment Plans
The procedures established ensured that, throughout 2022, as in previous years, the EDP Negative impact on the land Local Community Development Programme
group was not subject to accusations or suspicions of violations of fundamental human and
labour rights. However, occasional occurrences were registered and dealt with, being neither Supply Chain Traceability and Due Diligence Programme
structural nor recurrent and often related to individual behaviours or situations leading to
complaints that were solved within the ethical process and, when justified, gave rise to EDP systematically scrutinises any evidence of human rights violations that may be related to
corrective measures, penalties or reinforcement of established procedures. any counterparty, and especially to the electricity sector and decarbonisation, through a due
diligence process on legal compliance, integrity, human and labour rights to counterparties
Among the dozens of EDP projects, there are investments with a significant community with deals above €25,000. This process covers 99% of the purchasing volume and results in
impact, such as the São Manoel hydroelectric plant in Amazonia, the transmission network in the exclusion of those who do not guarantee compliance with national and international
Brazil and the wind project in Colombia. standards. Additionally, for the suppliers of the electricity sector’s value chain, and according
to specific risk maps, there is scrutiny on climatic and environmental issues, on skills and
sustainability management practices, financial risks and business continuity, cybersecurity,
prevention and safety management, and quality, among others. Once the contractual
relationship has been established, where the ESG requirements are converted into
contractual clauses, EDP monitors, audits and evaluates the performance of its critical
suppliers.
However, the Due Diligence process has been directed at contracted or yet-to-be contracted
suppliers. Currently, regarding the relevant sectors for the value chain of the electricity sector,
EDP aims to extend Due Diligence for indirect suppliers. Conducting audits of the suppliers of
Integrated Annual Report 2022 Performance Sustainability 156
suppliers is an emerging issue on the international agenda - it requires time, a change in Judy Waligory The income that families, towns, school
mentality, and collaborative work from companies. EDP is currently working on this issue, districts, and municipalities get from the
discussing with its suppliers exposed to risks, modifying contractual clauses, requesting Landowner wind farm really benefits everybody. It’s not
equivalent commitments and the principle of independent auditing. just the landowners—it’s the entire
When the Maple Ridge Wind Farm came to community. Many of the EDPR employees
In this area, the photovoltaic panels sector is a priority, insofar as it is a strategic technology in New York state, landowners like Judy have lived here for a long time, so this is their
EDP's business plan and is exposed to geopolitical conflict, is affected by accusations of Waligory worked with EDPR NA to host neighbourhood. They want to see the whole
forced labour, customs controls, price rises and logistical disruptions, generating significant turbines on their land and bring new community be a success. We’re able to
medium/long term uncertainty. opportunities to their rural community. provide more services for children in this
school and better services for taxpayers. It
Believing that extending the practice of due diligence to indirect suppliers depends on “My husband’s family farmed this land, and feels good to contribute to green energy to
companies from each industry sector working together, EDP is a co-founder of the Solar we now have eight wind turbines on our help not only our own community and our
Stewardship Initiative, a Solar Power Europe programme, which has established a code of property. EDPR’s wind turbines have helped country, but also the entire world. It’s just a
conduct and auditing principles specific to the solar sector. Auditing of companies, especially us stabilize our family’s income. We use the small part of the picture, but it’s our part.”
those exposed to charges of colluding with forced labour, is the action plan for 2023. income from the turbines for living expenses
and planning for the future. I have two
PlayitSafe children and five grandchildren, so this will
help make their lives a little bit better.
The persistence of serious occupational accidents of people working for companies
subcontracted for electricity infrastructure construction and maintenance services is also at
the top of EDP's priorities. The programme is detailed in the chapter on Prevention and Safety.
The implementing of new technologies on the Energy Transition requires the approach of new
territories, often sparking issues of distrust and fear with the building of new facilities for
renewable energy generation. In the United States a most recent lawsuit was filed in
December ’22 against Wildcat Creek and EDPR NA and reported at RepRisk, although the
operation is functional, and no community complaints were registered at the regular
auscultations or grievance line activation. Differently from the opposition groups active in
Rolling Uplands Wind Farm, still at Project phase, where all assessments required were
published and no risks identified. Still, the community is worried about viewshed impacts and
EDP works its way through ongoing dialogue with project stakeholders, local authorities and
attendance at public meetings. The same mistrust of the newcomers led Village of
Misenheimer officials (where the Misenheimer Solar Park is being built) to delay issuing a
permit on clearing trees, while waiting to become familiar with the project, and ensure EDP
was abiding by environmental agency requirements. Throughout, the dialogue with the
Judy Waligory,
Village is ongoing, with public events hosted in the community. Landowner
Integrated Annual Report 2022 Performance Sustainability 157
Other countries are going through the same fear of the new, such as Colombia where the already been awarded. Art and handicrafts are being promoted through generation teaching:
operation is at the building phase and the indigenous region of the Wayúus has faced group The pieces produced are being marketed in partnership between the artisans and the
protests: EDP is committed to develop long-term programmes for the territorial and socio- Indigenous Associations. An Integrity Management Support Program was implemented
economic enhancement of these communities, in full compliance with the obligations arising throughout 4 million hectares identifying the pressure vectors, such as prospecting activities
from the socio-environmental licensing and acting with full respect for the legislation and and agricultural expansion that act with actions direct impact, mainly on deforestation. The
indigenous rights protection standards. development of the Community and Nature Integration Project, inserted within the
Environmental Education Program at UHE São Manoel, was constituted from the realization
The implementing of the programs, projects and assumed commitments will be due with the of the Participatory Evaluative Diagnosis that prioritized the involvement of the local
assumed proactiveness, dialogue and commitments to the people and local authorities. population.
Collaboration with local associations and institutions has been reinforced, to understand local
people needs and decide according to their priorities. The communication channels are Facing the identified risk of dam breaking, new training was promoted through the workforce
operational and a total of $ 9,276,000 COP on food and essential commodities was donated and inhabitants, as well as alarm systems and personal equipment reinforced.
to the “Shoshinchon community”, affected by weather issues.
This same risk was identified at UHE Cachoeira (Amapá) Human Rights and Labour
In Brazil the São Manoel Hydroelectric Power Station has been exposing EDP to impacts Assessments, and again an alert system was created through sirens. Cachoeira Caldeirão
arising from interference in the territories historically used by the Kayabi, Munduruku and has developed social projects in partnership with Instituto EDP all year long. In general,
Apiaká ethnic groups, made up of around 1,400 people living in 19 villages on the banks of the projects were carried out to meet the social needs of people in situations of vulnerability,
Teles Pires River. As mitigation measures and environmental compensation for the benefit of especially those most affected by the pandemic.
these peoples, the Indigenous Components of the Basic Environmental Plan of UHE São
Manoel (PBAIs), were prepared respecting the specificities/particularities of each indigenous Work accidents with employees or third parties were identified at Gielly Nayara Euzebio
people, being constituted in a long participatory process of dialogue that was monitored and Arreco / Valeria Lopes Pereira / Kassio De Souza Kuster (EDP Espirito Santo) and Rafael do
approved by FUNAI at all stages of development. Each PBAI is contemplated with the Prado grids: there were no complaints through grievance or auscultation, but group protests
execution of 17 programs that aim to improve the quality of life of these peoples. For the arouse when facing difficulties as problems with invoices, Charge for irregularity, Reading
implementation and monitoring of the programs, Management Councils were created with mistakes, Deadlines, Consumption Variation, etc. EDP is providing specific education as a
representatives from the Company, FUNAI and each of the indigenous communities involved. new path to fight these vulnerabilities, and reinforcing social projects around health,
entrepreneurship, sports and culture throughout the year, bonding the communities with the
The execution is prioritized around the execution of actions linked to subsistence activities, operation.
such as: Program for Strengthening Indigenous Organizations, Program for Identification and
Management of New Sources of Non-timber Forest Products, Environmental Project for Negative events
Management and Conservation of Tracajá, Program for Monitoring Chelonians and their
Reproductive Habitats, between others. The established procedures ensured that, throughout 2021, as in previous years, the EDP
group was not subject to accusations or suspicions of violations of fundamental human and
The construction of one school, two flour houses, a health support housing facility and Basic labour rights. However, occasional occurrences, which were neither structural nor recurrent,
Indigenous Health Units in the Papagaio and Bom Futuro villages of the Munduruku people as were recorded and dealt with, often related to individual behaviours, and translated into
well as in Aldeia Três Maria I and III Povo Apiaká resumed. individual complaints that were endorsed and solved within the framework of the ethical
process and, when justified, gave rise to corrective measures, penalties or reinforcement of
2022 continued implementing the granting of higher and technical scholarships, within the procedures.
scope of the Program for Strengthening Indigenous Organizations. 38 scholarships have
Integrated Annual Report 2022 Performance Sustainability 158
Just transition In Sines (Portugal) the power plant began its closing process in January 2021, and a social
programme “Futuro Ativo Sines” was put together, designed as a Fair Transition tool for the
The closure of power plants will always be both a sign of Energy Transition on the path to southern Portuguese region.
NetZero emissions, as it will always leave the trail of unemployment, economy depression and
social challenging times to local communities. That’s why Just Transition must be the moto for The numbers evolved in 2022 showing the success of its implementation: EDP website public
this commuting: ensure decarbonization while mitigating all the outcomes of the coal info on the Programme also disclosed at Sines Municipality site on EDP social Programme.
shutdown.
A support office was put together with the Municipality and the National Institute for Skilling
EDP is a world leader on energy transition, assuming its responsibilities towards the and Employment (IEFP): 111 registrations were held there, from 128 ex-workers that were
communities where it acts. Communities are engaged from a close and human perspective, registered at the IEFP.
promoting local development as a tool for the implementation of Human Rights. Our
commitment is to fight Climate change, striving for NetZero leaving no one behind. 67% are now working; 4% still under support from the Institute; 9% retired or are under health
leave, and 20% undertook reskilling programs.
EDP worked closely with the European Union institutions in to fasten the policy making, the
funds and the acts protecting the energy transition. 19 social entities received material from the dismantled plant; and 11 local ONG received from
the Fund created to support the region, EDP Solidária Sines, a total of 141,000€. A reskilling
Several steps were taken at stakeholder engagement level by the EDP group towards the program was created and an entrepreneurship scholarship created: EDP website on the
policy makers of the European Union: entrepreneurship skilling also public at Sines Public Technological school site, on the
entrepreneurship skilling.
• July 2022: Joint letter with ENEL and Iberdrola, pushing for a rapid adoption of H2
Delegated Act. EDP on LinkedIn: Delegated Act - Joint Letter The case study of Sines inspired and fed the World Economic Forum toolkit for the Coal to
• letter to the EC with EDP Positioning on RePowerEU: supporting RePowerEu strategy and Renewables engagement. Presented at the Davos meeting in 2022, the Programme won the
calling for a rapid adoption of H2 Delegated Act Community Involvement Program of the Year at Environmental Finance's Sustainable
• response to Commissioner of Energy Kadri Simson’s response to EDP letter Company Awards 2022.
• June 2022: EBD member meeting with Commissioner for Innovation and Research
Mariya Gabriel Throughout 2022, EDP Spain engaged in its path to a Just Transition:
• October 2022: Letter with environment groups and civil society calling the EC to publish
h2 delegated act • at Aboño, the H2 “fase 150MW” proceeds with the Basic Project and has started the
• November 2022: Business Letter Urging the Commission to Issue a Strong RFNBO environmental processes ESIA and MS AAI. The Natural Gas exchange is building its
Delegated Act promoted by Google and other partners Basic Project, and already started the environmental procedures ESIA and MNS AAI.
There’s a Syncronous Compensator being studied for implementation after Aboño 1 is
In this letter, EDP claimed an hourly correlation of consumption with renewable definitely closed. Side-by-side with the technical transition, the social process was
electricity generation for electrolytic hydrogen to justifiably be named renewable, engaged to focus on communities: The municipalities of Carreño, Gozón, Corvera de
geographic correlation in terms that hydrogen and renewable electricity production Asturias, Llanera y Villaviciosa had an entrepreneur program called ENTAMA, previous
should occur within the same geography and the introduction of the principle of to EDP Spain but now focused on the JT regions; the recovery of rural paths and
additionality. ecosystem services was established by the Mi Entorno program (Mi Entorno program)
• at Soto de Ribera, the H2 “fase 5 MW” has its Basic Project being completed and has
• meeting with the cabinet of VP for the EC, Frans Timmermans, on the H2 delegated act. started the environmental procedures ESIA and MS AAI. The synchronous compensator
Integrated Annual Report 2022 Performance Sustainability 159
is being studied and will only apply after the closing of Soto 3. Storage: several distinct
long term technology approaches are being studied. Socially, over 18,000€ were
invested in upskilling (EDP + Joven) through technological scholarships to 75 young men
also on the municipalities of Ribera de Arriba, Morcín, Riosa, Quirós, Teverga, Mieres, Aller
y Lena, along with other programs recovering the Nalón River or the planting of trees
• in Los Barrios and Puente Nuevo, those programs (EDP + cerca; ENTAMA; mi entorno)
were also applied, in order to reinforce the social network and the communities affected
by the energy transition. Scholarships for electrical skills were very much appreciated by
young people in those areas.
The active promotion of human and labour rights is an integral part of EDP's strategy. The
approach and programmes to promote human and labour rights are dealt with in depth in the
People chapter and the Social Investment chapter.
Through the Social Investment Policy, according to the B4SI methodology, in alignment with
the global priorities of the United Nations expressed in the Sustainable Development Goals,
EDP gives priority to social inclusion programmes, in particular directed at vulnerable
communities, for the development of skills, and for energy inclusion, either through measures
to combat energy poverty or through energy access programmes for populations not
connected to electricity grids.
Integrated Annual Report 2022 Performance Sustainability 160
3.6.3.5. Voluntary investment in the community Pillars: Energy, Planet, Skills, Culture and Community, which are framed within the
thematic focuses of EDP's social investment strategy. For more information on the social
3.6.3.5.1. EDP group’s social investment – strategic vision investment projects that are part of each EDP Y.E.S pillar and the respective social investment
focused, please see the EDP group Social Investment Report.
The EDP group actively contributes to the sustainable development of the communities in
which it operates worldwide, through its own social investment and collaborative initiatives, THE FRAMEWORK OF THE EDP YES PILLARS IN THE SOCIAL INVESTMENT THEMATIC
donations and volunteering. As social impact is a strategic pillar of the EDP group, these FOCUSES
initiatives aim to meet social needs in line with the group's core themes, namely investment in
fair energy transition projects which should represent around 45% of investment by 2025.
The Fair Energy Transition projects include support for energy access, energy inclusion and
communities impacted by the closure of thermal power plants, projects aimed at protecting
natural heritage and biodiversity and also projects promoting energy efficiency and
renewable energies, contributing to decarbonisation and combating climate change.
On the other hand, the group's social investment strategy is also based on Culture, with the
mission of promoting access to culture, stimulating art and protecting cultural heritage.
Cultural projects are projected to represent around 30% of investment by 2025. In parallel
and recognising the need to continue to support projects that respond to other social needs in
the communities where EDP is present, part of the annual budget is earmarked for investment
in various areas, such as training, health, social inclusion and response to emergency
situations, among others.
These Pillars are aligned with the Social Investment Policy at edp.com/yes
3.6.3.5.2. Voluntary contributions – application of the B4SI methodology
GLOBAL INVESTMENT TARGET
THEMATIC FOCUSES OF SOCIAL INVESTMENT %
2022 (M€) 2025 (%)
EDP uses the international methodology B4SI - Business for Societal Impact to characterise
Fair Energy Transition 6.2 24 45 and assess its voluntary investment in the community, which accounts for most of the
Culture 11.1 42 30 investment made in this area (98%). This model promotes alignment between the purpose of
companies and social needs, facilitating the structuring of priorities and reflecting on their
Other projects 8.9 34 25
results and benefits for the communities.
TOTAL 26.2 100 100
Management costs 5.4 In 2022, from a B4SI perspective, voluntary investment in the EDP group's communities was
TOTAL WITH MANAGEMENT COSTS 31.6 31.2 million, supporting the projects of 634 entities, resulting in 3.2 million direct
beneficiaries. Of this amount, 94% was classified as strategic, 3% as not strategic and 3%
In 2022, the EDP Y.E.S - You Empower Society brand was created, whose main objective is as commercial initiatives. Monetary contributions were the main form of contribution
to communicate to the various stakeholders of the EDP group the social investment projects (90%), followed by in-kind contributions (9%) and time contributions (1%). Time
developed in the countries where EDP is present. The projects are classified into five main
Integrated Annual Report 2022 Performance Sustainability 161
contributions, equivalent to € 261 thousand, correspond to EDP volunteer work initiatives 3.6.3.5.3. Mandatory contributions
carried out during working hours.
In addition to voluntary contributions, EDP also invests in the communities in which it operates
Investment in Education was primarily directed at skills development projects, access to through mandatory contributions. These types of contributions correspond to support for
education for disadvantaged people, support for entrepreneurship and job creation. The projects arising from offsets, commercial/legal levies or compensatory measures. In 2022,
investment in Health was directed at supporting health institutions and health professionals the compulsory investment in the communities of the EDP group was € 397 million (1.3% of
(equipment, support for health research, among others) and the investment in Emergency total investment in the community) supporting 4 entities.
Response was made in projects that required a rapid and coordinated response (for example,
support for the Ukrainian population, alleviating the consequences of the military conflict with Although with less weight than voluntary contributions and not recognised by the B4SI
Russia). Investment in Economic Development gave priority to energy access projects for methodology as social investment, these contributions promote the sustainable development
communities without access to the electricity grid, with the A2E Fund standing out. Projects of the communities where EDP operates and, at the same time, are an important instrument to
for social inclusion and the fight against energy poverty contributed to the investment in Social obtain the social license to operate in territories where new EDP infrastructure is to be built or
Welfare. Voluntary investment in the environment was carried out through projects to new markets are to be entered.
promote biodiversity, decarbonisation and climate change awareness-raising. In turn, the
investment in Art and Culture gave priority to projects providing access to art and culture, and 3.6.3.5.4. Contribution to the SDGs
those preserving and promoting cultural heritage.
In addition to contributions through its operations/business, the EDP group also contributes to
the Sustainable Development Goals (SDGs) through its social investment programmes,
prioritising goals 5, 7, 8, 9, 11, 12, 13, 15 and 17, in accordance with the Social Investment Policy.
VOLUNTARY
NATURE OF THE CONTRIBUTION (B4SI) % EDP reports its contribution to the SDGs not only at the level of the SDG objectives and targets,
CONTRIBUTIONS (k€)
but also at the level of the indicators set by the United Nations.
Education 2,478 12
Health 107 1 In 2022, of all the voluntary contributions recognised by the B4SI methodology, EDP
Economic development 1,033 5 supported projects that contributed to the SDGs with an investment of € 15 million (48% of
total voluntary contributions) supporting projects of 512 entities, resulting in 1.7 million direct
Environment 2,414 12
beneficiaries. In turn, through mandatory contributions, EDP supported projects that
Art and culture 5,625 28
contributed to SDGswith an investment of € 346 million (87% of total mandatory
Social welfare 6,104 31 contributions).
Emergency response 787 4
Other 1,310 7
For more information on the voluntary and mandatory social investment projects developed
and supported by the EDP group, as well as the methodology used by EDP for their compliance
TOTAL 19,857 100
with the SDGs, see the EDP group Social Investment Report.
Management costs 11,376 -
OBLIGATORY Volunteering Programme, 283 EDP Friend volunteers (company retirees, friends, family and
CONTRIBUTION OF SOCIAL VOLUNTARY CON-
% CONTRIBU- % partners) were also involved, contributing 618 volunteer hours. In total, in 2022, the EDP
INVESTMENT TO THE SDGS TRIBUTIONS (k€)
TIONS (k€)
group Volunteering Work Programme involved 3,909 volunteers, making a total of 13,868
SDG 5: Gender equality 130 0.4 - -
volunteer hours.
SDG7: Renewable and affordable energy 1,429 4.6 - -
SDG 8: Decent work and economic growth 2,181 6.9 - - In 2022, the main focus of the Volunteering Programme was to provide an effective response
SDG 9: Industry, innovation and infrastruc- to the main challenges identified in the volunteering strategy defined for 2022-2025, in
616 1.9 - -
ture particular communication, awareness raising and the involvement of leaderships on the
SDG 11: Sustainable cities and communities 6,933 22.2 346 87 subject of volunteering, as well as working on new ways to recognise and involve more
SDG 12: Sustainable production and con- volunteers in its mission.
195 0.6 - -
sumption
SDG 13: Climate Action 369 1.2 - -
Additionally, in 2022, the Programme sought to stimulate more volunteering actions for skills
SDG 15: Protecting terrestrial life 308 1.0 - - related to energy, given the relevance of this type of volunteering that places the individual
SDG 17: Partnerships for the implementation talents and skills of employees at the service of the community, having the potential to
246 0.8 - -
of the objectives
produce greater and longer-lasting social impact. There has been a clear commitment to this
SDG 4 : Quality education
1
852 2.7 - -
type of volunteering, and in 2023 it is intended to strengthen this component further,
SDG 10 : Reducing inequality
1
1,753 5.6 - - particularly with projects that contribute to fair energy transition. In 2022, worthy of mention
TOTAL SDG 15,013 48 346 87 was the 2,556 hours in skills-based volunteering projects (19% of total volunteer hours)
TOTAL SOCIAL INVESTMENT 31,233 100 397 100 carried out by EDP employees, of which 2,439 hours took place during working hours.
1
nonpriority SDGs for EDP
Over the last few years, the EDP group has also sought to provide an integrated and
expeditious response to emergency situations that ravage the world we live in and affect
3.6.3.5.5. Volunteer work strategy people and communities, acting in partnership with organisations on the ground. In light of the
armed conflict in Ukraine, which began in 2022, the EDP group sought to provide a rapid
response, but always in alignment with local partners, which allowed real needs to be
EDP Volunteer Work is a fundamental pillar of the company's relationship with communities identified, promoting various initiatives on a global level that include the involvement of
and, at the same time, contributes to the development of employees, expanding the purpose volunteers, who play a fundamental role in this response.
and meaning of their activity. The Volunteering Programme’s areas of intervention are aligned
with the EDP group's Social Investment Policy and focus on social inclusion, empowerment,
energy inclusion, biodiversity and climate action. Over the years, the Volunteer Programme
has attracted a growing number of participants, in particular because it allows the allocation VOLUNTEERING UN 2022 2021 2020 2019
of hours to the various initiatives to be reconciled with working hours, reinforcing the important Unique EDP volunteers # 3,626 3,681 2,482 2,833
role of volunteering for the EDP group. The aim is to achieve a 30% share of the EDP group's
Employees involved in voluntary actions % 27 30 19 24
Headcount (HC) by 2023.
EDP volunteer work hours –
h 10,551 11,307 14,457 23,258
working hours
In all the different actions and projects promoted throughout 2022, 3,626 volunteer Hours of skills based volunteering –
h 2,556 3,316 9,133 8,907
employees participated (27% of the company's HC), contributing 10,551 hours during working hours
working hours and 2,699 hours outside working hours. Given the inclusive nature of the
Integrated Annual Report 2022 Performance Sustainability 163
In 2022, the EDP Y.E.S - You Empower Society - brand was created in order to make the As part of this new brand, the EDP Y.E.S. website where it is possible to find information on
general public aware of the various social investment projects supported by EDP in the projects supported by EDP around the world, articles related to Y.E.S pillars and also a dedi-
countries where it operates, ensuring an integrated narrative for the EDP group's social cated form where entities can submit requests for EDP support for social investment
investment. According to the nature of the projects, they are classified into five main pillars: projects.
YES to ENERGY - projects in the field of access to energy and energy saving,
contributing to improving the living conditions of people and communities in
situations of energy exclusion or with difficulties in maintaining thermal comfort
in their homes. Support for projects that promote knowledge about energy
saving, security with electricity grids and innovation in the field of renewable
energies
YES to CULTURE – projects promoting access to art and culture, through their
own productions or institutional partnerships - support for cultural projects,
exhibitions, music, dance, publications, museums. Also noteworthy are the
projects that contribute to the preservation of the material and immaterial
cultural heritage of the communities, valuing their cultural identity;
YES to SKILLS – projects to develop professional skills and train young people
and adults in order to promote their employability or contribute to strengthening
the management skills of third sector organisations. It also includes support for
entrepreneurship initiatives that create jobs in EDP's area of influence;
Our
drive
Integrated Annual Report 2022 Our Indicators 166
Our
Indicators
Operational and ESG indicators 167
GRI indicators 193
Integrated Annual Report 2022 Indicators Operational and ESG Indicators 167
RENEWABLE ENERGIES
TOTAL INSTALLED CAPACITY MW 26,187 24,495 23,524 26,525
Renewable installed capacity % 79 80 79 74
Renewable installed capacity MW 20,739 19,617 18,626 19,597
Wind MW 12,136 11,845 11,155 10,667
Portugal MW 1,156 1,138 1,224 1,160
Spain MW 2,158 2,194 2,137 1,974
South America MW 910 591 436 467
North America MW 6,175 6,079 6,005 7,066
Rest of the Europe MW 1,737 1,843 1,353 0
APAC MW 0 0 0 0
Hydro MW 6,872 7,070 7,069 8,728
Portugal MW 5,019 5,019 5,019 6,702
Spain MW 451 451 451 426
South America MW 1,401 1,599 1,599 1,599
North America MW 0 0 0 0
Rest of the Europe MW 0 0 0 0
APAC MW 0 0 0 0
Mini-hydro MW 57 57 57 57
Portugal MW 57 57 57 57
Spain MW 0 0 0 0
South America MW 0 0 0 0
North America MW 0 0 0 0
Rest of the Europe MW 0 0 0 0
APAC MW 0 0 0 0
Solar MW 1,674 645 345 145
Portugal MW 116 5 5 5
Spain MW 20 0 0 0
South America MW 260 204 0 0
North America MW 475 358 290 90
Rest of the Europe MW 92 50 50 50
APAC MW 711 28 0 0
Integrated Annual Report 2022 Indicators Operational and ESG Indicators 168
CO2 avoided emissions in the final customer 3 ktCO2 11,901 8,950 8,531 7,619
CUSTOMERS
Number of electricity customers 000 8,495 8,654 8,615 9,828
Regulated market 000 4,558 4,609 4,565 4,786
Portugal 000 973 930 965 1,055
Spain 000 0 0 0 228
South America 000 3,586 3,679 3,600 3,489
Liberalised market 000 3,936 4,045 4,050 5,042
Portugal 000 3,916 4,022 4,033 4,112
Market Share EDP - Liberalised Market % n.d. 74 76 n.d.
Spain 000 20 22 22 930
South America 000 1 1 0 0
Gas 000 631 686 691 1,599
Regulated market 000 77 32 34 89
Portugal 000 77 32 34 38
Spain 000 0 0 0 52
Liberalised market 000 554 654 657 1,510
Portugal 000 551 650 652 659
Spain 000 4 4 6 849
Overall customers satisfaction % 80.3 77.2 79.2 77.4
Portugal % 85.8 81.4 79.3 78.3
Spain % n.a. n.a. n.a. 78.9
South America % 73.7 63.8 79.6 76.3
Customers by type of use
Electricity customers
Domestic % 88 86 88 87
Industrial % 1 1 1 1
Commercial % 9 8 8 8
Agriculture % 1 3 3 3
Other % 2 1 1 1
Gas customers
Domestic % 94 95 97 97
Industrial % 0 1 0 0
Commercial % 1 2 1 1
Agriculture % 0 0 0 0
Other % 4 3 1 1
Customers with social tariff # 1,011,628 935,772 763,831 818,922
Electricity # 992,662 913,609 749,413 803,025
Portugal # 528,985 553,304 555,361 587,997
Spain # n.a. n.a. n.a. 51,132
South America # 463,677 360,305 194,052 163,896
Gas # 18,966 22,163 14,418 15,897
Portugal # 18,966 22,163 14,418 15,897
Integrated Annual Report 2022 Indicators Operational and ESG Indicators 173
SERVICE RECONNECTION
Electricity supply reconnection after payment of debt by customer
Portugal4 # 168,496 62,935 186,139 292,142
< 4h (urgent) # 34,215 16,281 47,806 63,236
< 8h (other clients) # 617 476 630 819
< 12h (clients NVL) # 133,664 46,178 137,703 228,087
Spain5 # 3,308 16,674 3,533 9,209
≤ 24 hours # 3,127 16,561 3,509 4,974
> 24 hours # 181 113 24 4,235
South America # 273,975 175,463 180,257 453,237
< 24h # 244,707 114,129 157,022 404,344
< 1 week # 28,270 37,585 21,507 43,731
> 1 week # 998 23,749 1,728 5,162
TRANSMISSION
Grid extension 2,535 1,414 1,441 1,441
Grid extension in operation GWh 2,185 162 316 113
Grid extension under construction GWh 350 1,252 1,125 1,328
1
Customers whose survival depends on equipment or customers that provide essential health or safety services to the community (in accordance with Article 103 of the Regulation on Service Quality in the Electricity and Natural Gas sector).
2
Customers with limitations in the field of vision (total blindness or hypovision), in the field of hearing (total deafness or hearing loss) and in the field of oral communication (in accordance with Article 100 of the Regulation on Service Quality in the Electric and Natural Gas sector).
3
TIEPI in the MT network, excludes extraordinary events.
4
The values consider service reconnections within the deadlines defined by the regulator, representing 99% of the total reestablishments.
5
The time intervals considered are related to the time that elapses from the interruption of the service due to non-payment by the customer, until the restoration of the same. The values consider service reconnections within the deadlines defined by the regulator.
CLAIMS
Total claims 1 # 427 344 464 588
Claims before the Ethics Commission 2 # 321 146 147 150
Client # 22 10 8 7
Citizen # 15 20 22 16
Employee # 153 33 27 25
Supplier # 26 9 8 2
Anonymous # 105 74 82 100
Claims by category
Fairness of solutions # n.a. n.a. 19 7
Neglect or disrespect # n.a. n.a. 103 111
Transparency # n.a. n.a. 0 10
Use of information or assets # n.a. n.a. 8 10
Environment and responsibility towards society # n.a. n.a. 0 1
Integrated Annual Report 2022 Indicators Operational and ESG Indicators 176
DIGITAL TRANSFORMATION
Smart meters1
Portugal # 4,593,940 3,983,104 3,208,209 2,578,167
Spain # 1,373,145 1,372,720 1,368,843 666,478
South America # 462,261 332,980 25,745 16,000
Clients with RE:DY # 56,974 27,350 13,143 13,097
Number of meetings per videoconference
Number of meetings # 278 287 409 409
Use of the videoconference service h/year 7,313 7,506 17,812 123,919
Robotisation1
Number of robotised activities # 1,610 1,686 1,132 845
Robotised hours/year h/year 647,913 1,310,813 927,568 658,323
Minimum viable products # 350 286 192 92
INNOVATION AND RESEARCH
Investment in RDI 000€ 186,004 102,794 110,936 162,040
Investment in RDI/Turnover % 0.90 0.69 0.89 1.13
Number of employees in RDI # 591 321 212 158
1
Amounts presented in accumulated.
Investment in non-mandatory training per employee €/p 1,887,386 2,068,303 1,924,421 n.d.
Gender
Male €/p 1,289,407 1,383,758 1,340,749 n.d.
Female €/p 597,978 684,545 583,672 n.d.
Age group
< 30 €/p 275,834 231,019 n.d. n.d.
[30-50[ €/p 1,293,843 1,519,167 n.d. n.d.
≥ 50 €/p 317,709 318,117 n.d. n.d.
Professional category
Technicians €/p 244,982 356,821 292,106 n.d.
Specialists €/p 886,667 977,110 964,897 n.d.
Supervisors €/p 453,859 359,099 295,390 n.d.
Senior Management €/p 301,877 375,273 372,027 n.d.
Geography
Portugal €/p 413,999 593,859 709,309 n.d.
Spain €/p 881,228 862,803 570,044 n.d.
South America €/p 149,300 184,642 279,986 n.d.
North America €/p 371,333 351,541 336,283 n.d.
Rest of the Europe €/p 61,371 75,458 28,800 n.d.
APAC €/p 10,154 n.d. n.a. n.a.
1
STEM Positions (Science, Technology, Engineering e Mathematics).
2
As part of the Organisational Climate, the Empowerment dimension was assessed in 2022 to replace the Enablement dimension previously assessed, as part of the evolution of the employee consultation model at EDP.
EMPLOYEES
Accidents at work1 # 28 21 17 29
Fatalities # 0 0 0 0
Frequency rate2 Fr 1.13 0.92 0.77 1.50
Severity rate3 Sr 65 69 60 90
CONTRACTORS
Accidents at work1 # 105 132 115 82
Fatalities # 5 7 3 2
Frequency rate2 Fr 2.18 2.09 2.12 1.84
Severity rate3 Sr 144 109 100 88
1
Accidents occurred at the place and working time or on a journey, with one or more days of absence and fatal accidents.
2
Number of accidents at work in service with absence/fatalities, per million hours worked.
3
Number of calendar days lost due to work accident per million hours worked, in the reference period.
Integrated Annual Report 2022 Indicators Operational and ESG Indicators 186
Fuel
Coal TJ 62,435 71,109 55,515 101,514
Natural gas TJ 61,961 45,334 67,447 70,823
Diesel TJ 217 69 127 173
Fuel oil TJ 20 21 220 337
Waste gas TJ 7,965 11,158 7,046 11,836
Chemicals consumption
Sodium hydroxide t 464 462 608 892
Hydrochloric acid t 875 710 1,236 1,008
Sodium hypochlorite t 1,957 2,094 3,087 4,175
Ammonia t 8,848 2,368 6,063 10,557
Calcareous t 24,934 24,327 27,254 54,267
Acquired oils t 185 155 140 229
Environmental fines 000€ 2 15 0 0
Indemnities to third parties 000€ 97 26 11 4
CLIMATE CHANGE
Hydroelectric Productivity Index
Portugal # 0.63 0.93 0.97 0.81
Spain # 0.67 0.91 1.03 0.90
Emissions
Specific CO2 emissions3
Global g/kWh 152 164 146 216
Thermal g/kWh 575 673 567 649
CO2 equivalent emissions
Scope 1 ktCO2eq 9,405 9,819 9,304 14,363
Stationary combustion ktCO2eq 9,381 9,794 9,273 14,338
SF6 Emissions ktCO2eq 9 11 17 9
Company fleet ktCO2eq 15 14 13 15
Natural gas consumption ktCO2eq 0 0 0 0
Scope 2 (location-based4)6 ktCO2eq 469 791 594 846
Electricity consumption in office buildings ktCO2eq 1 2 1 1
Electricity losses in distribution ktCO2eq 443 766 568 824
Renewable plants self-consumption ktCO2eq 25 23 25 21
Scope 2 (market-based5)6 ktCO2eq 443 773 574 829
Electricity consumption in office buildings ktCO2eq 0 0 0 0
Electricity losses in distribution ktCO2eq 443 766 568 824
Renewable plants self-consumption ktCO2eq 0 7 6 5
Scope 3 7 ktCO2eq 9,279 10,304 9,595 11,730
Purchased goods and services (C01) ktCO2eq 713 721 1,116 28
Capital goods (C02) ktCO2eq 2,935 2,610 1,878 349
Fuel and energy related activities (C03) ktCO2eq 4,159 5,185 4,131 6,784
Upstream transportation and distribution (C04) ktCO2eq 6 66 39 611
Integrated Annual Report 2022 Indicators Operational and ESG Indicators 190
SUPPLIERS
Number of Suppliers by purchase region # 4,199 13,385 13,185 16,686
Portugal # 1,052 3,649 3,923 4,200
Spain # 549 1,421 2,552 1,966
South America # 1,053 3,749 4,720 4,353
North America # 357 654 594 763
Rest of the Europe # 1,381 3,916 1,559 5,404
APAC # 0 1 0 0
Purchase volume by purchase region M€ 10,074 5,724 4,738 5,391
Portugal M€ 3,003 1,395 965 1,078
Spain M€ 1,500 722 615 1,047
South America M€ 596 887 617 753
North America M€ 3,010 1,268 1,376 1,182
Rest of the Europe M€ 1,965 1,429 1,165 1,331
APAC M€ 0 23 0 0
Local Suppliers volume of purchases
Portugal % 27 58 76 92
Spain % 40 51 58 88
South America % 99 99 99 99
North America % 99 100 100 100
Rest of the Europe % 82 100 45 92
APAC % 0 0 0 0
Integrated Annual Report 2022 Indicators Operational and ESG Indicators 191
Critical Suppliers1
ISO 14001 or equivalent % In clearance 25 69 82
OHSAS 18001 or equivalent % In clearance 36 55 65
Assessed by ESG criteria % In clearance 100 100 n.d.
Service providers with audited ESG risks % In clearance 45 53 n.d.
Human and labour rights due diligence % 100 100 100 n.d.
ORIGIN OF FUEL
Coal Origin
Colombia % 58 100 100 76
USA % 2 0 0 13
South Africa % 0 0 0 0
Russia % 10 0 0 8
Australia % 3 0 0 0
Kazakhstan % 27 0 0 0
Ukraine % 0 0 0 3
Gas Origin
USA % 57 81 n.d. n.d.
Russia % 0 12 n.d. n.d.
Equatorial Guinea % 6 5 n.d. n.d.
Nigeria % 0 2 n.d. n.d.
Trinidad and Tobago % 37 0 n.d. n.d.
PURCHASE CATEGORY
Materials and Equipment % 13 22 24 n.d.
Corporate Services and IT % 16 18 14 n.d.
Construction and technical services % 41 40 53 n.d.
Fuels % 31 20 9 n.d.
1
Critical Suppliers exposed to environmental or health and safety risks.
RESPECT AND ADVOCATE FOR HUMAN RIGHTS UN 2022 2021 2020 2019
NUMBER OF MEMBERS
EBD # 5 5 7 9
GSB # 16 16 21 21
NUMBER OF INDEPENDENT MEMBERS
GSB # 9 9 11 11
NUMBER OF WOMEN
EBD # 2 2 2 2
GSB # 6 6 5 5
Integrated Annual Report 2022 Indicators GRI indicators 193
Social indicators
EMPLOYMENT
Employees # 13,211 5,716 2,119 3,328 1,041 476 531
Executive Board of Directors # 5 5 0 0 0 0 0
Senior Management # 386 182 88 30 52 7 27
Supervisors # 1,323 520 291 189 192 62 69
Specialists # 6,469 2,733 1,180 1,475 477 391 213
Technicians # 5,028 2,276 560 1,634 320 16 222
Male employees % 72.1 72.3 70.6 75.5 66.0 64.9 73.8
Female employees % 27.5 27.7 29.4 24.5 28.9 35.1 26.2
Not declared employees % 0.4 0.0 0.0 0.0 5.1 0.0 0.0
Females in management position % 28 32 27 21 23 23 34
Senior management hired from the local community % 88 99 81 90 75 86 67
Employees by types of contract # 13,211 5,716 2,119 3,328 1,041 476 531
Executive bodies # 53 32 0 21 0 0 0
Male # 37 21 0 16 0 0 0
Female # 16 11 0 5 0 0 0
Not declared # 0 0 0 0 0 0 0
Permanent workforce # 13,024 5,628 2,116 3,307 972 470 531
Male # 9,416 4,084 1,495 2,495 643 307 392
Female # 3,555 1,544 621 812 276 163 139
Not declared # 53 0 0 0 53 0 0
Fixed-term contracts # 134 56 3 0 69 6 0
Male # 74 26 2 0 44 2 0
Female # 60 30 1 0 25 4 0
Not declared # 0 0 0 0 0 0 0
Employees by occupational contract # 13,211 5,716 2,119 3,328 1,041 476 531
Full-Time # 13,205 5,711 2,119 3,328 1,041 475 531
Male # 9,526 4,131 1,497 2,511 687 308 392
Female # 3,626 1,580 622 817 301 167 139
Not declared # 53 0 0 0 53 0 0
Part-time # 6 5 0 0 0 1 0
Male # 1 0 0 0 0 1 0
Female # 5 5 0 0 0 0 0
Not declared # 0 0 0 0 0 0 0
Employees with special needs # 191 72 18 70 31 0 0
Male # 110 44 11 36 19 0 0
Female # 81 28 7 34 12 0 0
Not declared # 0 0 0 0 0 0 0
Integrated Annual Report 2022 Indicators GRI indicators 202
TRAINNING
Total hours of training hours 309,935 140,908 86,147 49,191 22,451 9,831 1,407
Sustainability
Environment hours 1,648 886 483 94 19 165 1
Social and Economic hours 225 194 5 1 0 24 1
Ethics hours 5,714 1,037 582 3,620 349 32 93
Quality hours 1,721 904 195 17 149 455 0
Languages hours 20,212 3,356 14,050 1,285 299 1,221 0
Information systems hours 28,900 6,927 16,888 2,002 1,428 1,467 186
Other hours 251,515 127,604 53,942 42,172 20,206 6,466 1,126
Average total training h/p 24 25 41 15 23 21 3
Executive Board of Directors h/p 5 5 n.a. n.a n.a. n.a n.a
Male h/p 5 5 n.a. n.a. n.a. n.a. n.a.
Female h/p 5 5 n.a. n.a. n.a. n.a. n.a.
Senior Management h/p 60 50 118 20 39 136 7
Male h/p 61 51 112 21 42 136 6
Female h/p 58 47 140 15 33 n.a. 9
Supervisors h/p 36 41 63 23 8 19 4
Male h/p 36 39 73 21 8 12 4
Female h/p 34 44 38 29 10 36 5
Specialists h/p 18 18 33 10 14 19 3
Male h/p 19 19 35 10 16 20 3
Female h/p 16 17 29 8 11 19 3
Technicians h/p 24 26 34 18 43 8 1
Male h/p 26 29 35 20 50 4 1
Female h/p 14 11 29 11 14 9 2
Employees with training % 100 91 100 100 100 87 100
Integrated Annual Report 2022 Indicators GRI indicators 204
LABOUR RELATIONS
Collective employment agreements % 79 99 61 98 0 36 0
Trade union membership % 27 31 20 40 0 1 0
Union Structures # 29 15 5 9 0 0 0
Hours lost due to strikes hours 964 964 0 0 0 0 0
Staff engaged in further study # 83 83 0 0 0 0 0
Professional internships # 476 280 0 137 47 0 12
Academic internships # 199 9 190 0 0 0 0
HEALTH AND SAFETY (H&S)
Certification (installed capacity) MW 24,754 8,244 5,325 3,115 6,370 1,700 0
Certification (installed capacity) % 96 98 100 95 96 95 0
Employees
Covered by certification # 10,604 6,049 2,092 1,767 380 316 0
Covered by certification % 81 100 100 49 37 99 0
Work-related injuries4
Recordable work-related injuries5 # 51 12 11 13 7 1 7
High-consequence work-related injuries6 # 0 0 0 0 0 0 0
Fatal work-related injuries # 0 0 0 0 0 0 0
Work-related ill health
Recordable ill health # 2 2 0 0 0 0 0
Fatalities as a result of ill health # 0 0 0 0 0 0 0
Accidents with lost workdays7
Male # 25 9 2 6 0 1 7
Female # 3 1 0 2 0 0 0
Total lost days due to accidents8 # 1,594 971 188 155 210 1 69
Hours worked hours 24,673,057 9,966,930 3,667,344 7,262,008 1,744,415 576,374 1,455,986
Rates
Frequency rate9 Fr 1.13 1.00 0.55 1.10 0.00 1.73 4.81
Male Fr 1.34 1.24 0.76 1.11 0.00 2.66 5.57
Female Fr 0.50 0.37 0.00 1.07 0.00 0.00 0.00
Severity rate10 Sr 65 97 51 21 120 2 47
Male Sr 84 132 71 27 120 3 55
Female Sr 4 5 0 5 0 0 0
Overall severity rate11 oSr 69 109 51 21 120 2 47
Male oSr 90 146 71 27 120 3 55
Female oSr 6 9 0 5 0 0 0
Work-related injuries4
Recordable frequency rate RFr 2.07 1.20 3.00 1.79 4.01 1.73 4.81
High consequence frequency rate (excluding fatalities) HFr 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Fatal frequency rate FFr 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Integrated Annual Report 2022 Indicators GRI indicators 205
Contractors
Covered by certification # 20,689 7,699 2,839 6,215 549 517 0
Covered by certification % 81 100 100 49 37 99 0
Work-related injuries4
Recordable work-related injuries # 161 55 33 64 9 0 0
High-consequence work-related injuries (excluding fatalities) # 10 5 3 2 0 0 0
Fatal work-related injuries # 5 3 0 2 0 0 0
Work-related ill health
Recordable ill health # 0 0 0 0 0 0 0
Fatalities as a result of ill health # 0 0 0 0 0 0 0
Accidents with lost workdays7 # 105 50 23 32 0 0 0
Hours worked hours 50,470,660 15,213,865 5,609,617 25,063,733 2,933,039 1,030,850 619,556
Rates
Frequency rate9 Fr 2.18 3.48 4.10 1.36 0.00 0.00 0.00
Severity rate10 Sr 144 208 361 79 0 91 0
Overall severity rate11 oSr 749 1,412 361 566 0 91 0
Work-related injuries5
Recordable Frequency Rate RFr 3.19 3.62 5.88 2.55 3.07 0.00 0.00
High consequence Frequency Rate HFr 0.20 0.33 0.53 0.08 0.00 0.00 0.00
Fatal Frequency Rate FFr 0.10 0.20 0.00 0.06 0.00 0.00 0.00
EDP employees and contractors
Rates
Frequency rate9 Fr 1.84 2.50 2.69 1.30 0.00 0.62 3.37
Severity rate10 Sr 118 164 239 66 45 59 33
Overall severity rate11 oSr 526 896 239 443 45 59 33
Near accidents # 471 135 85 107 125 19 0
People outside the activity
Electrical accidents involving third parties12 # 41 12 0 29 0 0 0
Fatal electrical accidents involving third parties13 # 14 2 0 12 0 0 0
Representatives elected in H&S Commissions
EDP employees represented14 % 75 87 56 77 44 66 16
Employee’s representative # 9,782 5,183 1,162 2,772 455 210 6
H&S TRAINNING
Employees
Awareness actions # 5,398 405 724 3,328 784 145 12
Employees # 36,152 8,423 6,335 13,101 7,549 673 71
Training hours hours 176,500 28,112 21,239 115,553 8,888 2,457 251
Integrated Annual Report 2022 Indicators GRI indicators 206
Contractors
Awareness actions # 9,388 5,880 109 3,194 0 198 7
Employees # 35,432 24,817 1,171 8,674 0 610 160
Training hours hours 173,241 50,903 153 120,377 0 180 1,628
1
Data including employees of Viesgo companies acquired in December by the EDP Group.
2
Net values of the employees transfer from fixed-term contracts to permanent workforce.
3
These values do not include information about male employees that took parental leave at South America.
4
Accidents at the workplace in worktime and accidents on the way to or from work, with an absence of one more calendar days and fatal accidents.
5
Includes accidents: fatal, absence from work (TTI - Temporary Total Incapacity), with TPI (Temporary Partial Incapacity) or PPI (Permanent Partial Incapacity); Without absence, with use of non-prescription medication at prescription strength; without absence, with use of wound
closing treatment, such as suture, staples; without absence, administering immunization vaccines; without absence, with use of devices with rigid stays/others designed to immobilization; without absence, with physical therapy treament; without absence, with loss of consciousness.
6
An accident at work in which a serious injury has resulted and from which the worker does not recover, or may not fully recover, or from which it is not expected to recover in less than 6 months. Excludes fatal accidents.
7
Accidents occurred at the place and working time or on a journey, with 1 or more days of absence and fatal accidents.
8
Sum of the number of absence calendar days resulting of work accidents occurred in the reference period, plus the number of days lost by accidents in the previous period, which lasted until the reference period without interruption. The lost time is measured from
the day following the accident to the day right before the return to work.
9
Number of accidents at work in service with absence/fatalities, per million hours worked.
10
Number of calendar days lost due to work accident per million hours worked, in the reference period.
11
Number of calendar days lost due to work accidents per million hours worked, in the reference period, including days for permanent disability and a portion of 6,000 days for each fatal accident.
12
Accidents involving persons outside EDP's activity, including fatal accidents.
13 Accidents involving persons outside EDP's activity. It should be noted that in 2021, there were 14 fatal accidents, two of which had two victims.
14
Numbers of EDP employees represented by the total number of EDP employees.
Integrated Annual Report 2022 Indicators GRI indicators 207
EMPLOYMENT
Employees # 12,236 5,716 2,021 3,226 909 352 12
Executive Board of Directors # 5 5 0 0 0 0 0
Senior Management # 962 519 208 89 117 29 0
Supervisors # 865 332 285 127 85 36 0
Specialists # 5,276 2,414 961 1,144 463 282 12
Technicians # 5,128 2,446 567 1,866 244 5 0
Male employees % 73.3 73.4 72.4 75.7 71.1 61.7 75.0
Female employees % 26.7 26.6 27.6 24.3 28.9 38.4 25.0
Not declared employees % n.d. n.d. n.d. n.d. n.d. n.d. n.d.
Females in management position % 26 29 27 20 24 22 0
Senior management hired from the local community % 92 100 76 89 64 67 0
Employees by types of contract # 12,236 5,716 2,021 3,226 909 352 12
Executive bodies # 58 33 0 25 0 0 0
Male # 42 22 0 20 0 0 0
Female # 16 11 0 5 0 0 0
Not declared # 0 0 0 0 0 0 0
Permanent workforce # 12,126 5,650 2,010 3,201 909 344 12
Male # 8,898 4,153 1,454 2,423 646 213 9
Female # 3,228 1,497 556 778 263 131 3
Not declared # 0 0 0 0 0 0 0
Fixed-term contracts # 52 33 11 0 0 8 0
Male # 34 20 10 0 0 4 0
Female # 18 13 1 0 0 4 0
Not declared # 0 0 0 0 0 0 0
Employees by occupational contract # 12,236 5,716 2,021 3,226 909 352 12
Full-Time # 12,189 5,710 1,990 3,226 909 342 12
Male # 8,967 4,193 1,460 2,443 646 216 9
Female # 3,222 1,517 530 783 263 126 3
Not declared # 0 0 0 0 0 0 0
Part-time # 47 6 31 0 0 10 0
Male # 7 2 4 0 0 1 0
Female # 40 4 27 0 0 9 0
Not declared # 0 0 0 0 0 0 0
Employees with special needs # 179 71 17 67 21 3 0
Male # 98 40 10 34 12 2 0
Female # 81 31 7 33 9 1 0
Not declared # 0 0 0 0 0 0 0
Integrated Annual Report 2022 Indicators GRI indicators 208
Retention rate of employees who took parental leave % 94 100 100 82 100 100 0
Male3 % 100 100 100 n.d. 100 100 0
Female % 94 100 100 82 100 100 0
Not declared % 0 0 0 0 0 0 0
Annualized average base salary 0 0 0 0 0 0 0
Male € 3,133 3,154 4,513 1,139 7,025 4,202 5,191
Female € 3,316 3,527 3,963 1,232 6,905 3,359 3,893
Not declared € 0 0 0 0 0 0 0
Pay ratio by gender (F/M) x 1.06 1.12 0.88 1.08 0.98 0.80 0.75
Ratio of the annual total compensation for the organization’s highest-paid individual to the average
x 11.13 6.12 5.55 20.05 5.09 3.66 2.23
annual total compensation for all employees (excluding the highest-paid individual)
TRAINNING
Total hours of training hours 337,051 148,582 67,050 91,993 20,508 8,819 99
Sustainability 0 0 0 0 0 0 0
Environment hours 3,513 1,160 1,457 448 75 372 1
Social and Economic hours 414 363 31 0 0 20 0
Ethics hours 6,892 2,749 1,402 1,699 871 162 8
Quality hours 3,049 1,021 683 645 504 193 3
Languages hours 15,937 3,220 10,358 1,486 0 874 0
Information systems hours 37,687 22,078 10,296 3,273 941 1,078 20
Other hours 269,560 117,990 42,824 84,442 18,117 6,120 67
Average total training h/p 28 26 33 29 23 25 8
Executive Board of Directors h/p 0 0 n.a. n.a n.a. n.a n.a
Male h/p 0 0 n.a. n.a. n.a. n.a. n.a.
Female h/p 0 0 n.a. n.a. n.a. n.a. n.a.
Senior Management h/p 23 20 39 14 9 34 0
Male h/p 24 22 41 14 10 36 0
Female h/p 18 14 34 15 5 28 0
Supervisors h/p 55 89 38 41 18 25 0
Male h/p 53 84 37 41 20 23 0
Female h/p 7 104 40 42 10 30 0
Specialists h/p 23 25 33 15 11 24 8
Male h/p 25 26 35 18 13 29 10
Female h/p 20 24 30 12 7 17 4
Technicians h/p 28 19 28 37 53 16 0
Male h/p 30 20 29 40 63 0 0
Female h/p 17 17 24 13 20 16 0
Employees with training % 100 97 100 100 100 85 100
Integrated Annual Report 2022 Indicators GRI indicators 210
LABOUR RELATIONS
Collective employment agreements % 83 99 56 98 1 46 0
Trade union membership % 30 34 21 42 0 0 0
Union Structures # 29 15 5 8 0 1 0
Hours lost due to strikes hours 734 734 0 0 0 0 0
Staff engaged in further study # 70 70 0 0 0 0 0
Professional internships # 382 253 0 129 0 0 0
Academic internships # 171 59 112 0 0 0 0
HEALTH AND SAFETY (H&S)
Certification (installed capacity) MW 26,041 9,603 4,716 2,755 7,564 1,403 0
Certification (installed capacity) % 100 100 100 100 100 100 0
Employees 0 0 0 0 0 0 0
Covered by certification # 10,441 5,921 1,644 1,738 874 257 7
Covered by certification % 82 100 80 29 100 98 100
Work-related injuries4 0 0 0 0 0 0 0
Recordable work-related injuries5 # 32 18 4 2 6 2 0
High-consequence work-related injuries6 # 2 2 0 0 0 0 0
Fatal work-related injuries # 0 0 0 0 0 0 0
Work-related ill health 0 0 0 0 0 0 0
Recordable ill health # 1 1 0 0 0 0 0
Fatalities as a result of ill health # 0 0 0 0 0 0 0
Accidents with lost workdays7 0 0 0 0 0 0 0
Male # 20 12 3 0 3 2 0
Female # 1 1 0 0 0 0 0
Total lost days due to accidents8 # 1,567 1,095 110 0 356 6 0
Hours worked hours 22,832,738 9,995,959 3,545,053 7,073,065 1,732,120 477,317 9,224
Rates 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Frequency rate9 Fr 0.92 1.30 0.85 0.00 1.73 4.19 0.00
Male Fr 1.16 1.64 1.13 0.00 1.73 6.40 0.00
Female Fr 0.18 0.37 0.00 0.00 0.00 0.00 0.00
Severity rate10 Sr 69 110 31 0 206 13 0
Male Sr 90 148 42 0 206 19 0
Female Sr 3 5 0 0 0 0 0
Overall severity rate11 oSr 73 121 31 0 206 13 0
Male oSr 96 163 42 0 206 19 0
Female oSr 3 5 0 0 0 0 0
Work-related injuries4 0 0 0 0 0 0 0
Recordable frequency rate RFr 1.40 1.80 1.13 0.28 3.46 4.19 0.00
High consequence frequency rate (excluding fatalities) HFr 0.09 0.20 0.00 0.00 0.00 0.00 0.00
Fatal frequency rate FFr 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Integrated Annual Report 2022 Indicators GRI indicators 211
Contractors 0 0 0 0 0 0 0
Covered by certification # 27,529 7,504 2,002 5,966 2,065 887 50
Covered by certification % 82 100 80 29 100 100 100
Work-related injuries4 0 0 0 0 0 0 0
Recordable work-related injuries # 187 49 32 86 14 6 0
High consequence work-related injuries (excluding fatalities) # 9 6 0 2 0 1 0
Fatal work-related injuries # 7 1 1 5 0 0 0
Work-related ill health 0 0 0 0 0 0 0
Recordable ill health # 0 0 0 0 0 0 0
Fatalities as a result of ill health # 0 0 0 0 0 0 0
Accidents with lost workdays7 # 132 45 18 57 6 6 0
Hours worked hours 66,388,297 14,830,005 4,945,024 40,648,122 4,128,270 1,787,334 49,542
Rates 0 0 0 0 0 0 0
Frequency rate9 Fr 2.09 3.10 3.84 1.53 1.45 3.36 0.00
Severity rate10 Sr 109 225 221 41 147 316 0
Overall severity rate11 oSr 753 680 1,435 779 143 316 0
Work-related injuries5 0 0 0 0 0 0 0
Recordable Frequency Rate RFr 2.82 3.30 6.47 2.12 3.39 3.36 0.00
High consequence Frequency Rate HFr 0.14 0.40 0.00 0.05 0.00 0.56 0.00
Fatal Frequency Rate FFr 0.11 0.07 0.20 0.12 0.00 0.00 0.00
EDP employees and contractors 0 0 0 0 0 0 0
Rates 0 0 0 0 0 0 0
Frequency rate9 Fr 1.79 2.38 2.59 1.30 1.54 3.53 0.00
Severity rate10 Sr 99 178 142 35 164 252 0
Overall severity rate11 oSr 579 455 849 663 165 252 0
Near accidents # 565 105 88 183 169 19 1
People outside the activity 0 0 0 0 0 0 0
Electrical accidents involving third parties12 # 39 19 0 20 0 0 0
Fatal electrical accidents involving third parties13 # 18 6 0 12 0 0 0
Representatives elected in H&S Commissions 0 0 0 0 0 0 0
EDP employees represented14 % 81 86 41 61 51 75 22
Employee’s representative # 310 70 11 147 71 11 1
H&S TRAINNING
Employees 0 0 0 0 0 0 0
Awareness actions # 1,501 186 484 154 594 81 2
Employees # 33,622 11,493 4,399 5,243 12,136 341 10
Training hours hours 92,357 9,534 15,126 55,201 10,581 1,905 9
Integrated Annual Report 2022 Indicators GRI indicators 212
Contractors 0 0 0 0 0 0 0
Awareness actions # 5,845 4,510 58 1,132 0 144 1
Employees # 24,684 9,283 1,871 12,965 0 558 7
Training hours hours 58,870 2,218 116 56,334 0 146 56
1
Data including employees of Viesgo companies acquired in December by the EDP Group.
2
Net values of the employees transfer from fixed-term contracts to permanent workforce.
3
These values do not include information about male employees that took parental leave at South America.
4
Accidents at the workplace in worktime and accidents on the way to or from work, with an absence of one more calendar days and fatal accidents.
5
Includes accidents: fatal, absence from work (TTI - Temporary Total Incapacity), with TPI (Temporary Partial Incapacity) or PPI (Permanent Partial Incapacity); Without absence, with use of non-prescription medication at prescription strength; without absence, with use of wound
closing treatment, such as suture, staples; without absence, administering immunization vaccines; without absence, with use of devices with rigid stays/others designed to immobilization; without absence, with physical therapy treatment; without absence, with loss of consciousness.
6
An accident at work in which a serious injury has resulted and from which the worker does not recover, or may not fully recover, or from which it is not expected to recover in less than 6 months. Excludes fatal accidents.
7
Accidents occurred at the place and working time or on a journey, with 1 or more days of absence and fatal accidents.
8
Sum of the number of absence calendar days resulting of work accidents occurred in the reference period, plus the number of days lost by accidents in the previous period, which lasted until the reference period without interruption. The lost time is measured from
the day following the accident to the day right before the return to work.
9
Number of accidents at work in service with absence/fatalities, per million hours worked.
10
Number of calendar days lost due to work accident per million hours worked, in the reference period.
11
Number of calendar days lost due to work accidents per million hours worked, in the reference period, including days for permanent disability and a portion of 6,000 days for each fatal accident.
12
Accidents involving persons outside EDP's activity, including fatal accidents.
13 Accidents involving persons outside EDP's activity. It should be noted that in 2021, there were 14 fatal accidents, two of which had two victims.
14
Numbers of EDP employees represented by the total number of EDP employees.
Integrated Annual Report 2022 Indicators GRI indicators 213
Economic indicators
Our global
vision
Integrated Annual Report 2022 Part II Financial Statements and Notes 215
Part II
Financial
Statements
and Notes
Navarra – Solar Farm – Spain
Integrated Annual Report 2022 Part II Index 216
Financial
Statements
and Notes
Financial Statements
31 December 2022
Integrated Annual Report 2022 Financial Statements and Notes 218
Revenues from energy sales and services and other 7 20,650,764 14,982,909
Cost of energy sales and other 7 -14,529,713 -10,075,747
6,121,051 4,907,162
* Includes restatement originated by changing the classification of the Social Tariff Costs as described in note 2a)
2022 2021
Equity holders Non-controlling Equity holders Non-controlling
Thousand Euros of EDP Interests of EDP Interests
Net profit for the period 679,001 490,748 656,717 447,929
Total comprehensive income for the period 266,626 588,692 -33,963 438,625
Equity
Share capital 30 3,965,681 3,965,681
Treasury stock 31 -51,288 -52,660
Share premium 30 1,196,522 1,196,522
Reserves and retained earnings 32 3,093,533 3,556,549
Consolidated net profit attributable to equity holders of EDP 679,001 656,717
Total Equity attributable to equity holders of EDP 8,883,449 9,322,809
Non-controlling Interests 33 4,951,159 4,654,756
Total Equity 13,834,608 13,977,565
Liabilities
Financial debt 34 15,782,604 15,299,588
Employee benefits 35 644,299 940,266
Provisions 36 922,059 976,588
Deferred tax liabilities 24 1,244,593 989,078
Institutional partnerships in North America 37 2,212,162 2,259,741
Trade payables and other liabilities from commercial activities 38 1,412,454 1,806,925
Other liabilities and other payables 39 5,159,496 3,039,975
Non-current tax liabilities 40 179,250 124,362
Total Non-Current Liabilities 27,556,917 25,436,523
* Includes restatement originated by the change in the classification of Green Certificates as described in note 2a)
Comprehensive income:
Net profit for the period 1,104,646 - - - 656,717 - - - - 656,717 447,929
Changes in the fair value reserve
(cash flow hedge) net of taxes -882,974 - - - - -773,082 - - - -773,082 -109,892
Changes in the fair value reserve of
assets measured at fair value
through other comprehensive
income, net of taxes 6,523 - - - - - 5,726 - - 5,726 797
Share of other comprehensive
income of joint ventures and
associates net of taxes 1,480 - - - 4,940 -4,030 - -115 - 795 685
Actuarial gains/(losses)
net of taxes 36,559 - - - 35,428 - - - - 35,428 1,131
Exchange differences arising on
138,428 - - - - - - 40,453 - 40,453 97,975
consolidation
Total comprehensive income for the
period 404,662 - - - 697,085 -777,112 5,726 40,338 - -33,963 438,625
Comprehensive income:
Net profit for the period 1,169,749 - - - 679,001 - - - - 679,001 490,748
Changes in the fair value reserve
(cash flow hedge) net of taxes -831,899 - - - - -739,440 - - - -739,440 -92,459
Changes in the fair value reserve of
assets measured at fair value
through other comprehensive
income, net of taxes -6,050 - - - - - -9,463 - - -9,463 3,413
Share of other comprehensive
income of joint ventures and
associates net of taxes 56,423 - - - 6,666 25,198 7,761 2,178 - 41,803 14,620
Actuarial gains/(losses)
net of taxes 196,716 - - - 191,176 - - - - 191,176 5,540
Exchange differences arising on
consolidation 270,379 - - - - - - 103,549 - 103,549 166,830
Total comprehensive income for the
period 855,318 - - - 876,843 -714,242 -1,702 105,727 - 266,626 588,692
Group Company
Notes
Thousand Euros 2022 2021 2022 2021
Operating activities
Profit before income tax and CESE 1,619,773 1,419,852 790,895 765,586
Adjustments for:
Amortisation and impairment 12 1,979,007 1,731,755 34,959 31,649
Provisions 36 14,539 60,510 1,238 1,899
Joint ventures and associates -208,684 -108,106 - -
Financial (income)/expenses 13 910,220 510,933 -791,703 -984,777
(Gains) / Losses on disposal and scope effects except Asset Rotations -4,377 - - -
Investing activities
Cash receipts relating to:
Sale of assets/subsidiaries with loss of control ii) 1,552,131 763,279 - -
Other financial assets and investments 82,950 110,545 49 5,860
Other financial assets at amortised cost - - 273,701 52,711
Changes in cash resulting from consolidation perimeter variations iii) 223,391 5,847 - -
Property, plant and equipment and intangible assets 46,055 98,322 771 251
Other receipts relating to tangible fixed assets 20,198 12,234 - -
Interest and similar income 101,841 22,996 38,416 35,796
Dividends 81,394 53,468 1,003,733 774,979
Loans to related parties 739,957 628,556 1,339,000 98,603
2,847,917 1,695,247 2,655,670 968,200
Cash payments relating to:
Acquisition of assets/subsidiaries iv) -1,543,329 -98,381 -2,378 -
Other financial assets and investments v) -137,970 -507,926 -424,923 -178,919
Other financial assets at amortised cost - - - -676,890
Changes in cash resulting from consolidation perimeter variations iii) -116,281 -26,865 - -
Property, plant and equipment and intangible assets -3,499,996 -3,351,506 -48,587 -50,318
Loans to related parties -782,206 -488,519 -366,748 -10,969
-6,079,782 -4,473,197 -842,636 -917,096
Net cash flows from investing activities -3,231,865 -2,777,950 1,813,034 51,104
Financing activities
Receipts relating to financial debt (include Collateral Deposits) 4,448,815 3,080,716 2,634,236 2,452,048
(Payments) relating to financial debt (include Collateral Deposits) -1,583,281 -2,649,517 -1,594,679 -2,068,048
Interest and similar costs of financial debt including hedge derivatives -716,454 -481,329 -229,046 -235,199
Receipts/(payments) relating to loans from non-controlling interests 205,145 -53,679 - -
Interest and similar costs relating to loans from non-controlling interests -12,885 -18,244 - -
Receipts/(payments) relating to loans from related parties -5,982 - -156,509 1,156,028
Interest and similar costs of loans from related parties including hedge derivatives -111 - - -
Share capital increases/(decreases) (includes subscribed by non-control. interests) -91,015 1,415,106 - -
Receipts/(payments) relating to derivative financial instruments 21,017 10,317 121,013 20,585
Dividends paid to equity holders of EDP -749,802 -749,763 -749,802 -749,763
Dividends paid to non-controlling interests -203,827 -135,058 - -
Treasury stock sold/(purchased) -982 1,365 -982 -479
Lease (payments) vi) -133,696 -98,772 -12,625 -12,502
Receipts/(payments) from institutional partnerships in North America vii) -77,385 692,164 - -
Net cash flows from financing activities 1,099,557 1,013,306 11,606 562,670
i) Relates, essentially, to payments/receipts related to commodity derivatives and constitution of collaterals to operate in energy markets;
ii) Relates essentially to the receivement related to the sale of the companies Eólica do Sincelo, S.A. and Eólica da Linha, S.A (see note 27), to the
sale of the stake in Energest S.A., to the sale of the stake in the project Indiana Crossroads Solar Park and to the sale of onshore wind portfolios in
Europe (Spain, Poland and Italy) (see note 6);
iii) Relates essentially to changes in perimeter resulting from the acquisition of the company EDP Transmissão Goiás S.A. (formerly Celg
Transmissão), a stake in the Sunseap Group Pte. Ltd. and the sale of the Italian onshore (see note 6);
iv) Relates, mainly, to the impact with the acquisition of the company EDP Transmissão Goiás S.A. (formerly Celg Transmissão), a stake in the
Sunseap Group Pte. Ltd. And the acquisition of a 100% stake in two companies of Xuan Thien Group and a stake in Kronos Solar Projects GmbH
and its subsidiaries (see note 6);
v) Relates essentially to the acquisition of treasury stock of EDP Energias do Brasil and payments made within the scope of transactions in North
America;
vi) Includes capital and interest;
vii) On a consolidated basis, refers to the receipts and payments net of transaction costs (transactions included in note 37);
viii) See details of Cash and cash equivalents in note 29 and the Consolidated and Company Reconciliation of Changes in the responsibilities of
Financing activities in note 52 of the Financial Statements.
Revenues from energy sales and services and other 7 9,084,227 5,201,964
Cost of energy sales and other 7 -8,766,247 -5,139,933
317,980 62,031
Other comprehensive income for the period (net of income tax) -1,030,839 363,479
Equity
Share capital 30 3,965,681 3,965,681
Treasury stock 31 -51,288 -52,660
Share premium 30 1,196,522 1,196,522
Reserves and retained earnings 32 2,323,839 3,279,491
Net profit for the period 848,565 824,070
Total Equity 8,283,319 9,213,104
Liabilities
Financial debt 34 5,754,070 9,081,678
Employee benefits 7,399 8,097
Provisions 5,142 4,000
Trade payables and other liabilities from commercial activities 20 7
Other liabilities and other payables 39 2,183,162 1,823,998
Total Non-Current Liabilities 7,949,793 10,917,780
Balance as at 31 December 2020 8,773,113 3,965,681 1,196,522 739,024 2,860,158 65,753 -54,025
Comprehensive income:
Net profit for the period 824,070 - - - 824,070 - -
Changes in the fair value reserve (cash flow hedge) net
of taxes 362,973 - - - - 362,973 -
Actuarial gains / (losses) net of taxes 506 - - - 506 - -
Total comprehensive income for the period 1,187,549 - - - 824,576 362,973 -
Comprehensive income:
Net profit for the period 848,565 - - - 848,565 - -
Changes in the fair value reserve (cash flow hedge) net
of taxes -1,032,859 - - - - -1,032,859 -
Actuarial gains / (losses) net of taxes 2,020 - - - 2,020 - -
Total comprehensive income for the period -182,274 - - - 850,585 -1,032,859 -
Given its geopolitical positioning, the conflict has particular relevance to the continuity of EDP Group's business in Europe, and for possibly more
attenuated spill-overs for the operations in North America, Latin America and Asia.
The magnitude of geopolitical tensions remains high, with relevant impacts arising from this crisis continuing to be felt, the worsening and/or
prolonging of this conflict may increase an even greater increase in risk and negative impacts for EDP Group’s business.
EDP continues to take a cautious approach, seeking to undertake a balanced integrated position in energy (especially in Iberia, where it has a
Generation and Supply business), and closely monitoring the evolution of the markets.
In terms of gas supply, EDP does not have any supply contract in place with Russia and is relatively more protected than other European peers
from potential disruptions in the supply chains.
The energy transition is also seen as a measure to increase the resilience and energetic independence of the markets, increasing the renewable
share in the energy portfolio, reducing dependence on gas supply, with EDP being a player with a leadership role in this area.
Regulatory impact
In a context of economic uncertainty and energy crisis, the way in which international and governmental institutions in each country
accommodate the impacts and try to limit economic consequences for economic agents was object of analysis and discussion. Several
measures with significant impact have already been adopted, while others remain under analysis. In particular, to contain energy prices increase,
regulatory mechanisms were created in Portugal and Spain by introducing a cap on the value considered for gas, as an electricity production
factor (approved on 8 June, with effective date from 15 June 2022 to 31 May 2023). This mechanism implies the payment of compensation
amounts to the electricity generators by consumers who will have benefited from the effects of the mechanism.
Additionally, several packages of measures leading to energy savings were approved in several European countries, namely Portugal and Spain.
Other regulatory mechanisms with an impact on EDP's business were also applied, namely clawback to inframarginal generation in specific
countries (eg Spain, Romania). In Portugal, in addition to the partial reduction of the VAT rate applicable to electricity, the constitution of a strategic
water reserve was also approved, which aims to ensure that the storage levels of 15 hydro power plants reach more comfortable values.
Other mechanisms are being discussed at European level, namely the definition of a maximum cap on revenues from inframarginal power plants,
a solidarity contribution tax on the oil & gas and coal sector, intervention in retail prices and liquidity guarantee mechanisms (collateral).
Noteworthy is the recent approval of a European Regulation, which contains several of the measures mentioned above and which gives States
members some discretion in their adoption or in the adoption of measures with a similar effect.
Integrated Annual Report 2022 Financial Statements and Notes 230
EDP has been closely monitoring the developments on this topic, positioning itself in the best possible way in the face of the challenges brought
about by the aforementioned changes.
Financial impact
In addition to energy markets, financial market continues to experience times of huge instability and volatility, with a significant negative impact.
EDP has been closely monitoring the evolution of the financial markets and the financial situation of its counterparties, seeking to mitigate
exposure to potential financial risks, with a cautious approach in terms of the interest rate combination with a high percentage of fixed rate, a
careful choice of its main counterparties favouring high ratings and high levels of liquidity (cash and available credit lines).
Operational impact
The Russia-Ukraine conflict has been resulted in several operational impacts, direct and indirect, either due to the presence of EDP operations in
border regions with Ukraine, or due to the dependence on products and raw materials coming from the region.
EDP continues to reinforce the security and contingency mechanisms associated with its employees, as well as its operation and critical assets,
including but not limited to the active monitoring of the evolution of the different risk factors identified. Additionally, EDP established local plans
and strategies to answer to the possible geographic spread of the conflict, in order to protect people and assets.
Integrated Annual Report 2022 Financial Statements and Notes 231
EDP's operational and investment activities are reliant on local and global supply chains, with an active management of critical supplies being
carried out to minimize potential impacts of disruptions in these chains.
Accounting impact
EDP Group has not applied any different classifications from those normally used in its Consolidated Income Statement, as a result of the conflict
above mentioned. To assess possible accounting impacts, the Group reassessed the estimates it considers relevant and which may have been
impacted by this fact, in particular those arising from the aforementioned increase in inflation rates and interest rates. The impacts recognised at
31 December 2022, as well as the respective sensitivity analyses, are described throughout the notes to financial statements, namely regarding
the impairment tests of non-financial assets (see note 12), provisions for dismantling (see note 36) and employee benefits (see note 35).
Additionally, beside causing the escalation of existing geopolitical tensions, contributing to global instability with still uncertain medium-long-
term consequences, the proximity of the conflict to the borders of the EU also represents a challenge to the cohesion between the member states.
Relationship with stakeholders
Since the first moment, EDP Group has assumed the commitment to safeguard the interests of its stakeholders and has been permanently
following up the main developments of the military conflict and possible implications for all the stakeholders involved.
This monitoring and intervention has been manifested at different levels, of which the following stand out:
● Employees: EDP has been reinforcing its internal communication, raising awareness of possible impacts arising from the conflict, as well as its
positioning and measures adopted to manage such outcomes;
● Customers: EDP reinforced its concern with stabilizing energy prices, particularly in the free market, despite the high volatility of costs
associated with fuels and other raw materials;
● Communities: EDP has launched a humanitarian aid campaign with its employees, and has combined efforts with institutions presented
locally in order to support the most disadvantaged and vulnerable; and
● Shareholders: the Executive Board of Directors has been working closely with the General and Supervisory Board, in order to act in the most
suitable manner, protecting the interests of its shareholders.
Integrated Annual Report 2022 Financial Statements and Notes 232
The Group’s businesses are currently focused on the generation, transmission, distribution and supply of electricity and supply of gas.
Additionally, the Group also operates in related areas such as engineering, laboratory tests, professional training, energy services and property
management.
EDP Group operates essentially in the European (Portugal, Spain, France, Poland, Romania, Italy, Belgium, United Kingdom and Greece),
American (Brazil, Colombia and North America) and Southeast Asia energy sectors.
2. Accounting policies
a) Basis of presentation
The accompanying condensed consolidated and company financial statements of EDP - Energias de Portugal, S.A. reflect the results of the
company's operations and its subsidiaries (EDP Group or Group) and the Group's interest in its joint ventures and associated companies, for the
periods ended on 31 December 2022 and 2021 and EDP S.A.'s Executive Board of Directors approved them on 01 March 2023. The financial
statements are presented in thousand Euros, rounded to the nearest thousand.
In accordance with Regulation (EC) 1606/2002 of the European Council and Parliament, of 19 July 2002, as transposed into Portuguese
legislation through Decree-law 35/2005 of 17 February 2005, with changes updated by the Decree-law 158/2009 of 13 July and Decree-law
98/2015 of 2 June, the company's financial statements and the Group's consolidated financial statements are prepared in accordance with
International Financial Reporting Standards (IFRS), as endorsed by the European Union (E.U). IFRS comprise accounting standards issued by the
International Accounting Standards Board (IASB) as well as interpretations issued by the International Financial Reporting Interpretations
Committee (IFRIC) and their predecessor bodies. The EDP Group's consolidated and company financial statements for the years ended 31
December 2022 and 2021 were prepared in accordance with IFRS as adopted by the E.U. and effective since 1 January 2022.
The accounting policies used by the Group in preparing the consolidated financial statements described in this note were adopted in
accordance. The new standards and interpretations recently issued but not yet effective and that the Group has not yet applied on its
consolidated financial statements, are detailed in note 3.
The financial statements have been prepared on a going concern basis and under the historical cost convention, modified by the application of
the fair value accounting to derivative financial instruments, financial assets at fair value through profit or loss and financial assets at fair value
through other comprehensive income. Assets and liabilities that are hedged under hedge accounting are stated at fair value in respect of the
hedged risk. Non-current assets and disposal groups held for sale are stated at the lower of carrying amount and fair value less costs to sell.
Liabilities for defined benefit plans are recognised at the present value of the obligation net of plan assets fair value.
In accordance with IFRS 3 - Business Combinations, if the initial purchase price allocation of assets, liabilities and contingent liabilities acquired
is identified as provisional, in the subsequent 12 months after the business combination transaction, the legal acquirer should make the final
allocation of the purchase price related to the fair value of the assets, liabilities and contingent liabilities acquired. These adjustments with
impact on the amount of goodwill determined and booked in previous periods, originate a restatement of the comparative information, which is
reflected on the statement of financial position, with effect from the date of the business combination transaction.
During 2022, the Group has reviewed its accounting policy relating to Green Certificates and RECs, based on decisions issued by the European
Securities and Markets Authority (ESMA) regarding transactions of a similar nature. According to the analysis carried out, it has been concluded
that these Certificates are considered government support in accordance with IAS 20 that must be accounted for under the caption “Revenues
and cost of Energy Sales and Services and Other”, with unsold certificates being recognised as inventories in accordance with IAS 2. In this
sense, the Group proceeded to reclassify the amounts recognised under "Intangible assets" to "Inventories" (amounting to 157,532 thousand
Euros at 31 December 2021 and 148,668 thousand Euros at 1 January 2021), since it has been concluded that this is the most appropriate
presentation and the one that better reflects the nature of these assets, maintaining all other recognition and measurement criteria unchanged.
The preparation of financial statements in conformity with IFRS requires the Executive Board of Directors to make judgments, estimates and
assumptions that affect the application of the accounting policies and the reported amounts of assets, liabilities, income and expenses. The
estimates and related assumptions are based on historical experience and other factors that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments regarding the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these estimates. The issues involving a higher degree of judgment or
complexity, or where assumptions and estimates are considered to be significant, are presented in note 4 - Critical accounting estimates and
judgments in preparing the financial statements.
Accounting policies have been applied consistently by all Group companies and in all periods presented in the consolidated and company
financial statements.
b) Basis of consolidation
The accompanying consolidated financial statements reflect the assets, liabilities and results of EDP, S.A. and its subsidiaries (Group or EDP
Group) and the equity and results attributable to the Group, through the investments in associates and jointly controlled entities.
Controlled entities
Investments in subsidiaries where the EDP Group has control are fully consolidated from the date the Group assumes control over their financial
and operating activities and/or over their assets and liabilities until the moment that control ceases to exist.
An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to
affect those returns through its power over the investee, independently of the percentage of voting rights held.
Accumulated losses are attributed to non-controlling interests in the corresponding proportions held, implying that the Group can recognise
negative non-controlling interests.
On a step acquisition process resulting in the acquisition of control the revaluation of any interest previously held is booked against the income
statement when goodwill is calculated. On a partial disposal resulting in loss of control over a subsidiary, any participation retained is revalued
at market value on the sale date and the gain or loss resulting from this revaluation is booked against the income statement, as well as any gain
or loss resulting from the disposal.
A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement (i.e. joint operators) have rights to the
assets and obligations for the liabilities relating to the arrangement, so the assets and liabilities (and related revenues and expenses) in relation
to its interest in the arrangement are recognised and measured in accordance with relevant IFRS applicable.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement (i.e. joint ventures) have rights to the net
assets of the arrangement, so these investments are included in the consolidated financial statements under the equity method.
The consolidated financial statements include the Group's attributable share of total reserves and profits or losses of joint ventures, included
under the equity method. When the Group’s share of losses exceeds its interest in a joint venture, its carrying amount is reduced to zero and
recognition of further losses is discontinued, except to the extent that the Group has a legal or contractual obligation to cover such losses on
behalf of that entity.
Integrated Annual Report 2022 Financial Statements and Notes 234
The existence of significant influence by the Group is usually evidenced by one or more of the following:
- Representation on the Executive Board of Directors or equivalent governing body of the investee;
- Participation in policy-making processes, including participation in decisions about dividends or other distributions;
- Existence of material transactions between the Group and the investee;
- Interchange of managerial personnel; and
- Provision of essential technical information.
The consolidated financial statements include the Group's attributable share of total reserves and profits or losses of associates, included under
the equity method. When the Group’s share of losses exceeds its interest in an associate, its carrying amount is reduced to zero and recognition
of further losses is discontinued, except to the extent that the Group has a legal or constructive obligation to cover such losses on behalf of the
associate.
Accounting for investments in subsidiaries, joint ventures and associates in the company's financial statements
Investments in subsidiaries, joint ventures and associates not classified as held for sale or not included in a disposal group which is classified as
held for sale are accounted for at cost in the company's financial statements, and are subject to periodic impairment tests, whenever indication
exists that certain financial investment may be impaired.
Goodwill
Following the transition to International Financial Reporting Standards (IFRS) on 1 January 2004 and as permitted under IFRS 1 - First-time
Adoption of International Financial Reporting Standards, the EDP Group decided to maintain the goodwill resulting from business combinations
that occurred prior to the transition date, calculated in accordance with the Group's previous accounting policies.
Costs directly attributable to the acquisition of a subsidiary are booked directly in the income statement.
As from the transition date to IFRS, total positive goodwill arising from acquisitions is recognised as an asset carried at acquisition cost and is not
subject to amortisation. Goodwill arising on the acquisition of subsidiaries, joint ventures and associates is defined as the difference between
the cost of acquisition and the corresponding share of the fair value of the net assets acquired.
The EDP Group has the possibility to book non-controlling interests at fair value or at cost, implying that the full amount of goodwill can be
booked in the financial statements, including the portion attributable to the non-controlling interests, against non-controlling interests, if the first
option is chosen. Goodwill arising on the acquisition of subsidiaries, joint ventures and associates is defined as the difference between the cost
of acquisition and the total or corresponding share of the fair value of the net assets acquired, depending on the option taken.
Negative goodwill arising on an acquisition is recognised directly in the income statement in the period when the business combination occurs.
The recoverable amount of the goodwill is assessed annually, regardless of the existence of any impairment triggers. Impairment losses are
recognised in the income statement. The recoverable amount is determined based on the value in use of the assets, calculated using valuation
methodologies supported by discounted cash flow techniques, considering market conditions, the time value of money and the business risks.
Goodwill is not adjustable due to changes in the initial estimate of the contingent purchase price and the difference is booked in the income
statement.
Purchases of non-controlling interests and dilution
In acquisitions (dilutions not resulting in a loss of control) of non-controlling interests, the difference between the fair value of the non-controlling
interests acquired and the consideration paid, is accounted against reserves. The acquisitions of non-controlling interests through written put
options related with investments in subsidiaries held by non-controlling interests, are recorded as a liability for the fair value of the amount
payable, against non-controlling interests. The fair value of the liability is determined based on the contractual price which may be fixed or
variable. In case of a variable price, the changes in the liability are recognised against the income statement as well as the effect of the financial
discount of the liability (unwinding).
Integrated Annual Report 2022 Financial Statements and Notes 235
Regarding the investments in foreign operations that are consolidated using the full consolidation method and equity method, the exchange
differences between the amount of equity expressed in Euros at the beginning of the period and the amount translated at the official exchange
rates at the end of the period, on a consolidated basis, are booked against reserves.
Foreign currency goodwill arising on the acquisition of these investments is remeasured at the official exchange rate at the balance sheet date
directly against reserves.
The income and expenses of foreign subsidiaries are translated into Euros at the approximate exchange rates at the dates of the transactions.
Exchange differences from the translation into Euros of the net profit for the period, arising from the differences between the rates used in the
income statement and those prevailing at the balance sheet date are recognised in reserves.
On disposal of a foreign subsidiary, the related exchange differences previously recognised in reserves, are accounted for in the income
statement.
Balances and transactions eliminated on consolidation
Inter-company balances and transactions, including any unrealised gains and losses on transactions between Group companies, are
eliminated in preparing the consolidated financial statements. Unrealised gains and losses arising on transactions with associates and jointly
controlled entities are eliminated to the extent of the Group's interest in those entities.
If applicable, the negative difference, after evaluating the consideration transferred, of the amount of any non-controlling interest recognised in
the acquiree and the fair value of the previously held equity interest in the acquired business, over the net value of the identifiable assets
acquired and liabilities assumed, is recognised in the income statement. The Group recognises the difference between the fair value of the
previously held equity interest in the acquired business and the carrying value in consolidated results in Other income. Additionally, the Group
reclassifies the deferred amounts in other comprehensive income relating to the previously held equity interest to the income statement or
consolidated reserves, according to their nature.
c) Foreign currency transactions
Foreign currency transactions are translated at the exchange rates at the dates of the transactions. Monetary assets and liabilities denominated
in foreign currency are translated into Euros at the exchange rates at the balance sheet date. These exchange differences arising on translation
are recognised in the income statement as financial results.
Foreign currency non-monetary assets and liabilities accounted for at historical cost are translated using the exchange rates at the dates of the
transactions. Foreign currency non-monetary assets and liabilities stated at fair value are translated into Euros at the exchange rates at the
dates the fair value was determined.
Derivative financial instruments are recognised on the trade date at fair value. Subsequently, the fair value of derivative financial instruments is
remeasured on a regular basis, being the gains or losses on re-measurement recognised directly in the income statement, except for derivatives
designated as cash flow hedging instruments. Recognition, in the income statement, of the resulting gains and losses on re-measurement of
hedging derivatives depends on the hedge model used.
The fair value of derivative financial instruments corresponds to their market value, if available, or to quotes indicated by external entities
through the use of valuation techniques accepted by the market, which are compared in each date of report to fair values available in common
financial information platforms, namely Bloomberg and Reuters.
Integrated Annual Report 2022 Financial Statements and Notes 236
Hedge accounting
The Group uses financial instruments to hedge interest rate risk, exchange rate risk and price risk resulting from its operational and financing
activities. Derivatives not qualified for hedge accounting under IFRS 9 are accounted for as trading instruments.
Hedging derivatives are recorded at fair value, being the gains and losses recognised in accordance with the hedge accounting model applied
by the Group. Hedge relationship exists when:
(i) The hedging relationship consists only of hedging instruments and hedged items that are eligible as per determined in IFRS 9;
(ii) At the inception of the hedge there is formal documentation of the hedging relationship and the Group's risk management objective and
strategy for the hedge;
(iii) There is an economic relationship between the hedged item and the hedging instrument;
(iv) The effect of credit risk does not dominate the value changes that result from that economic relationship; and
(v) The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the entity actually hedges
and the quantity of the hedging instrument that the entity actually uses to hedge that quantity of hedged item.
When a hedging relation of a future transaction is discontinued, if the transaction is still expected to take place, the changes in the fair value of
derivative recognised in reserves remain recognised in reserves until the future hedged transaction occurs. When the future transaction is no
longer expected to occur, the cumulative gains or losses recognised in reserves are recorded immediately in the income statement.
The accumulated foreign exchange gains and losses regarding the net investment and the related hedging instrument recognised in equity are
transferred to the income statement when the foreign currency subsidiary is sold, as part of the gain or loss resulting from the disposal.
Effectiveness
For a hedge relationship to be classified as such, in accordance with IFRS 9, its effectiveness must be demonstrated. Therefore, the Group
performs prospective tests at the inception date and at each balance sheet date, in order to demonstrate its effectiveness, showing that any
adjustments to the fair value of the hedged item attributable to the risk being hedged are offset by adjustments to the fair value of the hedging
instrument. Any ineffectiveness is recognised in the income statement when it occurs.
The financial assets are classified based on the business model for managing the financial assets ("business model test") and their contractual
cash flow characteristics ("SPPI test"). EDP Group classifies its financial assets, at the initial recognition, in accordance with the aforementioned
requirements introduced by IFRS 9, on the following categories:
Integrated Annual Report 2022 Financial Statements and Notes 237
Loans and trade receivables are generally held to collect contractual cash flows and are expected to give rise to cash flows representing solely
payments of principal and interest, thus they meet the criteria for amortised cost measurement under IFRS 9.
Financial assets measured at fair value through other comprehensive income (FVOCI)
A financial asset is measured at fair value through other comprehensive income if (i) the objective of the business model is achieved by both
collecting contractual cash flows and selling financial assets; and (ii) the asset’s contractual cash flows represent solely payments of principal
and interest. Financial assets included within this category are initially recognised and subsequently measured at fair value, with the changes in
the carrying amount booked in other comprehensive income, except for the recognition of impairment gains or losses, interest revenue and
foreign exchange gains and losses, which are recognised in profit and loss. When the financial asset is derecognised, the cumulative gain or loss
previously recognised in other comprehensive income is reclassified to profit or loss.
Financial assets that do not meet the criteria to be classified under the previously referred categories, are classified at fair value through profit or
loss, deemed to be a residual category under IFRS 9.
Regardless of the business model assessment, EDP Group can elect to classify a financial asset at fair value through profit or loss if doing so
reduces or eliminates a measurement or recognition inconsistency (“accounting mismatch”).
Financial assets are derecognised when: (i) the Group contractual rights to receive their future cash flows have expired, (ii) the Group has
transferred substantially the risks and rewards of ownership, or (iii) although retaining some, but not substantially all the risks and rewards of
ownership, the Group has transferred control over the assets.
Impairment
EDP Group recognises an impairment loss based on the Expected Credit Loss (ECL) model, before the objective evidence of a loss event from
past actions. This model is the basis for the recognition of impairment losses on held financial assets that are measured at amortised cost or at
fair value through other comprehensive income (which includes cash and cash equivalents, trade receivables, loans and debt securities).
The impairment methodology applied depends on whether there has been a significant increase in credit risk since initial recognition. If the
credit risk on a financial asset does not increase significantly since its initial recognition, EDP Group measures the loss allowance for that
financial asset at an amount equal to 12-month expected credit losses. If the credit risk increases significantly since its initial recognition, EDP
Group measures the loss allowance for that financial asset at an amount equal to lifetime expected credit losses.
Regardless of the above, a significant increase in credit risk is presumed if there is an objective evidence that the financial asset is impaired,
including if there is observable data that comes to the attention of the holder of the asset about the following loss events, among others:
significant financial difficulty of the issuer or obligor; restructuring of an amount due to the Group in terms that it would not consider otherwise; a
breach of contract, such as a default or delinquency in interest or principal payments; or it becoming probable that the borrower will enter
bankruptcy or other financial reorganisation.
Integrated Annual Report 2022 Financial Statements and Notes 238
As soon as the loss event occurs in terms of IFRS 9, the impairment allowance would be allocated directly to financial asset affected, that is, the
asset’s carrying amount is reduced and the amount of the loss is recognised in profit or loss. If, in a subsequent period, the amount of the
impairment loss decreases, the previously recognised impairment loss is reversed in profit or loss, if the decrease can be related objectively to
an event occurring after the impairment loss was recognised.
Considering the particularities of each business, exposures are segmented based on common credit risk characteristics such as credit risk
grade, geographic region and/or industry - for corporates; and type of product purchased - for individuals, as applicable. Actual credit loss
experience is adjusted by scalar factors to reflect differences between economic conditions during the period over which historical data was
collect, current conditions and EDP Group's view of economic conditions over the expected lives of the receivables.
At the commencement date, a lessor recognises assets held under a finance lease in its statement of financial position and present them as a
receivable at an amount equal to the net investment in the lease.
A lessor recognises lease payments from operating leases as income on either a straight‐line basis or another systematic basis (if that basis is
more representative of the pattern in which benefit from the use of the underlying asset is diminished). The assets subject to operating leases are
presented in its statement of financial position according to the nature of the underlying asset.
An instrument is classified as a financial liability when there is a contractual obligation for the issuer to liquidate capital and/or interests, through
delivering cash or other financial asset, regardless of its legal form. Financial liabilities are recognised at the issuance date (trade date): (i)
initially at fair value less transaction costs; and (ii) subsequently at amortised cost, using the effective interest method. All financial liabilities are
booked at amortised cost, with the exception of the financial liabilities hedged at fair value hedge, which are stated at fair value on risk
component that is being hedged.
The difference between the carrying amount of a financial liability (or part of a financial liability) extinguished or transferred to another party and
the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.
Integrated Annual Report 2022 Financial Statements and Notes 239
EDP Group determines the lease term as the non‐cancellable period of a lease, together with both: (i) periods covered by an option to extend the
lease, if the lessee is reasonably certain to exercise that option; and (ii) periods covered by an option to terminate the lease, if the lessee is
reasonably certain not to exercise that option.
EDP Group applies the recognition exemption provided by IFRS 16 for the leases which lease term is 12 months or less, or that are for a low-value
asset.
After the commencement date, the lease liabilities are increased to reflect interest on the liability and reduced to reflect the lease payments
made.
Remeasurement of the lease liabilities
EDP Group remeasures the lease liabilities, and adjusts the corresponding right-of-use assets, by discounting the revised lease payments,
using an unchanged discount rate, if either:
i) there is a change in future lease payments resulting from a change in an index or a rate used to determine those payments; or
ii) there is a change in the amounts expected to be payable under a residual value guarantee.
If there is a lease modification that do not qualifies to be accounted as a separate lease, EDP Group remeasures the lease liabilities and adjusts
the corresponding right-of-use assets, by discounting the revised lease payments, using a revised discount rate at the effective date of the
modification.
The variable lease payments that do not depend in an index or a rate are not included in the measurement of the lease liabilities, nor the right-of-
use asset. Those payments are recognised as cost in the period in which the event or condition that gives rise to the payments occurs.
g) Equity instruments
A financial instrument is classified as an equity instrument when there is no contractual obligation at settlement to deliver cash or other financial
asset to another entity, regardless of its legal form, and there is a residual interest in the assets of an entity after deducting all its liabilities.
Costs directly attributable to the issuance of equity instruments are recognised in equity, as a deduction to the amount issued. Amounts paid or
received relating to sales or acquisitions of equity instruments are recognised in equity, net of transaction costs.
Distributions related to equity instruments are deducted from equity, as dividends, when declared.
Preference shares issued by the Group are considered as an equity instrument when there is no contractual obligation to redeem the shares and
dividends are paid at the discretion of the Group. Preference shares issued by subsidiaries, classified as equity instruments and held by third
parties, are recognised as non-controlling interests.
If this election is made, all fair value changes, excluding dividends that are a return on investment, will be included in other comprehensive
income. There is no recycling of amounts from other comprehensive income to profit and loss (for example, on sale of an equity investment)
being, at that time, transferred to retained earnings.
Property, plant and equipment is stated at acquisition cost less accumulated depreciation and impairment losses. On transition to IFRS, on 1
January 2004, the Group decided to consider as deemed cost the revalued amount of Property, plant and equipment in accordance with the
Group's previous accounting policy, which was comparable in general terms to the depreciated cost determined in accordance with IFRS.
Subsequent costs are recognised as Property, plant and equipment only when it is probable that future economic benefits associated with the
item will flow to the Group. Repair and maintenance costs are charged in the income statement as incurred, according to the accrual principle.
Integrated Annual Report 2022 Financial Statements and Notes 240
The Group carries out impairment tests whenever events or circumstances may indicate that the book value of an asset exceeds its recoverable
amount, being any impairment recognised in the income statement.
The recoverable amount is the higher of fair value less costs to sell and value in use, the latter being calculated by the present value of the
estimated future cash flows obtained from continued use of the asset and its sale at the end of its useful life.
Land is not depreciated. Depreciation of tangible assets is calculated on a straight-line basis over their estimated useful lives, as follows:
Number of
years
Buildings and other constructions 8 to 50
Plant and machinery:
- Hydroelectric generation 30 to 75
- Thermoelectric generation 25 to 45
- Renewable generation 30 to 35
- Electricity distribution 10 to 40
- Other plant and machinery 4 to 25
Transport equipment 4 to 25
Office equipment and tools 2 to 16
Other property, plant and equipment 3 to 50
According to IFRS, the estimate of the useful life of assets should be reviewed whenever a change in the expected economic benefits flowing
from the assets occurs as well as when the technical use planned for the assets differs from previous estimates. Changes occurring in the
depreciation charge for the year are accounted prospectively.
i) Intangible assets
The Group's intangible assets are booked at acquisition cost less accumulated amortisation and impairment losses.
The Group performs impairment tests whenever events or circumstances may indicate that the book value of the asset exceeds its recoverable
amount, being any impairment recognised in the income statement. The recoverable amount is the higher of fair value less costs to sell and value
in use, the latter being calculated by the present value of the estimated future cash flows obtained from continued use of the asset and its sale at
the end of its useful life.
Costs incurred by the Group directly related to the development of software, that are expected to generate economic benefits beyond one year,
are recognised as intangible assets. Such costs include employee costs directly associated to the project and are amortised on a straight-line
basis over its estimated useful life.
Software maintenance costs are charged to the income statement when incurred.
The accounting policy related to intangible assets assigned to concessions in the scope of IFRIC 12 is described in z), Group concession
activities.
Concession rights on generation of electricity
The concession rights on generation of electricity in Brazil are recorded as intangible assets and amortised on a straight-line basis over the
concession period.
Industrial property and other rights
Industrial property and other rights are amortised on a straight-line basis over the estimated useful life of the assets, not exceeding 6 years.
j) Right-of-use assets
EDP Group presents the information related to lease contracts in the caption Right-of-use assets, in a separate line in the Statement of Financial
Position. These assets are accounted for at cost less accumulated depreciation and impairment losses. The cost of these assets comprises the
initial costs and the initial measurement of the lease liabilities, deducted from the prepaid amounts and any incentives received.
Depreciation of right-of-use assets is calculated on a straight-line basis over their estimated useful lives, considering the lease contract terms.
k) Investment property
The Group classifies as investment property, property held for capital appreciation and/or for rental purposes.
Investment property is recognised initially at acquisition or production cost, including directly attributable transaction costs, and is subsequently
measured at cost less accumulated depreciation and any impairment losses.
Subsequent expenditures on investment property are only added to the cost of the asset when it is probable that additional future economic
benefits will arise when compared to initial recognition.
Investment property is depreciated on a straight-line basis over the estimated useful life of the assets (between 8 and 50 years).
l) Inventories
Inventories are measured at the lower of acquisition cost and net realisable value. The cost of inventories includes purchases, conversion and
other costs incurred in bringing the inventories to their present location and condition. The net realisable value is the estimated selling price in the
ordinary course of business less the estimated selling costs.
The cost of inventories is determined by using the weighted average cost method.
CO2 Licenses held by the Group for trade purposes are booked as inventories and measured at fair value, at each balance sheet date, against
the income statement.
Integrated Annual Report 2022 Financial Statements and Notes 242
The green certificates are considered government support in accordance with IAS 20 that are accounted for under the caption "Revenues and
cost of Energy Sales and Services and Other", with unsold certificates being recognised as inventories in accordance with IAS 2.
m) Employee benefits
Pensions
Some EDP Group companies grant post-employment benefits to employees under defined benefit and defined contribution plans, namely
pension plans that grant complementary retirement benefits for age and early retirement pensions.
In Spain, the defined benefit plan is partially covered by insurance policies, and complemented by a specific provision, recognised at the
balance sheet. Benefits are generally determined and assigned through the combination of one or more factors, such as age, years of service
and the relevant base retribution (pensionable salary).
In Brazil, EDP São Paulo and EDP Espírito Santo have defined benefit plans managed by a closed complementary welfare entity, external to EDP
Group, covering responsibilities associated with retirement and early retirement pensions, according to factors such as age, years of service and
the relevant base retribution.
In the pension plans in Brazil, the surplus amount of the assets fund generally can not be reimbursed to the company, since there are very strict
rules on the amount that can be recovered, therefore the asset amount to be recognised is greatly reduced.
The Group’s pension liability for each plan is calculated by independent experts annually, for each plan, at the balance sheet date, using the
projected unit credit method. The discount rate used in the calculation is determined based on market interest rates of high quality corporate
bonds denominated in the currency in which the benefits will be paid and that have similar maturity to the related pension liability.
Actuarial gains and losses presented in consolidated statement of comprehensive income comprise: (i) the actuarial gains and losses resulting
from increases or decreases in the present value of the defined benefit obligation because of changes in actuarial assumptions and experience
adjustments; (ii) the return on plan assets, excluding amounts included in net interest on the net defined benefit liability (asset); and (iii) any
change in the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability (asset).
The increase in past service costs arising from early retirements (retirements before the normal retirement age) or plan amendments is
recognised in the income statement when incurred.
The Group recognises as operational results, in the income statement, current and past service costs. Net interest on the net defined benefit
liability (asset) is recognised in financial results.
The assets of the plan comply with the recognition criteria established by IFRIC 14 - IAS 19 and the minimum funding requirements established
by law or by contract.
In Portugal, the medical benefit and death benefits plan is assured by (i) a closed fund managed by an external entity, created in December
2016, and (ii) a complementary specific provision, recognised in EDP Group company’s statement of financial position.
In Spain, the medical care and death subsidy benefits plan is partially covered by insurance policies, and complemented by a specific provision,
booked in EDP Group company’s statement of financial position.
In Brazil, the liability is being covered by provisions booked in EDP Group company’s statement of financial position.
Measurement and recognition of the medical benefits liabilities are similar to the defined benefit pension plans liabilities, explained above.
Other benefits
In addition, EDP Group grants other benefits, supporting charges arising from responsibilities for disability benefit’s complements, survival
benefits, life insurance, antiquity and retirement benefits, power tariff discounts, among others. These responsibilities are fully covered by a
provision.
Benefits included in each Plan for Portugal and Brazil are detailed in EDP’s Collective Labor Agreement, published in the Labor Bulletin of 8
October 2014 and in the website of the Plan management entity Enerprev (www.enerprev.com.br), respectively.
n) Provisions
Provisions are recognised when: (i) the Group has a present legal, contractual or constructive obligation; (ii) it is probable that settlement will be
required in the future; and (iii) a reliable estimate of the obligation can be made.
Decommissioning and dismantling provisions are remeasured on an annual basis based on the best estimate of the settlement amount. The
unwinding of the discount at each balance sheet date is charged to the income statement.
EDP Group recognises revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled in exchange for these goods or services, as provided in the 5 steps methodology
introduced by IFRS 15, namely: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the
transaction price; (iv) allocate the transaction price to performance obligations; and (v) recognise revenue when (or as) the entity satisfies a
performance obligation.
Revenue in EDP Group arises essentially from electricity generation and distribution and energy (electricity and gas) supply activities.
Revenue related to the sale of energy and access tariffs to energy distribution network is measured at fair value of the consideration received or
receivable, net of value added tax, rebates and discounts and after elimination of intra-group sales.
Integrated Annual Report 2022 Financial Statements and Notes 244
Regarding the electricity generation, the transfer of control occurs when the energy is generated and injected into the transport/distribution
grids. The electricity generated is sold under free market conditions or through the establishment of medium/long term power purchase
agreements.
The energy distribution is a regulated activity, which is remunerated through tariffs set by each country Regulatory Body (Entidade Reguladora
dos Serviços Energéticos (ERSE) in Portugal, Comisión Nacional de Energía (CNE) in Spain and Agência Nacional de Energia Elétrica (ANEEL)
in Brazil). In Portugal and Spain, revenue arises mainly from the sale of access tariffs, as well as from the recovery, from the commercialisation
entities, of the costs related to the global management activity of the system. In Brazil, revenue results from the electricity sales to final
consumers, in the regulated market, based on the tariffs determined by ANEEL, which are included the use of the distribution and transport
system tariff, among other components. In Portugal and Brazil, these activities are subject to public service concession arrangements (see z)).
Following the Directive 13/2018, of 15 December, on tariffs to be in force in 2019, and the premisses of IFRS 15, E-Redes – Distribuição de
Eletricidade, S.A. acts as an agent in the purchase and sale of access to the transmission network (CVART) and therefore, as from this date
onwards the associated amounts of costs and revenues are recorded at net value in the caption Revenues and cost of Energy Sales and
Services and Other.
The energy supply is carried out in regulated and non-regulated markets. In non-regulated market, revenue is recognised based on commercial
agreements. In regulated market, revenue is recognised according to the tariffs determined by each country Regulatory Body.
For contracts with customers in which the sale of energy and access tariffs are generally expected to be the only performance obligation, EDP
Group recognises the revenue at a point in time when control of the asset is transferred to the customer, generally on delivery of the goods.
Revenue recognition includes two components: (i) energy sales already invoiced, based on actual consumption readings and/or in estimated
consumption based on the historical data of each consumer; and (ii) estimates of energy supplied and not yet invoiced (energy into energy
meter). Differences between estimated and actual amounts are recorded in subsequent periods.
For pluriannual contracts with customers for energy sales including a termination clause determined based on the estimated consumption and
contractual set prices, revenue is recognised based on the "Input Method". Under this method, revenue is recognised according to the
percentage of the contract execution and the corresponding contractual margin. The margin is reviewed annually, on a contract-by-contract
basis, based on the updating of estimated energy supply volumes until the end of the contract.
Additionally, it should be noted that, in energy distribution and supply activities, there is a tariff adjustment mechanism through which gains or
losses of a certain year are recognised in the period to which they relate and recovered in the future years tariffs – Tariff Adjustments (see w)).
EDP Group recognises the revenue related with services rendered over time in accordance with IFRS 15, given that the customer simultaneously
receives and consumes the benefits provided by the Group.
EDP Group also sells products and services as a part of an integrated commercial offer ("bundled"). In a bundled sale arrangement, the Group
accounts the sale of each product and/or service separately if they are distinct, that is, if the product or service is separately identifiable in the
context of the integrated offer and the customer benefits from it. The consideration paid is allocated between the goods or services separately
identifiable based on their relative stand-alone selling prices. The stand-alone selling price is determined based on EDP Group price lists on
goods or services sold separately or, if they are not listed, based on the market valuation approach.
In what concerns variable transaction prices, EDP Group only recognises revenue when it is highly probable that there will not be any significant
reversal of the recognised revenue, when it becomes certain.
EDP Group considers the facts and circumstances when analysing the terms of each contract with customers, applying the requirements that
determine the recognition and measurement of revenue in a harmonized manner, when considering contracts with the same characteristics and
in similar circumstances.
Contract liabilities
As provided by IFRS 15, EDP Group presents a contract liability if the Group has an obligation to transfer goods or services to a customer for
which the Group has received consideration (or an amount of consideration is due) from the customer.
Contract assets
As provided by IFRS 15, EDP Group presents a contract asset if the Group has a right to consideration that is conditional on something other than
the passage of time. This is common when the Group has transferred goods or services to a customer usually before invoicing and the payment
is due, excluding any amounts presented as a Trade receivables (unconditional rights to consideration).
Integrated Annual Report 2022 Financial Statements and Notes 245
Financial results include interest costs on borrowings, interest income on funds invested, dividend income, foreign exchange gains and losses,
realised gains and losses, changes in fair value of derivative financial instruments related to financing activity classified by the Group, within
IFRS 9, as held for trading and consequently measured at fair value through profit or loss, and changes in the fair value of hedged risks, when
applicable.
Interest is recognised in the income statement on an accrual basis. Dividend income is recognised on the date the right to receive is established.
Considering the accounting model provided by IFRS 16, the financial results includes the interest expenses (unwinding) calculated on the lease
liabilities.
q) Income tax
Income tax recognised in the income statement includes current and deferred tax. Income tax is recognised in the income statement except to
the extent that it relates to items recognised directly in equity, in which case it is also recognised in equity.
Deferred taxes arising from the revaluation of assets (debt instruments) measured at fair value through other comprehensive income and cash
flow hedge derivatives recognised in equity are recognised in the income statement in the period the results that originated the deferred taxes
are recognised.
Current tax is the tax expected to be paid on the taxable income for the period, using tax rates enacted at the balance sheet date and any
adjustment to tax payable in respect of previous years.
Deferred taxes are calculated in accordance with the balance sheet liability method, considering temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and their respective tax basis, using the tax rates enacted or substantively
enacted at the balance sheet date for each jurisdiction and that are expected to be applied when the temporary differences are reversed.
Deferred tax liabilities are recognised for all taxable temporary differences except for goodwill not deductible for tax purposes, differences
arising on initial recognition of assets and liabilities that affect neither accounting nor taxable profit and differences relating to investments in
subsidiaries, to the extent that these will probably not be reversed in the future. Deferred tax assets are recognised to the extent that it is
probable that future taxable profits will be available to absorb deductible temporary differences for taxation purposes.
The compensation between deferred tax assets and liabilities is performed at each subsidiary, and therefore the consolidated financial
statements reflect in its assets the total of the deferred tax of subsidiaries that have deferred tax assets and in its liabilities the total of the
deferred tax of subsidiaries that have deferred tax liabilities.
The Group offsets, as established in IAS 12, the deferred tax assets and liabilities if, and only if:
(i) the entity has a legally enforceable right to offset current tax assets against current tax liabilities; and
(ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable
entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle
the liabilities simultaneously, in future periods in which deferred tax liabilities or assets are expected to be settled or recovered.
When accounting for interest and penalties related to income taxes, EDP Group considers whether a particular amount payable or receivable is,
in its nature, a taxable income and, if so, applies IAS 12 to this amount. Otherwise, IAS 37 is applied.
Integrated Annual Report 2022 Financial Statements and Notes 246
Regarding the IFRIC 23 regarding IAS 12 – Income tax, when there is uncertainty over income tax treatments, EDP Group measures its current or
deferred tax asset or liability applying the requirements in IAS 12. Additionally, the Group analyses all the pending litigations or disputes with tax
authorities regarding income tax and records contingency and litigation provisions whenever necessary.
Basic earnings per share are calculated by dividing the consolidated and the company net profit attributable to the equity holders of EDP, S.A.
by the weighted average number of ordinary shares outstanding during the period, excluding the average number of shares held by the Group
and by EDP, S.A., respectively.
For the diluted earnings per share calculation, the weighted average number of ordinary shares outstanding is adjusted to consider conversion
of all dilutive potential ordinary shares, such as convertible debt and stock options granted to employees. The dilution effect corresponds to a
decrease in earnings per share resulting from the assumption that the convertible instruments are converted or the options granted are
exercised.
The stock options remuneration program enables the Group's employees to acquire parent company shares. The exercise price of the options is
calculated based on the listed price of the shares at the grant date.
The fair value of the options granted, determined at the grant date, is recognised in the income statement against equity during the vesting
period, based on their market value calculated at the grant date.
In case the option is exercised, the Group acquires shares in the market to grant them to employees.
Shareholders of EDP Brasil structured and implemented a Share based Compensation Policy, which began in June 2016. The referred policy
comprises two types of programs to be granted to certain employees (incentive and retention programs), being the eligible beneficiaries and
assignment requirements subject to the conditions established.
Non-current assets or groups of non-current assets held for sale (groups of assets and related liabilities that include at least one non-current
asset) are classified as held for sale when their carrying amounts will be recovered mainly through sale, the assets or groups of assets are
available for immediate sale and its sale is highly probable.
The Group also classifies as non-current assets held for sale, non-current assets or groups of assets acquired exclusively for its subsequent
resale, that are available for immediate sale and its sale is highly probable.
Prior to their classification as held for sale, the measurement of all non-current assets and all assets and liabilities included in a disposal group, is
adjusted in accordance with the applicable IFRS standards. Subsequently, these assets or disposal groups are measured at the lowest between
their carrying amount and fair value less costs to sell.
Cash and cash equivalents include balances with maturity of less than three months from the contract date, including cash and deposits in
banks. This caption also includes other short-term, highly liquid investments that are readily convertible to known amounts of cash and which
are subject to an insignificant risk of changes in value, and specific demand deposits in relation to institutional partnerships that are funds
required to be held in escrow sufficient to pay the remaining construction related costs of projects in institutional equity partnerships.
On a company basis, EDP S.A. classifies as Cash and cash equivalents the current account balances with Group companies formalized through
Cash Pooling Agreements (Group's financial system).
v) Operating segments
The Group presents the operating segments based on internal management information.
w) Tariff adjustments
Classification and measurement of regulatory assets, which qualify as financial assets in EDP Group’s financial statements, is analysed based
on the business model used in the management of the assets and the characteristics of the contractual cash flows (see e)).
In this sense, deviations and tariff deficits exclusively recovered or returned through electricity and gas tariffs, applicable to customers in
subsequent periods, are recognised at amortised cost.
On the other hand, deviations or deficits that can be recovered, either through electricity rates (receipt of capital and interest) or through sales
with recourse to third parties (bilateral contracts or securitization operations) are recognised at fair value through comprehensive income. This
classification results from the existing history of sales to third parties and from the management's perspective regarding the existing assets.
In regulated activities, the regulator establishes, through the tariff adjustment mechanism, the criteria to recognise gains or losses of one period
in future periods. The tariff adjustments accounted for in the EDP Group financial statements represent the difference between the amounts
invoiced by Portuguese regulated companies (based on the applicable tariffs published by ERSE in December of the previous year) and the
regulated revenue calculated based on actual costs. The assets or liabilities resulting from the tariff adjustments are recovered or returned
through the electricity and gas tariffs charged to customers in subsequent periods.
Decree-Law 165/2008 of 21 August recognised the unconditional right of the regulated operators of the electric sector to recover the tariff
adjustments under a regime identical to the one used for the tariff deficits. Consequently, EDP Group booked under the income statement
caption Revenues from energy sales and services and other - Energy and access, the effects resulting from the recognition of tariff adjustments,
against Debtors and other assets from commercial activities. According to the referred Decree-Law, the tariff adjustments determined
annually, will be recovered by the regulated operators even in case of insolvency or cease of operations. ERSE is the entity responsible to
establish the method to ensure that the entity entitled to these rights continues to recover the tariff adjustments until its complete payment. The
Decree-Law also allows the transfer of the right to receive the tariff adjustment to third parties, in whole or in part, through future electricity
tariffs.
Decree-Law 87/2011 of 18 July establishes the unconditional right of regulated operators in the natural gas sector to recover tariff adjustments
and related interest expenses, notwithstanding the form of the future payment or situations of insolvency and cessation of operations, and
allows the transfer to third parties of the right to receive tariff adjustments. The EDP Group recorded in the income statement, under the caption
Revenues from energy sales and services and other - Gas, the effects of the recognition of tariff adjustments of Natural Gas, against Debtors
and other assets from commercial activities and Trade payables and other liabilities from commercial activities.
The Group holds CO2 Licenses in order to deal with gas emissions resulting from its operational activity and Licenses for trading. The CO2 and
gas emissions Licenses held for its own use are booked as intangible assets at the acquisition cost. CO2 licenses consumption is recorded in
accordance with the weighted average price of the CO2 and gas emissions Licenses held for consumption in that year.
The Licenses held by the Group for trading purposes are booked under Inventories (see l)).
The Statement of Cash Flow is presented under the indirect method, by which gross cash flows from operating, financing and investing activities
are disclosed.
The Group classifies cash flows related to interest and dividends paid as financing activities and interest and dividends received as investing
activities.
Integrated Annual Report 2022 Financial Statements and Notes 248
EDP Group applies IFRIC 12 to the public-private concession contracts in which the public entity controls or regulates the services rendered
through the utilisation of certain infrastructure as well as the price for such services and also controls any significant residual interest in the
infrastructure. The infrastructures allocated to concessions are not recognised by the operator as property, plant and equipment or as financial
leases, as the operator does not control the assets. These infrastructures are recognised according to one of the following accounting models,
depending on the type of remuneration commitment of the operator assumed by the grantor within the terms of the contract:
Mixed Model
This model is applicable when the concession includes simultaneously guaranteed remuneration and remuneration based on the level of use of
the infrastructure within the concession.
Intangible assets within concessions are amortised over their respective useful lives during the concession period.
The Group carries out impairment tests to the intangible assets within concessions whenever events or circumstances may indicate that the
book value of an asset exceeds its recoverable amount, being any impairment recognised in the income statement.
Grants received from customers related to assets within concessions are delivered to the Group on a definitive basis, and, therefore, are not
reimbursable. These grants are deducted from the value of the assets allocated to each concession.
The concession contracts that currently exist in EDP Group are mainly based in the Intangible Asset Model, namely in the electricity special
regime production concessions (PRE) in Portugal and in the Mixed Model, namely in the electricity distribution concessions in Portugal and in
Brazil.
The Group has entered in several partnerships with institutional investors in North America (EDPR NA), through operating agreements with
limited liability companies that apportion the cash flows generated by the wind farms between the investors and the Company and allocates the
tax benefits, which include Production Tax Credits (PTCs), Investment Tax Credits (ITC) and accelerated depreciation, largely to the investor.
The institutional investors purchase their minority partnership interests for an upfront cash payment with an agreed targeted internal rate of
return over the period that the tax credits are generated. This anticipated return is computed based on the total anticipated benefit that the
institutional investors will receive and includes the value of PTC’s / ITC's, allocated taxable income or loss and cash distributions received.
The control and management of these wind farms are a responsibility of EDP Group and they are fully consolidated in these financial
statements.
The financial instruments held by the institutional investors issued by the partnerships represent compound financial instruments as they
contain characteristics of both financial liabilities and equity. The Group has determined that at the funding dates, the fair values of the original
proceeds is equal to the fair values of the liabilities at that time and no value was assigned to the equity component. Subsequently, these
liabilities are measured at amortized cost.
This liability is reduced by the value of tax benefits provided and cash distributions made to the institutional investors during the contracted
period. The value of the tax benefits delivered, primarily accelerated depreciation and ITC are recognised as Income from institutional
partnerships on a pro-rata basis over the useful life of the underlying projects and, from 1 January 2021 onwards, over the 5-year recapture
period, respectively (see note 8). The value of the PTC's delivered are recorded as generated. This liability is increased by an interest accrual
that is based on the outstanding liability balance and the targeted internal rate of return agreed.
Integrated Annual Report 2022 Financial Statements and Notes 249
After the flip date, the institutional investor retains a non-significant interest for the duration of the structure. This non-controlling interest is
entitled to distributions ranging from 2.5% to 10% and taxable income allocations ranging from 5% to 10%. EDPR NA has an option to purchase
the institutional investor’s residual interest at fair market value during a defined period following the flip date. Post flip non-controlling interests is
the portion of equity that is ascribed to the institutional investor in the institutional equity partnership at flip date. This amount is reclassified from
the total equity attributable to the Parent to non-controlling interests caption in the period in which the flip date takes place.
The Asset rotation strategy allows EDP Group to crystallize the value of a project by selling with loss of control, and reinvesting the proceeds in
another projects, targeting greater growth. Typically, the developer retain the role of O&M supplier. The gains on disposals under this strategy
are recognised in the caption Other income.
Standards, amendments and interpretations issued but not yet effective for the Group
The standards, amendments and interpretations issued but not yet effective for the Group (whose effective application date has not yet
occurred or, despite their effective dates of application, they have not yet been endorsed by the EU), which impact is being evaluated, are the
following:
● IAS 12 (Amended) - Deferred tax related to assets and liabilities arising from a Single Transaction
The IASB amended IAS 12 - Income taxes, to clarify the recognition of deferred tax on particular transactions that, on initial recognition, give rise
to equal amounts of taxable and deductible temporary differences.
The amendments target the recognition of deferred tax assets and liabilities in respect of:
- Right-of-use assets and Lease liabilities; and
- Provisions for dismantling and decommissioning and the corresponding amounts recognised as part of the cost of the related asset.
Within the adoption of these amendments, effective on 1 January 2023, EDP Group has analysed the potential impacts. As of 31 December
2022, EDP Group has recognised in its Consolidated Statement of Financial Position the net deferred tax assets and liabilities regarding
dismantling and lease liabilities for those jurisdictions where those amounts are not deductible until the payment date. Therefore, on 1 January
2023, EDP Group will breakdown these net deferred tax assets and liabilities regarding dismantling and lease liabilities, whenever applicable,
being estimated an increase between 223 and 243 million Euros in the captions Deferred tax assets and Deferred tax liabilities.
● IFRS 17 - Insurance Contracts (and amendments related to initial application and comparative information)
In preparation of the adoption of IFRS 17, effective as of 1 January 2023, the EDP Group carried out an analysis of the contracts of the subsidiary
Energia RE - Sociedade Cativa de Resseguro. From the analysis performed, it was concluded that all contracts are eligible, and thus classified,
within the Premium Allocation Approach (simplified model) measurement method provided for in IFRS 17. Thus, no material accounting impacts
were determined for the EDP Group resulting from the adoption of IFRS 17, in replacement of IFRS 4.
The standards, amendments and interpretations issued but not yet effective for the Group (whose effective application date has not yet
occurred or, despite their effective dates of application, they have not yet been endorsed by the EU) for which no significant impact is expected,
are the following:
The main accounting estimates and judgements used in applying the accounting policies are discussed in this note in order to improve the
understanding of how its application affects the Group’s reported results and disclosures. A broader description of the accounting policies
employed by the Group is disclosed in note 2 - Accounting policies.
Considering that in many cases there are alternatives to the accounting treatment adopted by EDP Group, the reported results could differ if a
different treatment was chosen. The Executive Board of Directors believes that the choices made are appropriate and that the financial
statements present fairly the Group operations in all material respects.
The RND’s operation, which is part of the HT and MT, is carried out through a public service concessions’ attribution, by the Portuguese State. On
the other hand, the right to distribute low voltage electricity is attributed to the Portuguese mainland municipalities. The legislation that
establishes the basis of each concession sets up that the ownership or possession of the goods assigned to these concessions revert to the
concessionaires at the end of their respective concessions. They also establish that in return for the assets returned to grantors, whether State or
municipalities, compensation corresponding to the assets’ book value assigned to the concession, net of amortisations, financial contributions
and non-refundable subsidies will be paid. Therefore, the assets’ estimated residual value at the end of each concession constitutes a financial
asset, and the remaining fair value component of the concession assets is an intangible asset to be amortised over its useful life. Hence, the end
date of each concession is one of the main assumptions to determine the amount of the financial and intangible assets.
In May 2017 Law 31/2017 was approved, which lays down the principles and general rules concerning the organisation of public tendering
procedures for the awarding, by contract, of the municipal LT concessions’ operation in the Portuguese mainland. This Law foresee the
simultaneous launch, in 2019, of public tender procedures for all municipalities that do not opt for direct management of the electricity
distribution activity.
However, the new Decree-Law 15/22, of January 2022, determined the automatic extension, without the need for further terms, of the current
concession contracts for electricity distribution networks in BT, including those that had already reached their term, until the effective entry into
operation of a new contractor, following the tenders for the attribution of BT concessions that will be held in the future. On the other hand, there is
currently no set date in the legislation for the holding of future tenders for the attribution of BT concessions.
In this context, at this date it is not yet possible to predict the end date of the low voltage concession contracts currently in force, so an annual
extension of contracts that have already reached the originally planned end date is assumed. Thus, with reference to 31 December 2022, the
financial asset and the intangible asset related to the concessions whose contracts have not yet ended were determined based on the
respective expiry dates and, for the remaining concessions, the financial asset and the intangible asset are determined assuming the validity of
the contracts until 31 December of the year following the year in question.
ANEEL reviews the VNR, through the valuation report of the Regulatory Remuneration Base, every three years for EDP Espírito Santo and every
four years for EDP São Paulo, as established in the concession contracts. Within these periods the distribution companies use their best estimate
for the VNR. The use of different assumptions could result in different values of financial assets, with the consequent impact in the Statement of
Financial Position (see note 26).
On an annual basis, the Group reviews the assumptions used to assess the existence of impairment in goodwill resulting from acquisitions of
shares in subsidiaries. The assumptions used are sensitive to changes in macroeconomic indicators and business assumptions used by
management. The investments in subsidiaries, on a company basis, and in associates are reviewed when circumstances indicate the existence
of impairment.
Considering the uncertainties regarding the recoverable amount of property, plant and equipment, intangible assets and goodwill as they are
based on the best information available, changes in the assumptions could result in changes on the determination of the amount of impairment
and, consequently, in results (see notes 12 and 19).
Consequently, the use of different methodologies and different assumptions or judgements in applying a particular model, could generate
different financial results from those reported.
The hydro generation assets in Brazil for independent generators are amortised during their estimated useful lives, considering the existing facts
and circumstances at the date of preparation of the financial statements. This includes, among other issues, EDP's best expectations of the
useful lives of such assets, which are consistent with the useful lives defined by ANEEL, the respective contractual residual indemnification
values at the end of each concession period, as well as related technical and legal opinions. The remaining period of amortisation and the
indemnification values at the end of the concessions may be influenced by changes in the regulatory legal framework in Brazil (see note 16).
Lease Liabilities
The Group recognises right-of-use assets and lease liabilities, if the contract conveys the right to control the use of an identified asset for a
period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group
assesses whether: i) the contract involves the use of an identified asset; ii) it has the right to obtain substantially all of the economic benefits from
the use of the asset throughout the period of use; and iii) it has the right to direct the use of the asset. EDP Group uses judgement on its
assessment, namely concerning the termination and extension contract options and the determination of the incremental borrowing rate to be
applied for each portfolio of leases identified (see notes 17 and 39).
Integrated Annual Report 2022 Financial Statements and Notes 252
Tariff adjustments
Portugal
Tariff adjustments in Portugal represent the difference between costs and income of the National Electricity, estimated at the beginning of each
period for purposes of calculating the tariff, and the actual costs and income of the System established at the end of each period. The tariff
adjustments assets or liabilities are recovered or returned through electricity and gas tariffs to customers in subsequent periods.
Decree-Law 237-B/2006 of 19 December, and Decree-Law 165/2008 of 21 August, recognised an unconditional right of the operators of the
electricity sector to recover the tariff adjustments and related interest expenses, notwithstanding the form of the future payment or situations of
insolvency and cessation of operations. Additionally, the legislation allows the transfer to third parties of the right to receive tariff adjustments.
Therefore, under this legislation, regulated companies may provide to third parties, in whole or in part, the right to receive the tariff adjustments
through the electricity tariffs. In accordance with the accounting policy in force, the EDP Group books under the caption Revenues from energy
sales and services and other - Electricity and network access, the effects of the recognition of tariff adjustments in the electricity sector, against
Debtors and other assets from commercial activities and Trade payables and other liabilities from commercial activities.
Brazil
On 25 November 2014, ANEEL made addendums to the concession contracts with brazilian electric distribution companies to reduce
significant uncertainties regarding to the recognition and realization of regulatory assets/liabilities that existed since 2010, when the IFRS were
adopted in Brazil. As a consequence, the CPC ("Comitê de Pronunciamentos Contábeis") issued on 28 November 2014, the OCPC 08
(Recognition of Certain Assets and Liabilities in Accounting and Financial Reports of Electric Distribution) which determines how to treat these
regulatory assets/liabilities in the financial statements.
Therefore, on 10 December 2014, EDP Brasil signed the Fourth and Fifth Addendum to the Concession Agreement, where it was established that,
in the case of concession termination, the outstanding balances of any failure of payment or reimbursement by the tariff (assets and liabilities),
will be considered on the indemnity calculation, based on the regulator pre-established regulations.
EDP Group considers, based on the issued legislation (Portugal and Brazil), that the requirements for the recognition of tariff deficits as
receivables and payables against the income statement of the period have been satisfied (see notes 7, 26 and 38).
Revenue recognition
Energy sales revenue is recognised when the monthly energy invoices are issued, based on actual meter readings or estimated consumption
based on the historical data of each consumer. Revenue relating to energy to be invoiced, regarding consumption up to the balance sheet date
but not measured, is booked based on estimates that take into consideration factors such as consumption in prior periods and analysis relating
to the energy balance of the operations.
The use of different estimates and assumptions could affect the Group’s revenue and, consequently, its reported results (see note 7).
Income taxes
The Group is subject to income taxes in several jurisdictions. Certain interpretations and assumptions are required in determining the global
amount of income tax.
There are several transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. It is
the Group's understanding that, in general, the tax treatment follows the accounting treatment, and therefore, no significant tax adjustments
have been made to the accounting records arising from the implementation of the new standards. Different interpretations and assumptions
could result in a different level of income taxes, current and deferred, recognised in the period (see note 14).
The use of different assumptions and judgement from those referred could lead to different financial results than those considered (see note 36).
This evaluation requires the use of judgement and assumptions in order to conclude whether the Group is in fact exposed to the variability of
returns and has the ability to affect those returns through its control over the investee.
Other assumptions and judgements could lead to a different consolidation perimeter of the Group, with direct impact on the consolidated
financial statements (see note 6).
Business combination
Under IFRS 3 (Business Combination) in a business combination, the acquirer shall recognise and measure in the consolidated financial
statements the assets acquired and liabilities assumed at fair value at the acquisition date. The difference between the purchase price and the
fair value of the assets and liabilities acquired leads to the recognition of goodwill or a gain from a purchase at a low price (bargain purchase).
The fair value determination of the assets acquired and liabilities assumed is carried out internally or by independent external evaluators, using
the discounted cash flows method, using the replacement cost or other fair value determination techniques, which rely on the use of
assumptions including macroeconomic indicators such as inflation rates, interest rates, exchange rates, discount rates, sale and purchase
prices of energy, cost of raw materials, production estimates and business projections. Consequently, the determination of the fair value and
goodwill or gain from a purchase at a low price is subject to numerous assumptions and judgments and therefore changes could result in
different impacts on results (see note 49).
In the case of an integrated set of activities that is in an early-stage of development and has not started to generate outputs, the Group considers
other factors to determine whether it constitutes a business, such as if: (i) planned principal activities have begun; (ii) employees, intellectual
property, and other inputs and processes are present; (iii) a plan to produce outputs is being pursued; and/or (iv) access to customers who will
purchase the outputs can be obtained. Generally, an early-stage entity that has employees capable of developing an output will be considered
a business.
Therefore, in application of the above, the Group concludes that IFRS 3 is not applicable when there are no outputs at the acquisition date due to
an early-stage of development, and the acquired process(es) cannot be considered substantive. Thus, the acquisition of an asset or a group of
assets that does not fulfill the conditions to be considered a business is classified as an acquisition of a company out of scope of IFRS 3.
Integrated Annual Report 2022 Financial Statements and Notes 254
This mechanism includes three types of compensation: initial compensation, annual adjustment (or revisibility) and final adjustment. The last
two types of compensation are relevant for this purpose.
During period I (2007/2017) of the contractual stability compensation mechanism, there was a correction on an annual basis, resulting from
positive or negative deviations between the estimates made for the initial stability compensation calculation and actual amounts arising from
an efficient performance, using the "Valorágua" model, as established in the Decree-Law 240/2004. Later, Order 4694/2014 was published to
define the guidelines of the annual revisibility calculation with respect to the revenues from the ancillary services market, regarding power plants
under CMEC.
Revisibility amounts for the years 2007 to 2014 were determined and approved by the Member of the Government responsible for the energy
sector, and were contested by EDP Produção:
a) As regards the approval of the 2011 and 2012 revisibilities, the fact that it did not consider the costs incurred with the social tariff in the
calculation of the revisibilities; and
b) As regards the approval of the 2014 revisibility, the fact that it did not take into account in the calculation of the revisibility the costs incurred
with the social tariff and CESE.
Regarding the revisibility to the year 2012, the Administrative Court dismissed the special administrative action brought by EDP Produção, not
recognizing the costs with the financing of the Social Tariff for the determination of the amount of the annual adjustment of the CMEC relating to
2012. EDP Produção, not agreeing with the decision, filed, on 9 January 2023, an Appeal, with suspensive effect, to the Southern Central
Administrative Court.
The annual revisibility of 2015 was approved by the Government member responsible for the energy sector in 20 October 2020 in the amount of
62.7 million Euros, after deducting an amount of 72.9 million Euros related to the alleged overcompensation of CMEC, due to their participation
in the ancillary services market, in the period between 2009 and the first quarter of 2014 (see section Ancillary Services). EDP Produção
challenged the order for ratifying the annual revisibility for the year 2015 on 19 January 2021, as it did not agree with the assumption of
overcompensation within the scope of its performance in the system services market, between 2009 and 2014 and, consequently, do not agree
with the deduction of the underlying value (72.9 million Euros) in that revisibility. It should also be noted that EDP Produção has already
contested the imposition of a fine by the Competition Authority on matters of the same scope. The challenge also covered the non-
consideration of the Social Tariff and CESE amounts paid by the centrals operating under the CMEC regime and also the non-approval of the
annual revisibilities from 2016 to 2017, which still await the respective approval by the Government member responsible for the area of energy.
The CMEC’s Final Adjustment is calculated in accordance with number 7 of article 3rd and Annex IV of Decree-Law 240/2004, of 27
December. The State budget for 2017 (Law 42/2016 of 28 December) determined, in its article 170, that the final adjustment amount is
determined and based on a study prepared and presented by ERSE. This entity had the technical support of EDP Produção and REN (Work
Team), legally enforced.
Accordingly, the technical group EDP/REN has presented to ERSE its report on the CMEC final adjustment calculation, which was achieved by
strictly following the calculation methodology described in Decree-Law 240/2004, of 27 December. This calculation, performed by the
technical group EDP/REN was presented to ERSE and comes to a range of amounts between 256.5 and 271 million Euros.
At the end of September 2017, ERSE has also presented to the Government its report on the calculation of the CMEC final adjustment, reaching
an amount of 154 million Euros, which was provisionally considered in the document of Tariffs and Prices for 2018.
In the Financial statements as at 31 December 2017, EDP Group has included its best estimate of the CMEC final adjustment, by recognising an
asset in the amount of 256.5 million Euros against deferred income, based on the methodology established for this purpose in Decrew-Law
240/2004, of 27 December, and in the legal opinions obtained in the meantime on this understanding.
Integrated Annual Report 2022 Financial Statements and Notes 255
On 3 May 2018, EDP was notified (through a DGEG’s letter from 25 April 2018) that the CMEC final adjustment had been officially approved,
according to ERSE’s proposal, in the amount of 154 million Euros. EDP reflected this reality in its financial statements as of 31 December 2018,
recognising a provision by the difference in the final adjustment amounts already recognised in the Group's revenues. On 31 December 2021
EDP maintains the provision in its accounts (see note 36).
Considering that the administrative act contained in the Dispatch of approval of the SSE of 25 April 2018 lacks technical, economic and legal
basis, and that, in particular, it does not apply the calculation methodology contained in Decree-Law 240/2004, of 27 December, and which
would lead to the determination of an amount close to the one determined by the technical group, on 3 September 2018, EDP Produção has
legally contested it.
"Clawback" - Portuguese regulatory mechanism to ensure the competitive balance in the wholesale electricity market,
in particular Iberian
Following some tax changes occurred in Spain, which affected electricity generators operating in this country, Decree-Law 74/2013, of 4 June,
was approved in Portugal, which aimed to rebalance the competition between electricity generators operating in Portugal and other players
operating in Europe.
Pursuant to relate diploma and its regulations, in order to restore such balance, the power plants operating on a market regime situated in
Portugal, which were not covered by the PPA or CMEC regime, should pay to the System an amount per MWh produced.
The amount payable should consider, on one hand, an estimate of the impact that the off-market events in the European Union (such as the
above-mentioned tax changes in Spain) would have in pool prices, and on the other hand, the existence of national extra-market events that
affect the competitiveness of electricity generators operating in Portuguese territory. Consequently, a net competition advantage would
allegedly arise to generators operating in Portugal.
Under this mechanism regulation – commonly known as clawback – Social tariff and CESE were determined by Dispatch 11566-A/2015, of 3
October, as off-market events that should be considered as competitive disadvantages of generators operating in Portugal.
Dispatch 7557-A/2017, of 25 August, superseded Dispatch 11566-A/2015 (which defined the variables for the computation formula of the
amount to be paid by each of the power-generating plants under Decree-Law 74/2013, of 4 June, for each injected MWh) in its entirety. It
states that ERSE, after consulting DGEG, should present proposals for a new definition of the variables, as well as reference terms for the new
study.
Subsequently, the Dispatch 9371/2017, of 24 October, partially nulled the Dispatch 11566-A/2015, in relation to the decisions presented under
its numbers 11 and 12 (the deduction of social tariff and CESE costs in the unit price). ERSE was asked to consider in 2018 UGS tariff, the recovery,
in benefit of the consumers, of the amounts allegedly unproperly included in previous years’ tariffs (2016 and 2017). Dispatch 9955/2017, of 17
November, defines a new amount for the estimate of the off-market events’ impact in EU, which is -4.75 €/MWh, with retroactive effects as at
August 24. Following these Dispatches, the document of prices and tariffs for 2018 has included a clawback amount of around 90 million Euros
to be returned to tariffs, which includes power plants operating under CMEC and estimated generation.
Based on its interpretation of the Law, as well as on legal opinions obtained, EDP Produção considers that the Decree-Law 74/2013, of 4 of
June, aims to re-establish a situation of competition balance between generators operating in Portugal and their peers operating in other
European countries, which means to consider as off-market events all the taxes and contributions that fall only over generators located outside
of Portugal (particularly in Spain), as well as all the taxes and contributions that fall only over generators located in Portugal. Consequently, in the
EDP Produção’s understanding, supported by legal opinions, Dispatch 9371/2017 and 9955/2017 have completely distorted the clawback
mechanism, having filed its legal action in January 2018.
In the Financial statements as at 31 December 2018, EDP Group has included the clawback amount as calculated by EDP Produção, regarding
the legislation in place in each period, namely Decree-Law 74/2013, of 4 of June, Order 225/2015, Ordinance 9371/2017 and Dispatch
9955/2017. It is important to notice that this mechanism is not applicable to power plants in 2018 still operating under CMEC regime. However,
this situation was subsequently changed and disputed by EDP Produção, as mentioned below.
On 5 October 2018, the Spanish legislature, by the sixth and seventh additional lines on Article 21 of Royal Decree-Law 15/2018, suspended the
7% tax on electricity generation approved in 2012 for a period of six months, from the beginning of October 2018 to the end of March 2019. This
tax suspension corresponds to the suspension of the off-market event verified within the European Union, which is considered in the clawback
calculation.
Integrated Annual Report 2022 Financial Statements and Notes 256
- Order 895/2019 of 23 January, establishing the suspension of the "Clawback" was approved for a period of 6 months as from 1 October 2018;
- The Tariff and Price Document for 2019, published on 17 December 2018, estimates a Clawback value of € 4.18/MWh, to be applied after the
end of the suspension period (more specifically from 6 April 2019);
- ERSE informed EDP Produção that any clawback invoicing relating to the referred suspension period should be deleted or cancelled;
- The State Budget Law for 2019 provided that "the Government shall, until the end of the first quarter of 2019, review the regulatory mechanism
designed to ensure the balance of competition in the wholesale electricity market in Portugal, provided for under DL 74/2013, of 4 June,
adapting it to the new rules of the Iberian Electricity Market, with the aim of creating harmonized regulatory mechanisms that reinforce
competition and protect consumers".
On 1 April 2019, the suspension of the tax on the production of electric energy in Spain was terminated, and it became effective again. From that
moment, the "clawback" invoiced to EDP Produção was resumed, based on a value of 4.75€/MWh.
On 9 August 2019, Decree-Law 104/2019 was published, which makes the first amendment to Decree-Law 74/2013, of 4 June, by changing
the scope of the clawback mechanism. Previously, “electricity producers under the ordinary regime and other producers not covered by the
guaranteed remuneration regime" were subject to clawback. With the publication of this diploma, the CMEC centrals are now included in the
scope of the clawback. Considering that this scope contradicts the Decree Law 240/2004, of 27 of December, EDP Produção proceeded to its
challenge.
The same Decree-Law introduced the possibility to define CIT (corporate income tax) – advanced payment, and on 26 September 2019 was
published the Order 8521/2019, which set the amounts of advanced payment related to the clawback mechanism at 2.71€/MWh for coal-fired
power plants and 4.18€/MWh for other power plants.
In the Tariff and Price Document for 2020, published on 16 December 2019, ERSE considered the unit values defined in Dispatch 8521/2019,
correcting only the value applicable to coal to 1.23 € / MWh, due to the increase in the ISP tax percentage and CO2 addition planned for 2020.
EDP Produção presented on 10 March of 2020 an action seeking a declaration of nullity or annulment of that administrative act by ERSE.
On 27 December 2019, Dispatch 12424-A / 2019 was published, which identifies as national extra-market events to be considered in the Study
to be prepared by ERSE until April 2020 (with reference to 2019) under the Clawback mechanism, the taxation of petroleum and energy
products used in the production of electricity (ISP), CESE and the Social Electricity Tariff.
On 30 June 2020, Dispatch 6740/2020 was published by the Secretary State of Energy (SEAE) which establishes the CIT (corporate income
tax) – advanced payment to be applied in 2020 to electric power producers covered by the "Clawback" mechanism. The value of CIT
(corporate income tax) – advanced payment for the year 2020 is set at € 2.24/MWh for plants that are not subject to extra market internal
events, that is, only to some renewable energy producers in the market with the exception of the power generation centers included in the scope
of internal extra-market events identified.
On 22 October 2020, Dispatch 10177/2020, issued by the SEAE Office, was published, which determines the final compensation of the
“Clawback” for the year 2019, considering the ISP regime as the only internal off-market event within the National Electrical System (SEN), thus
determining a value of € 2.24 / MWh for hydro, gas and PRE on the market and 0.68€/MWh for coal power plants. This determination is not
consistent with that contained in Dispatch 12424-A/2019, of 27 December, which identifies ISP, CESE and Social Tariff as internal off-market
events for 2019. EDP Produção challenged Order 10177/2020 on 22 January 2021.
On 25 June 2021, the Spanish legislator, within the scope for the adoption of urgent measures regarding energy taxation due to the high prices
verified in the MIBEL, published the Royal Decree-Law 12/2021, which, among others, proceeds the suspension of the 7% tax on the production
of electricity, approved in 2012, for a period between 1 July and 30 September 2021 (3 months), and with effects on the determination of the
“Clawback”. Following Royal Decree-Law 17/2021, the Spanish legislator has once again suspended the 7% tax on electricity production for
another 3 months, between 1 October and 31 December of 2021.
Following the temporary suspension of the tax on the production of electricity in Spain, Dispatch 6398-A/2021, of 29 June, was published,
which established the suspension of the “Clawback” in the period between 1 July 2021 and 30 September 2021, and Order 9975/2021, of 14
October, which determines the suspension of this mechanism between 1 October and 31 December 2021.
Integrated Annual Report 2022 Financial Statements and Notes 257
On 14 October 2021, Order 9974/2021, of the SEAE Office, was published, which determines the final compensation of the "Clawback" for the
year 2020, considering as the only extra-market event within the National Electric System the regime of ISP (noting that it is consistent with the
Dispatch that approved the final value for the year 2019), resulting in the following “Clawback” values: 3.64€/MWh for hydro plants and Special
Regime Production (PRE) in the market; 3.42€/MWh for CCGTs; and 2.16€/MWh for coal plants. This determination is not coherent with the
goals and rationale underlying the “Clawback” mechanism, as it does not admit the Social Tariff and CESE as internal extramarket events. EDP
Produção challenged Order 9974/2021 on 14 January 2022.
The Spanish legislator suspended again the 7% tax on electricity production for another 6 months, through Royal Decree-Ley 29/2021, of 21
December (for the period between 1 January and 31 March 2022) and Royal Decree-Ley 6/2022, of 29 March (for the period between 1 April
and 30 June 2022). Following this temporary suspension of the tax on electricity production in Spain, Order 1322/2022 of 1 February was
published, which established the suspension of the “Clawback” between 1 January and 31 March 2022, and Order 6287/2022, of 19 May,
which extended this suspension until 30 June 2022.
More recently, the Spanish legislator, due to the maintenance of high prices in the MIBEL resulting, above all, from the Russia-Ukraine conflict,
resumed the suspension of the 7% tax on electricity production until the end of 2022, through the Royal Decree-Ley 11/2022, of 25 June, and
Order 9838/2022, of 9 August, determined the suspension of the “Clawback” for the period between 1 July and 31 December 2022 in Portugal.
In the year 2023 the tax on generation in Spain is suspended, in accordance with Royal Decree-Ley 20/2022 of 27 December, so the
suspension of the "Clawback” in Portugal is also expected in the same period.
The verification request aimed to obtain confirmation on the inadequacy of the current national social tariff financing mechanism and to prompt
the review of national legislation on this financing mechanism.
The European Commission recognised the discriminatory nature of the financing mechanism for the social tariff in Portugal and informed that
it would keep monitoring the evolution of the social tariff in Portugal, particularly in the context of the revision of tariffs for 2023. In the 2023
tariffs, the social tariff discount continues to be attributed to eligible customers and the respective cost is being temporarily borne by the network
operators, pending definition of the financing model for this cost.
Ancillary Services
i) Secondary regulation band service
On 3 September 2018 the Autoridade da Concorrência (AdC) adopted a Note of Illegality, under which it intended to attribute to EDP Produção
a behaviour of abuse of a dominant position in the secondary regulation band service. AdC claimed that EDP Produção restricted the offer of a
segment of the Electricity System (the secondary regulation band or teleregulation service) between January 2009 and December 2013,
limiting the capacity offer of its plants under CMEC regime to benefit market power plants, in order to benefit twice, to the detriment of
consumers. On 28 November 2018, EDP Produção exercised its right to be heard and to defend itself in relation to the wrongful act was imputed
and the sanctions it could incur, that is, it responded to the Note of Illegality.
On 18 September 2019, AdC informed EDP Produção of its decision to condemn, imposing a fine of 48 million Euros, for alleged abuse of
dominant position in the secondary regulation band market in mainland Portugal between January 2009 and December 2013.
According to AdC, EDP Produção would have manipulated its offer of tele-regulation service or secondary regulation band, limiting the
capacity offer of its CMEC power plants to offer it through its market power plants, benefiting in two ways:
- Highest compensation paid to CMEC plants (annual revisability), as their lower participation in the provision of secondary regulation band
service would be below what would be expected (according to competitive market criteria); and
- The increase of the market price of the secondary bandwidth service, as a result of the limited supply by CMEC plants, favouring market-
based power plants.
Integrated Annual Report 2022 Financial Statements and Notes 258
On 30 October 2019, EDP Produção filed an appeal against this decision before the Competition, Regulation and Supervision Court (TCRS),
awaiting the AdC's counter-allegations. On 20 May 2020, EDP Produção was notified of an order from TCRS, which, among other things,
admitted its Appeal of Judicial Contestation, establishing a purely return effect and determining the payment of the fine imposed within 20
days. In this context, EDP Produção submitted requests, invoking supervening facts to demonstrate the considerable damage associated with a
putative payment of the fine, and arguing defects in the decision that determined the attribution of a merely devolutive effect to the Judicial
Challenge Appeal. However, despite EDP Produção's well-founded convictions about the possibility of providing a bank guarantee or bond,
instead of paying the fine, the TCRS ended up determining the payment of the fine, which occurred on 20 October 2021. The trial started in
September 2021 and on 10 August 2022, the TCRS confirmed the AdC's decision, maintaining the fine of 48 million Euros to EDP Produção for
alleged abuse of dominant position. EDP Produção filed an appeal against the aforementioned decision to the Lisbon Court of Appeal on 30
September 2022.
The EDP Group considers that EDP Produção did not abuse any dominant position, having acted strictly in accordance with the legal framework
in force.
On 29 September 2021, EDP Produção was cited in a class action filed by Associação IUS Omnibus based on the alleged abuse of dominant
position in the secondary regulation band market between the beginning of 2009 and the end of 2013, requesting, in representation of
consumers, a compensation in the amount of 94.8 million euros, as estimated by AdC in the scope of process PRC/2016/05. EDP Produção has
already presented its defense within the legal deadline established for that purpose.
A Order was issued, in which the court decided, among other things, to suspend the proceedings until a final decision is rendered in
administrative offense case 309/19.0YUSTR. The appeal filed by EDP Produção with the Lisbon Court of Appeal regarding this decision to
suspend the proceedings is pending.
On 20 October 2020, EDP Produção became aware, by letter sent by DGEG, of the dispatch of the SEAE regarding the approval of the
revisibility for the year 2015, which is deducted in the amount of 72.9 million Euros, relating to the alleged overcompensation. In this respect, the
EDP Group has registered a provision in the amount of 72.9 million Euros, and carried out a judicial appeal against the order of SEAE at the
Administrative Court of the Lisbon Circle at 19 January 2021.
Innovative Features
On 9 July 2018, EDP has been notified, within the scope of a stakeholder hearing promoted by the DGEG, to present its opinion on the possibility
of DGEG proposing to the Secretary of State for Energy an amount associated with the alleged "innovative features" introduced in CMEC
regime regarding PPA, to a maximum amount of 357.9 million Euros. According to DGEG, this amount shall be associated with the lack of legal
scope for tests on the availability of the CMEC plants (285 million Euros) and the ancillary services, mentioned above (72.9 million Euros).
On 26 September 2018, EDP Produção was notified of the Order of the SEE of 29 August, which considers as an "innovative features" the topic
"procedures for calculating the verified availability coefficient", quantified at 285 million Euros. This Order refers to the alleged lack of legal
forecast of availability tests of CMEC plants. Considering that the Order in question lacks technical, economic and legal basis, on 8 October
2018 EDP Produção has submitted an administrative appeal.
Subsequently, EDP Produção received a letter from ERSE dated 12 November 2018 and became aware of the Order of the SEE of 4 October,
which, following the Order of 29 August, declared the annulment of the annual adjustments in the part in which they considered the alleged
"innovative features" concerning the procedures for calculating the coefficient of availability. In the Tariff and Price Document for 2019, ERSE
considered the refund of an amount of 90 million Euros for a portion of the 285 million Euros referred to, expecting that the remaining portion will
be paid for a number of years that allow the CMEC to have zero tariff impact by including the 86.5 million Euros in the tariffs of 2020, 86.5
million Euros in tariffs of 2021 and 21.9 million Euros in 2022.
Without having received any response to the gracious complaint filed on 1 February 2019, EDP Produção challenged in court the Orders of 29
August and 4 October and the Tariff and Price Document for 2019.
In the Electricity Tariffs and Prices Document for 2020, approved by ERSE on 16 December 2019, that entity charged again 86.5 million Euros,
as it had foreseen the previous year.
Although the EDP Group considers that there were no innovative features weighted in CMEC adjustments, this aspect was reflected in these
financial statements as of 31 December 2018, by recognising a provision of 285 million Euros. In 2019 EDP made the payment of 92,458
thousand Euros, during 2020 made the payment of 110,963 thousand Euros, during 2021 made the payment of 69,374 thousand Euros and
during 2022 made the payment of 12,105 thousand Euros (see note 36) thus using the entirety of this provision on 31 December 2022.
Integrated Annual Report 2022 Financial Statements and Notes 259
EDP Produção followed up on the procedures for the implementation of these projects, having, in the case of the AHF, obtained a Favourable
Environmental Impact Declaration and an Environmental Compliance Report of the Execution Project (RECAPE).
On 22 October 2013, EDP Produção requested to the Minister of the Environment, Land Management and Energy, based on a change of
circumstances, to postpone the signing of the concession contract for the AHF. This request was formally rejected on 2 May 2014, and the terms
of the concession contract, were subsequently negotiated between EDP Produção and the Portuguese Environmental Agency (APA) and a
specific date for the respective signature for 30 September 2015, which was revoked by the Government without rescheduling a new date.
In 2016, following the beginning of the XXI Constitutional Government, the Government Program provided the reassessment of the PNBEPH. In
this context, it was suspended, for three years, the execution of the Contract for the implementation of the AHF, as well as was agreed the
annulment of the implementation Contract regarding AHA, through a Memorandum of Understanding signed on 5 December 2016, concluded
by an agreement between the Portuguese State and EDP Produção on 11 April 2017.
On 16 April 2019 EDP Produção received, by email, an official letter from the Ministry of the Environment and Energy Transition, dated 11 April
2019, informing the State's conclusion that there is no need for implementation of AHF to meet national targets for energy production from
renewable sources and for reducing the emission of Greenhouse Gases, as well as "that the State does not find any reason to inhibit the
construction of the Fridão Hydro Power Plant".
Simultaneously, the Minister of the Environment and Energy Transition (MATE) announced at the National Assembly, in a hearing at the
Environment, Land-use Planning, Decentralization, Local Power and Housing Committee, that the State's decision was not to build the AHF and
that "the State will always comply with the contract but believes there are no reasons for any repayment of the amount that was given to the
State ten years ago". It acknowledged, however, that there was no agreement with EDP on this matter.
EDP Produção notified the Portuguese State to clarify that at no time did EDP express its intention to not proceed with the construction of power
plants and to return all the investment already made, including the consideration paid on the provisional award, and, as well, to compensate it for
other losses and damages resulting from the non-compliance, to be settled in a timely manner. The Group reclassified these Assets under
construction to Other debtors and other assets and valued them in accordance with the principles defined in IFRS 9 (see note 27).
On 24 January 2020, EDP Produção initiated an arbitration process against the State in which it claimed its rights. The arbitration hearing
sessions took place during the month of April 2021 and in July 2021 the closing arguments were presented. In July 2022, the competent
Arbitration Decision was handed down, obliging the State to refund to EDP Produção the aforementioned amount of 217,798 thousand Euros,
which concerns the exclusive right to explore the AHF during the concession period. The other requests by EDP Produção and the State were
dismissed. On 7 October 2022, the Portuguese State filed an appeal against the aforementioned Arbitration decision and EDP Produção
presented its counter-claims on the 11 November 2022. On the 15 December 2022, the Supreme Administrative Court delivered the Judgment
admitting the review appeal filed by the Portuguese State. In view of this decision, EDP filed an appeal with the Constitutional Court.
EDP Produção submitted, on 13 December 2022, an appeal for the execution of the Arbitration Decision, demanding the payment of the amount
in which the Portuguese State was sentenced, in the amount of 217,798 thousand Euros. The appeal was admitted.
In the regulated accounts sent to ERSE in April 2018, E-REDES identified the amount to be returned into tariffs related to the depreciation of the
properties that were sold in the period 2012-2017. ERSE did not consider this amount in the 2019 rates and submitted the topic for further
analysis.
Integrated Annual Report 2022 Financial Statements and Notes 260
In the Tariffs for 2020, ERSE recognized the principle of profit sharing with the system and assumed the return into the tariffs of approximately
16.6 million Euros referring to half of the net gains obtained from the sale of real estate by E-Redes – Distribuição de Eletricidade, S.A. between
2009 and 2018, having mentioned that the position to be taken by the respective grantors of the Concession Contract for the National
Distribution Network (RND) and the electricity distribution network concessions in BT may determine the revision of this amount.
E-Redes did not question the return to the tariff of half of the capital gains generated with the sale of real estate not allocated to any of the
activities included in the RND concession and in the concessions of the municipal low voltage electricity distribution networks, having the
respective representative on the ERSE Tariff Board voted in favor of this solution.
Subsequent to the publication of the Tariffs for 2020, in 17 December 2019, the Government approved an Order that stipulates that the total
value of the gains generated by the sale of real estate by E-Redes – Distribuição de Eletricidade, S.A. between 2009 and 2018, and which were
subject to remuneration for the tariffs, “reverts entirely to the grantor”, and should be “fully reflected in the electricity tariffs”.
On 17 March 2020, E-Redes – Distribuição de Eletricidade, S.A. initiated an arbitration process at the Commercial Arbitration Center, in which
claims, moreover, (i) the principle of sharing benefits in this case, may not result in the granting ownership of all the gains generated from the sale
of real estate; (ii) that the maintenance of the alienated properties would entail costs for the system, so that their alienation proves to be correct;
(iii) that, in relation to all E-Redes real estate where no specific technical installations for each voltage level are installed, as is the case, it is not
possible to make any distinction between the respective allocation to the RND concession, or to the municipal concessions for low voltage
electricity distribution networks.
On 15 December 2020, the Regulator published the tariffs for 2021 and it was considered the return to the system of the remaining amount of
16.6 million Euros referring the net gains obtained from the sale of properties in the period between 2009 and 2018, in accordance with the
Dispatch sent by MAAC, despite the ongoing arbitration process.
On 25 March 2022, the Arbitration Court issued its decision, which, in summary, results in an interpretation of the Concession Agreement,
according to which the income resulting from the sale of the aforementioned real estate and which exceeds the global amount of accumulated
depreciation must be recognized as income allowed to the concessionaire.
In accordance with the interpretation adopted regarding the RND Concession Agreement, the Arbitration Court decided that the amount of 27.9
million Euros, corresponding to the accumulated depreciation of the real estate transferred between 2009 and 2018, by E-REDES, for a total
amount of around 52 million Euros. In view of the finality of this arbitration decision, E-REDES recorded in the first half of 2022 an income of 5.3
million Euros, which will be recovered in the 2023 tariffs and which results from the difference between the amount already returned to the
tariffs (33.2 million Euros) and the amount that should have been returned in accordance with the arbitration decision (27.9 million Euros).
E-Redes acted in a transparent manner and within the framework of regulatory efficiency standards dictated by ERSE itself, as is evident from
the values that have always been evidenced in the published Annual Reports and in the Regulated Accounts presented.
The transaction was concluded on 16 December 2020, through the sale of the entire share capital of the company Camirengia Hidroelétricos
S.A. (“Camirengia”), by its sole shareholder, EDP - Energias de Portugal, S.A. ("EDP"), to the company Movhera - Hidroeléctricas do Norte, S.A.
(previously known as Águas profundas, S.A., company incorporated in Portugal and therefore resident for tax purposes in Portugal, owned by
the consortium formed by GDF International SAS, from ENGIE Group, by 40%, Mirova S.A. by 35% and Predica Prevoyance Dialogue du Credit
Agricole, S.A. in 25%). The company Camirengia was incorporated under the simple demerger of EDP - Gestão da Produção de Energia, S.A.
("EDP Produção"), under which a complex set of items was carved-out from this company, comprising not only the titles of use of the hydric
resources related to the portfolio mentioned above, but also by a multiplicity of assets, liabilities, resources and contractual positions associated
and necessary for the development of the exploration activity.
Integrated Annual Report 2022 Financial Statements and Notes 261
From a strictly operational, regulatory, technical and legal point of view, the demerger was the only viable and feasible option to proceed with
the detachment of the portfolio, considering its size and complexity. In this sense, EDP followed the only model, the demerger and the
subsequent sale of shares, that guaranteed the continuity of operations and the maintenance of all the commitments (including environmental
nature and towards the municipalities) necessary for the portfolio normal operation and also to respond to the need of the buyer of acquiring a
functional and autonomous company that would ensure the operation of all activity, without disruption, immediately after the sale - which was
also required by the regulator. On the other hand, the contractual model used in the implementation of the transaction is fully in line with market
standards.
After its conclusion, the transaction was subject to media attention, based on the assumption that it constitutes a transfer of concessions and
that, therefore, would be subject to Stamp Duty (under paragraph 27.2 of the Stamp Duty General Table). In EDP's view, that assumption is not at
all applicable, and Stamp Duty is not due, as the transaction did not entail a transfer of concessions, but rather a demerger followed by the sale
of the entire share capital of a company (Camirengia) holding the patrimonial assets assigned to the portfolio, operations that are not subject to
Stamp Duty.
In this context, on 16 March 2021, the President of the EDP Executive Board of Directors was requested to attend the Environment, Energy and
Spatial Planning Commission of the Portuguese Parliament, in order to address the abovementioned transaction, where EDP had the
opportunity to clarify all questions addressed by the Members present. In addition, on 1 April 2021, that Commission sent EDP a request for
information and questions about the transaction. On 15 April, EDP, committed to contribute to the swift, full and definitive clarification of the
questions that were presented, sent to the Portuguese Parliament answers to all the questions raised, and made available all the requested
documentation, despite its private and confidential nature, as a testament to the collaborative, transparent and good faith attitude with which
EDP has been guiding its relationship with the State and its institutions.
In this spirit of collaboration, transparency and good faith in its relationship with the State and its institutions, EDP proactively contacted the Tax
Authority, making itself available to clarify the tax aspects of the operation.
On 6 July 2021, EDP became aware that DCIAP is investigating the sale of the Douro portfolio, with searches carried out at the premises of EDP
and EDP Produção. During the diligence, and basing its action on a cooperative posture, all cooperation and assistance was provided to the
authorities.
EDP scrupulously fulfils all of its obligations, including tax obligations, adopting very strict practices in the technical framework of all issues,
having made this transaction under the tax framework applicable, assessing the tax rules in force on the date of the transaction, a framework
that was also subject to validation by Opinions requested from reputable tax experts.
The Group regularly monitors the financial markets evolution and the market variables to which it has exposure, seeking to mitigate that
exposure by maintaining a mix of interest rate with a high percentage of fixed rate, maintaining prudent levels of foreign exchange hedging,
choosing carefully its main counterparties favoring high ratings and high levels of liquidity (cash and available credit lines). The Group has
adjusted its Financial Risk Management Policies incorporating worst case scenarios sufficiently conservative, therefore adequate to the Group
profile. However, given that the duration of the conflict and its global impacts are still unknown, the Group continues to monitor the risks, seeking
to anticipate and manage possible additional impacts not currently contemplated.
Exchange-rate and interest rate risk management
Financial risk management
The EDP Group’s business is exposed to a variety of financial risks, including the effect of changes in market prices, foreign exchange and
interest rates. The Group’s exposure to financial risks arises essentially from its debt portfolio, its investments and from the volatility of
commodity prices, resulting in interest and exchange rate exposures as well as commodity market price exposure. The status and evolution of
the financial markets are analysed on an on-going basis in accordance with the Group’s risk management policy.
The management of financial risks of EDP, S.A. and other EDP Group entities is undertaken centrally by EDP, S.A., in accordance with policies
approved by the Executive Board of Directors. The Financial, the Energy Management and the Risk Management Departments identify,
evaluate and submit to the Board, for approval, hedging mechanisms appropriate to each exposure. The Executive Board of Directors is
responsible for the definition of general risk management principles and the establishment of exposure limits.
Integrated Annual Report 2022 Financial Statements and Notes 262
As for the subsidiaries of EDP Energias do Brasil, the management of the financial risks inherent to the variation of interest rates, exchange rates
and commodities is carried out locally, according to the rules set by EDP Energias do Brasil's Management and aligned with the
principles/policies set by EDP Group for this geographical area.
The policy implemented by the EDP Group consists of undertaking derivative financial instruments to hedge exchange rate risk with similar
terms to those of the hedged asset or liability. The operations are revalued and monitored throughout their useful lives and, periodically, their
effectiveness in controlling and hedging the risk that gave rise to them is assessed.
Investments in the Brazilian subsidiaries of EDP Energias do Brasil, whose net assets expressed in Brazilian Real expose EDP Group to the
exchange rate risk from its conversion to Euros, are monitored through analysis of the evolution of the BRL/EUR exchange rate.
In the hedge relationships, the main source of ineffectiveness is the effect of the counterparties’ and the Group’s own credit risk on the fair value
of the forward foreign exchange contracts and cross currency interest rate swaps, which is not reflected in the change in the fair value of the
hedged cash flows attributable to the change in exchange rates.
Regarding the financial instruments that result in an exchange rate risk exposure, a fluctuation of 10% in the EUR/USD exchange rate, as at 31
December 2022 and 2021, would lead to an increase/(decrease) in the EDP Group results and/or equity as follows:
Dec 2022
Profit or loss Equity
Thousand Euros +10% -10% +10% -10%
USD 9,696 -11,851 -65,279 79,785
Dec 2021
Profit or loss Equity
Thousand Euros +10% -10% +10% -10%
USD -14,282 17,456 -64,579 78,930
This analysis assumes that all other variables, namely interest rates, remain unchanged.
In the floating rate financing context, the EDP Group enters, when considered appropriate, into interest rate derivative financial instruments to
hedge the cash flows associated with future interest payments, which have the effect of converting floating interest rate loans into fixed interest
rate loans.
Long-term debt engaged at fixed rates is, when appropriate, converted into floating rate debt through interest rate derivative financial
instruments designed to level them to current and expected market conditions.
All the operations are undertaken on liabilities in the EDP Group’s debt portfolio and mainly involve perfect hedges, resulting in a high level of
correlation between changes in fair value of the hedging instrument and changes in fair value of the interest rate risk or future cash flows.
In the hedge relationships, the main source of ineffectiveness is the effect of the counterparty’s and the Group’s own credit risk on the fair value
of the interest rate swaps, which is not reflected in the change in the fair value of the hedged cash flows attributable to the change in interest
rates.
Integrated Annual Report 2022 Financial Statements and Notes 263
The EDP Group has a portfolio of interest rate derivatives with maturities up to 17 years. The Group’s Financial Department undertakes sensitivity
analyses of the fair value of financial instruments to interest rate fluctuations. As at 31 December 2022, after the hedging effect of the
derivatives 75% of the Group's liabilities are at fixed rate.
During 2022, the EDP Group also entered into forward-starting interest rate swaps, in EUR and USD, in order to pre-hedge its exposure to the
risk of interest rates increasing until the expected refinancing date of its outstanding debt, for the next 2 years.
Dec 2022
Profit or loss Equity
100 bp 100 bp 100 bp 100 bp
Thousand Euros
increase decrease Increase decrease
Cash flow effect:
Hedged debt -10,103 10,103 - -
Unhedged debt -8,844 8,844 - -
Fair value effect:
Cash flow hedging derivatives - - 11,268 -11,268
Trading derivatives (accounting perspective) 68 -68 - -
-18,879 18,879 11,268 -11,268
Dec 2021
Profit or loss Equity
100 bp 100 bp 100 bp 100 bp
Thousand Euros
increase decrease increase decrease
Cash flow effect:
-18,682 18,682 - -
Hedged debt
Unhedged debt -2 2 - -
Fair value effect:
Cash flow hedging derivatives - - 12,848 -12,848
Trading derivatives (accounting perspective) -5,501 - -
5,501
-13,183 13,183 12,848 -12,848
This analysis assumes that all other variables, namely exchange rates, remain unchanged.
For sensitivity analysis, the exposure of portfolio of operations is evaluated through 25% and 50% changes in the main risk factors, currency
and interest rates, and the scenario with the highest probability of occurrence is presented (25%). The stress test is performed on the fair value
of the operations and uses as premise the interest rate curve projections of the Brazilian basic macroeconomic scenario.
EDP Group has documented its financial operations in accordance with international standards. Derivative financial instruments are mainly
contracted under ISDA Master Agreements.
The amount receivable from customers is mainly generated by operations in Portugal, Spain and Brazil, with a diversified customer base, both
geographically and in terms of segments (business clients, private and public sector) and size (Supply companies, Business to Business (B2B)
and Business to Consumer (B2C)). EDP is present in several countries and continents, structured in 4 regional hubs: Europe, Asia-Pacific, North
America and South America. It has more than 8.5 million customers in the electricity sector and 0.6 million customers in the gas sector, and
usually the contractual relationship with the counterparty tends to be long-lasting.
The maximum exposure to customer credit risk by counterparty type is detailed as follows:
Dec 2021
Thousand Euros Portugal Spain Brazil USA Other Group
Corporate and private sector 860,518 281,042 350,076 22,287 18,756 1,532,679
Public sector 38,780 149,831 18,034 - 310 206,955
899,298 430,873 368,110 22,287 19,066 1,739,634
The amounts receivable from supply companies are concentrated mainly in Portugal, Brazil and EDP Renováveis Group, as follows:
- In Portugal, these counterparties present a significantly reduced days sales outstanding, about 20 days, and these entities are subject to the
sector regulation that establishes collaterals to reduce credit risk. The collateral provided is updated based on the average of the last quarter
monthly sales, which reinforces a low risk profile;
- In Brazil, it refers mainly to: (i) the amounts from sale of electricity to wholesale dealers and supply companies, (ii) accounts receivable relating
to energy traded in the Electric Energy Trading Chamber - CCEE; and (iii) charges for the electricity network access;
- In EDPR EU (Europe) & Latin America platform, main customers are utilities and regulated entities in the different countries. Credit risk is not
significant due to the limited average collection period for customer balances and the quality of its debtors. Additional counter-party risk comes
from the countries with renewables incentives, which it is usually treated as regulatory risk;
- In EDPR NA (North America) platform, main customers are regulated utility companies and regional market agents in the US. As it occurs in
Europe, credit risk is not significant due to the limited average collection period for customer balances and the quality of the debtors. However,
the exposure due to the mark-to-market of long term contracts may be significant; and
- In EDPR APAC (Asia-Pacific) platform, the Group’s main customers are Distributed Generation offtakers and regulated entities in the different
markets, namely in Singapore and Vietnam. As it occurs in the other platforms, credit risk from trade receivables is not significant due to same
reasons. However, counter-party risk comes from countries with renewables incentives through regulated tariffs, which it is usually treated as
regulatory risk.
Integrated Annual Report 2022 Financial Statements and Notes 265
Exposure in all markets EDPR operates is managed by a detailed assessment of the counter-party before signing any long term agreement and
by a requirement of collaterals when financial soundness of the counterparty deteriorates.
Regarding the remaining receivables from companies and individual customers, resulting from the current activity of EDP Group, the credit risk
is essentially the result of customers defaults, whose exposure is limited to the supply made until the possible date of supply disruption. A very
criterious credit risk analysis made for new costumers, as well as the large number of customers and their diversity in terms of sectors of activity
are some of the main factors that mitigate the concentration of counterparty credit risk.
Amounts receivable from public sector customers include amounts receivable from renegotiated debt with payment agreements, which, as the
counterparty is a public entity and has already recognised the debt through payment protocols, present a lower risk. These amounts also include
debt without payment agreements arising from the normal power supply activity similar to that described for the corporate and individual
sector.
In accordance with accounting policies - note 2 e), impairment losses are determined using the simplified approach precluded in IFRS 9, based
on life time expected losses.
Regarding third-party receivables generated by the Group’s day-to-day business, the credit risk arises essentially from customers default,
whose exposure is limited to the Low Tension Electricity supplied with usual delays in payments. The very criterious credit risk analysis made for
new costumers, as well as the large number of customers and their diversity in terms of sectors of activity are some of the main factors that
mitigate the concentration of counterparty credit risk.
EDP Group believes that the amount that best represents the Group's exposure to credit risk corresponds to the carrying amount of customers
and of Contract assets related to energy sales net of the impairment losses recognised. The Group believes that the credit quality of these
receivables is adequate and that no significant impaired credits exist that have not been recognised as such and provided for.
As at 31 December 2022, in accordance with the methodology for determining impairment losses on amounts receivable from the electric
sector, no impairment loss has been booked. The risk levels for amounts receivable from the electric sector have been considered to be the same
as the country risk levels for Brazil, Portugal and Spain, which have high credit ratings.
The maximum exposure to credit risk of Contract assets related to energy sales and Amounts receivable from the electric sector is as follows:
The EDP Group undertakes management of liquidity risk through the engagement and maintenance of credit lines and financing facilities, with a
firm underwriting commitment with international reliable financial institutions, as well as term deposits, allowing immediate access to funds.
These credit lines are used to complement and backup national and international commercial paper programmes, allowing the EDP Group’s
short-term financing sources to be diversified (see note 34). Considering the military conflict between Russia and Ukraine, the Group assessed
the potential impacts on additional liquidity needs, having concluded that the current Liquidity Risk Management Policy remains adequate.
The table below shows the contractual undiscounted cash flows and the estimated interests due, computed using the rates available at 31
December 2022:
Following
Thousand Euros Dec 2023 Dec 2024 Dec 2025 Dec 2026 Dec 2027 years Total
Bank loans 618,171 374,238 100,048 72,687 68,154 640,133 1,873,431
Bond loans 1,997,899 2,397,141 1,896,292 2,109,361 1,783,624 2,806,824 12,991,141
Hybrid bond 726,552 - - - - 3,077,200 3,803,752
Commercial paper 870,413 104,685 391,345 51,480 42,784 - 1,460,707
Other loans 4,227 2,627 1,784 2,057 1,826 27,812 40,333
Interest payments (i) 657,305 663,953 482,327 367,345 281,449 602,725 3,055,104
4,874,567 3,542,644 2,871,796 2,602,930 2,177,837 7,154,694 23,224,468
Integrated Annual Report 2022 Financial Statements and Notes 266
The table below shows the contractual undiscounted cash flows and the estimated interests due, computed using the rates available at 31
December 2021:
Following
Thousand Euros Dec 2022 Dec 2023 Dec 2024 Dec 2025 Dec 2026 years Total
Bank loans 238,385 212,429 116,702 85,009 51,145 578,049 1,281,719
Bond loans 1,227,879 1,777,840 2,221,977 1,774,009 2,040,793 2,262,749 11,305,247
Hybrid bond 48,081 - - - - 3,750,000 3,798,081
Commercial paper 2,769 154,796 47,543 320,060 - - 525,168
Other loans 2,504 1,202 1,011 1,031 1,052 21,836 28,636
Interest payments (i) 404,148 559,603 472,657 292,542 192,802 545,187 2,466,939
1,923,766 2,705,870 2,859,890 2,472,651 2,285,792 7,157,821 19,405,790
(i) The coupons of the hybrid bonds were included taking into consideration the earliest possible call date.
As a result of its energy management operations, EDP Group has a portfolio of operations related to electricity and gas businesses. The portfolio
is managed through the engagement of operations with financial and physical settlement on the forward energy markets. The objective of the
operations is to reduce volatility of the financial impact resulting from the managed positions and to benefit from arbitration or positioning within
the trading limits approved by the Executive Board of Directors. The financial instruments traded include swaps (electricity, coal and gas) and
futures to fix prices.
In the hedge relationships, the main source of ineffectiveness is the effect of the counterparty’s and the Group’s own credit risk on the fair value
of the derivative financial derivatives, which is not reflected in the change in the fair value of the hedged cash flows attributable to the change in
market prices.
Energy management activity is subject to a series of variables which are identified and classified based on their common uncertainty
characteristics (or risk). Such risks include market price evolution risk (electricity and fuel) with impact in the expected energy volume
generated, as well as credit risk of the counterparties.
Monitoring the price, volume and credit risks includes their quantification in terms of positions at risk which can be adjusted through market
operations. This quantification is made by using specific models that value positions to determine the maximum loss that can be incurred, with a
given probability and a determined time frame.
Risks are managed in accordance with the strategies defined by the Executive Board of Directors, which are subject to a periodic review based
on the evolution of the operations, to change the profile of the positions and adjust them to the established management objectives.
Risks are monitored by means of a series of actions involving daily monitoring of the different risk indicators, of the operations grouped in the
systems and the prudence limits defined by management area and risk component, as well as regular backtesting and supplementary
validation of the models and assumptions used. This monitoring not only ensures the effectiveness of the strategies implemented, but also
provides elements to enable initiatives to be taken to correct them, if necessary.
Integrated Annual Report 2022 Financial Statements and Notes 267
The main price and volume risk indicator used is the margin at risk (P@R), which estimates the impact of the variation of the different risk factors
(price of electricity and hydrological) on the next 24 month’s margin, P@R corresponding to the difference between an expected margin and a
margin of a pessimistic scenario with a probability to occur of 5% (confidence interval of 95%) considering a time frame of 2 months. Both the
volumes which are certain and those, which although uncertain, are expected, namely production of the plants and the corresponding
consumption of fuel, are considered. The P@R distribution by business segment is as follows:
P@R Distribution
by business segment
Thousand Euros Dec 2022 Dec 2021
Business Portfolio
Electricity Trading 50,483 2,391
Electricity Trading + Hedging 342,309 369,883
Gas Hedging 120,588 77,363
Diversification effect -93,380 -17,505
420,000 432,131
Regarding credit risk, the quantification of exposure considers the amount and type of transaction (e.g. swap or forward), the rating of the
counterparty risk that depends on the probability of default and the expected value of credit to recover, which varies depending on the
guarantees received or the existence of netting agreements. The EDP Group's exposure to credit risk rating is as follows:
Arising from the energy trading activity in Brazil, EDP Trading Comercialização e Serviços de Energia, S.A. and EDP Smart Energia Lda. are
exposed to market price risk associated with future commitments, resulting from bilateral contracts for the purchase and sale of energy.
At reporting date, the result of future commitment contracts is determined as the differential, for each maturity term, between the prices of the
bilateral contracts for the purchase and sale of energy and their mark-to-market valuation using forward price curves. The result of future
commitment contracts presents volatility associated with energy price fluctuation, generating market price risk.
The management of market price risk is carried out through the determination and daily monitoring of the risk respecting the limits approved by
the Management of EDP Brazil, and framed within the Risk Management Policy of the EDP Group, for the purchase and sale of energy using a
methodology established in the Energy Risk Policy. The methodology adopted is a VaR (Value at Risk) with 95% confidence that considers a
forward curve of market prices, the exposure of the portfolio (difference between purchase and sell) and the volatility and liquidity observed in
the free market for each period.
For sensitivity analysis, the exposure of portfolio of operations is evaluated through 25% and 50% changes in the forward curve of market
energy prices. Below shows the scenario with the highest probability of occurrence (25%).
Capital management
EDP is not an entity subject to regulation in terms of capital or solvency ratios. Therefore, capital management is carried out within the financial
risk management process of the entity.
Additionally, management describes this aspect of its strategic objectives, policies and processes to manage risks, including the financial risks,
in the chapters of the Annual Report of 2022:
Part I - 02 Strategic Approach
2.3 Risk Management: Key Risks - Financial; Risk Appetite - Financial; and
2.4.Strategic Guidelines Compliance - Sustainable Financial Leveraging.
Part III - Corporate Governance
53 The main types of economic, financial and legal risk - Financial risks.
Integrated Annual Report 2022 Financial Statements and Notes 268
The Group’s goal in managing capital is to safeguard the Group’s capacity to continue operating as a going concern, grow steadily to meet
established objectives and maintain an optimum capital structure to reduce equity cost.
In conformity with other groups operating in this sector, the Group controls its financing structure based on several control mechanisms and
ratios.
6. Consolidation perimeter
During the year of 2022, the following changes occurred in the EDP Group consolidation perimeter:
Companies acquired:
The following acquisitions were classified as asset purchases, out of scope of IFRS 3 – Business Combinations, due to the substance of these
transactions, the type of assets acquired and the very early stage of the projects:
(1) Sunseap Group Pte. Ltd. acquired a 18% stake in the company Thai Sunseap, in which it already held a 49% stake, increasing the
participation in this company to a 67% stake and obtaining control over the company.
Integrated Annual Report 2022 Financial Statements and Notes 269
Additionally, the following companies were acquired in the scope of IFRS 3 – Business Combinations:
● EDP Energias do Brasil, S.A. acquired 99.99% of Celg Transmissão, later renamed EDP Transmissão Goiás S.A., for a value of 2,114 million
Brazilian Reais (375 million Euros). With reference to the acquisition date, the book value of net assets in this portfolio amounted to 1,071 million
Brazilian Reais (170 million Euros) and the assets purchase price allocation exercise has been carried out in accordance with the external
valuation report issued (see notes 18 and 49);
● In the first quarter of 2022, EDP Renováveis, S.A. acquired a 91.4% stake in a distributed solar generation portfolio, Sunseap Group Pte. Ltd.,
located in Southeast Asia, that allows EDP to set up to 10 GW of solar projects, for a value of 659,658 thousand Euros.
In addition, during the second quarter of 2022, through a capital increase, EDP Renováveis, S.A. increased its stake in the acquired company
to 92.28%.
In the third quarter of 2022, as a result of the put options agreed between the parties, the remaining stake in Sunseap Group Pte. Ltd. has been
recognised and the stake held by EDP Renováveis, S.A. in this company increased to 100%. A liability in the amount of 56,442 thousand Euros,
corresponding to the options exercise price, has been recognised (see note 39).
With reference to the acquisition date, the book value of net assets of this portfolio amounted to 136,085 thousand Euros and the assets
purchase price allocation exercise has been carried out in accordance with their fair value valuation (see notes 19 and 49);
● In the third quarter of 2022, Sunseap Group Pte. Ltd. acquired from Xuan Thien Group a 99.99% stake in the companies Xuan Thien Ninh
Thuan JSC and Xuan Thien Thuan Bac JSC, which own operating solar PV projects located in Southeast Asia, for an amount of 202,298
thousand Euros, which includes 41,288 thousand Euros recognised as contingent price (see note 39).
With reference to the acquisition date, the book value of the net assets of this portfolio amounted to 80,263 thousand Euros and the assets
purchase price allocation exercise has been carried out in accordance with their fair value valuation (see notes 19 and 49);
● In the fourth quarter of 2022, EDP Renewables Europe, S.L.U. acquired a 100% stake in Kronos Solar Projects GmbH. and its subsidiaries, a
solar generation portfolio with 9,4GW under development located in Germany, Netherlands, France and UK, for an amount of 663,030
thousand Euros. This amount includes 341,996 thousand Euros related to put options and 71,035 thousand Euros corresponding to the
payable success fees estimation (see note 39).
With reference to the acquisition date, the book value of the net assets of this portfolio amounted to 11,373 thousand Euros (see notes 19 and
49);
● EDP Energia Polska acquired 100% of the companies SOON Energy Polska sp z.o.o. and Zielona-Energia (see note 19);
● Hidroeléctrica do Guadiana, S.A. acquired 100% of a company in Portugal; and
● EDP Renováveis, S.A., through a North American subsidiary and through several stand-alone transactions, acquired the 100% stake in a
distributed solar generation portfolio, which includes 99.3 MW solar operational projects, in 84 companies, for an amount of 132,992
thousand Euros. The assets purchase price allocation exercise, in accordance with their fair value valuation, has been carried out for some of
the transactions (see notes 19 and 49).
Integrated Annual Report 2022 Financial Statements and Notes 270
Entity holding the stake Company / investment sold % sold Previous % Obs.
(7) In the fourth quarter, this investment has been sold for a total amount of 130,086 thousand Euros (707,655 thousand Brazilian Reais) and
generated a total gain of 50,647 thousand Euros, which was booked as a gain against reserves, by allocation of exchange differences reserves,
in the amount of 60,034 thousand Euros, and as a loss in Other costs in the amount of 9,387 thousand Euros (see note 11).
(8) Disposal of joint venture for a total amount of 68 million US Dollars, which converted into Euros and discounted cash flows corresponds to an
amount of 58 million Euros as at 31 December 2022, generating a gain of 13,764 thousand Euros (see note 8).
(9) Sale of a direct stake held in the joint venture to OW Offshore, S.L., for a total amount of 33,825 thousand Euros (30,000 thousand British
Pounds), generating a gain of 16,981 thousand Euros (see note 21).
(10) Includes the sale, by EDP Renewables North America LLC, of its 100% stake in the Indiana Crossroads Solar Park project, for the amount of
281,563 thousand Euros (296,500 thousand US Dollars), generating a gain of 15,791 thousand Euros (see note 8).
Integrated Annual Report 2022 Financial Statements and Notes 271
Companies liquidated:
Sunseap Group Pte. Ltd. Xuzhou Yiyundian New Energy Technology Co., Ltd. 90.47%
Yuzhou Sunseap Energy Technology Co., Ltd. 100%
EDP Iberia, S.L. ENAGÁS - S.G.P.S., S.A. 60%
Companies merged:
Companies incorporated:
Other changes:
● EDP Renováveis, S.A. acquired 50% of the companies Lomartico Investments, Sp. z o.o., Medsteville Investments, Sp. z o.o. and Ondentille
Investments, Sp. z o.o. These acquisitions have been considered as joint ventures in accordance with the terms of the Shareholders'
Agreement signed between the parties, which evidence the existence of joint control of the company;
● EDPR France Holding, S.A.S. acquired 51% of the company Centrale Eolienne D'Occey, S.A.S., which has been considered as a joint venture in
accordance with the terms of the Shareholders' Agreement signed between the parties, which evidence the existence of joint control of the
company;
● In December 2022, EDP Renováveis, S.A. acquired an additional 15% stake in the subsidiary OMA Haedori Co., Ltd., now holding 75% in this
company; and
● In the last quarter of 2022, an additional 5% stake in the subsidiary Ceprastur, A.I.E. was acquired, whereby the investment in this company
increased to 100%.
The companies included in the consolidation perimeter of EDP Group as at 31 December 2022 are disclosed in Annex I.
Revenues from energy sales and services and other, by geographical market, for the Group, are as follows:
Dec 2022
Thousand Euros Portugal Spain Brazil USA Other Group
Energy and access 8,030,223 6,694,555 2,435,584 658,314 1,242,334 19,061,010
Revenue from assets assigned to concessions 265,677 - 548,266 - - 813,943
Other 514,566 44,146 165,388 34,773 16,938 775,811
8,810,466 6,738,701 3,149,238 693,087 1,259,272 20,650,764
Dec 2021
Thousand Euros Portugal Spain Brazil USA Other Group
Energy and access 6,406,904 3,869,408 2,436,152 563,951 498,173 13,774,589
Revenue from assets assigned to concessions 252,406 - 456,647 - - 709,052
Other 271,222 99,180 106,989 16,364 5,514 499,268
6,930,532 3,968,588 2,999,788 580,315 503,687 14,982,909
The caption Energy and access in Portugal, on a consolidated basis, includes a net cost of 396,869 thousand Euros (revenue in 31 December
2021: 232,552 thousand Euros) regarding tariff adjustments of the period (see notes 26 and 38). This caption also includes, in Brazil, a net cost
of 112,420 thousand Euros (31 December 2021: net revenue of 91,111 thousand Euros) related to recognition of tariff adjustments for the period in
Brazil (see note 38).
Additionally, the caption Energy and access includes, on a consolidated basis, a positive amount of 45,271 thousand Euros (31 December 2021:
positive amount of 51,529 thousand Euros) related to the contractual stability compensation (CMEC) as a result of the power purchase
agreements (PPA) termination, including an income of 19,566 thousand Euros related to the CMEC final adjustment (31 December 2021: positive
amount of 19,282 thousand Euros), net from the recognised provision due to the final adjustment official approval.
The caption Others includes, on a consolidated and individual basis, 523,653 thousand Euros (31 December 2021: 241.605 thousand Euros)
and 1,426,709 thousand Euros (31 December 2021: 749.759 thousand Euros), respectively, related to the sale of CO2 licenses.
The caption Energy and network access, on a company basis, includes 2,152,785 thousand Euros (31 December 2021: 1,140,333 thousand
Euros) related with energy sales under the purchase and sale agreement of evolutive energy between EDP, S.A. and EDP Comercial S.A.
Integrated Annual Report 2022 Financial Statements and Notes 273
The breakdown of Revenues from energy sales and services and other by segment, are as follows (see note 51 - Operating Segments):
Dec 2022
Reported Operating Segments
Client
Thousand Euros Solutions & Other
Renewables Networks Total Group
Energy Segments
Managt.
Energy and access 1,823,490 639,547 16,598,015 19,061,052 -42 19,061,010
Revenue from assets assigned to concessions - 813,721 221 813,942 1 813,943
Other 96,104 101,920 565,192 763,216 12,595 775,811
1,919,594 1,555,188 17,163,428 20,638,210 12,554 20,650,764
Dec
2021
Reported Operating Segments
Client
Thousand Euros Other
Solutions &
Renewables Networks Total Segments Group
Energy
Managt.
Energy and access 1,286,677 1,343,149 11,144,770 13,774,596 -7 13,774,589
Revenue from assets assigned to concessions - 709,029 24 709,053 -1 709,052
Other 65,089 122,865 294,181 482,135 17,133 499,268
1,351,766 2,175,043 11,438,975 14,965,784 17,125 14,982,909
The segment "Client Solutions & Energy Management" includes sales of renewable energy, hydro and wind, carried out by EDP SA's energy
management business unit, as part of its intermediation activity.
Revenues from energy sales and services and other by segment are considered globally as "overtime" and not as "at a point in time".
* Includes restatement originated by changing the classification of the Social Tariff Costs as described in note 2a)
As a result of this Contract celebrated between EDP and EDP Produção (see note 43), EDP will fully assume the economic risks and benefits
associated with the dispatch of electricity production and subsequent placing on the market, ceasing the volatility associated with price
and volume variation related to electricity and fuels, inherent to the contractual relationships maintained previously with EDP Produção,
so with reference to 31 December 2022, and on an individual basis, part of the hedges for the purchase of electricity in the amount of 723,432
thousand Euros was discontinued, since the hedged future transactions will not occur.
Cost of electricity includes, on a company basis, includes the cost of 2,203,812 thousand Euros (31 December 2021: 1,167,199 thousand Euros)
with the purchase of energy under the agreement for management, purchase and resale of energy signed between EDP, S.A. and EDP Gestão
da Produção de Energia, S.A.
The variation in the caption Gas and other costs essentially refers to the rise in the price of gas compared to the same period last year.
Integrated Annual Report 2022 Financial Statements and Notes 274
Under the terms of concession contracts of EDP Group to which IFRIC 12 is applicable, the construction activities are outsourced to external
specialised entities. The revenue and the expenditure with the acquisition of these assets are as follows:
Group
Thousand Euros Dec 2022 Dec 2021
Revenue from assets assigned to concessions 813,943 709,052
Revenue from assets assigned to concessions include 548,829 thousand Euros (31 December 2021: 424,545) relative to electricity distribution
concessions in Portugal and in Brazil resulting from the application of the mixed model. Additionally, it also includes the revenue related to the
asset to be received by EDP Group under the transmission concessions in Brazil (see note 26).
The main variations on the captions Revenues and cost of Energy Sales and Services and Other are described in the Part I - Performance
mainly in 3.3 - Business area analysis and 3.4 Group's financial analysis.
8. Other income
Other income, for the Group, are as follows:
Group
Thousand Euros Dec 2022 Dec 2021
Income arising from institutional partnerships (see note 37) 233,505 177,205
Gains on disposals - electricity business assets - Asset Rotation 411,372 586,988
Gains from contractual indemnities and insurance companies 71,537 39,956
Other 211,036 219,839
927,450 1,023,988
Income arising from institutional partnerships relates to income arising from production and investment tax credits (PTC/ITC), mostly from
accelerated tax depreciation, regarding wind farms and solar plants in North America (see note 37).
The caption Gains on disposals - electricity business assets - Asset Rotation corresponds to gains from asset rotation strategy. This strategy
aimed at crystallizing the value of a project by selling with loss of control, and reinvesting the proceeds in another projects, targeting greater
growth. As at 31 December 2022, the caption includes: i) the gain in the amount of 42,596 thousand Euros resulting from the sale of two
companies 100% owned by EDP Renovables España, S.L.U (see note 6); ii) a gain of 51,982 thousand Euros, resulting from the sale of six
companies fully owned by EDP Renewables Polska, Sp. z o.o. (see note 6); iii) a gain in the amount of 168,568 thousand Euros resulting from the
sale of seven companies owned by EDP Renewables Italia Holding S.R.L. (see note 6); iv) a gain of 119,085 thousand Euros, resulting from the
sale of eleven companies fully owned by EDP Renováveis Brasil S.A. (see note 6); and v) a gain in the amount of 15,791 thousand Euros resulting
from the sale of one company owned by EDP Renewables North America LLC (see note 6).
The caption Other includes gains on: i) reinsurance activity; ii) gains on the sale of property, plant and equipment; iii) changes in fair value of
contingent prices of sales transactions; and iv) gain of 23 million Euros resulting from a favorable decision by the Regional Economic-
Administrative Court of the Principality of Asturias in favor of EDP España relating to the fee for the use of the public hydric domain called
"Canon hidráulico".
Integrated Annual Report 2022 Financial Statements and Notes 275
Pension plans costs include 3,891 thousand Euros (31 December 2021: 5,221 thousand Euros) related to defined benefit plans (see note 35) and
20,284 thousand Euros (31 December 2021: 15,415 thousand Euros) related with defined contribution plans.
During the first semester of 2022, EDP Group distributed treasury stocks to employees (736,991 shares) totaling 3,272 thousand Euros.
Group Company
Dec 2022 Dec 2021 Dec 2022 Dec 2021
Executive Board of Directors 5 5 5 5
Senior management 386 962 68 113
Managers 1,323 865 62 18
Specialists 6,469 5,276 524 463
Support, Operational and Administrative Technicians 5,028 5,128 60 70
13,211 12,236 719 669
Variations compared to December 2021 include the impact resulting from the review of the internal organizational structure, which implied the
creation of new segments.
Integrated Annual Report 2022 Financial Statements and Notes 276
* Includes restatement originated by changing the classification of the Social Tariff Costs as described in note 2a)
The caption Concession rents paid to local authorities and others includes essentially the rents paid to the local authorities under the terms of the
low tension electricity distribution concession contracts and rents paid to city councils where the power plants are located.
The increase in the caption Direct and indirect taxes essentially results from the new taxes on generation in Spain, as a result of the legislation
issued in September 2021 to reduce the impact of the high price of gas on the sale price of generation and the regulatory changes in Spain
regard to the Social Tariff in 2022 and in Romania and Poland regarding to Windfall taxes in 2022.
The caption "Write-off" of tangible fixed assets includes, essentially, the write-off of tangible fixed assets resulting from losses in materials and
equipment in Brasil and the abandonment of the renewable projects in Europe and North America.
The caption Other includes, essentially: i) losses on the reinsurance activity; and ii) losses on the sale of property, plant and equipment. It also
includes, in 2022, a loss of 9,387 thousand Euros related to the sale of the stake in Energest, S.A. (see note 6) and the amount of 5,815 thousand
Euros related to changes in the fair value of the contingent prices, related to operations carried out in previous years.
Amortisation/impairment of Investment property (see note 23) 289 297 4,225 3,796
1,999,909 1,741,538 34,959 31,649
Compensation of depreciation
Partially-funded property, plant and equipment (see note 38) -28,579 -22,517 - -
During 2022, due to the revision of market assumptions (in mainly, commodity prices and energy sales prices), as well as the entry of renewable
energy capacity, the Group carried out a review of its future estimates of value by carrying out impairment tests for some of the production
assets.
The above impairment tests carried out led to the recording of the following impairments on assets in Portugal: 81,740 thousand Euros in the
Lares combined cycle thermoelectric power plant and 43,666 thousand Euros in the Ribatejo combined cycle thermoelectric power plant.
Impairments were also recorded in Brazil at the Pecém plant (233,125 thousand Euros) and in Colombia at the wind farms of Eolos Energia and
Ventos de Norte (54,088 thousand Euros) (see notes 16 and 18).
In the scope of impairment tests on these assets, sensitivity analyzes were performed on key variables, namely discount rates. An increase of
+0.5% in the discount rate would determine an additional impairment of approximately: 8,579 thousand Euros in Lares, 10,668 thousand Euros
in Ribatejo, 7,643 thousand Euros in Pecém and 49,776 thousand Euros in Eolos Energia wind farms and Ventos del Norte in Colombia.
Integrated Annual Report 2022 Financial Statements and Notes 277
Additionally, given the changes in market conditions, impairments amounting to 39,305 thousand in the coal-fired power plant in Espanhã
Aboño 2 and 40,976 thousand in the coal-fired power plant in Soto3 were reversed (see note 16).
Financial expenses
Interest expense on financial debt 705,812 523,928
Bonds buyback - 24,248
Capitalised borrowing costs:
- Assigned to concessions (see note 7) -4,442 -57,816
- Other (see note 16) -41,405 -33,086
Interest from derivative financial instruments 134,765 33,411
Interest expense on tariff deficit:
- Portugal - Electricity (see note 38) 4,484 53
- Brazil - Electricity (see note 38) 16,079 3,989
Other interest expense 40,063 22,435
Derivative financial instruments 259,167 106
Foreign exchange losses 356,958 126,165
CMEC 5,231 7,681
Unwinding of discounted liabilities 140,955 123,248
Unwinding of lease liabilities (see note 39) 46,146 39,511
Net interest on the net pensions plan liability (see note 35) 5,132 3,300
Net interest on the medical liabilities and other benefits (see note 35) 14,985 13,290
Other financial expenses 69,290 45,353
1,753,220 875,816
Financial income/(expenses) -910,220 -510,933
Capitalised borrowing costs includes the interest capitalised in assets under construction according to Group accounting policy (see note 2 h)).
Regarding the rate applicable to borrowing costs related with tangible/intangible assets under construction that is used in the determination of
the amount of borrowing costs eligible for capitalisation (see notes 16 and 18), it varies depending on business unit, the country and currency,
since EDP Group incorporates in its scope of consolidation a significant number of subsidiaries in several geographies with different currencies.
Therefore, for the most representative geographies, the weighted average funding rates, in use in 2022, ranged from 1.22% to 6.66% in
Portugal, from 1.05% to 6.79% in Spain and from 0.44% to 7.75% in North America, depending on related assets under construction and related
financing.
The costs related to the Unwinding liabilities at discounted value refer essentially to: (i) the financial update of the provision for dismantling and
decommissioning of production assets in the amount of 6,609 thousand Euros (31 December 2021: 3,753 thousand Euros) (see note 36); (ii) the
implied financial return in institutional partnerships of 96,955 thousand Euros (31 December 2021: 79,023 thousand Euros) (see note 37); and
(iii) the financial expenses related to the discount of the liability associated to the concessions of Alqueva/Pedrógão, Investco and Enerpeixe of
20,700 thousand Euros (31 December 2021: 26,256 thousand Euros).
The Derivative financial instruments caption includes income and expenses related with financial assets and liabilities measured and fair value
through profit and loss, while the remaining captions of financial income and expenses are registered at amortised cost, based on the effective
interest rate method.
Integrated Annual Report 2022 Financial Statements and Notes 278
In the third quarter of 2021, under the agreement entered into with Sonatrach with a view to ending commercial relations between the
companies, it was agreed a debt cancellation that EDP had with Sonatrach companies in the amount of 79 million of Euros for a payment of 15
million Euros. The impact of this operation is included in the Caption Other Financial Income.
Financial expenses
Interest expense on financial debt 194,411 195,422
Bonds Buyback 17,882 16,525
Interest from derivative financial instruments 119,570 102,457
Derivative financial instruments 425,300 136,176
Unwinding of lease liabilities 5,874 4,949
Impairment on equity investments and shareholders loans (see note 20) 26,630 -
Other financial expenses 69,058 19,010
858,725 474,539
Financial income/(expenses) 791,703 984,777
On March 2022, EDP S.A. has bought an amount of 900 million Euros from the issue "EUR1.500.000.000 Fixed Rate Notes due Dec 2022",
booking a cost related to the transaction of 17,882 thousand Euros.
On December 2021, EDP S.A. has bought an amount of 150 million Euros from the issue "EUR1.000.000.000 Fixed Rate Notes due 2025",
booking a cost related to the transaction of 16,525 thousand Euros.
The caption Other financial income includes 14,911 thousand Euros related to nominal interests from bonds issued by EDP Finance B.V.,
repurchased by EDP S.A. (see notes 27 and 44). The effective interest of these instruments amounts to 1,111 thousand Euros (includes the
recognition of premium and transaction costs associated with the buyback transaction by the effective interest rate method).
The fluctuation on Other financial income and expenses, on an individual basis, is mainly explained by the impact of the foreign exchange of the
American Dollars.
As the EDP Group prepares and discloses its financial statements in accordance with IFRS, an alignment between the accounting of income tax
expense or income and the corresponding cash flow is not mandatory. Accordingly, this analysis does not represent the income tax paid or
received by the EDP Group for the correspondent reporting period.
The overall tax contribution borne by the EDP Group (which includes comments on the contributions paid to the respective states where the
Group operates), as well as other relevant information (such as EDP Group's tax footprint, specific taxation over energy sector and procedures to
control and manage adverse tax exposures), are disclosed on the annual Integrated Report, available on EDP website (www.edp.com).
The general principles concerning EDP Group's mission and tax policy are also addressed in the same report. This document also describes the
key principles with respect to transfer pricing policy applicable to the EDP Group, under which the Group's policy is to abide within the
international rules, guidelines and best practices applicable in the various geographies where it operates.
It should be noted that, as a multinational group, the EDP Group fully complies with the annual obligation of communication and report, which
results from the transposition to the Portuguese domestic Law of the disposals of Action 13 of the Base Erosion and Profit Shifting (named
Country-by-Country Reporting), as a part of a set of measures adopted by OECED and G20 countries to enhance transparency for tax
administrations. Furthermore, this obligation is fulfilled in Portugal by the parent company, within the deadlines foreseen by law.
Integrated Annual Report 2022 Financial Statements and Notes 279
Main features of the tax systems of the countries in which EDP Group operates
The statutory corporate income tax rates applicable in the main countries in which EDP Group operates are as follows:
EDP Group companies are taxed, whenever possible, on a Group consolidated basis as allowed by the tax legislation of the respective countries.
As per the applicable legislation, in general terms, tax periods may be subject to review and reassessment by the various tax authorities during a
limited number of years. Statutes of limitation differ from country to country, as follows: Portugal 4 years or, if tax losses or credits have been
used, the number of years that such tax losses or credits may be carried forward; Spain 4 years; USA and The Netherlands 3 years; and Brazil 5
years. In the remaining main jurisdictions, the deadline for review and reassessment by the various tax authorities ranges between 3 and 10
years.
Tax losses generated in each year are also subject to tax authorities' review and reassessment and may be used to offset yearly taxable income
assessed in the subsequent periods, in the main jurisdictions in which EDP is present, as follows: in Portugal 5 years (for tax losses of 2017 to
2019 and 2022, not being considered the years 2020 and 2021 for the purposes of this period); and 12 years (for tax losses of 2014 to 2016, the
years 2020 and 2021 are also not considered for the purposes of this count), and a reduction in the annual deduction limit as a percentage of
taxable income without term in the Netherlands, Spain, USA and Braziland. From 2023 onwards, in Portugal, there is no longer a time limit for
reporting tax losses (including those whose reporting period is in progress on 1 January 2023). Moreover, in the Netherlands the tax losses of a
given year may be used to recover current tax of the previous year with limitations. However, the deduction of tax losses in Portugal, Spain,
Netherlands, USA and Brazil may be limited to a percentage of the taxable income of each period or is subject to other limitations.
EDP Group companies may, in accordance with the law, benefit from certain tax benefits or incentives in specific conditions, namely the
Production Tax Credit in North America, which are the dominant form of wind remuneration in this country, and represent an extra source of
revenue per unit of electricity, over the first 10 years of the asset’s life. Wind facilities that qualify for the application of the Production Tax Credits
prior to 1 January 2017, benefit from 100% of the credit ($25/MWh in 2020 and in 2021, being adjusted to inflation in subsequent years). The
credit amount is reduced by 20% for wind facilities qualifying in 2017, 40% in 2018 and 60% in 2019. Additional legislation in 2020 and 2021
extended the aforementioned regime to wind facilities, with start of construction in 2020 or 2021, attributing 60% of the tax credit amount.
Additionally, EDP Group companies benefit from the Investment Tax Credit which avails solar projects to a credit based upon its capital
expenditures. This credit amount equates to 26% for projects that start construction before 2022 and 22% for projects starting construction in
2023 as long as these projects go into service by 2025.
In this context, governments in Romania and Poland have recently introduced emergency clawback mechanisms to restrict the revenues earned
by renewable energy producers and other market participants. In Romania, a 100% tax is applied on revenues over 450 RON/MWh as well as a
withholding tax on behalf of offtakers. In Poland, the clawback mechanism consists in a 100% tax on revenues above 345 PLN/MWh for wind
projects under Green Certificate (GC) scheme and the corresponding strike price for projects under CfD scheme. Lastly, during 2022 was
approved in Italy a retroactive increase of the windfall tax to 50% (previously set at 25%) that applied in 2022 to the portion of total income
determined for corporate income tax purposes that exceeds by, at least, 10% of the average total income determined for corporate income tax
purposes earned in the periods between 2018 and 2021 by producers and sellers of electricity, natural gas and petrol products. The amount of
this extraordinary contribution shall not exceed 25% of the equity value of the assets at the end of 2021.
The European Union Council Regulation 2022/1854 of 6 October 2022 consubstantiated on a European Union wide emergency intervention to
address high energy prices. While EDP Group fully acknowledges that the existing emergency situation required for extraordinary measures, the
Group also considers that (i) the principle of not taxing unrealized extra-profits should always prevail and (ii) the compatibility with existing,
legitimately implemented, risk management strategies, needs to be ensured. These requirements are necessary to avoid harming producers
that do not actually benefit from the current high electricity prices, due to having hedged, individually or at Group level, their revenues, against
fluctuations in the wholesale electricity market. These financial hedges follow the Group’s established low risk strategy to secure long term
revenues and to remove electricity prices volatility on the Group’s earnings.
EDP will pursue all legal actions at its disposal in order to challenge the legality of these measures.
Reconciliation between the theoretical and the effective income tax expense
The effective income tax rate is as follows:
Group Company
Thousand Euros Dec 2022 Dec 2021 Dec 2022 Dec 2021
Profit before tax and CESE 1,619,773 1,419,852 790,895 765,586
Income tax expense -398,490 -261,892 57,670 58,484
Effective income tax rate 24.6% 18.4% -7.3% -7.6%
The difference between the theoretical and the effective income tax expense results from the application of the law provisions, in the various
countries where EDP operates, in the determination of the taxable base, as demonstrated below.
The reconciliation between the theoretical and the effective income tax expense for the Group, in December 2022 and 2021, is as follows:
The caption Differences between accounting and fiscal provisions/depreciations includes, essentially, 52,099 thousand Euros related to the
permanent tax difference generated in the record of the impairment cost of Porto do Pecém Geração de Energia, S.A. and 35,732 thousand
Euros related to Windfall taxes in Europe.
Integrated Annual Report 2022 Financial Statements and Notes 281
The caption Accounting/fiscal differences on the recognition/derecognition of assets mainly includes the impacts inherent to transactions of
production and energy supply business assets, in the several geographies in which the Group operates as a result of its business activity (see
note 6).
The caption Different tax rates (includes state surcharge) and CIT rate changes mainly refer to the difference between the tax rates applicable
in the countries in which the EDP Group operates as compared to the tax rate used as reference for the theoretical income tax expense
calculation.
The caption Taxable differences attributable to non-controlling interests (North America) include the effect inherent in the attribution of taxable
income to non-controllable interests in EDPR Group in the USA, as determined by the tax legislation of that geography.
The reconciliation between the theoretical and the effective income tax expense for the Company, in 2022 and 2021, is as follows:
CESE is calculated based on the companies’ net assets as at 1 January, which comply, cumulatively, to: (i) property, plant and equipment; (ii)
intangible assets, except industrial property elements; and (iii) financial assets assigned to concessions or licensed activities. In the case of
regulated activities, CESE focuses on the value of regulated assets if it is higher than the value of those assets.
The general rate is 0.85%. However, in case of natural gas combined cycle power plants with an annual utilization equivalent of installed
capacity equal or higher to 1,500 hours and lower than 3,000 hours, is expected a reduced rate of 0.565%. Nevertheless, this rate could be
0.285% in case the annual utilization of installed capacity is lower than 1,500 hours.
The CESE system has been successively extended and is now valid for 2022 through Law nº 99/2021 of 31 December.
The capitalised costs for Property, plant and equipment for the period, except Land and natural resources, are as follows:
Additions mainly include the investment in wind and solar farms in North America, South America and Europe.
Depreciation and impairment includes impairment in combined cycle thermoelectric plants in Portugal in the amount of 125,406 thousand
Euros, impairment at the coal-fired power plant in Brazil in the amount of 218,665 thousand Euros and impairments in Colombia in the amount of
54,088 thousand Euros. Additionally, it reflects the reversal of impairments in Spain in the amount of 80,281 thousand Euros (see note 12).
Transfers include the transfer of some Europe onshore wind assets to non-current assets held for sale (see note 41).
The movement in Exchange differences in the period results mainly from the appreciation of US Dollar and Brazilian Real, against the Euro.
Perimeter Variations and Other mainly reflect: (i) the impact of the acquisitions of solar distributed generation portfolios in Southeast Asia,
including the effect of the assets purchase price allocation exercise, in the amount of 718,762 thousand Euros (see notes 6 and 49); (ii) the
increase of 70,779 thousand Euros related with the acquisition of a solar distributed generation portfolio in North America (see notes 6 and 49);
(iii) the impact of the sale of onshore wind portfolios in Brazil, Poland and Italy and of solar energy assets in North Amercia in the amount of
626,156 thousand Euros (see note 6); and (iv) the decrease of 94,026 thousand Euros due to the revision of the provision for dismantling and
decommissioning of electricity power plants estimation (see note 36).
Buildings Other
and other tangible
Thousand Euros Total
construct. assets
Gross amount 117,334 676 118,010
Accumulated depreciation and impairment losses 15,993 387 16,380
Carrying Amount at 31 December 2021 101,341 289 101,630
Additions include, essentially, new lease contracts registered, under IFRS16, in North America and Europe.
Perimeter Variations include an increase of 39.000 thousand Euros related with the acquisition of a solar distributed generation portfolio in
Southeast Asia (see notes 6 and 49), a decrease of 9,705 thousand Euros due to the sale of an operating wind portfolio located in Italy and a
decrease of 24,346 thousand Euros due to the sale of a solar portfolio in North America (see note 6).
Intangible
Concession CO2 Other assets
Thousand Euros rights Licenses intangibles in progress Total
Gross amount 12,375,147 213,938 2,161,821 203,996 14,954,902
Accumulated amortisation and impairment losses 9,444,968 - 752,441 - 10,197,409
Carrying Amount at 31 December 2021* 2,930,179 213,938 1,409,380 203,996 4,757,493
* Includes restatement originated by the change in the classification of Green Certificates as described in note 2a).
Integrated Annual Report 2022 Financial Statements and Notes 285
Intangible
Other assets
Thousand Euros intangibles in progress Total
Gross amount 203,204 69,009 272,213
Accumulated amortisation and impairment losses 139,553 - 139,553
Carrying Amount at 31 December 2021 63,651 69,009 132,660
Additions of CO2 Licenses includes 242,910 thousand Euros referring to CO2 Licenses granted free of charge to EDP Group power plants
operating in Portugal and Spain and 224,779 thousand Euros of licenses purchased in the market for own consumption. Disposals/Write-offs
essentially includes the delivery in April 2022 of the 2021 consumption licenses.
Additions of Intangible assets in progress essentially include the implementation and development of information systems projects.
Amortisation and impairment includes impairment at the coal-fired power plant in Brazil in the amount of 14,460 thousand Euros (see note 12).
Transfers essentially refer to the intangible assets assigned to concessions that became operational, in the amount of 306,160 thousand Euros
(see note 26).
Regarding Concession rights, the Perimeter Variations and Other mainly include the recognition of a concession right arising from the
acquisition of EDP Goiás. The amount recognized results from the assets purchase price allocation exercise, in accordance with the external
valuation report issued (see notes 6 and 49).
Additionally, Perimeter Variations and Other reflect the effect of the purchase price allocation exercise of distributed solar generation portfolio
assets acquired in Southeast Asia and North America, in the amounts of 198,771 thousand Euros and 20,667 thousand Euros, respectively (see
notes 6 and 49).
The capitalised costs of the period related to construction of intangible assets are included in own work capitalised in notes 7, 10 and 13.
19. Goodwill
Goodwill for the Group, resulting from the difference between the acquisition price and the fair value of the net assets acquired, at the acquisition
date, is organized by segment, and is as follows:
Client
Solutions &
Renewab. Networks Energy Total
Thousand Euros Manag.
Balance as at 1 January 2021 1,651,582 673,834 10,548 2,335,964
Increases 4,462 - 6,688 11,150
Decreases -15,160 - - -15,160
Impairment (see note 12) - - -4,987 -4,987
Exchange differences 52,412 - 7 52,419
Balance as at 31 December 2021 1,693,296 673,834 12,256 2,379,386
Increases 1,072,359 - 20,790 1,093,149
Decreases -52,478 - - -52,478
Exchange differences 49,065 - 106 49,171
Balance as at 31 December 2022 2,762,242 673,834 33,152 3,469,228
Integrated Annual Report 2022 Financial Statements and Notes 286
Renewables
EDP Renováveis, S.A. acquired a 100% stake in a distributed solar generation portfolio, Sunseap Group Pte. Ltd., located in Southeast Asia, for
an amount of 659,658 thousand Euros. This transaction has been framed within the scope of IFRS 3 - Business combinations and that has
implied the recognition of goodwill in the consolidated financial statements in the amount of 363,485 thousand Euros (see notes 6 and 49).
In the third quarter of 2022, Sunseap Group Pte. Ltd. acquired 99,99% of the companies Xuan Thien Ninh Thuan JSC and Xuan Thien Thuan
Bac JSC, for an amount of 202,298 thousand Euros. This transaction has been framed within the scope of IFRS 3 - Business combinations and
the purchase price allocation exercise carried out resulted in goodwill recognition in the amount of 21,236 thousand Euros (see notes 6 and 49).
EDP Renováveis, S.A. acquired, through a North American subsidiary, a 100% stake in a distributed solar generation portfolio, for an amount of
132,992 thousand Euros. This transaction has been framed within the scope of IFRS 3 – Business combinations and that has implied the
recognition of goodwill in the consolidated financial statements in the amount of 28,965 thousand Euros (see notes 6 and 49).
In the fourth quarter of 2022, EDP Renewables Europe, S.L.U. acquired a 100% stake in a solar generation portfolio, Kronos Solar Projects GmbH.
and its subsidiaries, for an amount of 663,030 thousand Euros. This business combination has resulted in the recognition of goodwill in the
amount of 651,657 thousand Euros, in accordance with IFRS 3 requirements (see notes 6 and 49).
The decreases include the impact of 51,761 thousand Euros resulting from the sale of an onshore wind portfolio in Spain (see note 6).
EDP Group segments based on which the Group monitors its activity are as follows (see note 51):
• Renewables - corresponds to the activity of producing electricity through renewable energy sources, with emphasis on hydro, wind and solar;
• Networks - corresponds to the electricity distribution and transmission activity, including regulated energy retailers;
• Client Solutions and Energy Management - includes the following activities: production of electricity using non-renewable energy sources,
with emphasis on coal and gas; commercialization of electricity and gas and energy solutions services to customers; and the intermediation
business responsible for managing the purchase and sale of energy in the Iberian and Brazilian markets, as well as for the respective hedging
operations;
For the purposes of these tests, the EDP Group has defined a set of assumptions to determine the recoverable amount of the main investments
by each cash generating unit, being presented by aggregation in each business units after the impairment tests carried out at each
subgroup/cash generating unit.
The future cash flows are based on the useful life of wind farms, solar and hydro assets. This projection also considers long-term energy sales
contracts and long-term energy price estimates, for assets with market exposure.
The main assumptions on which impairment tests are based are as follows:
- Regarding the production of wind and solar energy, the “net capacity factors” used for each cash-generating unit consider: (i) the installed
capacity and the forecast resulting from the studies on the occurrence of wind in the long term; and (ii) that regulatory mechanisms in almost all
geographies determine the production and priority of energy dispatch whenever weather conditions permit;
- Regarding hydro production, the “net capacity factors” used for each cash-generating unit consider: (i) the installed capacity and the forecast
for hydraulic production; and (ii) that the regulatory mechanisms in each geography;
Integrated Annual Report 2022 Financial Statements and Notes 287
- Energy remuneration: the approved or contracted remunerations were considered in the event of long-term energy sales contracts for the total
or partial useful life of the assets or remunerations determined by the regulatory framework in force in each geography. In the remaining cases,
the long-term market price curves projected by the Group were used based on past experience and internal models built on the basis of external
information sources;
- Operating costs: the land and maintenance contracts in force were used. The other operating costs were projected consistently based on the
experience acquired, on the Budget approved for the next year and taking into account internal analysis models;
- Terminal value: considered as a 15% of the initial investment in each wind farm, considering inflation; and
- Discount rate: the discount rates used are post-tax, reflect EDP Group’s best estimate of the risks specific to each CGU and range as follows:
2022 2021
Europe (EUR) 3.7% - 4.8% 2.9% - 4.0%
North America (USD) 5.7% - 7.1% 4.8% - 6.7%
Brazil (BRL) 7.9% - 9.6% 7.6% - 9.3%
Impairment tests were performed taking into account the regulatory changes in each country known at the end 2022.
The impairment tests carried out on Goodwill did not lead to any impairment registration.
The discount rates after taxes used in the networks segment for the purposes of impairment tests ranged between 3.8% (Spain) and 8.5%
(Brazil in BRL) (2021: between 3.2% and 7.4% respectively).
- Investment costs: the best available estimates of the investments to be made were used to ensure regular use of current assets, as well as those
resulting from legislative changes;
- Regarding operating costs, the projections made considered the current operating costs projected based on the historical experience
acquired, in the Budget approved for the next year and taking into account internal models of analysis;
- The most recent remuneration rates proposed by ANEEL and CNMC ("Comisión Nacional de los Mercados y la Competencia") were
considered, applying the updating mechanisms as provided for in the regulation;
- The projections for the electricity distribution businesses are based on long-term estimates of the various assumptions considered in the
analysis;
- The terminal value of the distribution assets corresponds to the present value of the net assets at the end of the concession ("Net Regulatory
Asset Base”).
Sensitivity analyzes were carried out on the results of the impairment tests carried out, namely at discount rates. The results of the sensitivity
analyzes carried out conclude that an increase of 50 basis points in the different discount rates, does not determine the existence of signs of
impairment in "goodwill" or concession rights.
On the date of transition to IFRS, EDP, S.A. ceased to apply the equity method of accounting to its investments in its separate financial
statements, having considered this method in the determination of the deemed cost at transition date.
The remaining variation in the caption Investments in subsidiaries results from capital increases carried out in some subsidiaries.
In the context of impairment tests carried out at EDP Group, the financial investments held by EDP, S.A. in subsidiaries are reviewed, based on
the higher of the value in use and the fair value less costs related to the sale. The main assumptions considered in the valuation models of the
main financial holdings in Portugal of EDP, S.A. are as follows:
- The discount rates used reflect the best estimate regarding the specific risks associated to each subsidiary activity within a range between
3.7% and 5.8% (2021: between 3.2% and 5.1%);
- For the activities subject to regulation, the remunerations currently in force and/or approved were considered, applying the updating
mechanisms as provided for in the regulation, and incorporates the expectation of renewal of the concessions currently in force and the best
estimate of CAPEX and the future regulatory framework;
- Fuel prices (brent, gas, coal and CO2 licenses) and electricity prices forecast were defined considering market expectations for future prices
and the application of internal models for building price curves, taking into account the regulatory framework in force and the best expectation
regarding its future evolution. Regarding fuel prices, the prices and clauses established in long-term supply contracts, including gas purchase
contracts, were also considered. Production assets were valued from a portfolio management perspective, without prejudice to an individual
analysis as to recoverability, based on the estimate of the evolution of the market share;
- The production estimates were based on an average hydrological year over the projection period for the hydroelectric plants, the estimated
evolution of demand, market share projections and current installed and under construction capacity, as well as the best estimate of the plants
to be decommission in the projection period;
- Additionally, other system costs are considered, such as: ISP and CO2 addition fee, CESE and other income;
- The operating costs considered were based on extrapolations from current operating costs based on the knowledge acquired in each activity.
The impairment tests led to the recording of an impairment on EDP GEM Portugal, S.A., for the amount of 12,100 thousand Euros in the equity
participation and 14,530 thousand Euros in shareholders loans (see note 13). There were no additional impairments, beside the one already
The assumptions used in the valuation models of EDP S.A.'s financial holdings in other geographies, as well as the respective sensitivity
analyses are described in note 19.
As at 31 December 2022, for the Group, this caption includes goodwill in investments in joint ventures of 8,047 thousand Euros (31 December
2021: 8,047 thousand Euros) and goodwill in investments in associates of 28,131 thousand Euros (31 December 2021: 27,647 thousand Euros).
The movement in Investments in joint ventures and associates, for the Group, is as follows:
Group Group
Thousand Euros Dec 2022 Dec 2021
Balance at the beginning of the period 1,350,445 940,362
Acquisitions/Entries 25,058 36,753
Increases/Decreases of share capital -929 456,186
Disposals -49,276 -10,224
Share of profit for the period and capital gains from disposals 208,587 80,086
Dividends -74,311 -50,077
Exchange differences 69,381 46,675
Cash flow hedging reserve 41,811 -5,376
Transfer to Assets held for sale (see note 41) 56,496 -149,182
Other -21,519 5,242
Balance at the end of the period 1,605,743 1,350,445
The caption Joint ventures and associates in the Consolidated Income Statement includes a positive amount of 208,473 thousand Euros from
result of these investments, a gain of 16,981 thousand Euros from the sale of the stake that EDP Renewables Europe, S.L.U had in Moray West
Holdings Limited and a gain of 13,764 thousand Euros from the sale of Hydro Global Investment Limited (see note 6).
The positive amount from the caption Transfer to Non Current Assets held for sale mainly results from: i) the reverse of the investments classified
as held for sale in 2021 for the Companhia Energética do Jari - CEJA and for Empresa Energia Cachoeira Caldeirão S.A., for the amount of
104,010 thousand Euros and 45,188 thousand Euros, respectively, because the selling negotiations were not successful; and ii) for the
reclassification to assets held for sale of EDP Ásia - Investimento e Consultadoria, Lda., for the amount of 92,702 thousand Euros (see note 41).
The movement in Exchange differences in the period results mainly from the appreciation of US Dollar and Brazilian Real, against the Euro.
The following table resumes the companies' financial information of joint ventures whose investment is included under the equity method in the
Group consolidated accounts, as at 31 December 2022:
The following table resumes the companies' financial information of joint ventures whose investment is included under the equity method in the
Group consolidated accounts, as at 31 December 2021:
The following table resumes the companies' financial information of associates whose investment is included in the Group consolidated
accounts under the equity method, as at 31 December 2022:
Other include companies with Financial Statements as of 31 December 2022, with the exception of companies that have no activity or are in
liquidation process. Additionally, Celesc is based on the Financial Statements disclosed to the market with reference to 30 September 2022.
Integrated Annual Report 2022 Financial Statements and Notes 292
The following table resumes the companies' financial information of associates whose investment is included in the Group consolidated
accounts under the equity method, as at 31 December 2021:
Parque Parque Principle
Celesc Eólico Eólico Power
Thousand Euros Belmonte Madero Inc. Other
Companies' financial information of associates
Non-Current Assets 382,241 17,817 44,111 17,311 49,127
Current Assets 18,870 5,054 24,124 15,510 60,128
Total Equity 389,778 9,512 41,178 23,723 34,795
Non-Current Liabilities 861 9,302 8,066 5,375 41,363
Current Liabilities 10,471 4,057 18,991 3,722 33,098
The column "Others" include companies with financial statements as of 31 December 2021, with the exception of companies that have no
activity or are in liquidation process. Additionally, Celesc is based on the Financial Statements disclosed to the market with reference to 30
September 2021.
As at 31 December 2022, the significant companies' financial information of joint ventures and associates presents the following reconciliation
of net assets proportionally attributed to EDP Group:
% Fair Value
Thousand Euros Equity EM Goodwill
Adjustments Other Net
Assets
Empresa de Energia São Manoel S.A. 313,436 33.33% - - - 104,481
Energética JARI - CEJA 184,141 50.00% 26,528 - -298 118,301
Flat Rock Windpower LLC 203,387 50.00% - - 9,354 111,047
Energia Cachoeira Caldeirão 99,263 50.00% 241 - - 49,872
Goldfinger Vento 153,491 50.00% -7,756 - - 68,989
OW Offshore, S.L. 1,079,549 50.00% -49,265 5,352 -4,935 490,929
Portfolio Vento XVII 202,561 20.00% 21,998 - - 62,510
Portfolio Vento XIX 101,026 20.00% 20,781 - - 40,986
Portfolio Vento XX 24,236 20.00% 29,188 - - 34,035
Sol V - Riverstart 194,623 20.00% 76 - - 39,001
Goldfinger Vento II 211,917 50.00% -12,610 - - 93,349
Centrais eléctricas de Santa
Catarina, S.A. - Celesc 520,225 29.90% - - -2,772 152,758
Parque Eólico de Belmonte, S.A. 15,136 29.90% - 1,726 - 6,251
Parque Eólico Sierra del Madero S.A. 51,374 42.00% - - - 21,577
Principle Power, Inc. 19,393 25.41% - 5,144 -2,924 7,148
Integrated Annual Report 2022 Financial Statements and Notes 293
As at 31 December 2021, the significant companies' financial information of joint ventures and associates presents the following reconciliation
of net assets proportionally attributed to EDP Group:
As at 31 December 2022 and 2021, commitments and contingent liabilities assumed by the Group in respect of its joint ventures and associates,
including its share of commitments assumed jointly with other investors, are disclosed by maturity as follows:
Capital outstanding by
maturity
Thousand Euros
Dec 2022 Dec 2021
Less than 1 year 315,451 250,656
From 1 to 3 years 15,109 7,560
From 3 to 5 years 3,635 2,376
More than 5 years 55,228 50,376
389,423 310,968
Commitments and contingent liabilities in respect of joint ventures and associates include EDPR commitments to provide funding to Offshore
projects and to the construction of solar farms facilities in USA, and to commitments assumed by EDP Brasil related to its joint ventures
operating obligations.
Under IFRS 13 (see note 45), equity instruments at fair value are classified into three levels of fair value: level 1 includes essentially financial
investments that are indexed to quoted market prices; level 2 includes the fund of stocks and bonds held by Energia RE; and level 3 covers all
other equity instruments at fair value. As at 31 December 2022, there are no equity instruments at fair value within level 1.
Integrated Annual Report 2022 Financial Statements and Notes 294
Other Comprehensive
Income Results
Mercer
and EDA Feedzai - Total
Dunas Other Electricid. Consult. Other
(Energ. RE dos Açores, e Inov.
Thousand Euros portfolio) Tecn., S.A.
S.A.
Balance as at 1 January 2021 89,821 27,290 15,286 46,814 5,537 184,748
Acquisitions - 1,137 - - 3,438 4,575
Disposals - -436 - -8,207 - -8,643
Change in fair value 5,990 2,851 769 - -526 9,084
Other variations - 174 - - 4 178
Balance as at 31 December 2021 95,811 31,016 16,055 38,607 8,453 189,942
Acquisitions - 25,591 - - 6,903 32,494
Disposals - -3,747 - - - -3,747
Change in fair value (see note 32) -12,749 248 494 - 6,588 -5,419
Other variations - 3,100 - - 48 3,148
Balance as at 31 December 2022 83,062 56,208 16,549 38,607 21,992 216,418
As at 31 December 2022, the fair value reserve of equity instruments measured at fair value through other comprehensive income attributable to
the Group is as follows:
In equity instruments measured at fair value through profit stands out: i) Feedzai - Consultadoria e Inovação Tecnológica, S.A., the fair value of
38,607 thousand Euros was determined according to the last transaction on the market; 2) EDA - Electricidade dos Açores, S.A., the fair value of
16,549 thousand Euros was determined according to the Dividend Discounted model. The sensitivity analysis, considering a reduction or
increase of 50bp in the discounted rate, determines a fair value of 18,8 million Euros and 14,8 million Euros, respectively.
During 2022 an increase in the fair value of the Equity Instruments through Profit and Losses, in the amount of 7,082 thousand Euros, was
booked against Profit or Loss (see notes 13 and 45).
The investment properties are mainly lands and buildings held to obtain rents or for capital appreciation and are not materially relevant.
On a consolidated basis, Accumulated depreciation and impairment losses in 2022 includes 289 thousand Euros related to charges of the
period (see note 12).
On an individual basis, Accumulated depreciation and impairment losses in 2022 includes 4,225 thousand Euros related to charges of the
period (see note 12). The variation in the caption Cost relates with the transfer of property, plant and equipment and right-of-use assets to
investment property of 19,814 thousand Euros (see notes 16 and 17).
The impairment tests carried out of Investment Properties are based on assessments using current market practices: the comparative method, in
cases where there is an active and comparable market, the income method, through discounted cash flows depending on the property income
and the cost method, which considers the market value of the land and the construction costs.
Integrated Annual Report 2022 Financial Statements and Notes 295
As at a 31 December 2021, on a consolidated basis, the movement by nature of Net Deferred Tax Assets and Liabilities are as follows:
Net Deferred Tax Assets
Perimeter
variations,
Balance at 1 Mov. exchange Balance at 31
Mov. Results
January Reserves differences December *
and
Thousand Euros others
Provisions for social benefits, bad debts and other risks 14,413 3,699 1,494 -8 19,598
Financial instruments 100,911 48,260 456,924 3,751 609,846
Property plant and equipment and intangible assets 366,868 -7,126 - 14,367 374,109
Reinvested gains 3,735 -30 - - 3,705
Financial and equity instruments at fair value 8,959 -1,711 - - 7,248
Tariff adjustments and tariff deficit 149,690 -134,161 -353 902 16,078
Allocation of fair value to assets and liabilities acquired 1,184,420 96,140 2,406 -170,497 1,112,469
Fiscal revaluations 54,737 -2,148 - - 52,589
Deferred income relating to CMEC 187,558 -2,893 - - 184,665
Gains from institutional partnerships in wind farms 344,092 10,580 55 29,183 383,910
Use of public property (Brazil) 7,737 -887 - 69 6,919
Fair value of financial assets (Brazil) 47,643 20,889 - 703 69,235
Other temporary differences 64,642 9,791 - 16,489 90,922
Assets/liabilities compensation of deferred taxes -1,664,163 -24,228 4,468 -258,292 -1,942,215
871,242 16,175 464,994 -363,333 989,078
On a Company basis, EDP, S.A. records the tax effect arising from temporary differences between the assets and liabilities determined on an
accounting basis and on a tax basis. As at 31 December 2022, on a Company basis, the movements by nature of Deferred Tax Assets and
Liabilities are as follows:
As at a 31 December 2021, on a Company basis, the movement by nature of Net Deferred Tax Assets and Liabilities are as follows:
Net Deferred Tax Assets
Balance
Mov. Balance at 31
at 1 Mov. Results Others
Reserves December
Thousand Euros
January
Tax losses and tax credits 139,397 19,879 - 3,802 163,078
Provisions for social benefits, bad debts and other risks 7,817 471 -143 -20 8,125
Financial instruments 28,596 - 196,949 - 225,545
Property plant and equipment 3,965 -1,940 - - 2,025
Other temporary differences 3,273 -3,069 - 42 246
Assets/liabilities compensation of deferred taxes -59,422 -302,379 - - -361,801
123,626 -287,038 196,806 3,824 37,218
Of the total of EDP Group’s tax losses available to carry forward as at 31 December 2022, the amount of 677,374 thousand Euros does not have
deferred tax asset, in accordance with the applicable accounting standards since, at the present date, there is still not sufficient visibility about
the future period in which such tax losses will be used.
Integrated Annual Report 2022 Financial Statements and Notes 298
25. Inventories
This caption is as follows:
Group
Thousand Euros Dec 2022 Dec 2021*
Merchandise 402,133 188,665
Finished, intermediate products and sub-products 37,284 42,890
Raw and subsidiary materials and consumables (coal and other fuels) 260,952 109,246
Nuclear fuel 14,446 14,764
CO2 licenses 30,875 79,960
Green certificates 172,658 157,532
Other 337,952 140,324
1,256,300 733,381
* Includes restatement originated by changing the classification of the Green Certificates as described in note 2a)
The variation of the caption Inventories is essentially explained by the increase in the quantity of stocks of gas, coal and photovoltaic solar
panels and the rise of gas prices.
The movements in the portfolio of CO2 Licenses held for trading and classified as inventories are as follows:
Group
CO2 (Ton) Dec 2022 Dec 2021
CO2 Licenses held for trading on 1 January 1,000,000 1,772,000
Licenses negotiated in the market 832,010 4,521,185
Emission Licenses transferred from trading portfolio to intangibles -1,449,798 -3,521,185
CO2 Licenses sold - -1,772,000
CO2 Licenses held for trading on 31 December 382,212 1,000,000
CO2 Licenses for trading on 31 December (in thousand Euros) 30,875 79,960
Fair value corresponds to the spot price (closing price) at the end of December in each period.
Integrated Annual Report 2022 Financial Statements and Notes 299
Contract assets:
Contract assets receivable from energy sales contracts 4 617 1,452,371 1,729,885
Contract assets receivable from concessions - IFRIC 12 729,520 921,412 - -
729,524 922,029 1,452,371 1,729,885
Other assets:
Incremental costs of obtaining contracts with customers 32,219 34,130 7,677 -
Other assets from commercial activities 30,250 29,557 107,684 163,310
62,469 63,687 115,361 163,310
3,772,126 2,668,506 4,888,220 5,928,004
At Company level, Debtors and other assets from commercial activities are as follows:
Current
Thousand Euros Dec 2022 Dec 2021
Assets measured at amortised cost:
Debtors for other goods and services 50,959 38,753
Other assets measured at amortised cost 1,119,557 252,319
Impairment losses on other assets measured at amortised cost - -2
1,170,516 291,070
Trade receivables at amortised cost:
Trade receivables 465,630 897,757
Impairment losses on trade receivables -210 -226
465,420 897,531
Contract assets:
Contract assets receivable from energy sales contracts 461,937 850,819
Other assets:
15,919 8,516
Other assets from commercial activities
2,113,792 2,047,936
Integrated Annual Report 2022 Financial Statements and Notes 300
The movement for the period in Amounts receivable from tariff adjustments - Electricity - Portugal (Non-current and Current) is as follows:
Non-Current Current
Thousand Euros
Balance as at 31 December 2021 7,811 626,318
Receipts through the electricity tariff - -65,848
Securitization of tariff deficit - -558,000
Tariff adjustment of the period (see note 7) 127,855 -
Tariff adjustment of 2021 and 2022 - 4,600
Financial expenses (see note 13) 3 108
Transfer to/from tariff adjustment payable (see note 38) 502,119 -188,942
Transfer from Non-Current to Current -196,730 196,730
Balance as at 31 December 2022 441,058 14,966
The tariff deficit securitization results from 4 individual transactions carried out during the first quarter of 2022, by SU Eletricidade, S.A., in the
total amount of Euro 558 million of the 2021 tariff deficit. This tariff deficit results from the 5-year deferral of the recovery of the 2021 overcost
related with the acquisition of energy from special regime generators (including adjustments for 2019 and 2020). In this sale transaction of
assets, SU Eletricidade, S.A., gave in fully and without recourse, the right to receive such amounts and interest. The sale price amounted to 562
million Euros.
The tariff adjustment for the period in the amount of 127,855 thousand Euros, mainly related to the amount to be recovered related to the
Purchase and Sale of Electricity for Customers Supply of SU Eletricidade, includes 188,942 thousand Euros to be recovered through 2023
tariffs, according to the provisional amount provided by the regulatory entity (see note 38) that has been reclassified to the caption Trade
payables and other liabilities from commercial activities. Additionally, the tariff adjustment for the period in the amount of 524,724 thousand
Euros presented in the caption Trade payables and other liabilities from commercial activities (see note 38) includes the component of Purchase
and Sale of PRE energy of SU Eletricidade in the amount of 525,109 thousand Euros (961,734 thousand Euros to be returned through the 2023
tariffs and 443,776 thousand Euros that has been reclassified to the caption Debtors and other assets from commercial activities, according to
the provisional amount provided by the regulatory entity).
As at 31 December 2022, the caption Assets measured at fair value through other comprehensive income includes the amount of the tariff
deficit classified and measured at fair value through other comprehensive income. According to IFRS 13, the tariff deficit fair value is classified
as level 2 (see note 45).
The following table provides details for the caption Amounts receivable from tariff adjustments - Electricity - Portugal, by nature and year of
establishment, as well as presents the amounts of tariff deficit that have been sold during the period ended 31 December 2022:
* The revisibility calculation for 2016 to 2017 is still waiting the official approval.
Integrated Annual Report 2022 Financial Statements and Notes 301
The movement of the period in the captions Amounts receivable from concessions - IFRIC 12 and Contract assets receivable from concessions -
IFRIC 12 is as follows:
Amounts Contract
Thousand Euros receivable assets
Balance as at 31 December 2021 1,902,673 921,412
Investments of the period - 624,732
Transfer to intangible assets (see note 18) - -306,160
Transfer between Amounts receivable and Contract assets 752,020 -752,020
Exchange differences 91,747 107,624
Perimeter variations and others 232,603 133,932
Balance as at 31 December 2022 2,979,043 729,520
The Perimeter variations and others in the caption Amounts receivable from concessions - IFRIC 12 includes the impact of the acquisition of EDP
Goiás in the amount of 205,376 thousand Euros (see notes 6 and 49).
The movements in Impairment losses on trade receivables and other assets measured at amortised cost are as follows:
The geographical market Trade receivables' breakdown and the credit risk analysis are disclosed in note 5, under the Counterparty credit risk
management.
As at 31 December 2022 and 2021, on a company basis, trade receivables are from Portugal geographical market.
Contract assets receivable from energy sales contracts - Current include contract assets relating to energy delivered and not yet invoiced,
amounts receivable from REN regarding the CMEC Revisibility of 2016 and 2017 which are awaiting approval, and accruals from UNGE's
energy management business. The impairment losses on Trade receivables includes impairment losses related to Contract assets receivable
from energy sales contracts.
Integrated Annual Report 2022 Financial Statements and Notes 302
Other assets:
Excess of the pension fund financing (see note 35) 92,694 13,268 410 42
Other debtors and sundry operations 422,562 675,918 90,078 89,654
1,924,510 1,841,147 3,080,145 3,745,567
Other assets:
Other debtors and sundry operations 368,689 407,565 23 -
3,371,795 2,810,855 4,202,640 5,816,675
5,296,305 4,652,002 7,282,785 9,562,242
Loans to subsidiaries - Non-Current and Current, for the Company, mainly includes 1,579,546 thousand Euros (31 December 2021: 1,503,659
thousand Euros) of loans granted to E-Redes – Distribuição de Eletricidade, S.A. (see note 44).
For the Loans to subsidiaries, EDP S.A. performs an analysis to evaluate impairment based on the general approach. The company uses several
inputs on making its assessment of the credit risk related to these assets, such as the analysis of the historical possible delays and/or
impairment losses indications, companies rating (when applicable) and market and macroeconomic data that may change the probability of
default and the expectation of delays in the receivable amounts. According to the analysis performed, as per 31 December 2022, impairment
was recognized on granted loans to EDP GEM Portugal, S.A. (see note 20).
The variation of the caption Loans to related parties - Current, on a consolidated basis, is mainly due to new loans granted to OW FS Offshore,
S.A. in the amount of 319,246 thousand Euros, being the total amount of loans granted 326,814 thousand Euros at 31 December 2022.
The variation in the item Guarantees rendered to third parties is essentially explained by the significant increase in electricity and gas prices,
which originated the need to reinforce collateral/collateral usually requested for transactions in these markets.
Integrated Annual Report 2022 Financial Statements and Notes 303
On a consolidated basis, this caption mainly includes securities issued by Tagus - Sociedade de Titularização de Créditos, SA, in the context of
the transmission of the right to receive tariff adjustments (deviations and deficits) from the National Electric System for credit securitisation
companies, acquired by SU Eletricidade, S.A. The detail of the balances arising from these operations is as follows:
On a company basis, this caption includes the bonds issued by EDP Finance B.V. reacquired on market by EDP S.A.
On November 2020, EDP S.A. has bought an amount of 53,357 thousand Euros of a private bond placement, issued by EDP Finance B.V.
On 1 July 2021, EDP S.A. has bought an amount of 647,040 thousand Euros of nominal debt, related with four bonds issued by EDP Finance B.V.
in a market operation, in the total amount of 675,544 thousand Euros. This amount includes a premium and transaction costs amounting to
22,901 thousand Euros and accrued interest as at the acquisition date.
During 2022, EDP Finance B.V. repaid, at maturity, in the first quarter an issue of 858 million Euros, of which EDP S.A. had already reacquired
142,141 thousand Euros and in the fourth quarter an issue of 93 million Euros, of which EDP S.A. had already reacquired 53,357 thousand Euros.
The variation of the caption Contingent prices mainly results from the reclassification from Non-Current to Current of the fair value of the
contingent consideration in connection with the sale in 2018 and 2020 of a stake in the companies Éoliennes en Mer Dieppe - Le Tréport, S.A.S
and Éoliennes en Mer Îles d'Yeu et de Noirmoutier, SAS to Sumitomo Corporation and to OW Offshore S.L.
The caption Other debtors and sundry operations - Non Current includes the financial consideration paid in advance in 2009 for the
exploitation of the hydro power plants of Fridão and other amounts invested in such hydro power plant (see note 4) and the amount receivable
from the sale of its 50% stake in Hydro Global Investment Limited to China International Water & Electric Corporation in December 2022 (see
notes 6 and 44).
The variation of the caption Other debtors and sundry operations - Current is mainly: i) due to the receivable amount for the sale of the
companies Eólica do Sincelo, S.A. and Eólica da Linha, S.A. in 2021, corresponding to 355,996 thousand Euros; ii) the reclassification of the
amount of 377,148 thousand Euros, previously recorded under Other debtors and sundry operations- Non-Current, which corresponds to
amounts receivable due to sale transactions of companies Rosewater Wind Farm LLC in 2020 and Indiana Crossroads Wind Farm LLC in 2021;
and iii) the amount to be received of 178,269 thousand Euros for the sale of several wind farms in Brasil in 2022.
Current:
Income tax 188,981 132,109 44,305 48,893
Value added tax (VAT) 516,010 295,789 149,058 44,659
Special taxes Brazil 87,004 93,624 - -
Other taxes 22,303 30,320 877 874
814,298 551,842 194,240 94,426
924,200 725,688 194,240 94,426
Integrated Annual Report 2022 Financial Statements and Notes 304
The Special taxes Brazil caption relates to the following taxes: CSLL (Social Contribution on net profits), PIS (Social integration programme) and
COFINS (Social Security Financing Contribution).
The increase in the income tax caption corresponds, mainly, to the amount related with the tax paid in the past for the sale of certain companies
which Directors and legal experts have estimated recoverable.
Bank deposits
Current deposits 3,553,609 2,572,979 1,445,638 1,177,071
Term deposits 1,331,823 458,386 450,000 -
Specific demand deposits in relation to institutional partnerships 1,633 314 - -
4,887,065 3,031,679 1,895,638 1,177,071
Operations pending cash settlement
Current deposits - - 600,000 140,000
Other operations
Other short term investments 12,504 205,623 - 200,178
Group Financial System (see note 44) - - 1,649,398 973,175
4,900,205 3,237,590 4,145,074 2,490,453
Specific demand deposits in relation to institutional partnerships corresponds to funds required to be held in escrow sufficient to pay the
remaining construction related costs of projects in institutional equity partnerships (see note 37), which are described in EDP Group accounting
policies.
As at 31 December 2022, on a company basis, the caption Operations pending cash settlement represents commercial paper issued by EDP
S.A. in the amount of 600,000 thousand Euros (31 December 2021: 140.000 thousand Euros), acquired by EDP Finance B.V., which settlement
date occurred on 3 January 2023.
On 11 May 2012, regarding EDP's eighth privatisation phase, the Portuguese State sold to China Three Gorges (Europe), S.A. (former - CWEI
(Europe), S.A.), the ownership of 780,633,782 shares representing 21.35% of the share capital and the voting rights of EDP, S.A.
On 21 February 2013, Parpública – Participações Públicas (SGPS) S.A. (Parpública) notified EDP that, on 19 February 2013, it sold 151,517,000
shares, which correspond to 4.14% of EDP's share capital.
As a result of these last two transactions, Parpública no longer has a qualified shareholding position in EDP share capital.
On 29 September 2017, China Three Gorges (Europe), S.A. acquired 70,143,242 shares representing around 1.92% of EDP's share capital and
voting rights. After this acquisition, an off-market transaction, CTG Europe became the holder of 850,777,024 shares.
On 11 August 2020, EDP made a capital increase by issuing 309,143,297 ordinary, book-entry and nominative shares, with a unit face value of 1
Euro, with a unit subscription price of 3.30 Euros, offered to subscription of its shareholders, in the exercise of the respective preemptive rights.
The new ordinary shares will be fungible with existing ordinary shares and will entitle their holders to the same rights as those of pre-existing
shares. As such, the current share capital of EDP is now of 3,965,681,012 Euros, represented by 3,965,681,012 ordinary, registered, book-entry
shares with nominal value 1,00 Euro each.
Integrated Annual Report 2022 Financial Statements and Notes 305
The earnings per share (EPS) attributable to the equity holders of EDP are as follows:
Group Company
Dec 2022 Dec 2021 Dec 2022 Dec 2021
Net profit attributable to the equity holders of EDP (in Euros) 679,000,835 656,716,781 848,564,985 824,069,863
Net profit from continuing operations attributable to the
equity holders of EDP (in Euros) 679,000,835 656,716,781 848,564,985 824,069,863
Weighted average number of ordinary shares outstanding 3,946,840,015 3,946,530,875 3,946,840,015 3,946,530,875
Weighted average number of diluted ordinary shares outstanding 3,946,840,015 3,946,530,875 3,946,840,015 3,946,530,875
Basic earnings per share attributable to equity holders of EDP (in Euros) 0.17 0.17 0.21 0.21
Diluted earnings per share attributable to equity holders of EDP (in Euros) 0.17 0.17 0.21 0.21
Basic earnings per share from continuing operations (in Euros) 0.17 0.17 0.21 0.21
Diluted earnings per share from continuing operations (in Euros) 0.17 0.17 0.21 0.21
EDP Group calculates basic and diluted earnings per share attributable to equity holders of EDP using the weighted average number of ordinary
shares outstanding during the period, net of changes in treasury stock during the period. Basic earnings per share and diluted earnings per share
are equal because there are no dilution factors.
Average number and diluted average number of shares during the period 3,946,840,015 3,946,530,875 3,946,840,015 3,946,530,875
EDP, S.A.
Volume acquired (number of shares) 250,000
Average purchase price (in Euros) 3.927
Total purchases (thousand Euros) 982
Volume sold (number of shares) i) -736,991
Average selling price (in Euros) 4.441
Total sales (thousand Euros) i) 3,273
Final position (number of shares) 18,616,167
Highest market price (in Euros) 4.441
Lowest market price (in Euros) 3,927
Average market price (in Euros) 4.311
The treasury stock held by EDP, S.A. is within the limits established by the Company's articles of association and by the "Código das
Sociedades Comerciais" (Portuguese Commercial Companies Code). Treasury stock is recognised at acquisition cost.
Legal reserve
In accordance with article no. 295 of "Código das Sociedades Comerciais" (Portuguese Commercial Companies Code) and EDP, S.A.'s articles
of association, the legal reserve must be increased by a minimum of 5% of the annual profit until it reaches 20% of the company’s share capital.
This reserve can only be used to cover losses or to increase share capital.
Fair value reserve (financial assets at fair value through other comprehensive income)
The changes in this consolidated caption for the period are as follows:
Fair Value Reserve
Balance Increases Decreases Perimeter Balance
Thousand Euros Dec 2021 variations Dec 2022
Defined Crowd Corporation (see note 22) 6,339 - -1,338 - 5,001
Mercer and Dunas Funds (Energia RE portfolio) (see note 22) 8,897 - -12,749 - -3,852
SU Eletricidade, S.A. tariff deficit (see note 26) 352 - - - 352
Eólicas Páramo de Poza (associate portfolio) - 7,761 - - 7,761
Other (see note 22) 5,817 4,162 -3,398 4 6,585
21,405 11,923 -17,485 4 15,847
Integrated Annual Report 2022 Financial Statements and Notes 307
Exchange rates
Dec 2 022 Dec 2021
Currency Close Average Close Average
US Dollar USD 1.067 1.053 1.133 1.183
Brazilian Real BRL 5.639 5.440 6.310 6.378
Macao Pataca MOP 8.566 8.492 9.098 9.469
Canadian Dollar CAD 1.444 1.369 1.439 1.483
Singapure Dollar SGD 1.430 1.451 1.528 1.589
Polish Zloty PLN 4.690 4.688 4.599 4.567
Romanian Leu RON 4.947 4.931 4.948 4.921
Pound Sterling GBP 0.887 0.853 0.840 0.860
Mexican Peso MXN 20.781 21.198 23.275 23.985
Colombian Peso COP 5,133.686 4,470.960 4,527.375 4,425.924
Chinese Yuan CNY 7.358 7.211 7.195 7.628
Korean Won KRW 1,344.090 1,358.073 1,346.380 1,354.057
Japanese Yen JPY 140.660 138.027 130.380 129.877
Australian Dollar AUD 1.579 1.516 1.561 1.575
Indonesian Rupiah IDR 16,474.654 15,625.767 16,100.420 16,914.316
Malaysian Ringgit MYR 4.692 4.629 4.718 4.900
Philippine Peso PHP 58.272 57.313 57.763 58.273
Thai Bath THB 36.648 36.869 37.653 37.809
Vietnamese Dong VND 25,182.430 24,601.278 25,851.600 27,078.746
Hungarian Forint HUF 400.870 391.286 369.190 358.516
The movement for the period in Exchange differences arising on consolidation is mainly due to the effect of the appreciation of the US Dollar and
the Brazilian Real against the Euro.
Net
Cost of
Thousand Euros investment
hedging
hedge
Balance as at 31 December 2021 -595,305 -42,953
Changes in fair value -261,854 -19,387
Transfer to income statement resulting from the sale of a foreign currency -3,222 -
subsidiary
Balance as at 31 December 2022 -860,381 -62,340
The caption Net investment hedge corresponds to the amounts resulting from the application of hedge accounting to investments in subsidiaries
in foreign currencies, mainly in EDPR North America subsidiaries, through financial derivative instruments (see note 42) and debt in foreign
currency. The caption Cost of hedging corresponds to the amounts determined in accordance with accounting policies (see note 2 d)).
Dividends
On 06 April 2022, the Shareholders General Meeting of EDP, S.A. approved the dividends distribution to shareholders of the net profit for the
year 2021 in the amount of 753,479 thousand Euros, corresponding to a dividend of 0.19 Euros per share (including the treasury stock dividend).
This distribution occurred on 28 April 2022.
Integrated Annual Report 2022 Financial Statements and Notes 308
EDP EDP
Renováveis Brasil Other Total
Thousand Euros
Group Group
Balance as at 31 December 2021 3,553,310 979,334 122,112 4,654,756
Results 362,018 83,921 44,809 490,748
Dividends -84,428 -117,616 - -202,044
Currency Exchange differences 72,587 94,305 -62 166,830
Capital Increases/Decreases -98,356 -47,228 -14 -145,598
Changes in the fair value reserve (cash flow hedge) -92,381 -78 - -92,459
Perimeter variations and Others 44,387 34,752 -213 78,926
Balance as at 31 December 2022 3,757,137 1,027,390 166,632 4,951,159
The summarised financial information for subsidiaries with material non-controlling interests, namely EDP Brasil and EDP Renováveis, as at 31
December 2022, is disclosed in the Annex I.
Group Company
Thousand Euros Dec 2022 Dec 2021 Dec 2022 Dec 2021
Debt and borrowings - Current
Bank loans:
- EDP, S.A 1,667 - 1,667 -
- EDP Finance B.V. 216 - - -
- EDP Brasil Group 153,853 120,154 - -
- EDP Renováveis Group 432,012 103,093 - -
587,748 223,247 1,667 -
Non-convertible bond loans:
- EDP S.A. 500,000 - 3,500,000 900,000
- EDP Finance B.V. 1,100,288 942,554 - -
- EDP Brasil Group 212,976 82,792 - -
1,813,264 1,025,346 3,500,000 900,000
Hybrid bonds:
- EDP, S.A. 672,800 - 672,800 -
672,800 - 672,800 -
Commercial paper:
- EDP S.A - - 1,690,000 620,000
- EDP Finance B.V. 750,475 - - -
- EDP Brasil Group 117,029 - - -
867,504 - 1,690,000 620,000
Other loans
- Group Financial System (see note 44) - - 2,195,726 2,348,605
- Other 3,804 1,395 - -
3,804 1,395 2,195,726 2,348,605
Non-current Commercial Paper refers to three Commercial Paper programs with firm underwriting commitment for a period of over one year, in
the total amount of 363,000 thousand US Dollars and 1,412,000 thousand Brazilian Real.
On 14 March, EDP issued a green bond of 1,250 million Euros with final maturity in September 2029, under the EMTN bond program.
On 4 August, EDP signed a five-year revolving credit facility (‘RCF’), with options to extend for 2 additional years (subject to Lenders’
agreement), in the amount of 3.650 million, which can be drawn in Euros and US Dollars. It is EDP's first sustainability-linked loan and includes
two ESG KPIs: reduction of scope 1 and 2 greenhouse gas emissions and an increase in the percentage of installed capacity from renewable
sources within EDP Group.
On 19 September, Porto de Pecém Geração de Energia issued its first commercial paper issuance of 1,500 million Brazilian Real, with maturity in
July 2027.
On 11 October, EDP issued, under the EMTN bond program, two green bonds of 500 million Euros and 500 million US Dollars, maturing in March
2030 and October 2027, respectively.
Integrated Annual Report 2022 Financial Statements and Notes 310
The nominal value of outstanding Bond loans placed with external counterparties, as at 31 December 2022, is as follows:
Nominal
Issue Interest Type Conditions/ Value in
Issuer
date rate of hedge Redemp. Million Thousand Euros
Currency Group Company
Hybrids by EDP S.A.
EDP S.A. (iv) Jan-19 Fixed rate EUR 4.496% (v) n.a. Apr-79 1,000 EUR 1,000,000 1,000,000
EDP S.A. (vi) Jan-20 Fixed rate EUR 1.7% (vii) n.a. Jul-80 750 EUR 750,000 750,000
EDP S.A. (viii) Jan-21 Fixed Rate EUR 1.875% (v) n.a. Aug-81 750 EUR 750,000 750,000
EDP S.A. (ix) Sep-21 Fixed Rate EUR 1.5% (v) n.a. Mar-82 750 EUR 750,000 750,000
EDP S.A. (x) Sep-21 Fixed Rate EUR 1.875% (xi) n.a. Mar-82 500 EUR 500,000 500,000
3,750,000 3,750,000
Issued under a Standalone Prospectus
EDP S.A. Nov-15 Fixed rate EUR 2,375% n.a. Nov-23 500 EUR 500,000 500,000
EDP S.A. Jun-16 Fixed rate EUR 2,875% n.a. Jun-26 400 EUR 400,000 400,000
EDP S.A. Jul-16 Fixed rate EUR 2,875% n.a. Jun-26 150 EUR 150,000 150,000
1,050,000 1,050,000
Issued under the Euro Medium Term Notes program (EMTN)
EDP Finance B.V.(i) Nov-08 Fixed rate GBP 8.625% Fair Value (i) Jan-24 325 GBP 410,314 -
EDP Finance B.V. Nov-08 Zero coupon EUR (iii) n.a. Nov-23 160 EUR 160,000 -
EDP Finance B.V.(i) Apr-15 Fixed rate EUR 2% Fair Value (i) Apr-25 750 EUR 750,000 -
EDP Finance B.V.(ii) Mar-16 Fixed rate EUR 2.375% n.a. Mar-23 489 EUR 488,832 -
EDP Finance B.V.(i)(ii) Aug-16 Fixed rate EUR 1.125% Net Invest. (i) Feb-24 744 EUR 743,804 -
EDP Finance B.V.(ii) Jan-17 Fixed rate EUR 1.875% n.a. Sep-23 462 EUR 462,465 -
EDP Finance B.V. Jun-17 Fixed rate USD 3.625% Net Invest. Jul-24 1000 USD 937,559 -
EDP Finance B.V. Nov-17 Fixed rate EUR 1.5% Net Invest.(i)(xii) Nov-27 500 EUR 500,000 -
EDP Finance B.V. Jun-18 Fixed rate EUR 1.625% n.a. Jan-26 750 EUR 750,000 -
EDP Finance B.V. Oct-18 Fixed rate EUR 1.875% n.a. Oct-25 600 EUR 600,000 -
EDP Finance B.V. Sep-19 Fixed rate EUR 0.375% Net Invest.(i)(xii) Sep-26 600 EUR 600,000 -
EDP S.A. Apr-20 Fixed rate EUR 1.625% n.a. Apr-27 750 EUR 750,000 750,000
EDP Finance B.V. Sep-20 Fixed rate USD 1.71% Net Invest. Jan-28 850 USD 796,925 -
EDP Finance B.V. Mar-22 Fixed rate EUR 1.875% Net Invest.(i)(xii) Sep-29 1.250 EUR 1,250,000 -
EDP Finance B.V. Oct-22 Fixed rate EUR 3.875% Net Invest. (i) Mar-30 500 EUR 500,000 -
EDP Finance B.V. Oct-22 Fixed rate USD 6.3% Net Invest. Oct-27 500 USD 468,779 -
10,168,678 750,000
(i) These issues by EDP Finance B.V. are associated with interest rate swaps and/or currency swaps;
(ii) Consolidated nominal value after the repurchase of securities by EDP - Energias de Portugal, S.A.;
(iii) These issues correspond to private placements;
(iv) There is a call option exercisable at par by EDP at January 2024 and subsequently, on each interest payment date. Part of this issue was
repurchased in January 2023 (see note 46);
(v) Fixed rate in the first 5,25 years, subsequently updated every 5 years;
(vi) There is a call option exercisable at par by EDP at April 2025 and July 2025 and subsequently, on each interest payment date;
(vii) Fixed rate in the first 5,5 years, subsequently updated every 5 years;
(viii) There is a call option exercisable at par by EDP from May 2026 until August 2026 and subsequently, on each interest payment date;
(ix) There is a call option exercisable at par by EDP from December 2026 until March 2027 and subsequently, on each interest payment date;
(x) There is a call option exercisable at par by EDP from June 2029 until September 2029 and subsequently, on each interest payment date;
(xi) Fixed rate in the first 7.75 years, subsequently updated every 5 years;
(xii) These issues by EDP Finance B.V. are partially associated with interest rate and currency swaps.
Integrated Annual Report 2022 Financial Statements and Notes 311
Nominal
Issue Interest Type Conditions/ Value in
Issuer
date rate of hedge Redemp. Million Thousand Euros
Currency Group Company
Issued by the EDP Energias do Brasil Group in the Brazilian domestic market
Energias do Brasil Sep-15 IPCA + 8.7608% n.a. Sep-24 45 BRL 7,948 -
EDP Espírito Santo Aug-18 IPCA + 5.91% n.a. Jul-25 242 BRL 42,955 -
EDP São Paulo Aug-18 IPCA + 5.91% n.a. Aug-25 331 BRL 58,781 -
EDP Transmissão Oct-18 IPCA + 6.72% n.a. Oct-28 1,518 BRL 269,128 -
Enerpeixe Dec-18 112.48% CDI n.a. Nov-23 255 BRL 45,224 -
EDP Espírito Santo Apr-19 106.9% CDI n.a. Mar-24 300 BRL 53,205 -
EDP São Paulo Apr-19 107.5% CDI n.a. Mar-24 200 BRL 35,470 -
EDP Transmissão Aug-19 IPCA + 4.45% n.a. Jul-39 1,087 BRL 192,699 -
EDP São Paulo Feb-21 IPCA + 3.91% n.a. Jan-26 796 BRL 141,119 -
EDP Espírito Santo Feb-21 IPCA + 3.26% n.a. Jul-25 576 BRL 102,083 -
Enerpeixe Mar-21 CDI + 1.75% n.a. Mar-26 275 BRL 48,771 -
Lajeado Energia Jun-21 CDI + 1.05% n.a. Jun-24 150 BRL 26,602 -
EDP São Paulo Aug-21 CDI + 1.25% n.a. Jul-26 350 BRL 62,072 -
EDP Espírito Santo Aug-21 CDI + 1.25% n.a. Jul-25 400 BRL 70,939 -
EDP Transmissão Nov-21 CDI + 1,10% n.a. Nov-23 525 BRL 93,108 -
EDP São Paulo Dec-21 CDI + 1,38% n.a. Dec-26 450 BRL 79,807 -
PCH Leopoldina Jan-22 CDI + 1.52% n.a. Jan-24 700 BRL 124,144 -
Lajeado Energia May-22 CDI + 1.45% n.a. May-25 200 BRL 35,469 -
EDP São Paulo Jun-22 CDI + 1.20% n.a. May-27 450 BRL 79,807 -
EDP Espírito Santo Jun-22 CDI + 1.20% n.a. May-27 270 BRL 47,884 -
1,617,215 -
16,585,893 5,550,000
Some of the loans contracted by the EDP Group, mainly debt issued under the EMTN, include some usual clauses in this type of operations,
namely, "change-of-control", "negative pledge", "pari-passu" and "cross-default" clauses, each one only applicable under a restricted set of
circumstances.
The Group has project finance loans with the usual guarantees for such loans, namely pledges or promissory pledges over shares, bank
accounts and assets relating to the projects. As at 31 December 2022, these loans amounted to 1,097,179 thousand Euros (31 December 2021:
843,778 thousand Euros) included in financial debt caption. At 31 December 2022, the Group confirms the fulfillment of all the covenants of the
Project Finance Portfolio under the Facilities Agreements. Additionally, there are 16,111 thousand Euros of other loans that are guaranteed by
EDPR (31 December 2021: 17,329 thousand Euros).
EDP Group has several credit facilities it uses for liquidity management. EDP Group has short-term credit facilities of 255 million Euros, indexed
to Euribor for the agreed period of use with spread conditions agreed in advance, all with a firm underwriting commitment. Regarding medium-
term credit facilities with a firm underwriting commitment, EDP Group has two Revolving Credit Facilities, namely (i) 3,650 million Euros that
mature in 2027, totally available as at 31 December 2022; and (ii) 2,240 million Euros, of which 2,095 million Euros mature in 2025 while the
remaining amount matures in 2023, totally available as at 31 December 2022.
Integrated Annual Report 2022 Financial Statements and Notes 312
As at 31 December 2022, future debt and interest payments and origination fees, by type of loan and currency, are as follows:
Following
Thousand Euros Dec 2023 Dec 2024 Dec 2025 Dec 2026 Dec 2027 years Total
Bank loans:
Euro 304,500 26,891 13,422 - - 370 345,183
Brazilian Real 168,190 82,457 26,388 17,296 19,698 200,924 514,953
US Dollar 55,812 220,377 21,825 22,727 23,410 219,554 563,705
Other 89,669 44,513 38,413 32,664 25,046 219,285 449,590
618,171 374,238 100,048 72,687 68,154 640,133 1,873,431
Bond loans:
Euro 1,717,074 1,121,289 1,350,000 1,900,000 1,250,000 1,750,000 9,088,363
Brazilian Real 252,648 338,293 546,292 209,361 64,845 259,899 1,671,338
US Dollar 28,177 937,559 - - 468,779 796,925 2,231,440
1,997,899 2,397,141 1,896,292 2,109,361 1,783,624 2,806,824 12,991,141
Hybrid Bonds:
Euro 726,552 - - - - 3,077,200 3,803,752
726,552 - - - - 3,077,200 3,803,752
Commercial paper:
Euro 645,000 - - - - - 645,000
Brazilian Real 117,029 104,685 51,480 51,480 42,784 - 367,458
US Dollar 108,384 - 339,865 - - - 448,249
870,413 104,685 391,345 51,480 42,784 - 1,460,707
Other loans:
Euro 1,582 1,011 1,031 1,304 1,073 10,955 16,956
Brazilian Real 1,339 - - - - 11,364 12,703
Other 1,306 1,616 753 753 753 5,493 10,674
4,227 2,627 1,784 2,057 1,826 27,812 40,333
As at 31 December 2021, future debt and interest payments and origination fees, by type of loan and currency, are as follows:
Following
Thousand Euros Dec 2022 Dec 2023 Dec 2024 Dec 2025 Dec 2026 years Total
Bank loans:
Euro 31,420 31,096 25,224 12,292 324 445 100,801
Brazilian Real 115,418 146,825 51,194 42,088 24,321 203,512 583,358
US Dollar 65,853 18,037 20,274 20,614 21,479 233,449 379,706
Other 25,694 16,471 20,010 10,015 5,021 140,643 217,854
238,385 212,429 116,702 85,009 51,145 578,049 1,281,719
Bond loans:
Euro 1,060,831 1,611,297 1,150,773 1,350,000 1,900,000 1,250,000 8,322,901
Brazilian Real 120,986 166,543 191,470 409,168 140,793 222,959 1,251,919
US Dollar 20,355 - 882,924 - - 750,486 1,653,765
1,202,172 1,777,840 2,225,167 1,759,168 2,040,793 2,223,445 11,228,585
Hybrid Bond:
Euro 48,081 - - - - 3,750,000 3,798,081
48,081 - - - - 3,750,000 3,798,081
Commercial paper:
Brazilian Real - 55,467 47,543 - - - 103,010
In accordance with the Group's accounting policies, the financial liabilities whose risks are being hedged by derivative financial instruments and
that comply with hedge accounting requirements of IFRS 9, are accounted at fair value. The financial liabilities are booked at amortised cost.
Integrated Annual Report 2022 Financial Statements and Notes 313
The movement in Provisions for employee benefits liabilities for EDP Group is as follows:
The components of the consolidated net cost of the pension plans recognised during the period are as follows:
Dec 2022
Thousand Euros Portugal Spain Brazil Group
Current service cost (see note 10) 3,870 181 -160 3,891
Past service cost (Curtailment/Plan amendments) (see note 10) 2,243 - - 2,243
Operational component 6,113 181 -160 6,134
Net interest on the net pensions plan liability (see note 13) 869 59 4,204 5,132
Financial component 869 59 4,204 5,132
6,982 240 4,044 11,266
Dec 2021
Thousand Euros Portugal Spain Brazil Group
Current service cost (see note 10) 5,569 - -348 5,221
Past service cost (Curtailment/Plan amendments) (see note 10) 6,844 - - 6,844
Operational component 12,413 - -348 12,065
Net interest on the net pensions plan liability (see note 13) 563 1 2,736 3,300
Financial component 563 1 2,736 3,300
12,976 1 2,388 15,365
Integrated Annual Report 2022 Financial Statements and Notes 314
The components of the consolidated net cost of the medical and other benefits plans recognised during the period are as follows:
Dec 2022
Thousand Euros Portugal Spain Brazil Group
Current service cost (see note 10) 2,964 2,363 320 5,647
Past service cost (Curtailment/Plan amendments) (see note 10) 65 988 - 1,053
Operational component 3,029 3,351 320 6,700
Net interest on the net medical liabilities and
other benefits (see note 13) 2,748 2,985 9,252 14,985
Financial component 2,748 2,985 9,252 14,985
5,777 6,336 9,572 21,685
Dec 2021
Thousand Euros Portugal Spain Brazil Group
Current service cost (see note 10) 4,482 1,995 390 6,867
Past service cost (Curtailment/Plan amendments) (see note 10) 200 8,269 - 8,469
Operational component 4,682 10,264 390 15,336
Net interest on the net medical liabilities and
other benefits (see note 13) 2,298 3,429 7,563 13,290
Financial component 2,298 3,429 7,563 13,290
6,980 13,693 7,953 28,626
In accordance with accounting policies - note 2 m), the EDP Group opted, upon transition to IFRS, to charge to reserves, the total amount of the
deferred actuarial losses existing at that date, for the several employee benefits plans. The impact in reserves at 31 December 2004 amounted
to 1,162,000 thousand Euros. In the following periods, actuarial gains and losses were recognised directly in reserves. As at 31 December 2022
gains of 285,544 thousand Euros (31 December 2021: gains of 53,042 thousand Euros).
The weighted average duration of the defined benefit liabilities in Portugal is 10 years.
Integrated Annual Report 2022 Financial Statements and Notes 315
(a) Employees entitled to early retirement, as stated in the Collective Labour Agreement: 37 years of service with at least
61 years of age or 40 years of service at any age;
(b) 5.35% for 2023 and 2.55% for the remaining years;
(c) 4.30% for 2023 and 2.30% for the remaining years;
(d) 9.71% in the first year, decreasing linearly to 5.57% in 2031;
(e) Increase according to the annual increase rate of medical service costs after 2023;
(f) 2.30% for 2022 and 1.95% for the remaining years;
(g) 1.00% for 2022 and 1.70% for the remaining years;
(h) 9.45% in the first year, decreasing linearly to 5.32% in 2030;
(i) Increase of 0.34% for 2023 and increase according to inflation after that date.
The discount rates used for the EDP Group pension plan were selected based on an analysis of the rates of return available on the date for the
high quality corporate bonds. Bonds with maturities and ratings considered appropriate were selected considering the amount and the periods
that the benefits are expected to be paid.
As at 31 December 2022 the amount of future benefits expected to be paid, related to the activity in Portugal, Spain and Brazil, is as follows:
In 2022, the benefits paid by the funds in Portugal amounted 76,654 thousand Euros (31 December 2021: 77,590 thousand Euros) and in Brazil
amounted to 18,931 thousand Euros (31 December 2021: 13,850 thousand Euros). The contributions made to the Pension funds in Brazil
amounted to 6,188 thousand Euros (31 December 2021: 1,640 thousand Euros), which were fully paid in cash.
Integrated Annual Report 2022 Financial Statements and Notes 316
Following the decision and implementation of the autonomisation of the Medical Plan and Death Subsidy Plan in Portugal, EDP Group has made
contributions of 34,560 thousand Euros in 2022 (31 December 2021: 11,520 thousand Euros). In the following years, until the end of 2027 and in
the scenario where the liabilities associated with the mentioned plans are not 100% financed, the Group estimates to make additional
contributions in the approximate total amount of 104 million Euros, in line with the financing plan approved by Insurance and Pension Funds
Supervisory Authority (ASF) (see note 44).
The Pension Plans in Portugal, Spain and Brazil are subject to several risks, in which are included the risk of changes in market rates (which
impacts the discount rate and the fixed rate of return rate on assets), the risk of changes on the expected lifetime of plan participants, the risk of
changes on the pension increase rate and the risk of changes on the social security pension increase, to which are made the following sensitivity
analysis for the liabilities at the end of the period:
The solvency level of the fund for the financing of pension plan liabilities in Portugal may vary not only from the risks described above, but also
from the performance of the different classes of assets that comprise it. Considering the nature of the defined benefit of the plan and despite the
fund's low risk profile (mostly composed of fixed income assets), the joint materialization of adverse risks (including those above referred) may
lead to the need for additional contributions to the fund.
The medical care and other benefits Plans in Portugal, Spain and Brazil are subject to several risks, in which are included the risk of changes in
market rates (which impacts the discount rate and the fixed rate of return rate on assets), the risk of changes in the health care costs and the risk
of changes on the expected lifetime of plan participants, to which are made the following sensitivity analysis for the liabilities at the end of the
period:
The level of solvency of the fund for the financing of post-employment medical care liabilities in Portugal may vary not only from the risks
described above, but also from the performance of the different classes of assets that comprise it. Considering the nature of the defined benefit
of the plan and despite the fund's low risk profile (mostly composed of fixed income assets), the joint materialization of adverse risks (including
those above referred) may lead to changes in the financing plan approved by ASF.
The portfolio of shares and bonds have a quoted market price in an active market.
Properties included in the fund, that are being used by the Group amount to 178,866 thousand Euros as at 31 December 2022 (31 December
2021: 180,950 thousand Euros). Bonds includes 3,534 thousand Euros (31 December 2021: 4,919 thousand Euros) relating to bonds issued by
EDP Finance B.V. and EDP, S.A.
The real return rate on assets of the pension Fund in 2022 was negative in 7.84% (2021: positive in 9.40%).
Integrated Annual Report 2022 Financial Statements and Notes 317
The portfolio of shares and bonds have a quoted market price in an active market.
The number of participants covered by the pension plans and similar obligations is as follows:
2022 2021
Portugal Spain Brazil Portugal Spain Brazil
Retirees and pensioners 17,379 660 1,509 18,022 809 1,484
Active workers 2,080 51 413 2,260 75 432
19,459 711 1,922 20,282 884 1,916
The liability for retirement pensions and related coverage for the Group is as follows:
Dec 2022
Thousand Euros Portugal Spain Brazil Group
Liability at the end of the period 933,961 2,198 232,048 1,168,207
Plan assets at the end of the period -716,587 - -237,197 -953,784
Surplus pension funding (see note 27) 89,349 - - 89,349
Asset ceiling - - 42,425 42,425
Provision at the end of the period 306,723 2,198 37,276 346,197
Dec 2021
Thousand Euros Portugal Spain Brazil Group
Liability at the end of the period 1,266,282 3,814 207,893 1,477,989
Plan assets at the end of the period -838,755 - -197,353 -1,036,108
Surplus pension funding (see note 27) 13,267 - - 13,267
Asset ceiling - - 31,753 31,753
Provision at the end of the period 440,794 3,814 42,293 486,901
The evolution of the present value of the plan liability and fair value of the plan assets of the related Funds is as follows:
The experience adjustments (effects of the differences between the previous actuarial assumptions and what has really occurred) for the
Pension Funds in Portugal and Brazil are as follows:
Thousand Euros 2022 2021 2020 2019 2018
Portugal
Experience adjustments for the Plan liabilities -22,796 55,794 61,193 -46,993 -91,575
Experience adjustments for the Plan assets 71,073 -79,211 -6,662 60,914 -37,567
Brazil
Experience adjustments for the Plan liabilities 16,644 20,759 34,478 -4,974 -6,090
Experience adjustments for the Plan assets -7,471 9,339 13,554 41,036 8,182
Integrated Annual Report 2022 Financial Statements and Notes 318
The past service liability of the pension plans for the Group is as follows:
Dec 2022
Thousand Euros Portugal Spain Brazil Group
Liability at the beginning of the period 1,266,282 3,814 207,893 1,477,989
Current service cost 3,870 181 -160 3,891
Net interest on the pensions plan liability 6,083 59 23,659 29,801
Benefits paid -165,959 -2,716 -19,367 -188,042
Past service cost (Curtailment/Plan amendments) (see note 10) 2,243 - - 2,243
Actuarial (gains)/losses -178,507 860 -5,835 -183,482
Transfers, reclassifications and exchange differences -51 - 25,858 25,807
Liability at the end of the period 933,961 2,198 232,048 1,168,207
Dec 2021
Thousand Euros Portugal Spain Brazil Group
Liability at the beginning of the period 1,353,388 23,945 210,725 1,588,058
Current service cost 5,569 - -348 5,221
Net interest on the pensions plan liability 3,729 1 17,381 21,111
Benefits paid -178,260 -71 -15,834 -194,165
Past service cost (Curtailment/Plan amendments) 6,844 - - 6,844
Actuarial (gains)/losses 75,137 -12 -6,027 69,098
Transfers, reclassifications and exchange differences -125 -20,049 1,996 -18,178
Liability at the end of the period 1,266,282 3,814 207,893 1,477,989
Dec 2022
Thousand Euros Portugal Brazil Group
Assets value at the beginning of the period 838,755 197,353 1,036,108
Group contribution - 6,188 6,188
Plan participants contributions - 239 239
Benefits paid -56,309 -18,931 -75,240
Interest on the pensions plan assets 5,214 19,455 24,669
Actuarial gains/(losses) -71,073 6,611 -64,462
Transfers, reclassifications and exchange differences - 26,282 26,282
Assets value at the end of the period 716,587 237,197 953,784
Dec 2021
Thousand Euros Portugal Brazil Group
Assets value at the beginning of the period 814,128 202,088 1,016,216
Group contribution - 1,640 1,640
Plan participants contributions - 211 211
Benefits paid -57,750 -13,850 -71,600
Interest on the pensions plan assets 3,166 14,645 17,811
Actuarial gains/(losses) 79,211 -9,339 69,872
Transfers, reclassifications and exchange differences - 1,958 1,958
Assets value at the end of the period 838,755 197,353 1,036,108
The caption Asset ceiling refers to the unrecognised assets in the respective accounting periods. The reconciliation between the opening
balance and the closing balance is as follows:
Group
Thousand Euros Dec 2022 Dec 2021
Asset ceiling at the beginning of the period 31,753 28,156
Effect of changes in restricted net assets of benefits to the asset ceiling 4,328 1,234
Exchange differences 6,344 2,363
Asset ceiling at the end of the period 42,425 31,753
The number of participants covered by the medical and other benefits plans is as follows:
2022 2021
Portugal Spain Brazil Portugal Spain Brazil
Retirees and pensioners 17,379 2,887 2,755 17,563 3,015 2,819
Active workers 5,733 1,102 845 5,663 466 937
23,112 3,989 3,600 23,226 3,481 3,756
Integrated Annual Report 2022 Financial Statements and Notes 319
The provision for medical liabilities and other benefits and related coverage for the Group is as follows:
Dec 2022
Thousand Euros Portugal Spain Brazil Group
Liability at the end of the period 597,628 169,226 100,861 867,715
Plan assets at the end of the period -446,190 - - -446,190
Surplus pension funding 3,344 - - 3,344
Provision at the end of the period 154,782 169,226 100,861 424,869
Dec 2021
Thousand Euros Portugal Spain Brazil Group
Liability at the end of the period 806,641 203,978 92,432 1,103,051
Plan assets at the end of the period -470,152 - - -470,152
Provision at the end of the period 336,489 203,978 92,432 632,899
The evolution of the present value of the liability for Medical care and other benefits for the Group is as follows:
The experience adjustments (effects of the differences between the previous actuarial assumptions and what really occurred) for the medical
and other benefits Liabilities in Portugal and Brazil and for the Plan Assets in Portugal are as follows:
The past service liability of medical and other benefits plans for the Group is as follows:
Dec 2022
Thousand Euros Portugal Spain Brazil Group
Liability at the beginning of the period 806,641 203,978 92,432 1,103,051
Current service cost 2,964 2,363 320 5,647
Net interest on the net medical liabilities and other benefits 6,766 2,985 9,252 19,003
Benefits paid -31,954 -18,659 -8,327 -58,940
Past service cost (Curtailment/Plan amendments) (see note 10) 65 988 - 1,053
Actuarial (gains)/losses -186,844 -22,212 -3,991 -213,047
Transfers, reclassifications and exchange differences -10 -217 11,175 10,948
Liability at the end of the period 597,628 169,226 100,861 867,715
Dec 2021
Thousand Euros Portugal Spain Brazil Group
Liability at the beginning of the period 833,506 212,451 103,812 1,149,769
Current service cost 4,482 1,995 390 6,867
Net interest on the net medical liabilities and other benefits 5,047 3,429 7,563 16,039
Benefits paid -32,989 -45,974 -6,497 -85,460
Past service cost (Curtailment/Plan amendments) (see note 10) 200 8,269 - 8,469
Actuarial (gains)/losses -3,605 606 -11,854 -14,853
Transfers, reclassifications and exchange differences - 23,202 -982 22,220
Liability at the end of the period 806,641 203,978 92,432 1,103,051
The evolution of the consolidated assets of the Medical care and Other subsidies in Portugal is as follows:
36. Provisions
Provisions are as follows:
Non-Current Current
Thousand Euros Dec 2022 Dec 2021 Dec 2022 Dec 2021
Provision for legal and labour matters and other contingencies 123,230 98,351 2,510 3,067
Provision for customer guarantees under current operation - - 2,092 57,233
Provision for dismantling and decommissioning 498,694 560,007 8,500 8,615
Provision for other liabilities and charges 300,135 318,230 38,183 41,404
922,059 976,588 51,285 110,319
With reference to 31 December 2022, the movement by nature of the Provisions item at the EDP Group level is presented as follows:
Guarantees
customers
Legal, in the Dismantling
labour and context of Other risks
other current Decommi-
Thousand Euros matters activity ssioning and charges Total
Balance as at 1 January 2021 100,316 21,691 566,170 566,082 1,254,259
Perimeter variations -1,647 - -18,748 -651 -21,046
Charge for the period 14,758 - - 58,871 73,629
Reversals -9,430 - - -3,689 -13,119
Charge-off for the period -14,293 - -20,023 -46,464 -80,780
Unwinding 13,749 - 3,753 1,771 19,273
Increase of the responsibility - - 29,525 - 29,525
Onerous contracts - 35,542 - - 35,542
Innovative Features Charge-off - - - -69,374 -69,374
Overcompensation revisability CMEC - - - -72,900 -72,900
CMEC - - - 15,014 15,014
"Lesividad" - - - -47,233 -47,233
Ancillary services charge-off - - - -48,000 -48,000
Exchange differences and other -1,061 - 14,921 6,262 20,122
Reclassification to Liabilities Held for Sale -974 - -6,976 -55 -8,005
Balance as at 31 December 2021 101,418 57,233 568,622 359,634 1,086,907
Perimeter variations (see note 6) -154 - 13,581 1,859 15,286
Charge for the period 18,993 1,247 - 23,672 43,912
Reversals -12,919 -3 - -16,451 -29,373
Charge-off for the period -14,576 -309 -11,132 -14,262 -40,279
Unwinding (see note 13) 16,455 - 6,609 1,581 24,645
Increase of the responsibility (see note 16) - - 9,841 - 9,841
Assumptions update (see note 16) - - -94,026 - -94,026
Onerous contracts - -56,147 - - -56,147
Innovative Features Charge-off (see note 4) - - - -12,205 -12,205
"Lesividad" Charge-off - - - -45,695 -45,695
CMEC - - - 14,823 14,823
Exchange differences and other 16,523 71 13,699 25,362 55,655
Balance as at 31 December 2022 125,740 2,092 507,194 338,318 973,344
EDP and its subsidiaries' Board of Directors, based on the information provided by its legal advisors and on the analysis of pending lawsuits,
have recognised provisions to cover the losses estimated as probable, related with litigations in progress.
Provision for legal and labour matters and other contingencies includes provisions for litigation in progress and other labour contingencies,
which are related essentially with:
i) Requests for the refund of tariff increases paid by industrial consumers of the brazilian subsidiaries EDP São Paulo and EDP Espírito Santo in
the amount of 17,181 thousand Euros (31 December 2021: 12,324 thousand Euros). These requests result from the application of Administrative
Orders DNAEE no. 38 of 27 February 1986 and no. 45 of 4 March 1986 - Plano Cruzado, effective from March to November 1986;
ii) The remaining legal litigations correspond mainly to indemnities for damages allegedly suffered in consequence of interruption of electricity
supply, power accidents and fires.
Provisions for customer guarantees under current operations include essentially provisions for commercial losses.
Integrated Annual Report 2022 Financial Statements and Notes 321
Provisions for dismantling and decommissioning includes : (i) 42,525 thousand Euros of the dismantling Trillo nuclear power plant; (ii) 264,762
thousand Euros of the dismantling of wind and solar farms (replacement of sites and land in its original state), mainly, in Europe (110,441 thousand
Euros), North America (140,723 thousand Euros), Asia-Pacific (10,913 thousand Euros) and Brazil (2,679 thousand Euros); and (iii) 197,876
thousand Euros of the dismantling and environmental requalification of thermal electro-producing centers in Spain (132,445 thousand Euros)
and Portugal (65,431 thousand Euros).
These provisions were calculated based on the present value of future liabilities and recorded against an increase in the respective tangible
fixed assets, which are amortized over the average useful life of these assets. The calculation of these provisions was based on the following
discount and inflation rates:
The BOE 223/2017 published during the third quarter of 2017 opened the hearing process of the Order of the Minister of Energy, Tourism and
Digital Agenda of 13 September, introducing "lesividad" declaration procedure for the public interest Order IET/980/2016, of 10 June, which
established the remuneration of electricity distribution companies until 2016. Thus, the remuneration that has been determined has allegedly
been higher than that due for the year 2016. Until the "lesividad" procedure is finitely resolved, the remuneration of the distribution activity for the
years 2016, 2017, 2018 and 2019 is considered provisional. With reference to 31 December 2020, EDP España recorded an accumulated
provision of 93,105 thousand Euros corresponding to the potential effect of "lesividad" for the financial years 2016, 2017, 2018, 2019 and 2020.
Since 2016, EDP España, like other companies in the sector, have been in place with legal proceedings to resolve the “lesividad” procedure. At
the same time, companies initiated processes to determine the real value of assets subject to remuneration and proceeded with the
reformulation and deposit of their annual accounts from 2014 to 2020, ending this process during 2021.
Although no new liquidation or a new regulation has been issued, the companies consider that, in accordance with the order 481/2020 of the
Supreme Court, the reformulated and deposited annual accounts must be considered for the calculation of the remuneration.
Thus, in 2021, EDP España updated the provision for the “lesividad” procedure for the years 2016 to 2020, reversing it by approximately 47
million Euros.
On 1 June 2022, order TED/490/2022, of 31 May, was published in BOE 130/2022, which executes the judgment of the Federal Supreme Court
in relation to the declaration of "lesividad" to the public interest of the Order IET/980/2016, of 10 June.
The remuneration approved by the Ministry of Ecological Transition and the Demographic Challenge in the referred Order did not take into
account the accounts reformulated by the distribution companies, resulting in a notable decrease in their remuneration compared to the
expected and accounted values corresponding to a correct execution of the sentence.
Subsequently, the "Comisión Nacional de los Mercados y la Competencia" (CNMC) settled the payment obligations arising from the "lesividad"
referring to the years 2016, 2017, 2018, 2019, 2020 and 2022 in the Provisional Agreement 5/2022 (partially corresponding to the year 2022)
approved by the CNMC on 14 July 2022 and those corresponding to the 2021 financial year in the “2021 Definitive Settlement of regulated
activities in the electricity sector”, approved by the CNMC on 4 November 2022. The distribution companies of the EDP Group filed lawsuits
against order TED/490/2022 and against the Final Settlement of 2021, in order to obtain the collection of amounts due from a correct execution
of the judgment.
Before the publication of order TED/490/2022, the provisions corresponding to the expected impact of the execution of the sentence
amounted to approximately 47 million Euros. After its publication, the existing provisions were used for this purpose, with the Group recording a
receivable in assets, awaiting the decision of the respective lawsuits filed against order TED/490/2022, corresponding to approximately 63
million Euros for the period from 2016 to 2021, and an amount of around 9 million Euros for the period of 2022.
On 3 May 2018, it has come to EDP’s knowledge (through a DGEG’s letter) that the CMEC final adjustment had been officially approved,
according to ERSE’s proposal, in the amount of 154 million Euros. EDP reflected this reality in its financial statements as of 31 December 2018,
recognising a provision by the difference in the final adjustment amounts already recognised in the Group's revenues. On 31 December 2022
EDP maintains the provision in its accounts (see note 4).
On 26 September 2018, DGEG notified EDP about a dispatch issued by the Secretary of State for Energy (SSE) on 29 August 2018, which
quantifies at 285 million Euros the alleged overcompensation of EDP related to the calculation of the real availability factor of the plants under
the CMEC regime. EDP reflected this in the financial statements as at 31 December 2018, through a provision of the same amount. During 2022,
EDP made payments of 12,205 thousand Euros, the amount that was still registered, settling the provision as at 31 December 2022 (see note 4).
Integrated Annual Report 2022 Financial Statements and Notes 322
In their ordinary course of business, EDP Group subsidiaries are involved in several litigations and contingencies (of possible risk) of
administrative, civil, tax, labour and other natures. These legal, arbitration or other actions, involve customers, suppliers, employees and
administrative authorities. In EDP Group and its legal advisors' opinion, the risk of a loss in these actions is not probable, and the outcome will not
affect on a material way its consolidated financial position.
The processes whose losses were considered as possible, do not require the recognition of provisions and are periodically reassessed. The
detail of possible contingencies is analised as follows:
Group Company
Thousand Euros Dec 2022 Dec 2021 Dec 2022 Dec 2021
Administrative and Civil 325,437 255,406 336 330
Fiscal 773,643 656,768 13,321 9,541
Other 125,107 114,305 2,791 2,811
1,224,187 1,026,479 16,448 12,682
The events and possible contingencies more relevant in Portugal, are as follows:
i) On 29 July 2016, the Portuguese Competition Authority (AdC) has notified EDP S.A. and EDP Comercial, S.A. with a notice for alleged
violation of competition laws, regarding the process of the commercial campaign done in partnership with Modelo Continente, designated as
"Plano EDP Continente". This was an occasional campaign, limited to two years, which was one of several campaigns usually performed by
several other market agents. On 5 May 2017, EDP S.A. and EDP Comercial, S.A. received AdC final decision which applied a fee of 2,900
thousand Euros to EDP S.A. and 25,800 thousand Euros to EDP Comercial. EDP Group is convinced that this campaign has brought real
benefits to consumers and competition in markets and that no transgression has been committed. The companies filed their appeal on 19 June
2017 to TCRS. By this court was determined a court hearing that EDP and EDP Comercial would provide security in the amount of 50% of the
fine imposed on them by the AdC, and on 19 June 2020, EDP and EDP Comercial provided surety bond and surety in the amounts of 1,450
thousand Euros and 12,900 thousand Euros, respectively. On 30 September 2020, a judgment was issued by the TCRS, which maintained the
conviction of the two companies of the EDP Group, as well as Sonae Group's Companies, having also reduced fines by 10%. Fines were
determined at 2,610 thousand Euros and 23,220 thousand Euros for EDP and EDP Comercial, respectively. On 30 October 2020, EDP and
EDP Comercial appealed the condemnatory sentence handed down by the TCRS, to the Lisbon Court of Appeal.
On 6 April 2021, the parties were notified of the judgment handed down by the Court of Appeal of Lisbon, through which it decreed the
suspension of the proceedings and the preliminary referral of the case to the Court of Justice of the European Union, under the foreseen
mechanism Article 267(b) of the Treaty on the Functioning of the European Union. The case was filed at the Registry of the Court of Justice on
26 May 2021, with written observations having been submitted by the parties on the questions referred by the Lisbon Court of Appeal. The oral
trial hearing at the Court of Justice of the European Union took place on 9 November 2022, pending the presentation of conclusions by the
Advocate General, which will be followed by the delivery of judgment;
ii) On 3 September 2018, the Portuguese Competition Authority (AdC) notified EDP Produção with a Statement of Objections, under which
EDP Produção is accused of abuse of a dominant position in the secondary regulation band market (a part of the ancillary services market).
AdC claims that EDP Produção has deliberately limited the participation of CMEC plants in the secondary regulation market between 2009
and 2014, benefitting its non-CMEC power plants. The alleged benefit, to the detriment of consumers, would be twofold: receiving higher
compensation under CMEC annual adjustment regime; profiting from higher market prices in said market. AdC has estimated that the alleged
practice of EDP Produção has generated damages to the national electricity system and to consumers of around 140 million Euros. AdC
pointed out that the adoption of a Statement of Objections did not determine the result of the investigation, which began in September 2016
and is still in course. On 28 November 2018, EDP Produção presented to AdC its facts about the accusation. On 18 September 2019, AdC has
notified EDP Produção of an alleged infraction to competition rules. This contingency was estimated with a value of 48 million Euros and its
graduation was assessed as possible. On 30 October 2019, EDP Produção presented an appeal against this decision to the TCRS. On 20 May
2020, EDP Produção was notified of a decision by the TCRS, which, among other things, admitted its Judicial Challenge Appeal, establishing
a purely return effect and determining the payment of the fine imposed within 20 days. In this regard, EDP Produção submitted requests,
invoking supervening facts for the demonstration of considerable damage, and arguing defects in the decision that determined the attribution
of a mere devolution effect to the Judicial Challenge Appeal. On 16 July 2020, EDP was notified of an order which implied the existence of
substantial losses if the fine was paid in advance. Thus, the payment order was therefore suspended.
Integrated Annual Report 2022 Financial Statements and Notes 323
However, on 12 October 2020, EDP Produção was notified of the appeal filed by the Public Prosecutor's Office, at the Lisbon Court of Appeal,
against the TCRS order of 16 July 2020, and considered the existence of considerable damage in the early payment of the fine and suspended
the payment order. On 18 November 2020, EDP Produção was notified of a decision by the Lisbon Court of Appeal, granting the appeal
presented by the Public Prosecutor and, consequently, revoking the order of TCRS of 16 July 2020. EDP Produção appealed this judgment to
the Constitutional Court on 30 November 2020. On 22 February 2021, EDP Produção was notified of the decision of the Constitutional Court
in the sense of not knowing the object of the appeal. The case was returned to the TCRS to establish the effect of the appeal filed, to determine
whether EDP Produção must pay a fine or provide a guarantee. By order of the same day, the TCRS has scheduled the trial hearing for 27
September, 7, 11 and 25 October, 4, 8, 18, 22 November and 2 and 6 December 2021. On 16 September 2021, the TCRS issued an order that
demanded the payment of the fine. Despite having lodged an appeal against this order, on 20 October 2021 EDP Produção paid the amount
under appeal, and is waiting for a decision on the appeals submitted. The trial hearing, which began in October 2021, continued with several
inquiries until the end of March 2022, with closing arguments taking place on 6 July 2022. On 10 August 2022, the TCRS delivered a
judgement, through which it confirmed the conviction of EDP Produção and the imposition of a fine of 48 million Euros, which had already been
paid. On 30 September 2022, EDP Produção filed an appeal against the aforementioned decision to the Lisbon Court of Appeal. This was
followed by the filing of counter-claims by the AdC and the Public Prosecutor's Office, pending further developments.
iii) On 19 July 2021, Celulose Beira Industrial, SA (CELBI), submitted to SU Eletricidade, SA a constitutional request of an Arbitral Tribunal,
regarding a conviction of a payment of the energy produced by it under special production in cogeneration, and its interest, since April 2020
(date on which, in accordance with the law and the understanding of DGEG and followed by SU Eletricidade, CELBI has moved to the
transitional remuneration scheme provided for in DL No. 23/2010 and Ordinance No. 140/2012), and throughout the term of operation of its
Cogeneration Center (which it estimates to be at least 25 years), i.e. at least until 24 March 2035 (supporting this understanding in the fact
that the 2002 Remuneration Scheme does not establish any period); or, in the alternative, until 24 March 2030 (claiming that you are
entitled to be remunerated under the 2002 Remuneration Scheme for a further 120 months (10 years) from March 2020); or, in the
alternative, until November 2020 (claiming that the transition to the 2012 Remuneration Scheme should only take place six months
after the effective knowledge of the communication sent by the SRB); or, in the alternative, until August 2020 (in the alternative claiming
that the transition from CELBI's remuneration scheme would operate from the beginning of the month following the date of the audit report
certifying primary energy savings, which means the transition would operate from August 2020 because the audit report is from July
2020). The overall value of the application amounts to 6,839 thousand Euros and has been classified as possible risk. In October 2021, SU
Eletricidade filed a challenge. In February 2022, Procedural Decision no. 1 was delivered, under which the Arbitration Court considered
itself competent to adjudicate the dispute between the parties, which was challenged by SU Eletricidade through annulment action filed
in March 2022, which is pending at the Central Administrative Court, the pleadings phase has elapsed. In April 2022, the preparatory
hearing was held, which was intended in particular to discuss previous questions raised as well as to the fixing of the list of the facts not at
issue and the themes of the evidence. In June 2022, the parties filed a joint application alleging supervening facts. The trial hearing took
place on 13, 14 and 15 September 2022 and, on 5 of December 2022, the parties presented their final written allegations. On 30 January
2023, the parties were notified of the arbitration judgment, which partially upheld one of the requests made by CELBI (corresponding to
11.75% of them), and SU Eletricidade is currently assessing and considering the respective terms and the possible effects.
i) Investco is involved in a legal action of a civil nature mostly related with indemnity claims resulting from the filling of the hydroelectric
reservoir, in the amount of 23,365 thousand Euros (31 December 2021: 17,297 thousand Euros);
ii) There is a public civil action filed against EDP São Paulo and EDP Espírito Santo by ADIC – Associação de Defesa dos Interesses Colectivos,
claiming a compensation arising from a tariff readjustment on part A from 43 concessionaires. The estimated value attributable to EDP São
Paulo and EDP Espirito Santo amounts to 74,402 thousand Euros (31 December 2021: 55,031 thousand Euros);
iii) EDP São Paulo is a party to a lawsuit related to the COFINS (Contribution for social security financing) from 1993 to 1995 in joinder with AES
Eletropaulo, where is discussed the application of the tax amnesty introduced by the Provisional Measures paragraphs 1858-6 and 1858-8,
granted to taxpayers who did not collect COFINS, considering it improper. In the trial of 2nd Instance, was partially confirmed the right to
amnesty, and applied the Decree-Law 1,025/69, which established the payment of procedural costs in favour of the National Treasury. From
this decision, an appeal was presented, which holds trial. The updated amount as at 31 December 2022 is 14,058 thousand Euros (31
December 2021: 12,267 thousand Euros);
iv) EDP São Paulo and EDP Espírito Santo have administrative and judicial actions regarding tax compensations not ratified by the Brazilian
Federal Revenue Bureau, which: (i) are protected by judicially recognised credits (IRPJ - Corporate tax income and CSLL - Social Contribution
on net profits) and (ii) that result from tax contributions in 2001 of IRPJ, CSLL, PIS (Social integration programme) and COFINS considered to be
excessive as a consequence of the application of "Parecer COSIT 26/2002" (Extraordinary Tariff Adjustment - RTE) published by the
Brazilian Tax Authorities. According to this opinion, the amounts resulting from tariffs updated under RTE should be recognised and taxed only
as of 2002. During 2021 there was a reduction in the amount due to the success obtained in one of the administrative proceedings, cancelling
the debt collection. As at 31 December 2022, the updated values amount to 19,736 thousand Euros (31 December 2021: 17,007 thousand
Euros);
Integrated Annual Report 2022 Financial Statements and Notes 324
v) Lajeado has a judicial tax action initiated by the Brazilian Tax Authorities in 2014 aimed at collecting tax contributions (IRPJ and CSLL)
resulting from the disallowance of expenses regarding goodwill arising from a business combination (acquisition). As at 31 December 2022,
this contingency amounts to 27,388 thousand Euros (31 December 2021: 23,030 thousand Euros);
vi) Porto do Pecém was the subject of tax execution procedure in the amount of 17,673 thousand Euros, resulting from alleged non-taxation
under IRPJ and CSLL of financial income and exchange variations related to previous periods (31 December 2021: 14,850 thousand Euros);
and
vii) Following a period of drought in the State of Ceará, the local government, through Decree 32,044 of 16 September 2016, introduced an
extraordinary rate called the Emergency Water Charge (EHE) over the actual water consumption of thermoelectric power plants, and in
particular the Porto do Pecém. On 13 October 2016, the Porto do Pecém submitted an administrative request to ANEEL for the purpose of
transferring this additional cost to the Unit Variable Cost (CVU), in order to restore the economic-financial balance of the contract (CCEAR).
ANEEL, through Order 3,293 of 16 December 2016, denied the request of the Porto do Pecém, which initiated proceedings against ANEEL. As
at 31 December 2022, the lawsuit is estimated in an amount of 31,214 thousand Euros (31 December 2021: 23,087 thousand euros). During
2020 there was a revision of assumptions used to calculate the contingency which previously was considering the estimative of the value of
EHE to be paid following the historical average. The new calculation is based on the claim effective risk considering the transference of CVU.
Finally, even if EDP Group classifies its risk as remote, it is important to identify the following litigation:
i) On 27 October 2009 and 5 January 2010, the EDP Group received two tax settlements regarding 2005 and 2006 taxable income for the
EDP tax Group, which included an adjustment of 591 million Euros regarding its subsidiary, EDP Internacional SGPS, related to the tax
treatment considered by the EDP Group in relation to a capital loss generated with the liquidation of a subsidiary, whose main assets consisted
of investments in operating subsidiaries in Brazil, namely EDP Espírito Santo and Enersul. As at 31 December 2022, the amount of this tax
contingency amounts to 315 million Euros (31 December 2021: 307 million Euros).
Considering the analysis made, the technical advice received and a favourable binding opinion obtained from the tax authorities in relation to
the nature of the transaction occurred in the year of the assessment, the EDP Group considers as remote the risk associated with this matter.
Under this analysis, the capital loss is tax deductible for income tax purposes as established in article 75 no. 2 of the Corporate Income Tax
Code ("Código do IRC") based on the wording of the law in force at that date (existing article 81).
Given the above, and considering that the EDP Group’s tax procedures comply with applicable Portuguese tax legislation at the date of the
events, the Group is currently using all available legal means to contest these additional settlements. Thus, following the implied rejection of the
hierarchical appeal, EDP presented a judicial claim, on 6 June 2012. In November 2018, EDP Group was notified with a decision in favour. The
Treasury filed an appeal on that decision.
Subsidiaries in North America recognises under this caption the receipts of institutional investors associated with wind and solar projects. This
liability is reduced by the amount of tax benefits provided and payments made to the institutional investors during the period. The amount of tax
benefits provided is booked as a non-current deferred income, and recognised over a five year period (see note 8). Additionally, this liability is
increased by the estimated interest based on the liability outstanding and the expected rate of return of the institutional investors (see note 13).
Integrated Annual Report 2022 Financial Statements and Notes 325
During 2022, EDPR NA, has secured and received proceeds amounting to 53,714 thousand Euros related to institutional equity financing in
exchange for an interest in onshore wind projects.
Under these partnerships, EDP Group provides operating guarantees to institutional investors in wind and solar projects, which are typical of this
type of structure. As at 31 December 2022, the liabilities associated with these guarantees are not expected to exceed the amounts already
recognized under the caption Liabilities arising from institutional partnerships.
At Company level, Trade payables and other liabilities from commercial activities are as follows:
Current
Thousand Euros Dec 2022 Dec 2021
Other liabilities:
Suppliers 1,291,273 1,161,903
Accrued costs related with commercial activities 503,498 990,091
Property, plant and equipment suppliers 2,701 506
Holiday pay, bonus and other charges with employees 39,298 34,145
Other creditors and sundry operations 233,728 6,017
2,070,498 2,192,662
Integrated Annual Report 2022 Financial Statements and Notes 326
At the moment of EDPR NA acquisition, the contracts signed between this subsidiary and its customers, determined under the terms of the
Purchase Price Allocation, were valued through discounted cash flow models and market assumptions at 190,400 thousand US Dollars, being
booked as a non-current liability under Energy sales contract - North America, and amortised over the useful life of the contracts in Other
operating income - Other.
The Amounts received from the Fund for Systemic Sustainability of the Energy Sector refer to amounts transferred to SU Eletricidade, S.A.
related mainly to amounts from the Environmental Fund and to CESE amounts and are intended to reduce 2023 networks access tariffs.
Investment government grants are amortised through the recognition of a revenue in the income statement over the useful life of the related
assets, which amounts to 28,579 thousand Euros as at 31 December 2022 (see note 12).
The movement for the period in Amounts payable for tariff adjustments - Electricity - Portugal (Non-current and Current) is as follows:
The captions Amounts payable and Amounts Receivable for tariff adjustments - Electricity - Brazil, refer to tariff adjustments recognised in EDP
São Paulo - Distribuição de Energia S.A. and EDP Espírito Santo - Distribuição de Energia S.A.
Non-current Current
Thousand Euros Dec 2022 Dec 2021 Dec 2022 Dec 2021
Amounts payable for tariff adjustments - Electricity - Brazil 20,767 237,135 184,381 99,365
Amounts receivable from tariff adjustments - Electricity - Brazil (see note 26) -12,883 -124,604 -14,310 -101,928
7,884 112,531 170,071 -2,563
The movement for the period in Amounts payable and Amounts Receivable for tariff adjustments - Electricity - Brazil (Non-current and Current)
is as follows:
The movement includes the recognition of 97,327 thousand Euros (548,788 thousand Brazilian Real) of the refund and a negative amount of
16,523 thousand Euros (93,169 thousand Brazilian Real) of unwinding over the amount resulting from the non-inclusion, in 2019, of the amounts
of VAT borne in the basis of calculation of PIS and COFINS (1,756,597 thousand Brazilian Real as at 31 December 2019, of which 934,368
thousand Brazilian Real were returned, between 2020 and December 2022, through the electricity tariff, with an unwinding of 147,792
thousand Brazilian Real).
In the energy distribution activity, the subsidiaries of EDP Group in Portugal and Spain recover the deficits and tariff adjustment assets through
the tariffs charged to their customers. The caption Amounts payable - securitizations includes the amounts payable to entities that have
acquired the right to receive these assets in securitisation or direct sales operations in Portugal.
The caption Amounts payable - CMEC refers to amounts received by E-Redes – Distribuição de Eletricidade, S.A., through the tariff, regarding
the CMEC Revisibility of 2016 and 2017, which delivery to REN is awaiting approval.
Integrated Annual Report 2022 Financial Statements and Notes 327
The caption Amounts payable for concessions includes the concession rights for the operation of the hydric domain of Alqueva and Pedrógão
transferred by EDIA in the amount of 125,154 thousand Euros (31 December 2021: 128,467 thousand Euros) and the financial compensation for
the use of the public domain related to concession agreements of Investco, S.A. and Enerpeixe, S.A. in Brazil in the amount of 85,903 thousand
Euros (31 December 2021: 73,353 thousand Euros).
The caption Property, plant and equipment suppliers - Current and Non-current includes amounts payable arising from assets and projects
acquisitions in the amount of 332,727 thousand Euros (31 December 2021: 284,521 thousand Euros) and the amounts due related with the
construction of windfarms and solar parks in North America in the amount of 1,409,674 thousand Euros (31 December 2021: 969,660 thousand
Euros), in Europe in the amount of 466,270 thousand Euros (31 December 2021: 219,780 thousand Euros) and in South America in the amount of
375,583 thousand Euros (31 December 2021: 48,838 thousand Euros).
The caption CO2 emission licenses includes the CO2 licenses consumptions during 2022 in Portugal and Spain, in the amount of 149,733
thousand Euros and 558,187 thousand Euros, respectively (31 December 2021: 54,722 thousand Euros and 245,819 thousand Euros). The
variation that occurred includes the consumption of 2022 and the return, in 2022, of the licenses related to 2021 consumptions, which are
delivered by April of the year following their consumption to the regulatory authorities.
The caption Other creditors and sundry operations - Current and Non-current includes, essentially, the amount payable to Mibel for daily energy
transactions, amounts referring to the adjustments of the pool's price estimate in accordance with the regulatory mechanism for the renewable
generation sector in Spain and amounts payable related to the reinsurance activity.
Other Liabilities:
Other creditors and sundry operations 394,399 7,790 - -
5,159,496 3,039,975 2,183,162 1,823,998
Other liabilities and other payables - Current
Other Liabilities:
Other creditors and sundry operations 42,773 15,835 152,185 194,561
3,600,893 2,781,101 3,393,302 3,430,452
8,760,389 5,821,076 5,576,464 5,254,450
Integrated Annual Report 2022 Financial Statements and Notes 328
The caption Loans from non-controlling interests Non-Current and Current mainly includes:
The variation of the caption Amounts payable and contingent prices for acquisitions/sales results essentially from the recognition of the costs
actually incurred in the construction of the respective wind farms, as provided for in the context of the operation to sell projects in North America
in 2021, recognition of contingent pricing arising from the sale of the solar project in North America, the recognition of contingent prices due to
the acquisition of Xuan Thien Group by Sunseap Group Pte. Ltd. and the acquisition of Kronos by EDP Renewables Europe, S.L.U. (see note 6)
(see note 6).
The movements in Lease Liabilities - Non Current and Current are as follows:
Perimeter variations and other regularisations mainly include the increase resulting from the acquisition of a solar distributed generation
portfolio in Southeast Asia and the reduction resulting from Indiana Crossroads Solar Park project in North America sale (see note 6).
The caption Lease Liabilities, on a Company basis, includes lease contracts with EDP Pension and Medical and Death Subsidy Funds regarding
the building units of Porto headquarters acquired by EDP Pension Fund in December 2015 and the Lisbon headquarters building given as an in-
kind contribution to EDP Medical and Death Subsidy Fund in September 2017. These contracts were celebrated for a period of 25 years (see
note 44).
The variation in the caption Other creditors and sundry operations, Non-Current and Current, results essentially from the recognition of the fair
value of the options agreed between the parties regarding the acquisition of the Sunseap Group (56,442 thousand Euros) and the Kronos Group
(341,996 thousand Euros ) (see note 6).
Integrated Annual Report 2022 Financial Statements and Notes 329
Current
Income tax 163,784 100,533 28,913 38,971
Withholding tax 85,207 48,203 1,322 1,486
Value Added Tax (VAT) 558,718 244,938 3,097 2,666
Special taxes Brazil 50,510 83,148 - -
Other taxes 142,883 105,864 1,370 1,232
1,001,102 582,686 34,702 44,355
1,180,352 707,048 34,702 44,355
The Special taxes Brazil caption relates to the following taxes: CSLL (Social Contribution on net profits), PIS (Social integration programme) and
COFINS (Social Security Financing Contribution).
The assets and liabilities associated with Moray West Holdings Limited were classified as non-current assets and liabilities held for sale under
the sale plan that the EDPR Group has entered into in the past. During the fourth quarter of 2022, EDPR Group announced the closing of this
transaction (see note 6).
During the Year of 2021, EDPR Group, as part of its asset rotation program, started the process of selling onshore wind portfolios in Europe (Spain
and Poland). Assets and liabilities associated with these portfolios were presented in non-current assets and liabilities held for sale. During the
second quarter of 2022, EDPR Group announced the closing of these transactions (see note 6).
During the last quarter of 2021, the EDP Brasil Group started a structured process for the sale of three hydro assets: Companhia Energética do
Jari – CEJA, Empresa de Energia Cachoeira Caldeirão S.A. and Energest S.A. Assets and liabilities associated with this portfolio was
presented in non-current assets and liabilities held for sale.
The negotiations with potential investors in the selling of Companhia Energética do Jari – CEJA and Empresa de Energia Cachoeira Caldeirão
S.A. were not successful, so these assets are no longer presented as held for sale in the third quarter of 2022.
In August 2022 EDPB has entered into a sale agreement with VH GSEO UK Holdings Limited, a subsidiary of Victory Hill Global Sustainable
Energy Opportunities, for the total disposal of Energest S.A., the owner of Mascarenhas Hydro Power Plant. During the fourth quarter of 2022,
EDPB announced the closing of this transaction (see note 6).
Integrated Annual Report 2022 Financial Statements and Notes 330
During the second quarter of 2022, EDPR Group, as part of its asset rotation program, started the process of selling an onshore wind portfolio in
Italy. Assets and liabilities associated with these portfolios were presented in non-current assets and liabilities held for sale. During the third
quarter of 2022, EDPR Group announced the closing of this transaction (see note 6).
During the second quarter of 2022, EDP Group started the process of selling Hydro Global. The asset associated with this investment was
presented in non-current assets held for sale. During the fourth quarter of 2022, EDP Group announced the closing of this transaction (see note
6).
During the third quarter of 2022, EDPR Group, as part of its asset rotation program, started the process of selling an onshore wind portfolio in
Brazil. Assets and liabilities associated with this portfolio were presented in non-current assets and liabilities held for sale. In January 2023, the
EDPR Group concluded the sale of this portfolio, and the conditions precedent of the transaction were verified on 31 December 2022 and such
its assets and liabilities were derecognized on that date (see notes 6 and 46).
During the fourth quarter of 2022, EDP Group started the process of selling an electricity production joint ventures. The asset associated with
this investment was presented in non-current assets held for sale.
As at 31 December 2022 the following reclassifications were made to held for sale:
Other
Renewables
Segments Total
Joint Onshore
Thousand Euros Ventures wind
Assets
Property, plant and equipment (see note 16) - -9,198 -9,198
Investments in joint ventures and associates (see note 21) -92,702 - -92,702
Assets Held for Sale 92,702 9,198 101,900
- - -
These reclassifications were made only for financial statement presentation purposes, without impact on the measurement of these assets and
liabilities, as it is expected that the fair value less costs to sell is higher than its book value, in accordance with IFRS 5.
The fair value of the derivative financial instruments in EDP Group is as follows:
Dec 20
022 Dec 2021
Thousand Euros Assets Liabilities Assets Liabilities
Net Investment hedge
Cross-currency interest rate swaps 36,986 -211,081 13,917 -64,452
Currency forwards 25,726 -84,063 2,898 -30,313
Fair value hedge
Interest rate swaps 479 -34,407 39,022 -
Cross-currency interest rate swaps 26,007 -47,711 48,263 -7,829
Cash flow hedge
Interest rate swaps 114,670 -1,611 748 -9,142
Swaps related to gas commodity 557,885 -2,279,446 858,421 -1,904,607
Electricity swaps 306,998 -1,262,063 171,230 -645,611
Currency forwards (includes commodities forwards) 71,295 -37,437 84,135 -1,578
Trading
Interest rate swaps 14,474 -10,625 515 -6,875
Cross-currency interest rate swaps 11,382 -48,289 8,959 -2,094
Commodity swaps and forwards 1,277,258 -1,680,641 1,061,750 -1,189,754
Currency forwards 81,990 -33,173 12,596 -8,616
CO2 forwards 2,196 -12,116 9,605 -32,981
Currency forwards associated to commodities 48,352 -11,043 41,267 -8,474
Commodity options - - - -28,918
2,575,698 -5,753,706 2,353,326 -3,941,244
Integrated Annual Report 2022 Financial Statements and Notes 331
As at 31 December 2022, EDP Group holds contracts for the purchase and sale of commodities traded on futures exchange market, namely
Chicago Mercantile Exchange, Intercontinental Exchange, European Energy Exchange and OMIP, whose fair value of the contracted operations
is settled on a daily basis, and therefore it is not included in the Statement of Financial Position. The notional of these futures contracts amounts
to 4,264,301 thousand Euros with maturities ranged between 2023 and 2031 (31 December 2021: 2,971,782 thousand Euros), and the fair value
held in EDP Group results and cash flow hedge reserves related to these operations are a negative amount of 102,517 thousand Euros and a
positive amount of 280,621 thousand Euros, respectively (31 December 2021: negative amount of 129,223 thousand Euros and positive amount
of 295,538 thousand Euros).
The management of financial risk of EDP, S.A. and other EDP Group companies, is carried out centrally by EDP, S.A. (note 5). On this basis, EDP,
S.A. negotiates derivative financial instruments with external entities to hedge its own individual business risks, as well as for other companies of
the Group, performing for these entities’ as an intermediate in their contracting.
The fair value of the derivative financial instruments at Company level is as follows:
Dec 2 022 Dec 2021
Thousand Euros Assets Liabilities Assets Liabilities
Cash flow hedge
Interest rate swaps 92,527 -57,498 - -
Swaps related to gas commodity -187,698 -1,260,430 107,577 -934,872
Electricity swaps 438,952 -142,417 593,502 -82,172
Currency forwards (includes commodities forwards) 60,352 8,382 61,439 -219
Trading
Interest rate swaps 36,637 -35,203 38,271 -43,221
Cross-currency interest rate swaps 165,562 -217,572 107,185 -87,542
Commodity swaps 3,143,029 -3,186,752 4,215,967 -3,465,075
Currency forwards 189,713 -189,713 36,494 -31,827
Commodity forwards 33,618 -92,557 59,877 -73,180
Currency forwards associated to commodities 67,896 -31,872 42,875 -10,591
Commodity options - - 28,918 -57,857
4,040,588 -5,205,632 5,292,105 -4,786,556
During the application of hedge accounting with pre-existing derivatives, the value of the Currency forwards associated to commodities has a
positive value that corresponds to the variation in the fair value of the instruments since the date of designation, while the contracts as a whole
they represent a liability; The asset value of Swaps related to gas commodities has a negative value that corresponds to the change in the fair
value of the instruments since the designation date, while the contracts as a whole represent an asset.
The fair value of derivative financial instruments is booked in Other debtors and other assets (see note 27) and Other liabilities and other
payables (see note 39), according to its nature.
Fair value of derivative financial instruments is based on listed market prices, whenever available, or on valuations determined through valuation
models that use variables observable on the market. Therefore, according to IFRS 13 requirements, the fair value of the derivative financial
instruments is classified as of level 2 (see note 45) and no changes of level were made during this period. These valuation models are based on
generally accepted discounted cash flow techniques and option valuation models, using market data obtained through financial information
platforms.
Derivative financial instruments classified as trading are financial hedging instruments contracted for economic hedging at EDP Group level
(see note 5), however such instruments are not eligible for hedge accounting under IFRS.
Integrated Annual Report 2022 Financial Statements and Notes 332
In 2022, the notional amounts per measurement unit of the derivative financial instruments in EDP Group, are as follows:
Following
Thousand Units Unit 2023 2024 2025 2026 years Total
Net Investment hedge
Cross-currency
interest rate swaps Euros 91,158 878,454 - 436,740 1,638,223 3,044,575
Currency forwards Euros 2,095,122 133,660 - - - 2,228,782
Trading
Interest rate swaps Euros 700 726 300,753 970 9,687 312,836
Cross-currency
interest rate swaps Euros 200,319 32,566 - - - 232,885
Swaps related to
gas commodity MWh 27,354 5,670 - - - 33,024
Electricity swaps and forwards MWh 29,014 24,389 19,475 12,347 40,556 125,781
Currency forwards Euros 1,595,331 29,497 4,000 4,000 - 1,632,828
CO2 forwards MT 469 - - - - 469
Currency forwards
for commodities Euros 353,858 149,580 - - - 503,438
In 2021, the notional amounts per measurement unit of the derivative financial instruments in EDP Group, were as follows:
Following
Thousand Units Unit 2022 2023 2024 2025 years Total
Net Investment hedge
Cross-currency
interest rate swaps Euros 84,861 52,687 877,009 - 686,740 1,701,297
Currency forwards Euros 1,627,944 - - - - 1,627,944
Trading
Interest rate swaps Euros 675 700 726 379,611 121,657 503,369
Cross-currency
interest rate swaps Euros 131,707 165,909 - - - 297,616
Swaps related to
gas commodity MWh 38,422 25,354 9,963 - - 73,739
Electricity swaps and forwards MWh 28,499 19,215 12,631 8,449 3,602 72,396
Currency forwards Euros 1,986,790 16,613 - - - 2,003,403
CO2 forwards MT 1,861 467 - - - 2,328
Currency forwards
for commodities Euros 269,801 236,508 149,580 - - 655,889
Options purchased and sold MWh 1,533 - - - - 1,533
Integrated Annual Report 2022 Financial Statements and Notes 333
In 2022, the notional amounts per measurement unit of the derivative financial instruments at Company level, are as follows:
Following
Thousand Units Unit 2023 2024 2025 2026 years Total
Cash flow hedge
Interest rate swaps Euros - - - - 3,321,992 3,321,992
Swaps related to
gas commodity MWh 29,096 22,589 13,836 1,044 87 66,652
Electricity swaps MWh 3,682 1,747 1,774 1,803 14,452 23,458
Currency forwards (includes
commodities forwards) Euros 93,236 105,768 82,878 - - 281,882
"Forwards" de CO2 MT 425 175 175 175 - 950
Trading
Interest rate swaps Euros - - 1,500,000 - - 1,500,000
Cross-currency
interest rate swaps Euros 540,392 1,838,068 - 875,516 2,226,730 5,480,706
Swaps related to
gas commodity MWh 70,332 30,497 307 - - 101,136
Coal swaps MT 1,722 - - - - 1,722
Electricity swaps MWh 4,633 2,346 2,296 2,245 11,809 23,329
Currency forwards Euros 6,286,550 362,690 8,000 8,000 - 6,665,240
CO2 forwards MT 14,205 - - - - 14,205
Currency forwards
for commodities Euros 1,086,421 149,580 - - - 1,236,001
In 2021, the notional amounts per measurement unit of the derivative financial instruments at Company level, were as follows:
Following
Thousand Units Unit 2022 2023 2024 2025 years Total
Cash flow hedge
Swaps related to
gas commodity MWh 23,658 20,801 16,253 12,792 - 73,504
Electricity swaps MWh 3,346 4,017 3,654 3,359 11,869 26,245
Currency forwards
for commodities Euros 126,282 93,236 105,768 82,878 - 408,164
Trading
Interest rate swaps Euros 1,857,859 - - 1,500,000 - 3,357,859
Cross-currency
interest rate swaps Euros 1,238,569 378,555 1,587,769 - 686,740 3,891,633
Swaps related to
gas commodity MWh 117,153 64,232 33,682 - - 215,067
Coal swaps MT 690 - - - - 690
Electricity swaps MWh 14,611 6,298 4,554 4,016 15,808 45,287
Currency forwards Euros 5,766,759 614,890 - - - 6,381,649
CO2 forwards MT 7,018 1,308 250 - - 8,576
Currency forwards
for commodities Euros 475,807 266,753 149,580 - - 892,141
Options purchased and sold MWh 4,577 - - - - 4,577
Integrated Annual Report 2022 Financial Statements and Notes 334
In 2022, the future undiscounted cash flows of the derivative financial instruments in EDP Group, are as follows:
Following
Thousand Euros 2023 2024 2025 2026 years Total
Net Investment hedge
Cross-currency interest rate swaps -65,243 -88,562 -35,086 -51,774 -117,093 -357,758
Currency forwards -59,868 1,531 - - - -58,337
-125,111 -87,031 -35,086 -51,774 -117,093 -416,095
Trading
Interest rate swaps 725 722 401 6,956 5,324 14,128
Cross-currency interest rate swaps 4,134 -24,123 - - - -19,989
Commodity swaps and forwards -67,636 63,166 18,453 5,878 -43,805 -23,944
CO2 forwards -10,236 - - - - -10,236
Currency forwards 51,309 272 -274 -321 - 50,986
Currency forwards for commodities 18,731 18,578 - - - 37,309
-2,973 58,615 18,580 12,513 -38,481 48,254
-1,597,854 -880,321 -396,220 -118,492 -651,220 -3,644,107
In 2021, the future undiscounted cash flows of the derivative financial instruments in EDP Group, are as follows:
Following
Thousand Euros 2022 2023 2024 2025 years Total
Net Investment hedge
Cross-currency interest rate swaps -33,806 -33,222 -14,954 -14,863 -39,498 -136,343
Currency forwards -27,946 - - - - -27,946
-61,752 -33,222 -14,954 -14,863 -39,498 -164,289
Trading
Interest rate swaps -1,009 -1,029 -1,032 -1,099 515 -3,654
Cross-currency interest rate swaps -3,552 2,687 - - - -865
Commodity swaps and forwards -56,611 -68,809 -4,980 13,049 -9,821 -127,172
CO2 forwards -13,574 -9,672 - - - -23,246
Currency forwards 3,278 -3 - - - 3,275
Currency forwards for commodities 10,135 11,084 11,574 - - 32,793
Options purchased and sold -28,918 - - - - -28,918
-90,251 -65,742 5,562 11,950 -9,306 -147,787
-800,662 -539,132 -192,222 -94,386 -58,085 -1,684,487
Integrated Annual Report 2022 Financial Statements and Notes 335
In 2022, the future undiscounted cash flows of the derivative financial instruments at Company level, are as follows:
Following
Thousand Euros 2023 2024 2025 2026 Years Total
Cash flow hedge
Swaps related to gas commodity 723 -7,772 -7,706 -7,716 -16,172 -38,643
Gas swaps -778,018 -433,267 -208,431 -5,441 -879 -1,426,036
Electricity swaps 45,437 138,742 54,225 29,102 54,147 321,653
Commodity forwards 3,529 -1,347 -1,077 -1,040 - 65
Currency forwards (includes commodities
forwards) 23,578 26,860 6,437 - - 56,875
-704,751 -276,784 -156,552 14,905 37,096 -1,086,086
Trading
Interest rate swaps 627 629 313 - - 1,569
Cross-currency interest rate swaps -9,988 30 -2,382 -1,452 -31,702 -45,494
Commodity swaps -11,308 -56,806 -18,052 -10,245 -17,799 -114,210
Commodity forwards -47,585 - - - - -47,585
Currency forwards for commodities 17,446 18,578 - - - 36,024
-50,808 -37,569 -20,121 -11,697 -49,501 -169,696
-755,559 -314,353 -176,673 3,208 -12,405 -1,255,782
In 2021, the future undiscounted cash flows of the derivative financial instruments at Company level, are as follows:
Following
Thousand Euros 2022 2023 2024 2025 Years Total
Cash flow hedge
Swaps related to gas commodity -482,194 -226,577 -80,941 -36,535 - -826,247
Electricity swaps 309,822 179,373 66,580 13,192 -60,364 508,603
Currency forwards for commodities 24,849 16,492 19,535 345 - 61,221
-147,523 -30,712 5,174 -22,998 -60,364 -256,423
Trading
Interest rate swaps -4,260 -1,029 -1,032 -515 - -6,836
Cross-currency interest rate swaps 54,684 -25,601 -11,202 -14,863 -39,498 -36,480
Commodity swaps 782,678 7,393 -21,008 -17,060 4,692 756,695
Currency forwards - - - - - -
Commodity forwards -6,028 -8,276 1,078 - - -13,226
Currency forwards for commodities 10,592 10,781 12,105 - 610 34,088
Commodity options purchased and sold -28,939 - - - - -28,939
808,727 -16,732 -20,059 -32,438 -34,196 705,302
661,204 -47,444 -14,885 -55,436 -94,560 448,879
The changes in the fair value, including accrued interest, of hedging instruments and risks being hedged are as follows:
2022 2021
Changes in fair value Changes in fair value
Thousand Euros Hedging instrument Hedged risk Instrument Risk Instrument Risk
Subsidiaries in RON, BRL,
Net investment (i) Cross-curr. int. rate swaps GBP, USD, CAD, SGD and
COP -154,482 104,984 -143,166 166,650
Fair value Interest rate swap Interest rate -72,950 72,950 -31,493 31,493
Fair value Cross-curr. int. rate swaps Exchange and interest rate -62,138 58,123 17,088 -10,223
Cash flow Interest rate swap Interest rate 121,453 -121,453 14,171 -14,171
Cash flow Currency forwards Exchange rate -48,699 48,699 51,281 -51,281
Cash flow (ii) Commodity swaps Commodity prices -1,156,059 1,125,021 -1,507,088 1,476,050
-1,372,875 1,288,324 -1,599,207 1,598,518
(i) Fair value variation of the hedging instrument on Cross currency interest rate swaps for Net investment includes a negative amount of
25,450 thousand Euros related to the cost of hedging (19,387 thousand Euros net of tax effect), recorded in reserves (see note 32), and
ineffectiveness of a negative amount of 24,048 thousand Euros.
(ii) Relating to December 2022, fair value variation of the hedging instrument on Commodity swaps for Cash flow includes a negative amount
of 31,103 thousand Euros related to ineffectiveness.
Considering that hedging derivative financial instruments are contracted with a high correlation of critical terms, namely in the same currency
and at the same indexes, the hedge ratio between the hedging instruments and the hedged instruments is 1:1.
Integrated Annual Report 2022 Financial Statements and Notes 336
As at 31 December 2022 and 2021, the following market inputs were considered for the fair value calculation:
The changes in the fair value reserve related to cash flow hedges in 2022 and 2021 by nature of derivative financial instruments in EDP Group,
were as follows:
Currency
Interest rate Commodity forwards Gross Deferred Tax Total
Thousand Euros swaps swaps for Amount
commod.
The changes in the fair value reserve related to cash flow hedges in 2022 and 2021 by nature of derivative financial instruments at Company
level, were as follows:
Currency
Interest rate Commodity forwards Gross Deferred Total
Thousand Euros swaps swaps for Amount Tax
commod.
Balance as at 1 January 2021 - 52,891 32,001 84,892 -19,139 65,753
Fair value changes - 1,545,107 43,737 1,588,844 -357,490 1,231,354
Transfer to results from hedging - -1,105,974 - 14 518 -1,120,492 252,111 -868,381
Balance as at 31 December 2021 - 492,024 61,220 553,244 -124,518 428,726
Fair value changes 35,029 -662,315 44,692 -582,594 130,644 -451,950
Transfer to results from hedging - -698,148 -37,179 -735,327 154,419 -580,908
Balance as at 31 December 2022 35,029 -868,439 68,733 -764,677 160,545 -604,132
Changes in fair value for the period, on consolidated and individual basis, in the fair value reserve include: (i) future contracts for the purchase
and sale of commodities traded on futures exchange market whose fair values are settled on a daily basis, and therefor are not in the statement
of financial position; and (ii) fair value variation of derivative financial instruments contracted and settled within the same period.
The gains and losses on the financial instruments portfolio, excluding accrued interest, booked in the Income Statement in 2022 and 2021 are as
follows:
Group Company
Thousand Euros Dec 2022 Dec 2021 Dec 2022 Dec 2021
Commodity derivatives held for trading 323,710 -330,148 640,786 -192,825
Debt derivatives held for trading -23,659 35,940 18,747 28,587
Net investment hedge - ineffectiveness -24,048 -1,090 - -
Fair value hedges:
-Derivatives -96,760 -24,012 - -
-Hedged liabilities 108,871 43,915 - -
Cash flow hedges:
-Transfer to results from hedging of financial liabilities -243 -923 - -
-Transfer to results from hedging of commodity prices -1,728,411 38,420 735,327 1,120,492
-1,440,540 -237,898 1,394,860 956,254
The amount transferred to the Income Statement related to the hedging of commodity derivatives is included in the caption of Revenues and
cost of Energy Sales and Services and Other.
Integrated Annual Report 2022 Financial Statements and Notes 337
The effective interest rates of the derivative financial instruments relating to financing operations in EDP Group at 31 December 2022 are as
follows:
The effective interest rates of the derivative financial instruments relating to financing operations in EDP Group at 31 December 2021 were as
follows:
The contracted prices of the derivative financial instruments relating to commodities at 31 December 2021 were as follows:
Following
Unit 2023 2024 2025 2026 Years
Electricity swaps Euros/MWh [33,20 - 67] [33,20 - 67] [33,20 - [33,20 - [33,20 - 67]
67] 67]
Swaps related to gas commodity Euros/MWh [8,02 - 265] [9,01 - 159,9] [7,99 - 159,9] [43,25 - 46,95] [43,25 -
46,95]
CO2 forwards Euros/MT [43,19 - [94,5 - 97,05] [97,32 - 100,18] [102,4 - 107] n.a.
100,31]
Integrated Annual Report 2022 Financial Statements and Notes 338
43. Commitments
Operating guarantees granted by EDP Group, not included in the consolidated statement of financial position nor in the Notes, are as follows:
Group Company
Thousand Euros Dec 2022 Dec 2021 Dec 2022 Dec 2021
Operating guarantees
EDP S.A. 966,223 637,968 966,223 637,968
EDP España Group 56,894 64,360 - -
EDP Brasil Group 158,503 144,133 - -
EDP Renováveis Group 3,717,511 2,287,997 - -
4,899,131 3,134,458 966,223 637,968
The operating guarantees which are not included in the consolidated statement of financial position or in the Notes, as at 31 December 2022
and 2021, mainly refer to Power Purchase Agreements (PPA), interconnection, permits and market participation guarantees.
In addition to the above warranties, the amount of 30.450 thousand Euros refers to guarantees of an operating nature related to Spanish, Polish,
Italian and Brazilian entities sold in 2022, but for which EDP assumes the responsibility temporarily until they are effectively replaced. The
amount of 152,770 thousand Euros refers to guarantees of a financial nature also related to Brazilian companies sold in 2022, but for which EDP
assumes the responsibility until 30 January 2023, when this has been effectively replaced (see note 6).
In addition to the guarantees identified above, EDP Group provides financial and operating guarantees related to liabilities assumed by joint
ventures and associates in the amount of 595,766 thousand Euros and 475,044 thousand Euros, respectively (31 December 2021: 481,082
thousand Euros and 293,253 thousand Euros).
The remaining financial and operating guarantees granted by EDP Group have underlying liabilities that are already reflected in its consolidated
statement of financial position and/or disclosed in the Notes.
In the Group, the commitments relating to future cash outflows not reflected in the measurement of the lease liabilities and purchase obligations
are disclosed, by maturity, as follows:
Dec 2022
Capital outstanding by maturity
Less From From More
Thousand Euros than 1 1 to 3 3 to 5 than 5
Total year years years years
Future cash outflows not reflected in the
measurement of the lease liabilities 72,957 14,036 20,992 7,946 29,983
Purchase obligations 30,758,869 8,279,232 4,910,939 3,151,817 14,416,881
30,831,826 8,293,268 4,931,931 3,159,763 14,446,864
Dec 2021
Capital outstanding by maturity
Less From From More
Thousand Euros than 1 1 to 3 3 to 5 than 5
Total
year years years years
Future cash outflows not reflected in the
measurement of the lease liabilities 34,846 6,252 9,128 3,018 16,448
Purchase obligations 25,727,477 5,922,012 4,542,844 2,572,937 12,689,684
25,762,323 5,928,264 4,551,972 2,575,955 12,706,132
The Group’s contractual commitments shown above relate essentially to agreements and commitments required for current business activities.
Specifically, the majority of the commitments are established to guarantee adequate supply of energy to the customers in Europe, North
America and Brazil and to comply with medium and long term investment objectives of the Group.
Integrated Annual Report 2022 Financial Statements and Notes 339
As at 31 December 2022, there are commitments from future cash outflows not reflected in the measurement of the lease liabilities which refer
to future rents of lease contracts already signed but not yet commenced.
The commitments related to the joint ventures are disclosed in note 21.
Purchase obligations of 11,288,241 thousand Euros essentially related with very long-term contracts for energy acquisition in the brazilian
market (by regulatory imposition) which are updated with the respective projected rates and discounted at present value by a rate that
represents the weighted average cost of capital (WACC) of the EDP Brasil Group, as follows:
Purchase obligations also include obligations of long term contracts relating to the supply of products and services under the Group’s ordinary
course of business. Prices defined under forward contracts are used in estimating the amount of contractual commitments.
The commitments for fuel and electricity acquisition are disclosed, by maturity, as follows:
Dec 2022
Capital outstanding by maturity
Less From From More
Thousand Euros than 1 1 to 3 3 to 5 than 5
Total year years years years
Fuel acquisition 8,242,498 1,182,197 881,539 833,253 5,345,509
Electricity acquisition 13,965,208 1,180,135 2,239,989 2,052,073 8,493,011
22,207,706 2,362,332 3,121,528 2,885,326 13,838,520
Dec 2021
Capital outstanding by maturity
Less From From More
Thousand Euros than 1 1 to 3 3 to 5 than 5
Total
year years years years
Fuel acquisition 6,908,075 902,897 862,739 649,346 4,493,093
Electricity acquisition 12,232,819 977,059 1,888,041 1,702,631 7,665,088
19,140,894 1,879,956 2,750,780 2,351,977 12,158,181
The caption Fuel Purchases corresponds, essentially, to gas acquisition commitments assumed by the Group through long term contracts for
liquefied natural gas (LNG) in international terminals (Trinidad and Tobago until 2024 and United States of America until 2040).
Some of the transactions related to the disposal of non-controlling interests while retaining control, carried out in previous years, incorporate
contingent assets and liabilities according to the terms of the corresponding agreements. Additionally, some of the assets acquisition
transactions foresee contingent liabilities which depend on certain milestones and, although EDP Group has recognized the fair value of these
liabilities in the consolidated financial statements, changes in the assumptions could change these liabilities.
Integrated Annual Report 2022 Financial Statements and Notes 340
At Company level, the commitments relating to future cash outflows not reflected in the measurement of the lease liabilities and purchase
obligations are disclosed, by maturity, as follows:
Dec 2022
Capital outstanding by maturity
Less From From More
Thousand Euros than 1 1 to 3 3 to 5 than 5
Total year years years years
Future cash outflows not reflected in the
measurement of the lease liabilities 1,876,639 897,558 979,081 - -
Purchase obligations 7,553,971 515,554 867,485 831,341 5,339,591
9,430,610 1,413,112 1,846,566 831,341 5,339,591
Dec 2021
Capital outstanding by maturity
Less From From More
Thousand Euros than 1 1 to 3 3 to 5 than 5
Total
year years years years
Future cash outflows not reflected in the measurement
of the lease liabilities 62 45 17 - -
Purchase obligations 6,235,282 384,121 702,960 653,440 4,494,761
6,235,344 384,166 702,977 653,440 4,494,761
During 2022, EDP Group developed a global vision of energy management, creating a new structure for this purpose, called GEM (“Global
Energy Management”). As a result, in December 2022, EDP and EDP Produção, Hidroelétrica do Guadiana and Greenvouga entered into the
mandate contract for the placement (purchase and sale) of electricity on the market (“Contract”) produced by hydroelectric and natural gas
combined cycle plants in Portugal during the years 2023 and 2024. Within the scope of this Contract, as of 1 February 2023, EDP will issue
dispatch instructions to EDP Produção, Hidroelétrica do Guadiana and Greenvouga, in order to adapt the production of electricity to the offers it
makes on the market. In addition, EDP started to assume, in full and upon payment of a substantially fixed consideration, the economic risks and
benefits associated with the dispatch of electricity production and subsequent placing on the market and the purchase of fuels and CO2
licenses necessary for the operation of the Thermal Power Plants, with the volatility associated with price and volume variation related to
electricity and fuels being substantially assumed by EDP S.A.
In turn, EDP Produção, Hidroelétrica do Guadiana and Greenvouga will be responsible for:
- ensure the production of electricity in accordance with EDP's dispatch instructions, managing the Electric Power Plants, in order to maximize
efficiency, availability and safety, as well as ensuring compliance with all legal, regulatory and contractual requirements in the production of
electricity;
- fully ensure the operation and maintenance of the Electric Power Plants, bearing all costs associated with this operation and maintenance;
- comply with the Dispatch Instructions given by EDP in order to minimize Deviations and ensure the provision of the Complementary Services
requested, as well as the applicable System Services, without prejudice to, in a justified and reasoned manner, refuse the execution of a
Dispatch Instruction for the production of electricity on a given day and time, in cases where this is necessary to ensure compliance with
contractual or legal obligations to which they are attached in their capacity as holders of production and exploration licenses; and
- manage the relationship with all public or private entities that intervene in matters that impact the operation of the reservoirs, in activities that
interfere with the normal operation of the Electric Power Plants, as well as manage the relationship with REN Gasodutos, as operator of the
national network of gas transport, within the scope of the operational management of natural gas.
The increase in future cash flows, on an individual basis, includes mainly this contract, which was included in the Transfer ("Trespasse") (see
note 46).
The caption Purchase obligations corresponds, essentially, to the gas acquisitions commitments assumed by EDP SA, through a long-term
contract for liquefied natural gas (LNG) in the United States of America.
Integrated Annual Report 2022 Financial Statements and Notes 341
EDP S.A bonds and the number of shares of other EDP group companies held or attributable to company officers are disclosed in part I section A
Ownership structure of Part III - Corporate governance.
The remuneration costs accounted with the EBD includes the amount of 1,702 thousand Euros related to the annual variable remuneration. This
amount was calculated considering the best estimation of the variable remuneration for the year of 2022, in accordance with Remunerations
Committee policy of the GSB, deducted from the correction of the accrual from the previous year compared with the amount paid.
Additionally, the Remunerations Committee policy of the GSB foresees, in certain circumstances, a variable multi-annual remuneration to
the EBD members, corresponding to the mandates 2018-2020 and 2021-2023. On this basis, an estimated amount of 14,215 thousand
Euros was accrued (31 December 2021: 13,848 thousand Euros).
During 2022, the total amount paid as remuneration of the members of the Remunerations Committee of the General Assembly and the
Sustainability Committee mounted to 15,000 Euros and 7,000 Euros respectively.
Integrated Annual Report 2022 Financial Statements and Notes 342
Post-employment benefits
EDP has not created a supplementary pension fund or pension plan for directors by making, instead, contributions/or co-contributions with the
administrator to a Savings Plan (PPR) in a net amount at 10% (ten percent) of their remuneration base. The PPR is subscribed by EDP to the
insurer of your choice, indicating the administrator as a insured person, and the defined contribution of EDP is paid in twelve monthly
installments. As the characteristics of the PPR corresponds to the usual characteristics on the market for this type of product, be reimbursable
before the expiry of the term, in the terms legally applicable to these financial products. The PPR currently available to the members of the
Executive Board of Directors may, upon the assent of the Remuneration Committee of the General and Supervisory Board, be replaced by
capitalizing insurance linked unit or equivalent vehicle, depending on the offer and market practices each time.
In 2022, PwC Portugal fees relating to external audit and statutory audit of all subsidiaries of EDP Group in Portugal, amounted to 2,607,796
Euros. The total fees charged by PwC Portugal for other assurance of reliability services, which include quarterly reviews and other non audit
services to subsidiaries of EDP Group in Portugal amounted to 1,776,591 Euros and 15,013 Euros, respectively.
Business operations between the Company and the members of the Executive Board of Directors and General and
Supervisory Board with qualifying holdings and companies in the group or control relationship with EDP
In the course of its activity and regardless of their relevance, EDP concludes businesses and operations under normal market conditions for
similar transactions with different entities, namely financial institutions, including holders of qualified shareholdings in EDP's share capital and
those related parties.
On 11 May 2012, after the Strategic Partnership Agreement concluded with China Three Gorges Corporation (CTG) came into effect in
December 2011, this company (and three other group companies) became part of EDP's General and Supervisory Board.
Under the Strategic Partnership Agreement with China Three Gorges Corporation, on 28 June 2013, EDP Renováveis, S.A. sold for a total final
price of 368 million Euros to a CTG Group company (CITIC CWEI Renewables S.C.A.) a 49% shareholding in EDP Renováveis Portugal and
25% of the shareholder loans capital and supplementary capital contributions under the applicable rules for additional contributions granted to
this company.
Also under this partnership, on 6 December 2013, EDP Brasil signed a Memorandum of Understanding with CWE Investment Corporation
(CWEI), currently designated as China Three Gorges Corporation, a wholly owned subsidiary of CTG, setting out the main guidelines for a future
partnership in joint investments between EDP Brasil and CWEI and that governs parties' participation in joint projects in Brazil. These
investments by CWEI Brasil were considered for purposes of fulfilment of the Strategic Partnership Agreement in relation to the total investment
of 2 billion Euros made by CTG up to 2015 (including co-funding of operating investments) in ready-to-build and operational renewable energy
generation projects.
On 19 May 2015, EDP Renováveis, S.A. completed the sale to CTG, of a 49% equity shareholding in selected wind farms in Brazil. This
transaction was recognised as a sale without loss of control, having the Group recognised non-controlling interests of 50,943 thousand Euros
and an impact in reserves attributable to the Group of 10,337 thousand Euros.
On 27 October 2016, the transaction relating with the sale of the minority interest in the wind generation assets of EDP Renováveis, S.A. in Italy
and Poland to CTG, which purchase and sale agreement was signed on 28 December 2015 was concluded. CTG, through ACE Poland S.A.R.L.
and ACE Italy S.A.R.L., both owned in 100% by ACE Investment Fund LP, an entity owned by China Three Gorges Hong Kong Ltd, subsidiary of
CTG, formalised the payment of approximately 363 million Euros corresponding to the final price agreed between the parties.
On 30 June 2017, EDP Renewables, SGPS, S.A. completed the sale to ACE Portugal S.A.R.L. (CTG Group), of a 49% equity shareholding in EDPR
PT-PE. This transaction was recognised as a sale without loss of control, having the Group recognised non-controlling interests of 135,679
thousand Euros and an impact in reserves attributable to the Group of 74,419 thousand Euros in 2017.
On 28 December 2018, EDP Renováveis, S.A. completed the sale to CTG, of a 10% equity stake and respective shareholder loans on Moray
Offshore Windfarm (East) Limited, for the total amount of 37.6 million Pounds.
Integrated Annual Report 2022 Financial Statements and Notes 343
On 10 December 2021, following the acquisition of Sunseap by EDP Renováveis S.A. and consequent entry into the Asian Market, EDP and CTG
updated the Strategic Partnership Agreement (concluded in December 2011). This update aims to make the growth strategies of both
companies more flexible, ensuring the application of the most demanding corporate governance standards in their future relationships.
On 27 June 2022, EDP Renováveis S.A. concluded a sales agreement with CTG for a 100% stake in an operational wind portfolio in Spain for a
total amount of 328 million Euros (see note 6).
On 23 December 2022, EDP S.A. concluded the sale of its 50% stake in Hydro Global Investment Limited (“Hydro Global”) to China International
Water & Electric Corporation (“CWE”), a company that belongs to China Three Gorges (“CTG”) group, for a total amount of 68 million US dollars
(see note 6).
In accordance with the EDP/CTG strategic partnership, EDPR Group completed the sale of 49% of EDPR Portugal, EDPR Brasil, EDPR PT-PE,
EDPR Italia and EDPR Polska to CTG Group.
Following these transactions, CTG Group granted shareholders loans to the EDPR Group in the amount of 93,731 thousand Euros including
accrued interests (31 December 2021: 157,304 thousand Euros) (see note 39).
During 2022, EDPR Portugal distributed dividends to CTG in the amount of 18,620 thousand Euros.
Balances with EDP Pension and Medical and Death Subsidy Funds
In December 2015, EDP, S.A. signed a lease contract related with the building units of the Porto headquarters (sold to the EDP Pension Fund in
December 2015) for a period of 25 years. As at 31 December 2022, the present value of the lease liability, as a result of the adoption of IFRS 16,
amounts to 43,872 thousand Euros (31 December 2021: 45,344 thousand Euros).
In September 2017, EDP, S.A. signed a lease contract related with the building of the Lisbon headquarters (given as an in-kind contribution to the
EDP Medical and Death Subsidy Funds) for a period of 25 years. As at 31 December 2022, the present value of the lease liability, as a result of
the adoption of IFRS 16, amounts to 83,300 thousand Euros (31 December 2021: 85,656 thousand Euros).
Following the decision and implementation of the autonomisation of the Medical Plan and Death Subsidy Plan in Portugal, EDP Group has made
contributions of 34,560 thousand Euros in 2022 (31 December 2021: 11,520 thousand Euros). In the following years, until the end of 2027 and in
the scenario where the liabilities associated with the mentioned plans are not 100% financed, the Group estimates to make additional
contributions in the approximate total amount of 104 million Euros, in line with the financing plan approved by Insurance and Pension Funds
Supervisory Authority (ASF) (see note 35).
The credits and debits over subsidiaries, joint ventures and associates, at Company level, are as follows:
Credits held
31 December 2022
Intra-Group Loans and
Financial Interests Other Total
Thousand Euros
Mov. receivable Credits
EDP Comercial, S.A. 141,560 66,643 138,021 346,224
E-Redes – Distribuição de Eletricidade, S.A 60,325 1,579,546 41,688 1,681,559
EDP Finance B.V. - 510,146 36,155 546,301
EDP Produção, S.A. - - 1,108,926 1,108,926
EDP Renováveis, S.A. - - 182,961 182,961
EDP Servicios Financieros España, S.A.U. 1,057,010 - 11,689 1,068,699
EDP Renewables Europe, S.L.U. - - 332,187 332,187
EDP Clientes, S.A. - 2,592 1,141,910 1,144,502
EDP España, S.A.U. - - 220,800 220,800
EDP GEM Portugal, S.A. 377,945 10,037 297,411 685,393
EDP Renováveis Servicios Financieros, S.A. - - 90,709 90,709
Others 12,558 39,786 197,647 249,991
1,649,398 2,208,750 3,800,104 7,658,252
Integrated Annual Report 2022 Financial Statements and Notes 344
The amount of 510,146 thousand Euros refers to one private placement by EDP S.A. of a bond issued by EDP Finance B.V.
31 December 2021
Intra-Group Loans and
Financial Interests Other Total
Thousand Euros Mov. receivable Credits
EDP Comercial, S.A. - 5,622 389,273 394,895
E-Redes – Distribuição de Eletricidade, S.A. 214,547 1,503,659 36,275 1,754,481
EDP Finance B.V. - 768,936 5,255 774,191
EDP Produção, S.A. - 809,836 1,633,848 2,443,684
Hidrocantábrico Distribucion Eléctrica, S.A.U. - - 24,921 24,921
EDP Renováveis, S.A. - - 105,909 105,909
EDP Servicios Financieros España, S.A.U. 624,006 - 14,709 638,715
SU Eletricidade, S.A. - 300,399 120,850 421,249
EDP Renewables Europe, S.L.U. - - 587,366 587,366
EDP Clientes, S.A. - - 1,058,380 1,058,380
Others 134,622 52,570 480,332 667,524
31 December 2022
Intra-Group Loans and
Financial Interests Other Total
Thousand Euros
Mov. payable Debits
EDP Finance B.V. - 6,117,495 84,501 6,201,996
EDP Produção, S.A. 658,826 - 1,087,772 1,746,598
SU Eletricidade, S.A. 1,404,673 - 28,133 1,432,806
EDP España, S.A.U. - - 689,932 689,932
EDP Clientes, S.A. - - 278,014 278,014
EDP GEM Portugal, S.A. - - 109,915 109,915
EDP Renewables Europe, S.L.U. - - 24,146 24,146
EDP Renováveis, S.A. - - 27,936 27,936
EDP Renováveis Servicios Financieros, S.A. - - 63,209 63,209
Others 132,227 - 84,278 216,505
2,195,726 6,117,495 2,477,836 10,791,057
At 31 December 2022, the amount of 6,117,495 thousand Euros includes three intragroup bonds issued by EDP Finance BV and acquired by EDP
S.A., in the total amount of 4,423,685 thousand Euros, with fixed and variable rate and a term to maturity up to 10 years.
31 December 2021
Intra-Group Loans and
Financial Interests Other Total
Thousand Euros Mov. payable Debits
E-Redes – Distribuição de Eletricidade, S.A. - - 794 794
EDP Finance, B.V. - 5,948,182 45,396 5,993,578
EDP Renováveis Servicios Financieros, S.A. - - 57,730 57,730
EDP Produção, S.A. 902,040 - 1,537,113 2,439,153
EDP Renováveis, S.A. - - 23,811 23,811
SU Eletricidade, S.A. 1,297,239 - 1,466 1,298,705
EDP España, S.A.U. - - 648,624 648,624
EDP Clientes, S.A. - - 302,778 302,778
EDP GEM Portugal, S.A. - - 135,375 135,375
Others 149,326 - 238,241 387,567
2,348,605 5,948,182 2,991,328 11,288,115
Integrated Annual Report 2022 Financial Statements and Notes 345
Expenses and income related to Subsidiaries, Joint Ventures and Associates, at Company level, are as follows:
Expenses
31 December 2022
Interest on Interest on
Intra-Group Loans Other Total
Losses
Thousand Euros Financial Obtained
Mov.
EDP Finance B.V. - 71,870 63,292 135,162
EDP Produção, S.A. - - 2,656,425 2,656,425
EDP España, S.A.U. - - 1,010,282 1,010,282
EDP Clientes, S.A. - - 211,794 211,794
EDP Comercial, S.A. - - 1,411,188 1,411,188
EDP Renováveis S.A. - - 40,628 40,628
EDP GEM Portugal, S.A. - - 86,980 86,980
EDP Renováveis Servicios Financieros, S.A. - - 58,014 58,014
FISIGEN - Empresa de Cogeração, S.A. - - 56,146 56,146
Others 1,936 - 98,638 100,574
1,936 71,870 5,693,387 5,767,193
31 December 2021
Interest on Interest on
Intra-Group Loans Other Total
Financial Losses
Thousand Euros Mov. Obtained
31 December 2022
Interest on Interest on
Intra-Group Loans Other Total
Gains
Thousand Euros Financial Granted
Mov.
EDP Comercial, S.A. 2,268 647 2,348,735 2,351,650
E-Redes – Distribuição de Eletricidade, S.A 163 20,279 461,435 481,877
EDP Produção, S.A. 52 3,695 570,534 574,281
EDP Finance B.V. - 14,911 59,379 74,290
EDP Renewables Europe, S.L.U. - - 125,872 125,872
EDP Renováveis, S.A. - - 334,248 334,248
EDP España, S.A.U. - - 927,970 927,970
EDP GEM Portugal, S.A. 3,439 220 1,230,982 1,234,641
EDP Clientes, S.A. - 11 1,531,646 1,531,657
EDP Renováveis Servicios Financieros, S.A. - - 91,905 91,905
EDP Servicios Financieros España, S.A.U. - - 75,002 75,002
Others 153 4,946 106,352 111,451
6,075 44,709 7,864,060 7,914,844
Other gains include income from equity investments of 1,003,733 thousand Euros (see note 13).
Integrated Annual Report 2022 Financial Statements and Notes 346
31 December 2021
Interest on Interest on
Intra-Group Loans Other Gains Total
Financial Gains
Thousand Euros Mov. Granted
Assets, liabilities and transactions with related companies, for the Group, are as follows:
Joint Ventures
Companhia Energética do JARI - CEJA 4,962 382 4,580
Empresa de Energia São Manoel, S.A. 1,675 8,036 -6,361
OW FS Offshore, S.A. 513,963 - 513,963
Other 4,829 522 4,307
525,429 8,940 516,489
Associates
Parque Eólico Sierra del Madero, S.A. 5,634 - 5,634
Centrais Elétricas de Santa Catarina, S.A. - Celesc 7,680 826 6,854
Solar Works! B.V. 3,490 - 3,490
Eólica de São Julião, Lda. 23,257 555 22,702
HC Tudela Cogeneración, S.L. 1,687 15 1,672
SCNET - Sino-Portuguese Centre - 1,080 -1,080
Other 3,124 50 3,074
44,872 2,526 42,346
570,301 11,466 558,835
Thousand Euros
Joint Ventures
Companhia Energética do JARI - CEJA 2,940 342 2,598
Empresa de Energia São Manoel, S.A. 8,031 494 7,537
OW FS Offshore, S.A. 180,544 - 180,544
Other 6,515 6,034 481
198,030 6,870 191,160
Associates
Parque Eólico Sierra del Madero, S.A. 5,621 - 5,621
Eos Pax IIa, S.L. 5,257 - 5,257
Centrais Elétricas de Santa Catarina, S.A. - Celesc 4,972 2,715 2,257
Solar Works! B.V. 2,594 - 2,594
Eólica de São Julião, Lda. 16,572 1,638 14,934
Others 2,139 74 2,065
37,155 4,427 32,728
235,185 11,297 223,888
Integrated Annual Report 2022 Financial Statements and Notes 347
Transactions
31 December 2022
Operating Financial Operating Financial
Thousand Euros Income Income Expenses Expenses
Joint Ventures
Companhia Energética do JARI - CEJA 450 - 3,048 -
Empresa de Energia São Manoel, S.A. 7,276 - 24,171 -
OW FS Offshore, S.A. 3,471 15,885 - -
Other 2,588 50 1,067 -
13,785 15,935 28,286 -
Associates
Eos Pax IIa, S.L. 46 - 5,031 -
Eólica de São Julião, Lda 11,170 - 6,571 -
HC Tudela Cogeneración, S.L. 14,644 12 11,355 -
Other 1,247 770 111 2,761
27,107 782 23,068 2,761
40,892 16,717 51,354 2,761
31 December 2021
Operating Financial Operating Financial
Thousand Euros Income Income Expenses Expenses
Joint Ventures
Companhia Energética do JARI - CEJA 214 - 2,376 -
Empresa de Energia São Manoel, S.A. 3,535 - 6,416 -
Empresa de Energia Cachoeira Caldeirão, S.A. 159 - 2,520 -
OW FS Offshore, S.A. 881 5,953 - -
Other 12,503 16 9,148 -
17,292 5,969 20,460 -
Associates
Eos Pax IIa, S.L. 5,739 - - -
Eólica de São Julião, Lda 20,750 - 4,046 -
Parque Eólico Belmonte, S.A. 428 31 - -
Parque Eólico Sierra del Madero, S.A. 8 213 - -
Other 823 182 63 -
27,748 426 4,109 -
45,040 6,395 24,569 -
During 2022, EDP Group contributed with 12,700 thousand Euros of donations to Fundação EDP (see note 11).
Additionally, management describes other transactions with related parties in the part I section A - Ownership structure of chapter 4 -
Corporate governance. The aforementioned chapter includes transactions with holders of qualified shareholding positions as required by the
Securities Code which are out of scope of IAS 24.
Market data is available on stock exchanges and/or financial information platforms such as Bloomberg and Reuters.
Integrated Annual Report 2022 Financial Statements and Notes 348
Liabilities
Financial debt 20,022,473 18,938,885 -1,083,588 16,817,936 17,293,095 475,159
Suppliers and accruals 3,805,467 3,805,467 - 2,488,263 2,488,263 -
Institutional partnerships 2,212,162 2,212,162 - 2,259,741 2,259,741 -
Trade payables and other liabilities
from commercial activities 5,241,322 5,241,322 - 4,859,389 4,859,389 -
Other liabilities and other payables 3,006,683 3,006,683 - 1,879,832 1,879,832 -
Derivative financial instruments 5,753,706 5,753,706 - 3,941,244 3,941,244 -
40,041,813 38,958,225 -1,083,588 32,246,405 32,721,564 475,159
Given that EDP Group’s financial assets and liabilities, recognised at amortised cost, are predominantly short-term and level 2, changes in fair
value were not considered. Fair value of EDP Group’s financial debt was determined considering current market, namely listed price (level 1).
The market value of financial debt, when no listed market prices are available, is calculated based on the discounted cash flows at market
interest rates at the balance sheet date, increased by the best estimate, at the same date, of market conditions applicable to Group's debt.
According to IFRS 13 requirements, EDP Group established the way it obtains the fair value of its financial assets and liabilities. The levels used
are defined as follows:
● Level 1 – Fair value based on the available listed price (not adjusted) in the identified active markets for assets and liabilities;
● Level 2 – Fair value based in market inputs not included in level 1, but observable in the market for the asset or liability, either directly or
indirectly;
● Level 3 – Fair value of the assets and liabilities calculated with inputs that are not based on observable market information.
Dec 2022 Dec 2021
Thousand Euros Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Financial assets
Equity instruments at fair value through
- 83,062 56,208 - 95,811 31,016
Other comprehensive income (see note 22)
Profit or loss (see note 22) - - 77,148 - - 63,115
Tariff deficit at fair value through
other comprehensive income (see note 26) - 1,164 - - 564,046 -
Amounts receivable from
concessions-IFRIC 12 at fair value through
- 1,012,104 - - 693,785 -
profit or loss (see note 26)
Investment property - 27,294 - - 20,668 -
Derivative financial instruments
(see note 42) - 2,575,698 - - 2,353,326 -
- 3,699,322 133,356 - 3,727,636 94,131
Financial liabilities
Derivative financial instruments
- 5,753,706 - - 3,941,244 -
(see note 42)
- 5,753,706 - - 3,941,244 -
The market value of the amounts of tariff deficit at fair value through other comprehensive income is calculated based on the cash flows
associated with these assets, discounted at rates which, at the balance sheet date, better reflect the assets risk considering the average term of
the assets.
Integrated Annual Report 2022 Financial Statements and Notes 349
The amounts receivable from concessions - IFRIC 12 at fair value through profit or loss are valued based in the methodology of the Value of
Replacement as New (VNR). This method requires that each asset is valued, at current prices, for all the expenses needed for its replacement by
equivalent asset that performs the same services and has the same capacity as the existing asset. The valuation for each asset is based on (i)
Data Bank of Referential Prices - which is defined in the Tariff Adjustment Procedures - PRORET; or (ii) Data Bank of Prices from the Distribution
company - which is formed based on the company's own information; or (iii) Referential Budget – that corresponds to the calculation by
comparison of market data, relating to other assets with similar characteristics. ANEEL reviews the VNR, through the valuation report of the
Regulatory Remuneration Base, every three years for EDP Espírito Santo and every four years for EDP São Paulo, as established in the
concession contracts.
The market value of investment properties is based on assessments using current market practices: the comparative method, in cases where
there is an active and comparable market, the income method, through discounted cash flows and the cost method, which considers the market
value of the land and the construction costs.
The assumptions used in the determination of Equity Instruments at Fair Value are described in note 22, as required by IFRS 13.
On 16 January 2023, EDP priced a fixed to reset rate subordinated notes issuance in the total amount of 1,000 million Euros, with an early
redemption option exercisable by EDP 5 years after the issue date, final maturity date in April 2083 and a yield of 5.95% (coupon of 5.943%) up
to the first reset date to happen 5 years and 3 months after issuance.
Notes buyback
On 23 January 2023, EDP acquired 672.8 million Euros of the 1,000 million Euros "Fixed to Reset Rate Subordinated Notes" with maturity in
2079. As a result of this operation, as at 31 December 2022, said amount was reclassified as short term financial debt (see note 34).
On 30 January 2023, EDP announced through its subsidiary EDPR, the completion of the Sale and Purchase Agreement with Companhia
Paranaense de Energia to sell a 100% equity stake in 2 operating wind projects that total 260 MW of capacity, situated in the state of Rio
Grande do Norte, Brazil, for an estimated enterprise value of 1.80 billion Brazilian Reais as of 31 December 2021 (300 million Euros) (see notes 6
and 41).
Transfer ("Trespasse") of the energy management business unit to EDP GEM Portugal, S.A.
On 1 February 2023, EDP S.A. entered into a transfer ("trespasse") agreement with EDP GEM Portugal, S.A. (EDP GEM) with the aim of
transferring its energy management business unit. This transfer of activity results from the global vision of energy management that EDP Group
has been developing which includes the transfer to EDP GEM of all assets, liabilities and contractual positions that make up that business unit, as
well as its employees and associated means necessary to carry out its activity. The estimated global result of this operation for EDP S.A. is a
negative amount of 58 million Euros. This amount can be ajusted accordingly the conditions agreed beetween the parties. On the same day and
pursuant to this agreement, EDP S.A., the sole shareholder of EDP GEM, approved the provision of supplementary pecuniary capital
contributions under the applicable rules for additional contributions, in the global amount of 1,000 million Euros.
Integrated Annual Report 2022 Financial Statements and Notes 350
On 14 February 2023, EDP announced through its subsidiary EDPR, that it had secured a long-term Power Purchase Agreement with
MYTILINEOS – Energy & Metals, one of the largest industrial and energy companies in Greece, to sell the green energy produced by a 78 MW
wind portfolio. This deal marks EDP’s first Power Purchase Agreement in Greece and it will be covered by a portfolio that consists of 3 wind
projects that are expected to enter into operation between the end of 2024 and 2025.
The Spanish branch of EDP has offices in Madrid and Oviedo. From a formal and legal point of view, the representation of the Spanish branch of
EDP before third parties is ensured through the permanent representatives, which are members of the Executive Board of Directors of EDP,
mandated for that purpose.
The structure of direction, coordination, management and representation of the Spanish branch of EDP is composed by an Executive
Committee, a Management Committee and by direct representation on Iberian scope EDP Management Committees.
The Executive Committee is composed essentially by five permanent representatives, a Corporate General Director (Group Controller for the
activities in Spain) and by first line directors of the business units in Spain, which constitute the main direction and coordination body of the
Branch, being responsible for the coordination of the activities of the permanent representatives and of the Management Committee. The
Management Committee is chaired by the Corporate General Director and is composed by the natural extension of the Departments of the
Corporate Centre of EDP in Spain, namely the Department of M&A ("Direção de Projectos e Novos Negócios"), Department of Legal Affairs
("Direção de Assessoria Jurídica"), Department of Internal Audit ("Direção de Auditoria Interna"), Department of Administration and Finance
("Direção de Administração e Finanças"), Department of Human Resources ("Direção de Recursos Humanos"), Department of EDP Spain
Foundation ("Direção da Fundação EDP Espanha"), Department of Regulation ("Direção de Regulação"), IT Department ("Direção de
Tecnologias de Informação") and Department of Environment, Sustainability, Innovation and Climate Change ("Direção de Ambiente,
Sustentabilidade, Inovação e Alteração Climática") ensuring in a homogeneous way the functions of these departments transversally to the
Spanish territory, being provided with 223 human resources as at 31 December 2022, including 139 in its own payroll.
Integrated Annual Report 2022 Financial Statements and Notes 351
Expenses of an environmental nature are booked as expenses for the period, except if they qualify to be recognised as an asset according with
IAS 16.
Investments of an environmental nature booked as Property, plant and equipment and intangible assets during 2022 and 2021, in the Group, are
as follows:
Group
Thousand Euros Dec 2022 Dec 2021
Air and climate protection 5,431 4,025
Water management 481 283
Waste management 1,671 258
Soil, subterranean and surface water protection 26,974 15,253
Noise and vibration reduction 224 540
Biodiversity protection 24,644 24,145
Landscape protection 5,933 12,081
Energetic efficiency 27,389 19,584
Radiations management 6 -
Other environmental management and protection activities 12,735 12,055
105,488 88,224
Integrated Annual Report 2022 Financial Statements and Notes 352
During 2022 and 2021, the Group recognised expenses that are as follows:
Group
Thousand Euros Dec 2022 Dec 2021
Air and climate protection 957,400 295,064
Water management 15,977 5,228
Waste management 6,348 14,443
Soil, subterranean and surface water protection 2,471 896
Noise and vibration reduction 245 285
Biodiversity protection 8,987 7,390
Landscape protection 181 26
Energetic efficiency 4,233 3,877
Radiations management 11 32
Research and development in the environmental area 289 309
Other environmental management and protection activities 9,913 6,664
1,006,055 334,214
Under current and future socioeconomic trends and practices followed by the EDP Group regarding to environmental sustainability, the group
accounts for provisions to cover the costs of dismantling, decommissioning, restoring and decontaminating land where electric power plants are
located, of 65,431 thousand Euros and 132,445 thousand Euros for thermoelectric power plants located in Portugal and Spain, respectively.
Regarding the liability to dismantle and restore the land where solar and wind farms are located to its original condition, as at 31 December
2022, the provisions amount to 264,762 thousand Euros. Additionally, the provision to dismantle the Trillo nuclear power plant amounts to
42,525 thousand Euros (see notes 2 n) and 36).
Environmental income recognised in 2022 relates to the sale of environmental waste of 7,015 thousand Euros (31 December 2021: 2,495
thousand Euros) and the sale of by-products of 1,101 thousand Euros (31 December 2021: 116 thousand Euros).
EDP Renováveis, S.A (EDPR) entered in November 2021 into an agreement with BPIN Investment Company Limited (owner of 47% of shares) ,
Mr. Frank Phuan and Mr. Lawrence Wu (as the “Founder Shareholders” and owners of 14% of shares), and the additional selling shareholders
(owners of 36% of shares) for the acquisition of up to 91.4% of the shares of Sunseap Group Pte.Ltd which holds a portfolio including of close to
10 GW of renewable projects at different stages of development. The agreement also includes the acquisition of the subscription rights granted
to some shareholders and employees of the company by EDPR and the new issuance of those shares to be paid by EDPR.
The completion of this transaction was subject to customary conditions precedent that were completed in February 2022. EDPR acquired
91.4% of the mentioned Group for a total consideration of 659,658 thousand Euros. This transaction is considered under the scope of IFRS 3 -
Business combinations.
Upon completion of the agreement, Sunseap Group Pte.Ltd performed a capital increase which was subscribed solely by EDP Renováveis, S.A
and lead to EDP Renováveis, S.A holding 92.28% of the total stake of the acquired company. The amount of the capital increase was not
considered within the consideration transferred for the business combination. Additionally, EDPR holds call options to acquire the remaining
stake of the capital of the Sunseap Group and the sellers have put options to sell their shares.
Considering the principles of IFRS 3 Business Combinations and in order to follow consistently the Group's policy in similar situations, EDPR
recognized in the Consolidated Financial Statements the put option as a liability, measured at fair value at the date of acquisition (IAS 32), and
following the premises stated for the anticipated-acquisition method, would recognize 100% of investment in the Consolidated Financial
Statements. This transaction will not give rise to any Non-Controlling Interests (NCI), since EDPR has acquired the 92.28% of Sunseap Group
and has assumed an anticipated acquisition of the remaining 7.72% due to the put option over NCI. The exercise price for these options has
been determined in an amount equal to 56,442 thousand Euros (see note 39).
The Group used the financial statements as at 28 February 2022 of the company acquired, to determine pre-acquisition balance sheet and
results, and, consequently, the companies have been consolidated from that date following the full consolidation method. Thus, this acquisition
has contributed to the consolidated financial statements with Revenues, mainly from energy sales, in the approximate amount of 108,763
thousand Euros and with a Net profit in the approximate amount of 224 thousand Euros, referring to the ten-month period ended at 31
December 2022. If this acquisition had occurred in the beginning of the exercise, it would have contributed to the consolidated financial
statements with revenues, mainly from energy sales, in the approximate amount of 121,430 thousand Euros and with a Net loss for the period in
the approximate amount of 7,623 thousand Euros, referring to the twelve-month period ended at 31 December 2022.
Integrated Annual Report 2022 Financial Statements and Notes 353
At the acquisition date, EDPR Group has determined the fair value of the assets acquired and liabilities assumed, with the assistance of a
specialized and independent firm. The valuation methodology utilized has been the Multi-Excess Earning Method (MEEM) and the discounted
cashflow approach. This valuation methodology assumes that the kind of assets to be valued normally generates cash flows in combination
with other tangible and intangible assets and therefore consists in deducting the estimated cost of the use of other assets, such as PP&E or
working capital, from the estimated cash flows associated to the asset to be valued. The main components of cashflow, namely production, long
term power prices and operational costs were estimated using EDPR’s own methodology using historical data and experience assessing
investments of similar solar PV projects in EDR’s portfolio. These internal assumptions used in the preparation of the cashflows of the portfolio
have been challenged by the specialized firm. The after tax cash flows were then discounted at the weighted average cost of capital within a
range of 6.3-10.8% (blended), that has been calculated by the firm, reflecting the risks of the specific countries and adjusted for the profile of
each project. Such valuation has determined a fair value of the net assets acquired in the amount of 296,173 thousand Euros.
Fair values of identifiable assets and liabilities at the acquisition date are presented as follows:
Liabilities
Financial Debt 264,172 - 264,172
Provisions 6,163 - 6,163
Deferred tax liabilities 1,836 38,836 40,672
Other liabilities and other payables 334,547 - 334,547
Total liabilities 606,718 38,836 645,554
The purchase price allocation exercise carried out in accordance with IFRS 3 resulted in a goodwill recognition in the amount of 363,485
thousand Euros, as per the difference of the net assets acquired at fair value and the consideration transferred for the acquisition of the shares.
The aforementioned goodwill recognition resulting from the purchase price allocation, is mainly attributable to EDPR's establishment in the
APAC platform within the context of EDP Business plan 2021-2025, allowing EDPR to establish a portfolio for the APAC region of close to 10 GW
of solar projects, of which 563 MW operating and under construction, and an experienced team of more than 600 employees spread across 9
markets, providing a growth platform for the region.
Integrated Annual Report 2022 Financial Statements and Notes 354
Xuan Thien
EDP Renováveis, S.A. (EDPR), through its subsidiary Sunseap Commercial & Industrial Assets (Vietnam) Co., Ltd. entered in 2022 into an
agreement with Xuan Thien Group for the acquisition of 99,99% of the shares of Xuan Thien Ninh Thuan JSC and Xuan Thien Thuan Vac JSC,
each of one holding a PV project totalling 200 MWac (255MWdc) (see note 6). The completion of this transaction was subject to customary
conditions precedent that were completed in 7 September 2022. The total consideration for this transaction was 202,298 thousand Euros
(213,030 thousand USD) which includes an amount of 41,288 thousand Euros that corresponds to the retentions that, in accordance with the
sale and purchase agreement, will be paid when certain milestones related to financing, module damages repairs and land use rights are fulfilled
(see note 39). This transaction is considered under the scope of IFRS 3 - Business combinations.
The Group used the financial statements as at 7 September 2022 of the companies acquired, to determine pre-acquisition balance sheet and
results, and, consequently, the companies have been consolidated from that date following the full consolidation method. Thus, this acquisition
has contributed to the Consolidated Financial Statements with Revenues, mainly from energy sales, in the approximate amount of 9,319
thousand Euros and with a Net profit in the approximate amount of 1,819 thousand Euros, referring to the four months period ended at 31
December 2022. If this acquisition had occurred in the beginning of the exercise, it would have contributed to the consolidated financial
statements with revenues, mainly from energy sales, in the approximate amount of 33,225 thousand Euros and with a Net profit for the period in
the approximate amount of 8.985 thousand Euros , referring to the twelve-month period ended at 31 December 2022.
At the acquisition date, EDPR Group has determined the fair value of the assets acquired and liabilities assumed, with the assistance of a
specialized and independent firm. The valuation methodology utilized has been the Multi-Period Excess Earning Method (MEEM) and the
discounted cashflow approach. This valuation methodology assumes that the kind of assets to be valued normally generates cash flows in
combination with other tangible and intangible assets and therefore consists in deducting the estimated cost of the use of other assets, such as
PP&E or working capital, from the estimated cash flows associated to the asset to be valued. The main assumptions of cashflow, namely
production, long term power prices and operational costs were estimated using EDPR’s own methodology using historical data and experience
assessing investments of similar solar assets in EDPR’s portfolio. These internal assumptions used in the preparation of the cashflows of the
portfolio have been challenged by the specialized firm. The after tax cash flows were then discounted at the weighted average cost of capital,
that has been calculated by the firm, reflecting the risk of the country and adjusted for the profile of the projects. Such valuation has determined
a fair value of the net assets acquired in the amount of 181,062 thousand Euros.
Fair value of identifiable assets and liabilities at the acquisition date is presented as follows:
Liabilities
Financial Debt 102,777 - 102,777
Provisions 2,303 - 2,303
Deferred tax liabilities - 8,497 8,497
Other liabilities and other payables 4,522 3,155 7,677
Total liabilities 109,602 11,652 121,254
The purchase price allocation exercise carried out in accordance with IFRS 3 resulted in goodwill recognition in the amount of 21,236 thousand
Euros, as per the difference of the net assets acquired at fair value and the consideration transferred for the acquisition of the shares.
The aforementioned goodwill recognition resulting from the purchase price allocation, which is identified according to what is indicated in note
2.A, is mainly attributable to EDPR doubling its operational capacity in Vietnam, strengthening its presence in the APAC region, a market where
it entered in 2021 and has been since reinforced with the integration of Sunseap in February 2022.
Kronos Group
In the third quarter, EDP Renewables Europe, S.L.U. entered into an agreement with Summercourt Capital GmbH (owner of 85% of the shares)
and Bohne-Vermögensverwaltungs-GmbH (owner of 15% of the shares) to acquire a 66,80% stake of Kronos Solar Projects Gmbh which holds
a solar generation portfolio of 9,4GW under development located in Germany, Netherlands, France and UK (see note 6). The completion of this
transaction was subject to customary conditions precedent which were completed in 5 October 2022.
Subsequently, Kronos Solar Projects GmbH carried out a capital increase which was fully subscribed by EDP Renewables Europe, S.L.U., thus
increasing the total stake in the acquired company to 70% and assumed the anticipated acquisition of the remaining 30% due to the put option
on the Non Controlling Interest. The value of the capital increase was not considered in the amount transferred for the business combination.
Thus, the total acquisition value of this shareholding amounted to 663,030 thousand Euros, of which the amount of 341,995 thousand Euros
corresponds to the estimated value for exercising the agreed put options and the amount of 71,035 thousand Euros relating to the estimate of
success fees to be paid to the sellers (see note 39). This transaction is considered under the scope of IFRS 3 - Business Combinations.
The Group used the financial statements as at 30 September 2022 of the acquired companies, to determine pre-acquisition balance sheet and
results, and, consequently, the companies have been consolidated from that date following the full consolidation method and equity method
when applicable. Thus, this acquisition has contributed to the consolidated financial statements with no revenues since none of the projects of
the portfolio are operating and no sales of projects have occurred during the period and with a Net loss in the approximate amount of 438
thousand Euros, referring to the four-month period ended at 31 December 2022. If this acquisition had occurred in the beginning of the exercise,
it would have contributed to the consolidated financial statements with no revenues since none of the projects of the portfolio are operating and
no sales of projects have occurred during the year and with a Net loss in the approximate amount of 1,176 thousand Euros, referring to the twelve
month period ended at 31 December 2022.
Fair value of identifiable assets and liabilities at the acquisition date is presented as follows:
Liabilities
Provisions 493 - 493
Deferred tax liabilities 151 - 151
Other liabilities and other payables 11,565 - 11,565
Total liabilities 12,209 - 12,209
At the acquisition date, EDPR Group has determined internally the fair value of the assets acquired and liabilities assumed. Since the portfolio
acquired is still in an early stage of development EDPR has taken a cautious approach and has not allocated any value to specific assets, hence
the difference amounting to 651,657 thousand Euros between the consideration transferred and the net assets acquired has been allocated to
goodwill.
Integrated Annual Report 2022 Financial Statements and Notes 356
The aforementioned goodwill recognition resulting from the purchase price allocation, which is identified as provisional according to what is
indicated in note 2.A, is mainly attributable to the opportunity of entrance in new regions for EDPR (namely Netherlands and Germany), which
benefit from ambitious renewables targets given the increased importance of security of supply and energy independence coupled with
government initiatives such as the “Easter Package” in Germany that stands out with ambitious renewables capacity targets, with 360 GW of
renewable installed capacity until 2030. In that sense almost 50% of the acquired solar development portfolio is located in Germany. Another
element to consider within the goodwill is the well-proven know-how and track record of Kronos’s team with 1,4 GW developed through 80
successfully installed projects in 9 countries. Finally, this acquisition is considered to be highly complementary with EDPR geographical current
set up, not only allowing the entrance in Germany and Netherlands, but also scaling presence in France and the UK with a fully solar focused
business.
Longroad
EDPR through its subsidiary, EDPR NA Distributed Generation, LLC, entered into an agreement in April 2022 to acquire 100% of the equity
interests in eighty four companies owning an aggregate nameplate capacity of 99.3 MW of operating solar plants located throughout the US.
The acquisition of these companies has been structured in 8 different transactions (tranches) which are independent from each other. However,
given that the seller is the same, the assets have same nature and risks and are all located in the same geography, the Group has opted to
present all these transactions aggregated in the same note, grouping the assets and liabilities acquired depending on whether the transaction
has generated goodwill or badwill. The completion of this transaction was subject to certain conditions precedent, which were specific for each
acquired company, necessitated multiple closings of discrete asset groups in separate tranches.
With the aforementioned conditions precedent fulfilled, EDPR acquired the aforementioned 100% equity interests in 84 companies in four
tranches, each of which is considered under the scope of IFRS 3 – Business combinations, for the following cash consideration:
Purchase
Projects Price Capacity
Closing Date
acquired thousand (MW dc)
Euros
19 April 2022 (1) 7 16,659 6.46
9 August 2022 (2) 3 248 1.82
9 August 2022 (1) 6 3,522 10.65
9 August 2022 (1) 2 2,623 1.22
3 October 2022 (2) 7 38,257 24.19
3 October 2022 (2) 18 22,867 16.93
9 December 2022 (3) 11 3,661 5.94
9 December 2022 (3) 30 45,155 32.09
84 132,992 99.3
The Group used the financial statements as at each respective closing date to determine pre-acquisition results and, consequently, the
companies and their operations have been consolidated since that date. The profit and loss and statement of cash flows reflect the activity of
these project companies from the respective date of closing presented in the table above.
If these acquisitions had occurred at the beginning of 2022, these would have contributed to the consolidated financial statements with
Revenues, mainly from energy and environmental attribute (REC) sales, in the approximate amount of 14,244 thousand Euros (15,000 thousand
USD) and with Net income for the period in the approximate amount of 2,279 thousand Euros (2,400 thousand USD), referring to the twelve-
month period ended at 31 December 2022.
At the acquisition dates for each respective tranche, the Group has determined the fair values of the assets acquired and liabilities assumed,
based on valuations performed by a third party. The valuation methodology utilized was a discounted cashflow approach, where cash flows for
each project were forecasted for the remaining life of the assets. The main components of cashflow, namely production, long term power prices
and operational costs were estimated using EDPR’s own methodology using historical data of the assets provided by the seller. The after tax
cash flows were then discounted at the weighted average cost of capital of 8.25% reflecting the risk of the debt and equity financing
components adjusted for the contracted profile of each project. Lastly to the aggregate value of the portfolio, adjustments were made for one-
off items, other balance sheet assets or liabilities and synergies, to reach the final equity valuation.
Integrated Annual Report 2022 Financial Statements and Notes 357
Such valuation has determined a fair value of the net assets acquired in the amount of 77,372 thousand Euros. Inputs and assumptions included
in the valuation models relied upon the use of significant estimates including market energy pricing curves, federal income tax rates and other
present value factors.
Fair values of identifiable assets and liabilities at the acquisition dates for tranches resulting in goodwill from the transaction are presented as
follows:
Liabilities
Provisions 4,416 -3,702 714
Institutional partnerships in US 2,821 -212 2,609
Other liabilities and other payables 37 - 37
Total liabilities 7,274 -3,914 3,360
The purchase price allocation exercise carried out in accordance with IFRS 3 resulted as a Goodwill recognition in the amount of 7,727 thousand
Euros, as per the difference of the net assets acquired at fair value and the consideration transferred for the acquisition of the shares of these
projects. This goodwill is mainly attributable to the acquisition of above-market power purchase agreements.
Fair values of identifiable assets and liabilities at the acquisition dates for tranches resulting in badwill from the transaction are presented as
follows:
Liabilities
Provisions 1,639 -1,280 359
Institutional partnerships in US 22,071 -2,900 19,171
Other liabilities and other payables 291 - 291
Total liabilities 24,001 -4,180 19,821
The purchase price allocation carried out in accordance with IFRS 3 resulted in a badwill recognition in the amount of 923 thousand Euros.
Additionally, the purchase price allocation has not yet been finalized for the projects acquired on 9 December 2022. The book value of the net
assets of these projects at the acquisition date amounted to 27,578 thousand Euros, with goodwill having been recognized in these transactions
in amounting to 21,238 thousand Euros (see note 19).
EDP Goiás
On 14 October 2021, EDP Energias do Brasil S.A, won the public auction for 100% of the equity shares of Celg Transmissão S.A,. Following this
auction, on 7 February 2022, EDP - Energias do Brasil acquired 99.99% of Celg Transmissão S.A., later renamed EDP Transmissão Goiás S.A.,
for an amount of 2,114 million brazilian Reais (375 million Euros). This transaction is considered under the scope of IFRS 3 - Business
combinations (see note 6).
Integrated Annual Report 2022 Financial Statements and Notes 358
EDP Goiás has a portfolio of 755 km of transmission network and operates 14 substations, predominantly through the Brazilian State of Goiás,
with three contracted concessions until 2043, 2045 and 2046. This transaction reinforces EDP Brasil's growth cycle, with an emphasis on the
distribution and transmission segments.
The Group used the financial statements as at 31 January 2022 of the company, to determine pre-acquisition balance sheet and results, and,
consequently, has consolidated from that date onward using the full consolidation method. Thus, this acquisition has contributed to the
Consolidated Financial Statements with Revenues, mainly Revenue from assets assigned to concessions, in the approximate amount of 70,241
thousand Euros and with a Net profit in the approximate amount of 14,497 thousand Euros, referring to the eleven-month period ended at 31
December 2022. If this acquisition had occurred in the beginning of the exercise, it would have contributed to the consolidated financial
statements with Revenues, mainly Revenue from assets assigned to concessions, in the approximate amount of 75,465 thousand Euros and
with a Net profit for the period in the approximate amount of 15.985 thousand Euros, referring to the twelve-month period ended at 31 December
2022.
With reference to the acquisition date, the book value of net assets in this portfolio amounted to 1,071 million Brazilian Reais (170 million Euros),
and an external evaluation determined the allocation of its fair value, which resulted, essentially, in the recognition of a concession right (see note
18). The evaluation methodology used was the Multi Period Excess Earning (“MEEM”).
Liabilities
Financial debt 15,044 - 15,044
Provisions 1,948 - 1,948
Deferred tax liabilities 41,329 - 41,329
Other liabilities and other payables 7,802 - 7,802
Tax liabilities 18,578 - 18,578
Total liabilities 84,701 - 84,701
Accordingly, Decree-Law no. 240/2004, of 27 December, was enacted in the context of the liberalization of the Portuguese energy sector,
establishing the early termination of the CAEs entered into in 1996 and, at the same time, approving the methodology to be used in
accomplishing said termination, as well as the compensation due to energy producers in that respect.
This methodology was subjected to the European Commission’s (EC) prior approval, expressed in the Decision concerning State aid N161/2004,
which deemed it effective and strictly necessary. Additionally, the enactment of the aforementioned Decree-Law by the Portuguese
Government was object of a legislative authorization, granted by the Portuguese Parliament.
In that context, and according to the approved methodology, EDP and REN - Rede Eléctrica Nacional, S.A. (REN) signed the CAE early
termination agreements in 2005, their entry into force having taken place on 1 July 2007, after being amended earlier that same year. Both
termination agreements were ratified by the member of the Portuguese Government responsible for the energy sector.
Integrated Annual Report 2022 Financial Statements and Notes 359
Pursuant to the provisions of the 2005 CAE termination agreements, on 8 March 2008 the Portuguese Government, REN and EDP Produção
entered into a number of concession agreements formalizing EDP’s right of use over the Public Hydro Domain (“Domínio Público Hídrico” – DPH)
until the end of the operational life of the hydroelectric plants subject to the so-called Costs for the Maintenance of the Contractual Balance
mechanism (“Custos de Manutenção do Equilíbrio Contratual“ – CMEC). Decree-Law 226-A/2007, of 31 May, introduced a new obligation to
EDP, unforeseen in the 2004 legislation or in the 2005 termination agreements, which consisted in the payment by EDP of an amount
concerning the “economic and financial balance” of each power plant. Pursuant to this legal framework, and following assessments carried out
by two independent financial institutions appointed by the Government, EDP Produção was ordered to pay EUR 759 million, as consideration for
the extension of its right of use over the DPH. This included approximately EUR 55 million due for the Hydro Resources Tax.
In 2012, the EC and Portuguese authorities (the Central Department of Criminal Investigation and Prosecution, a part of the Public Prosecutor’s
Office – “Departamento Central de Investigação e Ação Penal”, DCIAP) received complaints regarding (i) the methodology adopted for the
early termination of the CAEs and the implementation of the CMEC mechanism and; (ii) EDP’s right of use over the DPH.
So far as the complaint received by the EC is concerned, this institution addressed a clarification request to the Portuguese Government over the
early termination of the CAEs, and its replacement by the CMEC framework.
The EC decided, in September 2013, that the compensation attributed to EDP Produção in the context of the early termination of the CAEs did
not exceed the amount required to reimburse the investment costs meant to be recovered throughout the operational life of the assets in
question. Furthermore, it certified that the execution of the CMEC framework respected the terms that were notified to the EC, and approved, in
2004. Accordingly, the EC has at this stage concluded its investigation regarding the early termination of the CAEs. Having found no evidence
of non-compliance with the framework in force in Portugal (approved by the EC itself in 2004) or at the EU level, it decided not to pursue an in-
depth investigation on the matter.
Simultaneously, in September 2013, the EC decided to undertake an in-depth investigation exclusively in respect of the right of use over the DPH
matter.
These in-depth investigation proceedings over EDP’s right of use over the DPH were formally concluded in May 2017, with the EC having
decided that the consideration paid by EDP was in line with market conditions. It further concluded that the financial methodology followed to
determine the price to be paid by EDP for the right of use over the DPH was appropriate and resulted in a fair market price, expressly adding that
the accusations that such price (759 million euros) had been underappreciated were baseless, and resulted from an inaccurate financial
calculation methodology.
In 2 June 2017, EDP was made aware of the investigation being carried out by the DCIAP since 2012 regarding the amounts due to EDP for the
early termination of the CAEs and the right of use over the DPH. On that date, the authorities carried out a search in EDP’s offices, as well as
REN’s (as network operator) and a consultant. At that time, DCIAP informed, by way of a public press release, that investigations were ongoing,
and the alleged facts could amount to active and passive corruption, and economic participation in business deals. The DCIAP further informed,
in said press release, that some members of EDP’s Executive Board of Directors, as well as former directors who executed the relevant
agreements, were suspects in that investigation.
On 6 July 2020, a measure of constraint to suspend the exercise of functions in EDP’s Executive Board of Directors was proposed by the Public
Prosecutor’s Office, and applied by the court, to António Mexia and João Manso Neto (then Chairman and member of the board, respectively),
while the investigation remained in the inquiry stage. On the same day, the General and Supervisory Board and the Executive Board of Directors
resolved to appoint then Chief Financial Officer Miguel Stilwell de Andrade as interim Chairman, for the duration of the impediment of the
current Chairman of the Executive Board of Directors, in addition to his functions at the time.
On 30 November 2020, and as communicated to the market on that same date, EDP received formal notices of both suspended members of the
Executive Board of Directors, informing of their unavailability to be re-appointed to serve in EDP’s corporate bodies for the 2021-2023 term of
office.
On 19 January 2021, an Extraordinary General Shareholders’ Meeting was held, and a new management team was appointed to the Executive
Board of Directors, for the 2021-2023 triennium.
Integrated Annual Report 2022 Financial Statements and Notes 360
EDP reaffirms that no irregularities exist regarding the matters at hand and believes the amounts due by the early termination of the CAEs and
the proceedings regarding the DPH, in particular the amounts paid, were fair and according to market conditions.
EDP remains determined in the pursuit of its corporate purpose and in the fulfilment of its clients, shareholders, employees, and remaining
stakeholders’ highest expectations. EDP is committed to the accomplishment of its strategic goals, and no impact to its consolidated financial
statements is expected to arise as a consequence of the above.
Regarding the judicial procedure, it is still under investigation and till the present date there are no relevant developments regarding the reason
that uphold EDP as a defendant.
The Group develops a set of regulated and liberalised activities in the energy sector, with special emphasis in generation, distribution and supply
of electricity.
The Executive Board of Directors regularly reviews segmental reports, using Operating Profit to assess and release each business operating
performance, as well as to allocate resources.
The Renewables segment corresponds to the activity of generation of electricity from renewable sources, mainly hydro, wind and solar. This
segment includes, but not limited to, the following companies:
The Networks segment corresponds to the activities of electricity distribution and transmission. This segment includes, but not limited to, the
following companies:
The Client Solutions & Energy Management segment includes the following activities: generation of electricity from non-renewable sources,
mainly coal and gas; electricity and gas supply, including last resort suppliers and related energy solutions services to clients; and energy
management businesses responsible for management of purchases and sales of energy in iberian and brazilian markets, and also for the
related hedging transactions. This segment includes, but not limited to, the following companies:
Segment Definition
The amounts reported in each operating segment result from the aggregation of the subsidiaries and business units defined in each segment
perimeter and the elimination of transactions between companies of the same segment.
The statement of financial position captions of each subsidiary and business unit, as well as income statement captions for each operating
segment, are determined based on the amounts booked directly in the companies that compose the segment, including the elimination of
balances between companies of the same segment, and excluding the allocation in the segments of the adjustments between segments.
In each business segment, Assets include the Property, Plant and Equipment, Right-of-use assets, Intangible Assets and Goodwill. The
remaining assets are presented in the "Reconciliation of information between Operating Segments and Financial Statements".
Under IFRS 8, the EDP Group discloses as Operating investment, additions in non-current assets, except for financial instruments, deferred tax
assets and post-employment benefit assets. Therefore, in each business segment, the Operating Investment caption includes increases in
Property, Plant and Equipment; Intangible Assets and Amounts receivable from concessions - IFRIC 12 under the financial asset model,
excluding CO2 licenses, net of increases in Government grants, customers contributions for investment and sales of properties in the period.
Goodwill is disclosed in note 19.
In consolidated financial statements, Joint Ventures and associated companies are accounted under the equity method, in accordance with the
Group accounting policy disclose in note 2. These equity accounted investees are disclosed by business segment under IFRS 8 and presented in
the business segment correspondent to its operating activity.
EDP Group Operating Segments Information as at 31 December 2022
Client Solutions
Renewables Networks & Energy Total
Thousand Euros Management Segments
Revenues from energy sales and services and other 3,646,510 4,054,001 17,080,255 24,780,766
Revenues inter-segments 1,726,916 2,498,813 -83,173 4,142,556
Revenues from third parties 1,919,594 1,555,188 17,163,428 20,638,210
Financial assets - Investments in joint ventures and associates 1,429,902 248 11,154 1,441,304
Reconciliation of information between Operating Segments and Financial Statements for 31 December 2022
Thousand Euros
Total Revenues from energy sales and services and other of Reported Segments 24,780,766
Revenues from energy sales and services and others from Other Segments 262,292
Adjustments and Inter-segments eliminations* -4,392,294
Total Revenues from energy sales and services and other of EDP Group 20,650,764
Total Equity accounted Investments in joint ventures and associates of Reported Segments 1,441,304
Equity accounted Investments in joint ventures and associates from Other Segments 164,439
Total Equity accounted Investments in joint ventures and associates of EDP Group 1,605,743
Adjustments and
Total of Reported Total of EDP
Other Segments Inter-segments
Segments Group
eliminations*
Client Solutions
Renewables Networks & Energy Total
Thousand Euros Management Segments
Revenues from energy sales and services and other 2,845,315 3,947,159 11,294,666 18,087,140
Revenues inter-segments 1,493,549 1,772,116 -144,309 3,121,356
Revenues from third parties 1,351,766 2,175,043 11,438,975 14,965,784
* Includes restatement originated by changing the classification of the Social Tariff Costs as described in note 2a)
364
Integrated Annual Report 2022 Financial Statements and Notes 365
Reconciliation of information between Operating Segments and Financial Statements for 31 December 2021 **
Thousand Euros
Total Revenues from energy sales and services and others of Reported Segments 18,087,140
Revenues from energy sales and services and others from Other Segments 236,881
Adjustments and Inter-segments eliminations* -3,341,112
Total Revenues from energy sales and services and others of EDP Group 14,982,909
Adjustments and
Total of Reported Total of EDP
Other Segments Inter-segments
Segments Group
eliminations*
Other income 1,005,007 40,654 -21,673 1,023,988
Supplies and services -953,006 -164,092 228,144 -888,954
Personnel costs and employee benefits -546,612 -123,350 3,503 -666,459
Other costs -709,141 -26,993 8,169 -727,965
Impairment losses on trade receivables and debtors -32,804 -25 1 -32,828
Joint ventures and associates 68,651 39,455 - 108,106
Group
Financial debt and Derivative financial
instruments (including Collateral Deposits)
Institutional Loans
Derivative partnerships from
Loans Collateral financial in North Lease non-controlling
obtained Deposits instruments America Liabilities interests
Thousand Euros (Note 34) (Note 34) (Note 42)* (Note 37) (Note 39) (Note 39)
Balance as at 31 de December 2020 16,286,763 -32,069 -129,593 1,933,542 1,055,678 590,424
Cash flows:
Receipts relating to financial debt (including Collateral Deposits) 3,080,716 - - - - -
(Payments) relating to financial debt (including Collateral Deposits) -2,630,334 -19,183 - - - -
Interest and similar costs of financial debt including hedge derivatives -471,489 - -9,840 - - -
Receipts/(payments) relating to loans from non-controlling interests - - - - - -53,679
Interest and similar costs relating to loans from non-controlling interests - - - - - -18,244
Receipts/(payments) relating to derivative financial instruments - - 10,317 - - -
Receipts/(payments) from institutional partnerships - - - 692,164 - -
Lease (payments) - - - - -98,772 -
Perimeter variations -167,448 1,551 1,426 -413,306 -144,155 -65,017
Exchange differences 348,143 -374 1,050 168,318 51,456 1,955
Fair value changes -67,036 - 112,293 - -
Interests and accrued and deferred costs 455,897 - 16,853 9,369 - 17,318
Unwinding - - - 79,023 39,510 -
ITC/PTC recognition - - - -177,205 - -
Change in Benefits Recognition - - - -32,164 - -
New lease contracts/Increments in rent values - - - - 158,285 -
Reclassification to Liabilities held for sale -17,276 - -103 - -12,554 -2
Balance as at 31 de December 2021 16,817,936 -50,075 2,403 2,259,741 1,049,448 472,755
Cash flows:
Receipts relating to financial debt (including Collateral Deposits) 4,449,800 -985 - - - -
(Payments) relating to financial debt (including Collateral Deposits) -1,583,281 - - - - -
Interest and similar costs of financial debt including hedge derivatives -679,413 - -37,041 - - -
Receipts/(payments) relating to loans from non-controlling interests - - - - - 205,145
Interest and similar costs relating to loans from non-controlling interests - - - - - -12,885
Receipts/(payments) relating to derivative financial instruments - - 21,017 - - -
Receipts/(payments) from institutional partnerships - - - -77,385 - -
Lease (payments) - - - - -133,696 -
Perimeter variations 88,952 2,252 -49,060 24,892 538 -25
Exchange differences 357,553 -4,293 72,089 144,123 38,978 -1,717
Fair value changes -89,546 - 48,673 - - -
Interests and accrued and deferred costs 660,472 - 101,165 -2,659 - 13,676
Unwinding - - - 96,955 46,146 -
ITC/PTC recognition - - - -233,505 - -
New lease contracts/Increments in rent values - - - - 386,378 -
Balance as at 31 December 2022 20,022,473 -53,101 159,246 2,212,162 1,387,792 676,949
* The Group considers as financing activities all derivative financial instruments excluding derivatives related with commodities.
Company
Financial debt and
Derivative financial
instruments
Derivative
Loans financial Lease Group
obtained instruments Liabilities companies
Thousand Euros (Note 34) (Note 42)* (Note 39) (Note 39)
Balance as at 31 de December 2020 11,483,572 -4,456 161,972 3,873
Cash flows:
Receipts relating to financial debt (including Collateral Deposits) 2,452,048 - - -
(Payments) relating to financial debt (including Collateral Deposits) -2,068,048 - - -
Interest and similar costs of financial debt including hedge derivatives -218,264 -16,935 - -
Receipts/(payments) relating to loans from related parties 1,159,901 - - -3,873
Receipts/(payments) relating to derivative financial instruments - 20,585 - -
Lease (payments) - - -12,502 -
Exchange differences 17,001 - - -
Fair value changes - -39,886 - -
Unwinding - - 4,948 -
Interests and accrued and deferred costs 208,089 21,332 - 3,630
New lease contracts/Increments in rent values - - 1,936 -
Balance as at 31 December 2021 13,034,299 -19,360 156,354 3,630
Cash flows:
Receipts relating to financial debt (including Collateral Deposits) 2,634,236 - - -
(Payments) relating to financial debt (including Collateral Deposits) -1,594,679 - - -
Interest and similar costs of financial debt including hedge derivatives -209,000 -20,046 - -
Receipts/(payments) relating to loans from related parties -152,879 - - -3,630
Receipts/(payments) relating to derivative financial instruments - 121,013 - -
Lease (payments) - - -12,625 -
Exchange differences 23,289 - - -
Fair value changes - -78,886 - -
Unwinding - - 5,876 -
Interests and accrued and deferred costs 208,436 12,826 - 3,857
New lease contracts/Increments in rent values - - 2,726 -
Balance as at 31 December 2022 13,943,702 15,547 152,331 3,857
* The Group considers as financing activities all derivative financial instruments excluding derivatives related with commodities.
Integrated Annual Report 2022 Financial Statements and Notes 367
Head Office
Other Countries:
EDP - Ásia Soluções Energéticas Limitada Macao 1,500,000 MOP 1,622 23 1,599 - -485 100.00% 5.00%
EDP Finance BV Amesterdam 2,000,000 EUR 11,939,090 11,817,341 121,749 - -6,431 100.00% 100.00%
EDP International Investments and Services, S.L. Oviedo 9,116 EUR 1,339,097 126,128 1,212,969 - 62,380 100.00% 100.00%
EDP Servicios Financieros España, S.A.U. Oviedo 10,300,058 EUR 4,057,309 3,554,047 503,262 - 42,363 100.00% 100.00%
Energia RE - Sociedade Cativa de Resseguro Luxembourg 3,000,000 EUR 144,228 75,082 69,146 3 5,052 100.00% 100.00%
Electricity Distribution:
E-Redes – Distribuição de Eletricidade, S.A. Lisbon 300,000,000 EUR 3,893,399 2,720,899 1,172,500 1,343,158 129,930 100.00% 100.00%
Electricity Supply:
EDP Comercial - Comercialização de Energia, S.A. Lisbon 64,500,005 EUR 1,166,173 902,109 264,064 3,559,012 134,802 100.00% 100.00%
EDP Mediadora, S.A. Lisbon 50,000 EUR 8,987 1,372 7,616 3,165 1,948 100.00%
Effizency, S.A. Lisbon 128,132 EUR 3,501 1,025 2,477 1,438 71 96.86%
SU Eletricidade, S.A. Lisbon 10,110,110 EUR 2,255,974 2,162,627 93,347 3,721,590 7,656 100.00% 100.00%
Gas Supply:
EDP Gás Serviço Universal, S.A. Oporto 1,050,996 EUR 12,593 3,864 8,729 11,535 -23 100.00% 100.00%
Other activities:
EDP GEM Portugal, S.A. Lisbon 50,000 EUR 903,462 917,992 -14,530 1,837,700 -70,570 100.00% 100.00%
Electricity Distribution:
Lugo 15,689,797 EUR 383,426 244,594 138,832 60,798 30,091 75.05%
Barras Eléctricas Galaico-Asturianas, S.A.
EDP Redes España, S.L.U. Oviedo 10,000,000 EUR 2,510,609 2,399,730 110,879 - -82,176 75.10%
Electra Llobregat Energía, S.L. Barcelona 90,000 EUR 5,080 3,144 1,936 445 79 56.32%
Hidrocantábrico Distribución Elétrica, S.A.U Oviedo 44,002,000 EUR 1,152,840 834,059 318,781 200,604 98,977 75.10%
Viesgo Distribución Eléctrica, S.L. Santander 77,792,000 EUR 1,159,113 833,561 325,551 188,919 48,125 75.10%
Electricity Supply:
Comercializadora Energética Sostenible, S.A. Bilbau 60,000 EUR 114 38 76 353 -5 100.00%
EDP Clientes, S.A. Oviedo 1,000,000 EUR 1,352,712 1,972,500 -619,788 2,369,352 -163,017 100.00%
EDP Energia Ibérica, S.A. Oviedo 60,200 EUR 53 12,979 -12,927 - -2 100.00%
EDP Solar España, S.A. Oviedo 1,000,000 EUR 92,825 94,659 -1,833 75,969 -6,465 100.00%
Other activities:
EDP GEM España, S.A. Oviedo 1,000,000 EUR 1,441 278 1,162 33 92 100.00%
EDP Iberia, S.L. Bilbau 130,260,000 EUR 1,463,666 159,347 1,304,320 - 15,089 100.00%
EDP Ventures España, S.A. Oviedo 60,000 EUR 253 203 50 - -7 100.00%
Transporte GNL, S.A. Bilbau 1,000,000 EUR 143,971 136,112 7,859 71,821 5,565 100.00%
Viesgo Infraestructuras Energéticas, S.L. Santander 147,195,418 EUR 582,925 167,199 415,725 52,483 198,902 75.10%
Electricity Generation:
Enerpeixe, S.A. São Paulo 219,735,967 BRL 309,500 193,426 116,074 57,931 -2,074 34.53%
Investco, S.A. Tocantins 804,458,843 BRL 225,174 53,438 171,737 40,622 20,287 23.47%
Lajeado Energia, S.A. São Paulo 6,867,541 BRL 246,890 130,953 115,937 137,862 58,055 32.15%
PCH Santa Leopoldina S.A. Espírito Santo 244,710,000 BRL 416,570 383,451 33,119 - -10,686 57.55%
Porto do Pecém Geração de Energia, S.A. Ceará 2,368,998,621 BRL 659,302 302,873 356,428 255,662 -119,821 57.55%
Resende Engenharia e Assessoria, Ltda. São Paulo 21,573,318 BRL 3,763 9 3,754 - -3 57.55%
Electricity Distribution:
EDP Espírito Santo Distribuição de Energia S.A. Espírito Santo 650,572,403 BRL 1,097,801 853,851 243,951 917,219 102,587 57.55%
EDP São Paulo Distribuição de Energia S.A. São Paulo 596,669,107 BRL 1,172,207 995,462 176,745 1,046,269 96,117 57.55%
Electricity Supply:
EDP Smart SPE Ltda. São Paulo 141,011,252 BRL 28,200 2,864 25,336 7,641 1,320 57.55%
EDP Smart Energia, Ltda São Paulo 20,556,000 BRL 129,609 119,277 10,332 58,260 4,289 57.55%
EDP Smart Serviços, S.A. Espírito Santo 412,786,011 BRL 137,186 83,057 54,129 24,282 -6,394 57.55%
EDP Smart Soluções, S.A. Rio Grande do Sul 124,072,773 BRL 23,257 9,275 13,982 11,310 -5,582 57.55%
Integrated Annual Report 2022 Financial Statements and Notes 369
Head Office
EDP Smart SPE V Ltda. São Paulo 13,541,069 BRL 8,796 6,140 2,655 406 51 57.55%
EDP Trading Comercialização e Serviços de Energia, S.A. São Paulo 221,679,595 BRL 634,888 565,896 68,992 606,136 10,249 57.55%
Energia Solar I SPE LTDA. Espírito Santo 1,203,819 BRL 372 359 13 - -30 57.55%
Energia Solar II SPE LTDA. Espírito Santo - BRL - - - - - 57.55%
Nova Geração Solar LTDA. São Paulo 2,538,124 BRL 510 485 25 - -38 57.55%
Transmission of Electricity:
EDP Transmissão Aliança SC, S.A. Espírito Santo 340,500,999 BRL 448,281 345,987 102,294 63,260 16,051 51.80%
EDP Transmissão Goiás S.A. Goias 328,750,229 BRL 324,264 116,427 207,837 69,714 31,553 57.55%
EDP Transmissão Litoral Sul S.A. São Paulo 310,755,430 BRL 69,982 15,269 54,714 21,568 4,048 57.55%
EDP Transmissão Norte S.A. Espírito Santo 20,951,000 BRL 27,015 23,687 3,327 24,513 -381 57.55%
EDP Transmissão SP-MG, S.A. Espírito Santo 33,000,999 BRL 485,508 414,689 70,819 92,238 27,227 57.55%
ENERGIA I SPE S.A. Espírito Santo - BRL - - - - - 57.55%
ENERGIA SPE II S.A. Espírito Santo - BRL - - - - - 57.55%
Mata Grande Transmissora de Energia LTDA. Paraná 17,529,870 BRL 21,554 19,672 1,882 6,852 -405 57.55%
Other Activities:
EDP Ventures Brasil S.A. São Paulo 40,656,475 BRL 7,157 1,095 6,062 - -653 57.55%
Portugal:
EDP Renewables SGPS, S.A. Oporto 50,000 EUR 351,400 4,498 346,902 - 2,326 74.98%
EDP Renováveis Portugal, S.A. Oporto 7,500,000 EUR 441,105 257,172 183,933 137,012 58,008 38.24%
EDPR Cross Solutions, S.A. Oporto 50,000 EUR 597 584 13 811 -37 74.98%
EDPR PT - Parques Eólicos, S.A. Oporto 50,000 EUR 94,066 45,813 48,253 3 11,280 38.24%
EDPR PT - Promoção e Operação, S.A. Oporto 57,500 EUR 43,817 36,600 7,217 16,364 -4,768 74.98%
Eólica da Coutada, S.A. Soutelo de Aguiar 50,000 EUR 141,029 72,021 69,008 28,138 10,622 38.24%
Eólica da Coutada II, S.A. Oporto 50,000 EUR 14,839 14,823 16 - -34 74.98%
Eólica da Serra das Alturas, S.A. Boticas 50,000 EUR 11,688 2,549 9,139 3,380 1,733 19.16%
Eólica da Terra do Mato, S.A. Oporto 50,000 EUR 39,872 24,666 15,205 7,854 2,548 38.24%
Eólica das Serras das Beiras, S.A. Piódão - Arganil 50,000 EUR 88,268 37,435 50,834 20,804 8,659 38.24%
Eólica de Alagoa, S.A. Arcos de Valdevez 50,000 EUR 7,542 1,356 6,186 2,934 2,546 22.94%
Eólica de Montenegrelo, S.A. Vila Pouca de Aguiar 50,000 EUR 18,384 3,891 14,493 5,985 2,973 19.16%
Eólica do Alto da Lagoa, S.A. Oporto 50,000 EUR 19,509 5,778 13,731 5,021 2,083 38.24%
Eólica do Alto da Teixosa, S.A. Alhões 50,000 EUR 24,542 11,053 13,488 6,162 2,646 38.24%
Eólica do Alto do Mourisco, S.A. Cerdedo 50,000 EUR 21,429 9,693 11,736 5,100 2,225 38.24%
Eólica do Espigão, S.A. Vila Nova CMV 50,000 EUR 24,790 7,558 17,232 7,306 3,468 38.24%
Eólica dos Altos de Salgueiros-Guilhado, S.A. Vila Pouca de Aguiar 50,000 EUR 10,415 5,045 5,370 2,259 872 38.24%
Fotovoltaica Flutuante do Grande Lago, S.A. Oporto 50,000 EUR 2,127 1,325 802 - -93 74.98%
Fotovoltaica Lote A, S.A. Oporto 50,000 EUR 97,847 97,715 132 - 108 74.98%
IE2 Portugal, SGPS, S.A. Oporto 50,000 EUR 112 66 46 - -21 74.98%
Malhadizes - Energia Eólica, S.A. Oporto 50,000 EUR 18,698 7,882 10,816 5,009 1,923 38.24%
Parque Eólico do Barlavento, S.A. Oporto 60,000 EUR 53,052 13,280 39,772 14,266 7,713 67.46%
S.E.E. - Sul Energía Eólica, S.A. Oporto 150,000 EUR 9,650 796 8,854 2,921 1,997 74.98%
France:
EDPR France Holding, S.A.S. Paris 79,900,000 EUR 390,316 285,206 105,110 36,002 -10,201 74.98%
Eoles Montjean, S.A.S. Paris 849,351 EUR 1,126 278 849 - -1 74.98%
Fransol 11, S.A.S. Boulogne-Billancourt 1 EUR 2 13 -11 - -1 63.73%
Fransol 12, S.A.S. Boulogne-Billancourt 1 EUR 5 29 -24 - -9 63.73%
Fransol 13, S.A.S. Boulogne-Billancourt 1 EUR 4 24 -20 - - 63.73%
Fransol 14, S.A.S. Boulogne-Billancourt 1 EUR 837 843 -6 - 28 63.73%
Fransol 15, S.A.S. Boulogne-Billancourt 1 EUR 6 41 -35 - -1 63.73%
Fransol 16, S.A.S. Boulogne-Billancourt 1 EUR 9 57 -47 - -14 63.73%
Fransol 17, S.A.S. Boulogne-Billancourt 1 EUR 3 18 -15 - -5 63.73%
Fransol 18, S.A.S. Boulogne-Billancourt 1 EUR 5 29 -24 - -2 63.73%
Fransol 19, S.A.S. Boulogne-Billancourt 1 EUR 3 16 -13 - - 63.73%
Fransol 20, S.A.S. Boulogne-Billancourt 1 EUR 18 77 -59 - -9 63.73%
Fransol 21, S.A.S. Boulogne-Billancourt 1 EUR 8 50 -42 - 1 63.73%
Fransol 22, S.A.S. Boulogne-Billancourt 1 EUR 1 5 -4 - - 63.73%
Fransol 23, S.A.S. Boulogne-Billancourt 1 EUR 2 13 -11 - - 63.73%
Fransol 24, S.A.S. Boulogne-Billancourt 1 EUR 7 40 -33 - -20 63.73%
Fransol 25, S.A.S. Boulogne-Billancourt 1 EUR 4 25 -21 - -7 63.73%
Fransol 26, S.A.S. Boulogne-Billancourt 1 EUR 3 16 -13 - - 63.73%
Fransol 27, S.A.S. Boulogne-Billancourt 1 EUR 15 89 -74 - -9 63.73%
Fransol 28, S.A.S. Boulogne-Billancourt 1 EUR 9 57 -47 - -29 63.73%
Fransol 29, S.A.S. Boulogne-Billancourt 1 EUR 3 16 -13 - - 63.73%
Fransol 30, S.A.S. Boulogne-Billancourt 1 EUR 3 26 -23 - -5 63.73%
Fransol 31, S.A.S. Boulogne-Billancourt 1 EUR 3 20 -16 - -5 63.73%
Fransol 32, S.A.S. Boulogne-Billancourt 1 EUR 4 22 -18 - -13 63.73%
Fransol 33, S.A.S. Boulogne-Billancourt 1 EUR 2 12 -10 - -7 63.73%
Integrated Annual Report 2022 Financial Statements and Notes 370
Head Office
Poland:
Budzyn, Sp. z o.o. Warsaw 5,000 PLN 5 42 -37 - -18 38.24%
EDP Renewables Polska HoldCo, S.A. Warsaw 100,100 PLN 258,978 39,386 219,591 - 24,886 38.24%
EDP Renewables Polska Solar, Sp. Z o.o. Warsaw 5,000 PLN 22,136 23,720 -1,584 - -1,195 74.98%
EDP Renewables Polska, Sp. z o.o. Warsaw 435,045,000 PLN 615,902 375,616 240,286 10,580 62,853 74.98%
Elektrownia Kamienica, Sp. z o.o. Warsaw 5,000 PLN 673 706 -33 - -17 74.98%
Elektrownia Wiatrowa Kresy I, Sp. z o.o. Warsaw 70,210 PLN 105,078 11,990 93,088 36,417 20,879 38.24%
EW Dobrzyca, Sp. z o.o. Poznań 674,000 PLN 121,149 129,594 -8,445 23,403 13,345 74.98%
Farma Fotowoltaiczna Budzyn, Sp. z o.o. Warsaw 5,000 PLN 19 20 -1 - -2 74.98%
Farma Fotowoltaiczna Dobrzyca, Sp. z o.o. Warsaw 5,000 PLN 19 20 -1 - -2 74.98%
Farma Fotowoltaiczna Koden, Sp. z o.o. Warsaw 5,000 PLN 1,431 1,454 -23 - -18 74.98%
Farma Fotowoltaiczna Radziejów, Sp. z o.o. Warsaw 5,000 PLN 3 9 -6 - -7 74.98%
Farma Fotowoltaiczna Tomaszów, Sp. z o.o. Warsaw 5,000 PLN 2 5 -4 - -5 74.98%
Farma Fotowoltaiczna Ujazd, Sp. z o.o. Warsaw 5,000 PLN 2 3 -2 - -3 74.98%
Farma Fotowoltaiczna Warta, Sp. z o.o. Warsaw 5,000 PLN 2 7 -6 - -7 74.98%
Farma Fotowoltaiczna Wielkopolska, Sp. z o.o. Warsaw 5,000 PLN 7 8 -1 - -2 74.98%
Farma Wiatrowa Starozreby, Sp. z o.o. Warsaw 466,000 PLN 265 2 263 - -16 74.98%
FW Warta, Sp. z o.o. Poznań 10,000 PLN 51,093 49,664 1,429 3,195 1,804 74.98%
Gudziki Wind Farm, Sp. z o.o. Warsaw 35,715,400 PLN 50,564 43,807 6,757 11,019 4,916 38.24%
Korsze Wind Farm, Sp. z o.o. Warsaw 35,754,000 PLN 64,833 29,885 34,947 35,457 21,034 38.24%
Masovia Wind Farm I, Sp. z o.o. Warsaw 1,258,000 PLN 142 215 -73 - -49 74.98%
Miramit Investments, Sp. z o.o. Warsaw 55,000 PLN 454 323 131 - -22 74.98%
Molen Wind II, Sp. z o.o. Warsaw 14,600 PLN 59,236 32,974 26,262 20,208 9,947 38.24%
Neo Solar Chotków, Sp. z o.o. Warsaw 5,000 PLN 23,049 23,297 -248 - -220 74.98%
Neo Solar Farm, Sp. z o.o. Warsaw 5,000 PLN 99,238 101,021 -1,784 - -538 74.98%
Neo Solar Przykona II, Sp. z o.o. Warsaw 5,000 PLN 974 1,030 -56 - -14 74.98%
R.Wind, Sp. z o.o. Warsaw 6,000 PLN 701 846 -145 - -117 74.98%
Radziejów Wind Farm, Sp. z o.o. Warsaw 27,605,000 PLN 29,827 23,651 6,176 8,050 2,490 38.24%
Rampton, Sp. z o.o. Warsaw 11,005,000 PLN 2,534 283 2,251 697 -35 74.98%
Relax Wind Park I, Sp. z o.o. Warsaw 46,540,000 PLN 105,605 51,832 53,773 42,250 21,631 38.24%
Relax Wind Park III, Sp. z o.o. Warsaw 59,603,000 PLN 236,840 198,959 37,881 40,636 16,469 38.24%
Rowy-Karpacka Mala Energetyka, Sp. z o.o. Warsaw 50,000 PLN 115 591 -475 - -34 74.98%
Ujazd, Sp. z o.o. Poznań 3,748,400 PLN 59,711 59,920 -209 8,496 3,954 74.98%
WF Energy III, Sp. z o.o. Warsaw 5,000 PLN 535 542 -7 - -13 74.98%
Wind Field Wielkopolska, Sp. z o.o. Poznań 505,000 PLN 122,988 161,769 -38,781 23,721 13,280 74.98%
Romania:
Beta Wind, S.R.L. Bucharest 207,470 RON 5,395 467 4,928 - -306 74.98%
EDPR România, S.R.L. Bucharest 1,491,259,750 RON 670,717 158,101 512,617 283,507 57,751 74.98%
Energopark, S.R.L. Bucharest 133,720 RON 1,777 1,885 -108 - -292 74.98%
Fravezac, S.R.L. Bucharest 5,815,810 RON 1,378 836 542 - -30 74.98%
International Solar Energy, S.R.L. Bucharest 200 RON 198 445 -247 - -247 74.98%
Solar Phoenix, S.R.L. Bucharest 79,300 RON 314 584 -270 - -266 74.98%
Great Britain:
Altnabreac Wind Farm Limited Edinburgh 100 GBP 67 1,961 -1,894 - -1,674 74.98%
Ben Sca Wind Farm Limited Edinburgh 100 GBP 2,528 3,392 -864 - -588 74.98%
Drummarnock Wind Farm Limited Edinburgh 100 GBP 1,163 1,829 -666 - -400 74.98%
KS SPV 36 Limited Newmarket 1 GBP 167 147 20 123 4 74.98%
KS SPV 46 Limited Newmarket 1 GBP - 26 -26 - -7 74.98%
KS SPV 65 Limited Newmarket 1 GBP - 22 -22 - -15 74.98%
KS SPV 69 Limited Newmarket 1 GBP - 7 -7 - -6 74.98%
KS SPV 70 Limited Newmarket 1 GBP 139 161 -22 - -21 74.98%
KS SPV 71 Limited Newmarket 1 GBP 61 77 -16 - -16 74.98%
KS SPV 72 Limited Newmarket 1 GBP - 10 -10 - -11 74.98%
KS SPV 73 Limited Newmarket 1 GBP - 6 -6 - -6 74.98%
KS SPV 74 Limited Newmarket 1 GBP - 6 -6 - -6 74.98%
KS SPV 75 Limited Newmarket 1 GBP 4 13 -9 - -9 74.98%
KS SPV 76 Limited Newmarket 1 GBP - 5 -5 - -5 74.98%
KS SPV 77 Limited Newmarket 1 GBP - 5 -5 - -5 74.98%
KS SPV 78 Limited Newmarket 1 GBP - 5 -5 - -5 74.98%
KS SPV 79 Limited Newmarket 1 GBP - 5 -5 - -5 74.98%
KS SPV 80 Limited Newmarket 1 GBP - 5 -5 - -5 74.98%
Lurg Hill Wind Farm Ltd Edinburgh 100 GBP 323 1,064 -741 - -365 74.98%
Moorshield Wind Farm Limited Edinburgh 100 GBP 1,369 2,009 -640 - -369 74.98%
Muirake Wind Farm Ltd Edinburgh 100 GBP 5,905 4,351 1,554 2,143 1,779 59.23%
Vento Ludens Ltd Edinburgh 8,000 GBP 4,710 8,096 -3,386 624 -4,418 74.98%
Wind 2 Project 1 Limited Edinburgh 100 GBP 1,112 1,753 -641 - -374 74.98%
Italy:
AW 2, S.r.l. Milan 100,000 EUR 24,498 19,413 5,085 10,994 5,120 56.23%
C & C Tre Energy S.r.l. Milan 100,000 EUR 29,735 28,890 844 - -144 74.98%
Custolito, S.R.L. Milan 10,000 EUR 246 224 22 - -2 74.98%
EDP Renewables Italia Holding, S.R.L. Milan 347,000 EUR 372,299 91,317 280,981 12,044 225,411 74.98%
EDP Renewables Italia, S.R.L. Milan 34,439,343 EUR 196,257 120,743 75,513 44,165 23,634 38.24%
Integrated Annual Report 2022 Financial Statements and Notes 371
Head Office
Greece:
Aeolos Evias Energiaki, M.A.E. Athens 25,000 EUR 3,470 4,105 -635 - -660 74.98%
Aioliki Oitis Energiaki E.P.E. Athens 4,500 EUR 674 2,141 -1,467 - -408 74.98%
Aioliko Parko Fthiotidos Erimia E.P.E. Athens 154,500 EUR 11,333 11,163 170 - -542 74.98%
EDPR Hellas 1 M.A.E. Athens 1,255,000 EUR 24,208 23,799 410 - -1,040 74.98%
EDPR Hellas 2 M.A.E. Athens 470,000 EUR 12,580 11,322 1,257 - -651 74.98%
Energiaki Arvanikou E.P.E. Athens 1,312,380 EUR 60,467 44,190 16,278 6,375 645 74.98%
Kadmeios Anemos Energiaki, A.E. Athens 25,000 EUR 603 1,947 -1,344 - -410 74.98%
Voiotikos Anemos Energy, A.E. Athens 25,000 EUR 890 1,428 -538 - -403 74.98%
Wind Park Aerorrachi M.A.E. Athens 496,020 EUR 841 3,457 -2,616 - -1,013 74.98%
Wind Shape E.P.E. Athens 18,000 EUR 972 1,585 -614 - -453 74.98%
Germany:
EDP Renewables Germany GmbH Munich 25,000 EUR 22 22 -1 - -26 74.98%
Kronos Projektgesellschaft mbH Munich 25,000 EUR 24 5 19 - -6 74.98%
Kronos Solar Projects France UG Munich 1,000 EUR 3,604 1,864 1,740 - -22 63.73%
Kronos Solar Projects GmbH Munich 27,669 EUR 64,993 1,437 63,556 606 -438 74.98%
KSD 11 UG Bütow 1,000 EUR 34 57 -23 - -3 74.98%
KSD 12 UG Munich 1,000 EUR 220 232 -12 - -4 74.98%
KSD 13 UG Munich 1,000 EUR 37 50 -13 - -3 74.98%
KSD 14 UG Munich 1,000 EUR 750 763 -12 - -5 74.98%
KSD 15 UG Munich 1,000 EUR 5 14 -8 - -3 74.98%
KSD 16 UG Munich 1,000 EUR 20 27 -6 - -2 74.98%
KSD 17 UG Munich 1,000 EUR 263 271 -8 - -4 74.98%
KSD 18 UG Munich 1,000 EUR 8 14 -6 - -2 74.98%
KSD 19 UG Munich 1,000 EUR 9 15 -6 - -2 74.98%
KSD 21 UG Munich 1,000 EUR 8 14 -6 - -2 74.98%
KSD 22 UG Munich 1,000 EUR 8 14 -6 - -2 74.98%
KSD 23 UG Munich 1,000 EUR 8 16 -8 - -5 74.98%
KSD 24 UG Munich 1,000 EUR 8 14 -6 - -2 74.98%
KSD 25 UG Munich 1,000 EUR 8 15 -7 - -2 74.98%
KSD 26 UG Munich 1,000 EUR 1 4 -3 - -2 74.98%
KSD 27 UG Munich 1,000 EUR 1 4 -3 - -2 74.98%
KSD 28 UG Munich 1,000 EUR 1 4 -3 - -2 74.98%
KSD 29 UG Munich 1,000 EUR 1 4 -3 - -2 74.98%
KSD 30 UG Munich 1,000 EUR 1 4 -3 - -2 74.98%
KSD 31 UG Munich 1,000 EUR 1 4 -3 - -2 74.98%
KSD 32 UG Munich 1,000 EUR 1 4 -3 - -2 74.98%
KSD 33 UG Munich 1,000 EUR 1 4 -3 - -2 74.98%
KSD 34 UG Munich 1,000 EUR 1 4 -3 - -2 74.98%
KSD 35 UG Munich 1,000 EUR 1 4 -3 - -2 74.98%
KSD 36 UG Munich 1,000 EUR 1 4 -3 - -2 74.98%
KSD 37 UG Munich 1,000 EUR 1 4 -3 - -2 74.98%
KSD 38 UG Munich 1,000 EUR 1 4 -3 - -2 74.98%
KSD 39 UG Munich 1,000 EUR 1 4 -3 - -2 74.98%
KSD 40 UG Munich 1,000 EUR 1 4 -3 - -2 74.98%
The Netherlands:
EDPR International Investments, B.V. Amesterdam 20,000 EUR 138,741 123,395 15,345 - 4,728 74.98%
Kronos Solar Projects NL, B.V. Arnhem 5,000 EUR 221 180 41 126 6 74.98%
KS NL10, B.V. Arnhem 0 EUR 1 9 -8 - -2 74.98%
KS NL12, B.V. Arnhem 0 EUR 1 9 -8 - -1 74.98%
KS NL13, B.V. Arnhem 0 EUR 215 252 -37 - -3 74.98%
KS NL14, B.V. Arnhem 0 EUR 219 266 -47 - -6 74.98%
KS NL16, B.V. Arnhem 0 EUR 1 5 -4 - -1 74.98%
KS NL17, B.V. Arnhem 0 EUR 7 44 -37 - -11 74.98%
KS NL20, B.V. Arnhem 0 EUR 17 25 -8 12 -2 74.98%
KS NL23, B.V. Arnhem 0 EUR 34 72 -38 - -3 74.98%
KS NL24, B.V. Arnhem 0 EUR 1 5 -4 - -2 74.98%
KS NL25, B.V. Arnhem 0 EUR 9 16 -7 - -3 74.98%
KS NL27, B.V. Arnhem 0 EUR 49 107 -57 - -14 74.98%
KS NL28, B.V. Arnhem 0 EUR 156 192 -36 - -5 74.98%
KS NL29, B.V. Arnhem 0 EUR 2 16 -13 - -4 74.98%
KS NL3, B.V. Arnhem 0 EUR 174 217 -43 - -29 74.98%
KS NL30, B.V. Arnhem 0 EUR 2 12 -10 - -2 74.98%
KS NL31, B.V. Arnhem 0 EUR 2 13 -11 - -2 74.98%
KS NL32, B.V. Arnhem 0 EUR 1,378 1,443 -65 - -12 74.98%
KS NL33, B.V. Arnhem 0 EUR 5 31 -27 - -2 74.98%
KS NL34, B.V. Arnhem 0 EUR 1,305 1,370 -65 - -11 74.98%
KS NL35, B.V. Arnhem 1 EUR 2 17 -15 - -2 74.98%
KS NL36, B.V. Arnhem 1 EUR 2 12 -10 - -1 74.98%
KS NL37, B.V. Arnhem 1 EUR 3 20 -17 - -1 74.98%
KS NL38, B.V. Arnhem 1 EUR 1 8 -7 - -2 74.98%
KS NL39, B.V. Arnhem 1 EUR 1 10 -8 - -1 74.98%
KS NL40, B.V. Arnhem 1 EUR 1 7 -6 - -2 74.98%
KS NL41, B.V. Arnhem 1 EUR 63 73 -10 - -4 74.98%
KS NL42, B.V. Arnhem 1 EUR - 5 -5 - -2 74.98%
KS NL43, B.V. Arnhem 1 EUR 2 15 -13 - -2 74.98%
KS NL44, B.V. Arnhem 1 EUR 1 9 -8 - -2 74.98%
KS NL45, B.V. Arnhem 1 EUR 37 53 -16 - -2 74.98%
KS NL46, B.V. Arnhem 1 EUR 1 9 -8 - -2 74.98%
KS NL47, B.V. Arnhem 1 EUR 1 7 -6 - -2 74.98%
KS NL48, B.V. Arnhem 1 EUR 1 6 -6 - -3 74.98%
KS NL49, B.V. Arnhem 1 EUR 1 6 -5 - -2 74.98%
KS NL50, B.V. Arnhem 1 EUR 3 18 -16 - -1 74.98%
KS NL6, B.V. Arnhem - EUR 3 18 -15 - -2 74.98%
KS NL8, B.V. Arnhem - EUR 163 192 -29 - -6 74.98%
Integrated Annual Report 2022 Financial Statements and Notes 372
Head Office
Other Countries:
EDP Renewables Belgium, S.A. Brussels 286,500 EUR 19,382 17,105 2,277 2,402 1,044 74.98%
EDP Renewables Hungary Budapest 30,100,000 HUF 5,287 7,270 -1,984 970 -818 74.98%
EDPR Investment Hungary, Kft. Budapest 8,375,000 HUF 250 281 -32 - -33 74.98%
Napenergia, Kft. Budapest 3,000,000 HUF 2,019 2,639 -620 - -632 74.98%
Nyírség Watt, Kft. Budapest 313,000,000 HUF 3,877 2,092 1,785 - 36 74.98%
Sunglare Capture, Kft. Budapest 3,000,000 HUF 897 1,237 -339 - -355 74.98%
Sunglare Expert, Kft. Budapest 3,000,000 HUF 900 1,236 -336 - -352 74.98%
Sunlight Solar, Kft. Budapest 5,100,000 HUF 3,130 3,058 72 - -1,291 63.73%
Szabadsolar, Kft. Budapest 3,000,000 HUF 341 745 -403 - -421 74.98%
Head Office
C2 Bristol II LLC Delaware 1,345,640 USD 1,348 109 1,239 - -23 63.73%
C2 CA 2016 Holdings LLC Delaware 1,526,711 USD 1,442 15 1,427 - -157 63.73%
C2 CA WMS Redlands #1693 LLC Delaware - USD - - - - - 63.73%
C2 CB 2017 Holdings LLC Delaware 19,349,878 USD 17,650 -482 18,133 - -434 63.73%
C2 Centrica MT LLC Delaware 3,273,886 USD 16,171 1,134 15,037 - -406 63.73%
C2 CI Holdings 2 LLC Delaware 1,337 USD - - - - -1 63.73%
C2 CT Fund 1 Holding LLC Delaware 34,862,541 USD 47,263 1,154 46,109 - -52 63.73%
C2 Energy Development LLC Delaware 96,569,741 USD 89,823 969 88,854 - -1,301 63.73%
C2 Franklin LLC Delaware 3,453,156 USD 3,236 5 3,231 - -1 63.73%
C2 Gamma Holdings LLC Delaware 3,452,012 USD 3,105 3 3,101 - -60 63.73%
C2 IL WMS Bloomington #3459 LLC Delaware - USD - - - - - 63.73%
C2 IL WMS Skokie #1998 LLC Delaware - USD - - - - - 63.73%
C2 MA 2016 Holdings LLC Delaware 1,950,090 USD 1,669 2 1,667 - -180 63.73%
C2 MA Adams I Holdings LLC Delaware 11,561,480 USD 10,107 40 10,066 - -986 63.73%
C2 MA Adams I LLC Delaware 10,724,957 USD 10,305 283 10,021 1,065 636 63.73%
C2 MA Adams II LLC Delaware 1,603,084 USD 4,210 2,375 1,835 512 359 63.73%
C2 MA DEPCOM 2017 LLC Delaware 4,168,925 USD 4,275 -138 4,413 - -914 63.73%
C2 MA DEPCOM Sponsor LLC Delaware 4,170,099 USD 3,909 - 3,909 - -1 63.73%
C2 MA Dudley II LLC Delaware 1,444,640 USD 3,070 1,873 1,197 - 14 63.73%
C2 MA FKW Holdings LLC Delaware 2,932,560 USD 2,752 330 2,421 - -228 63.73%
C2 MA Kelly Way Solar LLC Delaware 1,176,528 USD 1,325 125 1,200 166 137 63.73%
C2 MA Lakeville Holdings LLC Delaware 8,086,660 USD 7,902 166 7,736 - -409 63.73%
C2 MA Lakeville LLC Delaware 8,293,966 USD 8,402 141 8,260 926 675 63.73%
C2 MA Lakeville Sponsor LLC Delaware 8,091,791 USD 7,582 - 7,582 - -5 63.73%
C2 MA Managing Member II LLC Delaware 2,932,705 USD 2,749 - 2,749 - -1 63.73%
C2 MA New Salem LLC Delaware 1,250,049 USD 3,024 1,607 1,417 349 216 63.73%
C2 MA Owner LLC Delaware 20,702,720 USD 20,120 713 19,407 - -528 63.73%
C2 MA Swansea Holdings LLC Delaware 6,728,094 USD 6,049 613 5,436 - -992 63.73%
C2 MA Swansea LLC Delaware 6,449,512 USD 7,559 604 6,955 1,096 941 63.73%
C2 MN Hopkins LLC Delaware 2,982,845 USD 2,934 254 2,680 34 -115 63.73%
C2 Morin LLC Delaware 1,787,151 USD 1,554 29 1,525 110 -45 63.73%
C2 NC Kitty Hawk LLC Delaware - USD - - - - - 63.73%
C2 NJ Andover I LLC Delaware - USD 2,349 1,254 1,095 288 103 63.73%
C2 NY Brookhaven LLC Delaware 7,920,100 USD 7,226 398 6,828 - -570 63.73%
C2 NY Sentinel Heights Solar LLC Delaware 5,608,973 USD 5,778 541 5,238 - -4 63.73%
C2 OH New Lebanon LLC Delaware 346 USD - - - - - 63.73%
C2 OH Otsego I LLC Delaware 3,436 USD - - - - -3 63.73%
C2 OH Otsego II LLC Delaware -8,478 USD 2,809 1,444 1,366 246 -55 63.73%
C2 Omega Holding Company LLC Delaware 13,025 USD - 3 -3 - -8 63.73%
C2 RI Hopkinton LLC Delaware 3,143,218 USD 3,386 496 2,890 186 -55 63.73%
C2 Scripps 1 LLC Delaware 1,537,793 USD 2,288 1,052 1,236 119 -112 63.73%
C2 Scripps 3 LLC Delaware 1,019,981 USD 1,414 557 858 64 -50 63.73%
C2 Scripps 4 LLC Delaware 1,506,539 USD 2,143 832 1,311 100 -51 63.73%
C2 SH 2019 LLC Delaware 2,396,180 USD 2,245 - 2,245 - -1 63.73%
C2 Starratt Solar LLC Delaware 14,276,358 USD 13,010 234 12,776 693 -286 63.73%
C2 Starratt Sponsor LLC Delaware 19,352,007 USD 18,142 - 18,142 - -1 63.73%
C2 WM 2020 Holdings LLC Delaware 1,482 USD - - - - -1 63.73%
C2 WM Arizona 1 LLC Delaware 1,021,833 USD 968 22 947 53 1 63.73%
C2 WM Arizona 10 LLC Delaware 778,884 USD 738 19 719 41 -4 63.73%
C2 WM Arizona 1512 LLC Delaware 815,688 USD 784 21 763 - -2 63.73%
C2 WM Arizona 1549 LLC Delaware 1,218,842 USD 1,290 44 1,245 140 52 63.73%
C2 WM Arizona 2 LLC Delaware 1,656,288 USD 1,551 37 1,514 85 -22 63.73%
C2 WM Arizona 2112 LLC Delaware 866,988 USD 899 27 871 91 29 63.73%
C2 WM Arizona 3 LLC Delaware 2,418,585 USD 2,247 41 2,206 119 -38 63.73%
C2 WM Arizona 3360 LLC Delaware 896,691 USD 921 30 891 92 25 63.73%
C2 WM Arizona 3465 LLC Delaware 822,273 USD 965 78 887 113 62 63.73%
C2 WM Arizona 3799 LLC Delaware 973,110 USD 1,355 367 989 124 31 63.73%
C2 WM Arizona 3833 LLC Delaware 982,245 USD 1,357 367 990 126 28 63.73%
C2 WM Arizona 3861 LLC Delaware 1,313,558 USD 1,334 41 1,293 126 19 63.73%
C2 WM Arizona 4 LLC Delaware 1,911,915 USD 1,797 48 1,749 98 -18 63.73%
C2 WM Arizona 4451 LLC Delaware 1,022,906 USD 1,121 86 1,035 120 49 63.73%
C2 WM Arizona 5 LLC Delaware 1,627,680 USD 1,507 32 1,476 77 -29 63.73%
C2 WM Arizona 5768 LLC Delaware - USD - - - - - 63.73%
C2 WM Arizona 6 LLC Delaware 2,056,011 USD 1,910 34 1,875 104 -31 63.73%
C2 WM Arizona 7 LLC Delaware 2,865,132 USD 2,220 56 2,164 124 -504 63.73%
C2 WM Arizona 8 LLC Delaware 2,267,789 USD 2,112 46 2,065 114 -38 63.73%
C2 WM Arizona 9 LLC Delaware 2,141,088 USD 1,996 37 1,959 107 -22 63.73%
C2 WM Arizona Holdings LLC Delaware 2,025 USD - - - - -2 63.73%
C2 WM California 1789 LLC Delaware 686,802 USD 744 27 717 91 32 63.73%
C2 WM California 1988 LLC Delaware 478,968 USD 508 16 492 58 20 63.73%
C2 WM California 2039 LLC Delaware - USD - - - - - 63.73%
C2 WM California 4202 LLC Delaware 339,565 USD 336 9 327 33 6 63.73%
C2 WM California 4317 LLC Delaware 738,639 USD 710 20 689 - -3 63.73%
C2 WM California 5884 LLC Delaware - USD - - - - - 63.73%
C2 WM California 5890 LLC Delaware 673,816 USD 663 16 647 49 5 63.73%
C2 WM California Holdings LLC Delaware 1,229 USD - - - - -1 63.73%
C2 WM Chester Leasing LLC Delaware 293,579 USD 278 49 229 22 -28 63.73%
C2 WM DSA Holdings LLC Delaware 1,573,200 USD 18,110 16,496 1,614 - -251 63.73%
C2 WM Greenwood Leasing LLC Delaware 393,806 USD 433 92 341 52 -34 63.73%
C2 WM Holdings LLC Delaware 46,253 USD 42 - 42 - -1 63.73%
C2 WM Illinois 1404 LLC Delaware 852,324 USD 1,062 31 1,031 179 95 63.73%
C2 WM Illinois 1489 LLC Delaware 700,670 USD 831 22 810 98 61 63.73%
C2 WM Illinois 1548 LLC Delaware 638,828 USD 634 23 612 106 37 63.73%
C2 WM Illinois 1553 LLC Delaware 675,494 USD 853 23 830 116 80 63.73%
C2 WM Illinois 1761 LLC Delaware 784,401 USD 883 28 854 102 35 63.73%
C2 WM Illinois 1848 LLC Delaware 593,901 USD 819 24 795 127 100 63.73%
C2 WM Illinois 1933 LLC Delaware 677,575 USD 876 26 850 124 90 63.73%
C2 WM Illinois 2215 LLC Delaware 750,310 USD 961 31 930 139 101 63.73%
C2 WM Illinois 2491 LLC Delaware 858,955 USD 1,230 139 1,091 229 103 63.73%
C2 WM Illinois 253 LLC Delaware 966,921 USD 1,218 40 1,178 217 100 63.73%
C2 WM Illinois 5442 LLC Delaware 579,319 USD 700 21 679 86 55 63.73%
C2 WM Illinois 612 LLC Delaware 652,626 USD 704 24 681 133 70 63.73%
C2 WM Illinois 891 LLC Delaware 811,634 USD 1,073 34 1,039 159 117 63.73%
C2 WM Illinois Holdings LLC Delaware 38,031 USD - - - - -39 63.73%
C2 WM Indian Land Leasing LLC Delaware 586,889 USD 596 133 463 41 -50 63.73%
C2 WM Lake Wylie Leasing LLC Delaware 601,907 USD 599 123 476 42 -54 63.73%
C2 WM Laurens Leasing LLC Delaware 2,302,429 USD 3,191 1,155 2,036 82 -59 63.73%
C2 WM Leasing LLC Delaware 1,847,385 USD 1,680 -51 1,730 - -2 63.73%
C2 WM Louisiana 309 LLC Delaware - USD - - - - - 63.73%
C2 WM Louisiana 539 LLC Delaware 256,203 USD 256 19 237 - -3 63.73%
C2 WM Louisiana 87 LLC Delaware 558,111 USD 554 16 537 48 7 63.73%
C2 WM Louisiana Holdings LLC Delaware 726 USD - - - - -2 63.73%
C2 WM Maryland 1715 LLC Delaware 918,169 USD 845 29 817 45 -48 63.73%
C2 WM Maryland 2436 LLC Delaware 1,177,369 USD 1,124 61 1,063 89 -49 63.73%
C2 WM Maryland Holdings LLC Delaware 1,538 USD - - - - -1 63.73%
C2 WM New Jersey 1 LLC Delaware 5,403,578 USD 5,513 82 5,432 495 291 63.73%
C2 WM New Jersey 1807 LLC Delaware 778,944 USD 738 9 729 - -1 63.73%
C2 WM New Jersey 1844 LLC Delaware 776,543 USD 732 5 727 - -1 63.73%
C2 WM New Jersey 1869 LLC Delaware 778,001 USD 736 8 728 - -1 63.73%
C2 WM New Jersey 1977 LLC Delaware 770,643 USD 729 8 721 - -1 63.73%
C2 WM New Jersey 2195 LLC Delaware 1,055,919 USD 1,046 67 980 27 -15 63.73%
C2 WM New Jersey 3795 LLC Delaware 1,285,596 USD 1,295 64 1,231 78 26 63.73%
C2 WM New Jersey Holdings LLC Delaware 1,228 USD - - - - -1 63.73%
C2 WM Phase 3 Holdings LLC Delaware 1,217 USD - - - - -1 63.73%
Integrated Annual Report 2022 Financial Statements and Notes 374
Head Office
Head Office
EDPRNA DG Illinois Development LLC Delaware 47,882 USD - 68 -68 - -114 63.73%
EDPRNA DG Indiana Development LLC Delaware - USD - - - - - 63.73%
EDPRNA DG Lessee Holdings LLC Delaware 1,486 USD - - - - -1 63.73%
EDPRNA DG MA Managing Member LLC Delaware 20,703,724 USD 19,410 - 19,410 - -1 63.73%
EDPRNA DG Maryland Development LLC Delaware - USD - - - - - 63.73%
EDPRNA DG Michigan Development LLC Delaware - USD - - - - - 63.73%
EDPRNA DG Mississippi Development LLC Delaware 44,948 USD - 35 -35 - -78 63.73%
EDPRNA DG New York Development LLC Delaware 18,556 USD - 131 -131 - -151 63.73%
EDPRNA DG O&M Services LLC Delaware 6,493 USD 1 3 -1 - -8 63.73%
EDPRNA DG Ohio Development LLC Delaware 187,929 USD 9 147 -138 - -318 63.73%
EDPRNA DG Pennsylvania Development LLC Delaware - USD - 3 -3 - -3 63.73%
EDPRNA DG PR Radar LLC Delaware - USD - - - - - 63.73%
EDPRNA DG Rho LLC Delaware 40,343,963 USD 76,844 33,110 43,734 5,331 3,666 63.73%
EDPRNA DG Solar Portfolio IV LLC Delaware -1,094,829 USD -1,026 - -1,026 - - 63.73%
EDPRNA DG Solar WF Portfolio LLC Delaware -10,674,353 USD -10,006 2 -10,008 - - 63.73%
EDPRNA DG Texas Development LLC Delaware 33,950 USD - 19 -19 - -52 63.73%
EDPRNA DG Wisconsin Development LLC Delaware 59,977 USD - 8 -8 - -65 63.73%
EDPRNA DG WM 2020 Parent LLC Delaware 1,863 USD 1 - 1 - - 63.73%
EDPRNA DG WM DSA Sponsor LLC Delaware - USD 10,803 13,056 -2,253 - -524 63.73%
EDPRNA DG WM Illinois 1998 LLC Delaware 346 USD - - - - - 63.73%
EDPRNA DG WM Illinois 3459 LLC Delaware - USD - - - - - 63.73%
EDPRNA DG XII Holdings LLC Delaware 30,716,453 USD 28,798 - 28,798 - - 63.73%
EDPRNA DG York County Sun LLC Delaware - USD - - - - - 63.73%
Edwardsport Solar Park LLC Delaware - USD - - - - - 74.98%
Esker Solar Park II LLC Delaware - USD - - - - - 74.98%
Esker Solar Park LLC Delaware - USD - - - - - 74.98%
Estill Solar I LLC Delaware 37,628,386 USD 37,207 2,040 35,167 1,810 -130 74.98%
Five-Spot LLC Delaware - USD - - - - - 74.98%
Ford Wind Farm LLC Delaware - USD - - - - - 74.98%
Franklin Wind Farm LLC Delaware - USD - - - - - 74.98%
FRV CSU Power II LLC Delaware 9,522,826 USD 9,316 112 9,204 548 279 63.73%
FRV SI Transport Solar L.P. Delaware 5,016,812 USD 4,742 41 4,701 182 -3 63.73%
Generate USF Fairburn LLC Delaware - USD - - - - - 63.73%
Generate USF Las Vegas LLC Delaware - USD - - - - - 63.73%
Generate USF Loveland LLC Delaware - USD - 38 -38 - -38 63.73%
Generate USF Manassas LLC Delaware - USD - - - - - 63.73%
Generate USF McClellan LLC Delaware - USD - - - - - 63.73%
Generate USF N Las Vegas LLC Delaware - USD - - - - - 63.73%
Generate USF Phoenix LLC Delaware - USD - - - - - 63.73%
German Community Solar LLC Delaware 10,283,945 USD 10,646 1,056 9,590 - 36 63.73%
Gilpatrick Solar LLC Delaware 893,552 USD 839 1 837 - - 63.73%
Goldfinger Ventures III LLC Delaware - USD - - - - - 74.98%
Green Country Wind Farm LLC Delaware - USD - - - - - 74.98%
Green Power Offsets LLC Delaware 10,515 USD - - - - - 74.98%
Greenbow Solar Park LLC Delaware - USD - - - - - 74.98%
Gulf Coast Windpower Management Company LLC Delaware - USD - - - - - 56.23%
Hampton Solar II LLC Delaware 34,109,976 USD 35,245 1,740 33,506 1,948 23 74.98%
HB Steel Community Solar LLC Delaware 448,942 USD 421 - 421 - - 63.73%
Headwaters Wind Farm II LLC Delaware 260,481,962 USD 285,756 40,817 244,939 12,646 2,641 74.98%
Headwaters Wind Farm III LLC Delaware 440 USD - - - - - 74.98%
Headwaters Wind Farm IV LLC Delaware - USD - - - - - 74.98%
Headwaters Wind Farm LLC Delaware 191,180,158 USD 293,736 30,608 263,128 31,650 14,906 38.24%
Helena Harbor Solar Park LLC Delaware - USD - - - - - 74.98%
Hickory Solar LLC Delaware 208,155 USD 243 50 193 - -2 74.98%
Hidalgo Wind Farm II LLC Delaware 63,594,783 USD 70,952 5,707 65,245 358 -3,567 74.98%
Hidalgo Wind Farm LLC Delaware 326,333,321 USD 321,657 18,126 303,531 448 -25,628 74.98%
High Prairie Wind Farm II LLC Delaware 42,459,352 USD 91,703 15,387 76,316 14,938 5,308 38.24%
High Trail Wind Farm LLC Delaware 115,514,749 USD 211,051 19,562 191,489 37,466 14,126 74.98%
Holly Hill Solar Park LLC Delaware - USD - - - - - 74.98%
Horizon Wind Chocolate Bayou I LLC Delaware - USD - - - - - 74.98%
Horizon Wind Energy Midwest IX LLC Delaware - USD - - - - - 74.98%
Horizon Wind Energy Northwest I LLC Delaware - USD - - - - - 74.98%
Horizon Wind Energy Northwest IV LLC Delaware - USD - - - - - 74.98%
Horizon Wind Energy Northwest VII LLC Delaware 150 USD - 140 -140 - -142 74.98%
Horizon Wind Energy Northwest X LLC Delaware - USD - - - - - 74.98%
Horizon Wind Energy Northwest XI LLC Delaware - USD - - - - - 74.98%
Horizon Wind Energy Panhandle I LLC Delaware - USD - - - - - 74.98%
Horizon Wind Energy Southwest I LLC Delaware - USD - - - - - 74.98%
Horizon Wind Energy Southwest II LLC Delaware - USD - - - - - 74.98%
Horizon Wind Energy Southwest III LLC Delaware - USD - - - - - 74.98%
Horizon Wind Energy Southwest IV LLC Delaware - USD - - - - - 74.98%
Horizon Wind Energy Valley I LLC Delaware - USD - - - - - 74.98%
Horizon Wind Freeport Windpower I LLC Delaware - USD - - - - - 74.98%
Horizon Wind MREC Iowa Partners LLC Delaware - USD - - - - - 56.23%
Horizon Wind Ventures I LLC Delaware 103,641,085 USD 1,035,197 348,004 687,193 - 3,053 74.98%
Horizon Wind Ventures III LLC Delaware - USD 994 3,428 -2,433 - 464 38.24%
Horizon Wind Ventures IX LLC Delaware 10,102,494 USD 45,556 35,966 9,590 - 1,699 38.24%
Horizon Wyoming Transmission LLC Delaware - USD - - - - - 74.98%
Horse Mountain Wind Farm LLC Delaware - USD - - - - - 74.98%
Indiana Crossroads Solar Park II LLC Delaware - USD - - - - - 74.98%
Indiana Crossroads Wind Farm II LLC Delaware 15,435,631 USD 117,743 103,313 14,430 - -5 74.98%
Indiana Crossroads Wind Ventures LLC Delaware - USD - - - - - 74.98%
Iron Valley Solar Park LLC Delaware - USD - - - - - 74.98%
Jericho Rise Wind Farm LLC Delaware 117,839,621 USD 134,513 10,256 124,256 15,116 3,710 74.98%
Juniper Wind Power Partners LLC Delaware - USD - - - - - 74.98%
Leprechaun Solar Park LLC Delaware - USD - - - - - 74.98%
Lexington Chenoa Wind Farm II LLC Delaware 2,364,613 USD 1,950 296 1,653 - - 74.98%
Lexington Chenoa Wind Farm III LLC Delaware - USD - - - - - 74.98%
Lime Hollow Solar LLC Delaware 6,969,830 USD 6,606 688 5,918 259 -89 63.73%
Little Brook Solar Park LLC Delaware - USD - - - - - 74.98%
Loblolly Hill Solar Park LLC Delaware - USD - - - - - 74.98%
Loki Solar Park LLC Delaware - USD - - - - - 74.98%
Loma de la Gloria Solar Park LLC Delaware - USD - - - - - 74.98%
Lone Valley Solar Park I LLC Delaware 21,660,272 USD 24,490 1,986 22,504 2,050 426 37.49%
Lone Valley Solar Park II LLC Delaware 35,555,017 USD 45,668 3,758 41,909 4,408 1,669 37.49%
Long Hollow Wind Farm LLC Delaware - USD - - - - - 74.98%
Longroad ASD1 LLC Delaware - USD - - - - - 63.73%
Longroad CPA CDC1 LLC Delaware - USD - - - - - 63.73%
Longroad CPA CSU3 LLC Delaware - USD - - - - - 63.73%
Longroad CPA CSU4 LLC Delaware - USD - - - - - 63.73%
Longroad DG Portfolio I LLC Delaware -5,641 USD - 5 -5 - - 63.73%
Longroad Fund III Holdings LLC Delaware -1,557,574 USD -1,460 - -1,460 - - 63.73%
Longroad SD LLC Delaware - USD - - - - - 63.73%
Longroad SIT1 Hoboken LLC Delaware - USD - - - - - 63.73%
Longroad Solar Fund III LLC Delaware -1,557,574 USD 1 1,461 -1,460 - - 63.73%
Longroad ST6 Stockton LLC Delaware - USD - - - - - 63.73%
Longroad WF7 Cheshire LLC Delaware - USD - - - - - 63.73%
Longroad WGNJ1 LLC Delaware - USD - - - - - 63.73%
Longroad WGNJ2 LLC Delaware - USD - - - - - 63.73%
Lost Lakes Wind Farm LLC Delaware 116,145,839 USD 114,063 13,928 100,135 7,701 -6,969 74.98%
Lotus Blocker LLC Delaware - USD - - - - - 74.98%
Lotus DevCo I LLC Delaware 2,153 USD - - - - -2 74.98%
Integrated Annual Report 2022 Financial Statements and Notes 376
Head Office
Head Office
Rising Tree Wind Farm II LLC Delaware 21,137,519 USD 29,236 2,228 27,008 3,084 732 38.24%
Rising Tree Wind Farm III LLC Delaware 109,827,568 USD 159,125 2,940 156,185 21,151 8,226 38.24%
Rising Tree Wind Farm LLC Delaware 74,807,312 USD 126,830 2,512 124,318 18,640 8,564 38.24%
Riverstart Solar Park II LLC Delaware - USD - - - - - 74.98%
Riverstart Solar Park III LLC Delaware 7,812,399 USD 61,091 53,806 7,285 - - 74.98%
Riverstart Solar Park IV LLC Delaware 4,488,600 USD 5,738 1,531 4,207 - -2 74.98%
Riverstart Solar Park V LLC Delaware - USD - - - - - 74.98%
Riverstart Solar Park VI LLC Delaware - USD - - - - - 74.98%
Rock Dane Solar Park LLC Delaware - USD - - - - - 74.98%
Rolling Upland Wind Farm LLC Delaware - USD - - - - - 74.98%
Rose Run Solar Park LLC Delaware - USD - - - - - 74.98%
Rosewater Ventures LLC Delaware - USD - - - - - 74.98%
Route 13 Solar LLC Delaware 7,200,222 USD 6,790 760 6,030 73 -285 63.73%
Route 149 LLC Delaware 2,597,152 USD 2,564 181 2,382 158 -28 63.73%
RS Holyoke 3 LLC Delaware 1,777,386 USD 1,828 142 1,686 200 122 63.73%
RSBF Jeffco II LLC Delaware 2,342,089 USD 2,234 51 2,183 262 -10 63.73%
RTSW Solar Park II LLC Delaware - USD - - - - - 74.98%
RTSW Solar Park III LLC Delaware - USD - - - - - 74.98%
RTSW Solar Park IV LLC Delaware - USD - - - - - 74.98%
RTSW Solar Park LLC Delaware - USD - - - - - 74.98%
RTSW Solar Park V LLC Delaware - USD - - - - - 74.98%
RTSW Solar Park VI LLC Delaware - USD - - - - - 74.98%
Rush County Wind Farm LLC Delaware 2,877,443 USD 2,727 29 2,698 - - 74.98%
RV CSU Power LLC Delaware 4,938,460 USD 5,128 124 5,004 556 379 63.73%
Rye Patch Solar Park LLC Delaware - USD - - - - - 74.98%
Saddleback Wind Power Project LLC Delaware 1,354,487 USD 8 4 4 - - 74.98%
Sagebrush Power Partners LLC Delaware 133,054,664 USD 129,634 10,065 119,569 14,575 2,983 74.98%
Sailor Springs Solar Park LLC Delaware - USD - - - - - 74.98%
Salt Lick Solar Park LLC Delaware - USD - - - - - 74.98%
San Clemente Solar Park LLC Delaware - USD - - - - - 74.98%
Sandrini LandCo LLC Delaware - USD - - - - - 74.98%
Sardinia Windpower LLC Delaware - USD - - - - - 74.98%
Sawmill Junction Solar Park LLC Delaware 440 USD - - - - - 74.98%
SC Beaufort Jasper Solar LLC Delaware 10,668 USD 36 37 -1 - -10 63.73%
SC Heathwood Hall Solar LLC Delaware 10,693 USD - - - - -10 63.73%
SC Southern Wesleyan Solar LLC Delaware - USD - - - - - 63.73%
Sedge Meadow Solar Park LLC Delaware - USD - - - - - 74.98%
Shields Drive LLC Delaware 2,502,340 USD 2,374 81 2,293 137 -15 63.73%
Shullsburg Wind Farm LLC Delaware - USD - - - - - 74.98%
Shy Place Solar Park LLC Delaware - USD - - - - - 74.98%
Signal Hill Wind Power Project LLC Delaware 4,502 USD - - - - - 74.98%
Simpson Ridge Wind Farm II LLC Delaware - USD - - - - - 74.98%
Simpson Ridge Wind Farm III LLC Delaware - USD - - - - - 74.98%
Simpson Ridge Wind Farm IV LLC Delaware - USD - - - - - 74.98%
Simpson Ridge Wind Farm LLC Delaware - USD - - - - - 74.98%
Simpson Ridge Wind Farm V LLC Delaware - USD - - - - - 74.98%
SLX Project 1080 LLC Delaware 1,519,425 USD 1,715 157 1,558 177 58 63.73%
Smart Sunscribe LLC Delaware 1,235 USD - - - - -1 63.73%
Solar Ventures Purchasing LLC Delaware - USD 1,627 2,423 -796 - - 74.98%
Soteria Solar Services LLC Delaware 4,308,269 USD 3,627 23 3,604 - -190 63.73%
Spruce Ridge Wind Farm LLC Delaware - USD - - - - - 74.98%
Stinson Mills Wind Farm LLC Delaware 4,671,418 USD 4,326 39 4,287 - - 74.98%
Strawberry Solar Farm LLC Delaware 3,471,036 USD 3,747 540 3,207 122 15 63.73%
Sugar Plum Solar Park LLC Delaware - USD - - - - - 74.98%
SunE Bristow MS LLC Delaware - USD 1 1 - - - 63.73%
SunE CPA CDC2 LLC Delaware - USD 18 18 - - - 63.73%
SunE CPA CSU5 LLC Delaware 95,550 USD 161 53 108 30 18 63.73%
SunE CPA CTS1 LLC Delaware 215,876 USD 245 42 203 24 - 63.73%
SunE Fairfield SSD LLC Delaware - USD 2 2 - - - 63.73%
SunE H3 Holdings LLC Delaware 2,921,661 USD 4,286 1,100 3,186 462 452 63.73%
SunE Lakeland Center LLC Delaware - USD 7 7 - - - 63.73%
SunE MCPS Clarksburg LLC Delaware - USD - - - - - 63.73%
SunE MCPS FSK LLC Delaware - USD - - - - - 63.73%
SunE MCPS Gardens LLC Delaware - USD - - - - - 63.73%
SunE MCPS Lakelands LLC Delaware - USD - - - - - 63.73%
SunE MCPS Montgomery LLC Delaware - USD - - - - - 63.73%
SunE MCPS Parkland LLC Delaware - USD - - - - - 63.73%
SunE MCPS Quince Orchard LLC Delaware - USD - - - - - 63.73%
SunE MCPS Shriver LLC Delaware - USD - - - - - 63.73%
SunE Multnomah JBY LLC Delaware - USD - - - - - 63.73%
SunE Multnomah JJC LLC Delaware - USD - - - - - 63.73%
SunE NC Progress1 LLC Delaware - USD 11 11 - - - 63.73%
SunE NLB-2 LLC Delaware - USD 18 18 - - - 63.73%
SunE PD Oak LLC Delaware - USD - - - - - 63.73%
SunE PD Sycamore LLC Delaware - USD - - - - - 63.73%
SunE PD Willow LLC Delaware - USD - - - - - 63.73%
SunE PNMC Roof LLC Delaware - USD - - - - - 63.73%
SunE Solar IV LLC Delaware -1,094,829 USD 1,967 2,997 -1,030 - -3 63.73%
SunE Solar VI LLC Delaware 1,861,877 USD 1,759 13 1,746 - - 63.73%
SunE Solar XII LLC Delaware 30,716,453 USD 28,836 38 28,798 - - 63.73%
SunE SR1 Arvada5 LLC Delaware - USD 7 7 - - - 63.73%
SunE SR1 NREL LLC Delaware - USD 3 3 - - - 63.73%
SunE SR1 Rifle PS LLC Delaware 208,422 USD 337 39 298 124 104 63.73%
SunE U6 Holdings LLC Delaware 1,876,172 USD 11,475 9,734 1,741 246 -18 63.73%
SunE W12DG-A LLC Delaware 9,426,348 USD 9,828 882 8,946 155 110 63.73%
SunE W12DG-B LLC Delaware 6,569,071 USD 6,700 459 6,241 82 83 63.73%
SunE W12DG-C LLC Delaware 10,565,737 USD 11,320 1,171 10,149 271 246 63.73%
SunE W12DG-D LLC Delaware 2,733,999 USD 2,942 293 2,649 90 87 63.73%
SunE WF3 KHL A Holdings LLC Delaware - USD 52 52 - - - 63.73%
SunE WF3 KHL B Holdings LLC Delaware - USD 77 77 - - - 63.73%
SunE WF3-BART Holdings LLC Delaware - USD 11 11 - - - 63.73%
SunE WF3-Broomfield Holdings LLC Delaware - USD 3 3 - - - 63.73%
SunE WF3-ST Holdings LLC Delaware - USD 43 43 - - - 63.73%
SunE WF3-WG Holdings LLC Delaware - USD 32 32 - - - 63.73%
SunE WMT PR2 LLC Delaware 1,461,520 USD 1,501 135 1,367 - -4 63.73%
SunE H4 Holdings LLC Delaware 1,930,752 USD 1,997 315 1,682 33 -129 63.73%
SunE Solar III LLC Delaware -10,672,590 USD 4,508 14,516 -10,009 - -2 63.73%
Sustaining Power Solutions LLC Delaware 179,062,013 USD 38,210 13,760 24,450 41,824 -32,007 74.98%
Sweet Acres Solar Park LLC Delaware - USD - - - - - 74.98%
Sweet Stream Wind Farm LLC Delaware - USD - - - - - 74.98%
Telocaset Wind Power Partners LLC Delaware - USD 93,013 9,647 83,366 19,797 8,359 38.24%
Tillman Solar Park II LLC Delaware - USD - - - - - 74.98%
Tillman Solar Park LLC Delaware - USD - - - - - 74.98%
Tillman Storage LLC Delaware - USD - - - - - 74.98%
Timber Road II Storage LLC Delaware - USD - - - - - 74.98%
Timber Road III Storage LLC Delaware - USD - - - - - 74.98%
Timber Road Solar Park II LLC Delaware - USD - - - - - 74.98%
Timber Road Solar Park III LLC Delaware - USD - - - - - 74.98%
Timber Road Solar Park LLC Delaware 10,525,325 USD 43,905 34,065 9,840 - -3 74.98%
Top Crop I Storage LLC Delaware - USD - - - - - 74.98%
Top Crop II Storage LLC Delaware - USD - - - - - 74.98%
Trolley Barn Storage LLC Delaware - USD - - - - - 74.98%
Tug Hill Windpower LLC Delaware - USD - - - - - 74.98%
Tumbleweed Wind Power Project LLC Delaware 4,003 USD - - - - - 74.98%
Integrated Annual Report 2022 Financial Statements and Notes 378
Head Office
Turtle Creek Wind Farm LLC Delaware 253,074,090 USD 281,628 23,376 258,252 21,063 6,526 74.98%
Twin Groves I Storage LLC Delaware - USD - - - - - 74.98%
Twin Groves II Storage LLC Delaware - USD - - - - - 74.98%
Upper Road LLC Delaware 2,371,783 USD 2,426 174 2,252 145 41 63.73%
VA- Green Acres Delaware 9,334 USD - - - - -9 63.73%
VT Stone Valley LLC Delaware 1,286 USD - - - - -1 63.73%
Waverly Wind Farm II LLC Delaware - USD - - - - - 74.98%
Waverly Wind Farm LLC Delaware 217,186,314 USD 255,330 17,262 238,069 22,504 4,356 38.24%
Western Trail Wind Project I LLC Delaware - USD - - - - - 74.98%
Wheat field Holding LLC Delaware - USD - 32,649 -32,649 - -2 38.24%
Wheat field Wind Power Project LLC Delaware - USD 84,220 27,465 56,755 13,950 5,949 38.24%
Whiskey Ridge Power Partners LLC Delaware - USD - - - - - 74.98%
Whistling Wind WI Energy Center LLC Delaware - USD - - - - - 74.98%
White Stone Solar Park LLC Delaware - USD - - - - - 74.98%
Whitestone Wind Purchasing LLC Delaware - USD 404,462 403,246 1,216 - -2,204 74.98%
Wildcat Creek Wind Farm LLC Delaware 260,126,065 USD 267,005 25,235 241,770 23,459 -2,198 74.98%
Wilson Creek Power Project LLC Delaware - USD - - - - - 74.98%
Wind Turbine Prometheus LP Delaware 5,990 USD - - - - - 74.98%
Wolf Run Solar LLC Delaware - USD - - - - - 74.98%
Wrangler Solar Park LLC Delaware - USD - - - - - 74.98%
WTP Management Company LLC Delaware - USD - - - - - 74.98%
Canada:
Blue Bridge Solar Park GP Ltd British Columbia - CAD - - - - - 74.98%
Blue Bridge Solar Park LP British Columbia - CAD 83 340 -257 - -45 74.98%
Bromhead Solar Park GP Ltd British Columbia - CAD - - - - - 74.98%
Bromhead Solar Park LP Saskatchewan - CAD 83 340 -257 - -45 74.98%
Edgeware BESS Project GP Ltd. British Columbia - CAD - - - - - 74.98%
Edgeware BESS Project LP Ontário - CAD - - - - - 74.98%
EDP Renewables Canada Ltd. British Columbia 205,314,085 CAD 151,829 14,291 137,538 35 -1,786 74.98%
EDP Renewables Canada Management Services Ltd British Columbia - CAD 6,638 9,273 -2,636 1,039 - 74.98%
EDP Renewables Sask SE GP Ltd British Columbia - CAD - - - - - 74.98%
EDP Renewables Sask SE Limited Partnership Ontário - CAD - 962 -962 - -262 74.98%
EDP Renewables SH II Project GP Ltd British Columbia - CAD - - - - - 74.98%
EDP Renewables SH II Project LP Alberta - CAD - - - - - 74.98%
EDP Renewables Sharp Hills Project GP Ltd. British Columbia 4,896 CAD 3 2 2 - -2 74.98%
EDP Renewables Sharp Hills Project LP Alberta 48,962,280 CAD 218,550 179,604 38,946 - -924 74.98%
Halbrite Solar Park GP Ltd British Columbia - CAD - - - - - 74.98%
Halbrite Solar Park LP Saskatchewan - CAD 83 340 -257 - -45 74.98%
Kennedy Wind Farm GP Ltd British Columbia - CAD - - - - - 74.98%
Kennedy Wind Farm LP Saskatchewan - CAD 83 340 -257 - -45 74.98%
Nation Rise Wind Farm GP Inc. British Columbia 1,690 CAD 10 33 -23 - -6 74.98%
Nation Rise Wind Farm LP Ontário 74,644,443 CAD 212,993 151,647 61,346 14,809 3,016 37.48%
SBWF GP Inc. British Columbia -336 CAD 1 1 1 - - 38.24%
Sounding Creek Solar Park GP Ltd. British Columbia - CAD - - - - - 74.98%
Sounding Creek Solar Park LP Alberta - CAD - - - - - 74.98%
South Branch Wind Farm II GP Inc. British Columbia - CAD - - - - - 74.98%
South Branch Wind Farm II LP Ontário 602,379 CAD 1,716 1,805 -88 - -72 74.98%
South Dundas Wind Farm LP Ontário 0 CAD 47,390 19,655 27,735 8,226 4,192 38.24%
Mexico:
EDPR Servicios de México, S. de R.L. de C.V. Mexico City 160,535,656 MXN 6,843 1,403 5,440 1,867 -63 74.98%
Eólica de Coahuila, S.A. de C.V. Mexico City 7,792,042 USD 279,970 234,499 45,471 51,716 5,333 38.24%
Parque Solar Los Cuervos, S. de R.L. de C.V. Mexico City 180,244,480 USD 244,000 70,271 173,728 3,928 5,014 74.98%
Vientos de Coahuila, S.A. de C.V. Mexico City 145,594,263 USD 196,791 66,920 129,871 - -4,651 74.98%
Head Office
Central Solar Lagoa II, S.A. São Paulo 1,010,000 BRL 696 545 151 - -28 74.98%
Central Solar Novo Oriente I, S.A. São Paulo 1,000,500 BRL 406 490 -84 - -9 74.98%
Central Solar Novo Oriente II, S.A. São Paulo 1,000,500 BRL 387 471 -84 - -9 74.98%
Central Solar Novo Oriente III, S.A. São Paulo 1,000,500 BRL 387 471 -84 - -9 74.98%
Central Solar Novo Oriente IV, S.A. São Paulo 1,000,500 BRL 380 460 -80 - -5 74.98%
Central Solar Novo Oriente V, S.A. São Paulo 1,000,500 BRL 398 510 -112 - -4 74.98%
Central Solar Novo Oriente VI, S.A. São Paulo 1,000,500 BRL 380 491 -112 - -4 74.98%
Central Solar Pereira Barreto I, S.A. Pereira Barreto 39,317,000 BRL 30,387 21,987 8,400 3,189 18 74.98%
Central Solar Pereira Barreto II, S.A. Pereira Barreto 102,597,000 BRL 29,312 9,562 19,750 3,213 357 74.98%
Central Solar Pereira Barreto III, S.A. Pereira Barreto 34,747,000 BRL 37,239 30,032 7,207 3,005 -1 74.98%
Central Solar Pereira Barreto IV, S.A. Pereira Barreto 54,747,000 BRL 30,164 19,703 10,460 2,797 71 74.98%
Central Solar Pereira Barreto V, S.A. Pereira Barreto 14,035,000 BRL 28,270 26,121 2,150 2,294 -229 74.98%
Central Solar Presidente JK I, S.A. São Paulo 3,186,366 BRL 3 1 2 - - 74.98%
Central Solar Presidente JK II, S.A. São Paulo 50 BRL - - - - - 74.98%
Central Solar Presidente JK III, S.A. São Paulo 50 BRL - - - - - 74.98%
Central Solar Presidente JK IV, S.A. São Paulo 50 BRL - - - - - 74.98%
Central Solar Presidente JK V, S.A. São Paulo 50 BRL - - - - - 74.98%
Central Solar Presidente JK VI, S.A. São Paulo 50 BRL - - - - - 74.98%
Central Solar Presidente JK VII, S.A. São Paulo 50 BRL - - - - - 74.98%
Central Solar Presidente JK VIII, S.A. São Paulo 50 BRL - - - - - 74.98%
Central Solar Presidente JK IX, S.A. São Paulo 50 BRL - - - - - 74.98%
Central Solar Presidente JK X, S.A. São Paulo 50 BRL - - - - - 74.98%
Central Solar Presidente JK XI, S.A. São Paulo 50 BRL - - - - - 74.98%
Central Solar Presidente JK XII, S.A. São Paulo 50 BRL - - - - - 74.98%
Central Solar Zebu I, S.A. São Paulo 3,599,032 BRL 553 - 553 - - 74.98%
Central Solar Zebu II, S.A. São Paulo 50 BRL - - - - - 74.98%
Central Solar Zebu III, S.A. São Paulo 50 BRL - - - - - 74.98%
Central Solar Zebu IV, S.A. São Paulo 50 BRL - - - - - 74.98%
Central Solar Zebu V, S.A. São Paulo 50 BRL - - - - - 74.98%
Central Solar Zebu VI, S.A. São Paulo 50 BRL - - - - - 74.98%
Central Solar Zebu VII, S.A. São Paulo 50 BRL - - - - - 74.98%
Central Solar Zebu VIII, S.A. São Paulo 50 BRL - - - - - 74.98%
Central Solar Zebu IX, S.A. São Paulo 50 BRL - - - - - 74.98%
Elebrás Projetos, S.A. São Paulo 103,779,268 BRL 46,743 16,493 30,250 26,088 13,028 38.24%
Eólica Barra I, S.A. Rio Grande do Norte 50 BRL - - - - - 74.98%
Eólica Barra II, S.A. Rio Grande do Norte 50 BRL - - - - - 74.98%
Eólica Barra III, S.A. Rio Grande do Norte 50 BRL - - - - - 74.98%
Eólica Barra IV, S.A. Rio Grande do Norte 50 BRL - - - - - 74.98%
Eólica Barra V, S.A. Rio Grande do Norte 50 BRL - - - - - 74.98%
Eólica Barra VI, S.A. Rio Grande do Norte 50 BRL - - - - - 74.98%
Eólica Barra VII, S.A. Rio Grande do Norte 50 BRL - - - - - 74.98%
Eólica Barra VIII, S.A. Rio Grande do Norte 50 BRL - - - - - 74.98%
Eólica Barra IX, S.A. Rio Grande do Norte 50 BRL - - - - - 74.98%
Eólica Barra X, S.A. Rio Grande do Norte 50 BRL - - - - - 74.98%
Eólica Barra XI, S.A. Rio Grande do Norte 50 BRL - - - - - 74.98%
Jerusalém Holding, S.A. São Paulo 204,786,616 BRL 157,656 123,917 33,739 - -2,473 74.98%
Monte Verde Holding, S.A. São Paulo 277,879,100 BRL 130,956 86,082 44,874 - -4,347 74.98%
Solar Barra I, S.A. Rio Grande do Norte 50 BRL - - - - - 74.98%
Solar Barra II, S.A. Rio Grande do Norte 50 BRL - - - - - 74.98%
Solar Barra III, S.A. Rio Grande do Norte 50 BRL - - - - - 74.98%
Solar Barra IV, S.A. Rio Grande do Norte 50 BRL - - - - - 74.98%
Colombia:
Elipse Energía, S.A.S. E.S.P. Bogotá 253,202,000 COP 239 956 -717 - -527 74.98%
Eolos Energía, S.A.S. E.S.P. Bogotá 22,213,675,600 COP 288,186 266,109 22,077 51,923 -22,506 74.98%
Kappa Energía, S.A.S. E.S.P. Bogotá 251,632,000 COP 232 932 -700 - -509 74.98%
Omega Energía, S.A.S. E.S.P. Bogotá 251,569,000 COP 240 930 -689 - -497 74.98%
Parque Solar Fotovoltaico El Copey, S.A.S. E.S.P. Bogotá 1,270,000,000 COP 432 643 -211 - -521 74.98%
Solar Power Solutions, S.A.S. E.S.P. Bogotá 1,031,027,955 COP 1,769 931 838 - -503 74.98%
Vientos del Norte, S.A.S. E.S.P. Bogotá 19,126,733,800 COP 256,444 238,239 18,205 44,236 -20,530 74.98%
Chile:
EDP Renewables Chile, SpA Santiago 6,961,123 USD 21,269 16,457 4,813 3,116 -1,397 74.98%
Los Llanos Solar, SpA Santiago 592 USD 718 1,735 -1,017 - -547 74.98%
Parque Eólico Punta de Talca, SpA Santiago 358,551 USD 25,226 27,709 -2,483 - -1,388 74.98%
Parque Eólico San Andrés, SpA Santiago 438,894 USD 4,389 5,122 -732 - -389 74.98%
Parque Eólico Victoria, SpA Santiago 1,311,374 USD 162 775 -612 - -354 74.98%
Sunseap Australia Investments Pty. Ltd. Balwyn, Victoria 3,000,000 AUD 116 1,490 -1,374 - -66 74.98%
Sunseap Australia Pty. Ltd. Balwyn, Victoria 1 AUD 18 733 -715 - -47 74.98%
China:
Changzhou Jingyi New Energy Technology Co., Ltd. Changzhou City 6,850 CNY 3,454 2,053 1,401 323 35 67.64%
Chongqing Xingzhi New Energy Technology Co., Ltd. Chongqing City - CNY - - - - - 74.98%
Dongguan Jiehuang New Energy Technology Co., Ltd. Dongguan City 4,505,191 CNY 2,275 1,665 610 - -2 74.98%
Dongying Daoli New Energy Co., Ltd. Dongying City 2,903,000 CNY 1,672 1,281 390 - -1 74.98%
Foshan YingYuan New Energy Technology Co., Ltd. Foshan City 100 CNY 839 596 243 89 14 67.64%
Hefei Yiman New Energy Technology Co., Ltd. Hefei City 1,333 CNY 547 323 224 78 31 67.64%
Heze Dechen New Energy Co., Ltd. Heze City 2,356,843 CNY 1,189 871 318 - -2 74.98%
Hubei Jianghui New Energy Co., Ltd. Jingzhou City 5,030,000 CNY 1,178 498 681 - -3 74.98%
Jinan Xingsheng Energy Co., Ltd. Jinan City 12,744,949 CNY 1,898 5 1,893 - 177 74.98%
Jining Yihang New Energy Technology Co., Ltd. Jining City 17,618 CNY 8,972 6,410 2,561 825 94 67.64%
Liyang Yushun Power New Energy Co., Ltd. Liyang City 2,950 CNY 3,091 1,806 1,285 461 195 67.64%
Nantong Eaton Guoyun Photovoltaic New Energy Co., Ltd. Nantong City 1,940 CNY 736 410 326 113 56 64.26%
Ningbo Jiangbei Baoyi LP Ningbo city 1,095,945 CNY 390 9 381 89 79 44.99%
Qingdao Xingqi Energy Co., Ltd. Qingdao 1,047,444 CNY 553 412 140 - -2 74.98%
Qinghe County Xinou Funeng New Energy Technology Co., Ltd. Xingtai City 3,026,308 CNY 1,867 1,457 409 - -2 74.98%
Rongcheng Xingyi New Energy Technology Co., Ltd. Weihai City 7,505,764 CNY 1,033 38 996 - -25 74.98%
Shanghai Jingwen Equity Investment Center LP Shanghai 64,500 CNY 8,263 509 7,753 - -289 67.64%
Shanghai Yihuang New Energy Technology Co., Ltd. Shanghai 6,513 CNY 885 0 885 - -0 67.64%
Shanghai Yikuang New Technology Co., Ltd. Shanghai 29,110 CNY 3,958 0 3,958 - -0 67.64%
State Cloud Sunseap Equity Investment Partnership LP Jinan City 4,024,282 CNY 548 3 545 - -2 60.13%
Sunseap China Energy (Qingdao) Co., Ltd. Qingdao 35,389 CNY 4 - 4 - -1 74.98%
Sunseap China Energy (Shanghai) Ltd. Shanghai 67,036,914 CNY 11,234 1,323 9,912 1,037 -1,737 74.98%
Suzhou Haoruitian Power New Energy Co., Ltd. Kunshan City 1,640 CNY 1,039 763 277 109 60 67.64%
Suzhou Liansong New Energy Technology Co., Ltd. Suzhou City - CNY - - - - - 74.98%
Suzhou Xingdao New Energy Technology Co., Ltd. Suzhou City 1,602,571 CNY 799 584 215 - -2 74.98%
Suzhou Xingyi Energy Engineering Co., Ltd. Suzhou City 1,418,256 CNY 758 567 191 - -2 74.98%
Tianjin Baoyi New Energy Technology Co., Ltd. Tianjin City 2,077 CNY 1,325 981 344 109 39 67.64%
Tianjin Xingrun Energy Development Co., Ltd. Tianjin City - CNY - - - - - 74.98%
Tianjin Xingsheng Energy Development Co., Ltd. Tianjin City - CNY 1 2 -2 - -2 74.98%
Tianjin Yuntong New Energy Technology Co., Ltd. Tianjin City 15,000 CNY 2,394 -0 2,395 - -0 67.64%
Weihai Deao New Energy Technology Co., Ltd. Weihai City 20,000 CNY 2 - 2 - -1 74.98%
Wenzhou Xingyi New Energy Technology Co., Ltd. Wenzhou City 4,487 CNY 3,856 3,154 703 185 95 67.64%
Wuhan Panshuo Energy Technology Co., Ltd. Wuhan City 4,880,000 CNY 2,155 1,494 662 - -1 74.98%
Wuxi Lingzhong New Energy Technology Co., Ltd. Wuxi City 7,528,864 CNY 3,789 2,766 1,023 - - 74.98%
Yancheng Baoyi New Energy Technology Co., Ltd. Yancheng City 3,035 CNY 497 37 460 51 32 67.64%
Yancheng Qingneng Power Technology Co., Ltd. Yancheng City 1,371,155 CNY 1,315 1,129 185 - -1 74.98%
Yuzhou Yixing Energy Technology Co., Ltd. Yuzhou City 33,000 CNY 3 - 3 - -2 74.98%
Zhenjiang Ruichengda New Energy Co., Ltd. Zhenjiang City 684,296 CNY 378 285 93 - - 74.98%
Integrated Annual Report 2022 Financial Statements and Notes 380
Head Office
Indonesia:
PT Right People Renewable Energy Jakarta 10,100,001,750 IDR 59 68 -8 - -5 74.98%
PT Sunseap Batam Energy Kota Batam 10,000,000,000 IDR 2,495 2,250 246 - -378 74.23%
PT Sunseap Commercial Industrial Indonesia Asset Jakarta 10,000,000,000 IDR 607 43 564 - -37 74.23%
Singapore:
Data4Eco Holdings Pte. Ltd. Singapore 50,000 SGD 15 59 -44 - -32 44.99%
EDPR Sunseap Korea Holdings Pte. Ltd. Singapore 1 SGD 3 23 -20 - -8 74.98%
LYS Energy Investment Pte. Ltd. Singapore 10,674,707 USD 9,950 2,055 7,895 - -421 74.98%
Solar PV Exchange Pte. Ltd. Singapore 1,230,062 SGD 478 394 84 901 5 74.98%
Solarland Alpha Assets Pte. Ltd. Singapore 1 SGD 55,174 71,696 -16,521 38 -295 74.98%
Solarland Alpha Holdings Pte. Ltd. Singapore 1 SGD 40 67 -27 - -7 74.98%
SolarNova 4 Beta Assets Pte. Ltd. Singapore 1 SGD 86,835 108,269 -21,434 3,209 195 74.98%
SolarNova 4 Beta Holdings Pte. Ltd. Singapore 1 SGD 37,966 37,983 -17 - -6 74.98%
SolarNova Phase 1 Pte. Ltd. Singapore 1,000,001 SGD 72,116 60,824 11,291 9,409 3,792 74.98%
Sunseap Australia Holdings Pte. Ltd. Singapore 1 SGD 95 3,568 -3,473 - -1,301 74.98%
Sunseap Batam Pte. Ltd. Singapore 1 SGD 884 1,076 -192 - -9 74.98%
Sunseap China Pte. Ltd. Singapore 11,980,146 SGD 17,431 9,228 8,203 - -48 74.98%
Sunseap CMX RE Solar Holdings Pte. Ltd. Singapore 10 SGD 55,749 41,985 13,764 - 3,305 74.98%
Sunseap Commercial & Industrial Assets (S.E.A.) Holdings Pte. Ltd. Singapore 100,000 SGD 5,114 5,275 -161 - 75 74.98%
Sunseap Commercial Assets Pte. Ltd. Singapore 138,490 SGD 39,952 39,955 -3 3,014 -93 74.98%
Sunseap Commercial Holdings Pte. Ltd. Singapore 1 SGD 12,842 12,968 -126 - -8 74.98%
Sunseap Delta Holdings Pte. Ltd. Singapore 1 SGD 12 40 -28 - -15 74.98%
Sunseap Energy Pte. Ltd. Singapore 5,000,000 SGD 15,322 58,223 -42,901 21,818 7,872 74.98%
Sunseap Energy Ventures Pte. Ltd. Singapore 1 SGD 3,199 4,001 -802 - -505 74.98%
Sunseap Engineering Pte. Ltd. Singapore 2,100,001 SGD 73,697 75,307 -1,610 54,636 -5,262 74.98%
Sunseap Gamma Assets Pte. Ltd. Singapore 1 SGD - 69 -69 - -40 74.98%
Sunseap Gamma Holdings Pte. Ltd. Singapore 1 SGD 5 24 -19 - -7 74.98%
Sunseap Group Pte. Ltd. Singapore 558,478,511 SGD 400,018 47,995 352,023 9,507 -9,842 74.98%
Sunseap Indonesia Pte. Ltd. Singapore 1 SGD 1,082 1,208 -125 - -39 74.98%
Sunseap International Pte. Ltd. Singapore 28,190,145 SGD 112,586 107,616 4,970 95 -3,502 74.98%
Sunseap Japan Pte. Ltd. Singapore 1 SGD 6,422 6,802 -380 - -18 74.98%
Sunseap Leasing Alpha Pte. Ltd. Singapore 1 SGD 43 92 -49 - -8 74.98%
Sunseap Leasing Beta Pte. Ltd. Singapore 4,000,000 SGD 15,050 11,692 3,359 3,016 610 74.98%
Sunseap Leasing Pte. Ltd. Singapore 114,854,175 SGD 152,024 71,274 80,750 10,635 1,908 74.98%
Sunseap Links Daklong Pte. Ltd. Singapore 40 SGD 577 7,040 -6,464 - -7 71.23%
Sunseap Links Pte. Ltd. Singapore 10 SGD 6,281 11,745 -5,464 - 17 59.98%
Sunseap Philippines Solar Holdings Pte. Ltd. Singapore 4,711,437 SGD 3,625 58 3,566 - -8 74.98%
Sunseap SolarNova Pte. Ltd. Singapore 1 SGD 18,668 19,388 -720 - -57 74.98%
Sunseap Solutions Pte. Ltd. Singapore 900,000 SGD 5,606 8,503 -2,897 2,702 -866 74.98%
Sunseap Taiwan Pte. Ltd. Singapore 1 SGD 15,468 15,430 39 - 229 74.98%
Sunseap Vietnam Beta Pte. Ltd. Singapore 1 SGD 10,233 10,460 -227 - -35 74.98%
Sunseap Vietnam Gamma Pte. Ltd. Singapore 1 SGD 6,904 7,020 -116 - -37 74.98%
Sunseap Vietnam Pte. Ltd. Singapore 52,613,649 SGD 36,333 756 35,577 - -20 74.98%
Sunseap Vpower Pte. Ltd. Singapore 1 SGD 1,099 1,647 -548 1,062 240 74.98%
Trung Song SG Pte. Ltd. Singapore 10,674,707 USD 10,135 787 9,348 - -440 74.98%
Uper Renewable Energy (Singapore) Pte. Ltd. Singapore 138,814 SGD 2,900 3,640 -739 2,030 -329 74.98%
Thailand:
Sunseap Energy (Thailand) Co., Ltd. Bangkok 45,000,000 THB 1,429 1,077 353 - -81 71.60%
Thai-Sunseap Asset Co. Ltd. Bangkok 68,000 THB 8,392 6,501 1,891 153 36,675 50.23%
Thai-Sunseap Co., Ltd. Bangkok 225,823 THB 5,471 25 5,446 99 -18,431 50.23%
Thai-Sunseap Energy Solutions Co. Ltd. Bangkok 250 THB 5 4 2 38 -32,791 50.23%
Vietnam:
Bien Dong Energy Investment Co., Ltd. Long An Province 9,000,000 VND 753 500 253 102 11 74.98%
CMX RE Sunseap Vietnam Solar Power Co., Ltd. Ninh Thuan Province 1,065,557,560,000 VND 143,823 90,757 53,066 17,691 5,501 41.24%
DKT Energy Investment Co., Ltd. Ho Chi Minh City 103,900,000 VND 4,570 470 4,099 - -25 74.98%
EDP Renewables Vietnam Company Limited Ho Chi Minh City 7,200,000,000 VND 5,179 7,671 -2,492 - -1,800 74.98%
H2A Co., Ltd. Long An Province 9,000,000 VND 774 442 332 102 -2 74.98%
H2HA Co., Ltd. Long An Province 9,000,000 VND 774 467 306 87 -16 74.98%
H2HD Co., Ltd. Long An Province 9,000,000 VND 772 478 294 85 -18 74.98%
H2HO Co., Ltd. Long An Province 9,000,000 VND 772 457 315 90 -13 74.98%
H2HU Co., Ltd. Long An Province 9,000,000 VND 770 425 345 99 -3 74.98%
H2K Co., Ltd. Long An Province 9,000,000 VND 773 461 311 91 -12 74.98%
H2ML Co., Ltd. Long An Province 9,000,000 VND 769 434 335 96 -6 74.98%
H2O Ben Luc Investment Co., Ltd. Long An Province 6,800,000 VND 719 451 268 96 -4 74.98%
H2S Co., Ltd. Long An Province 9,000,000 VND 771 444 327 94 -9 74.98%
H2T Co., Ltd. Long An Province 9,000,000 VND 777 478 300 93 -10 74.98%
H2TR Solar Co., Ltd. Long An Province 9,000,000 VND 770 425 345 101 -1 74.98%
H2VP Co., Ltd. Long An Province 9,000,000 VND 777 462 316 99 -4 74.98%
Hao Thanh Dat Investment Co., Ltd. Long An Province 9,000,000 VND 746 495 251 100 8 74.98%
Incom International Investment and Development Co., Ltd. Long An Province 14,100,000 VND 1,444 883 561 222 46 74.83%
Kim Cuong Energy Investment Co., Ltd. Long An Province 9,000,000 VND 745 490 256 105 14 74.98%
Long Dai Phat Investment Co., Ltd. Ho Chi Minh City 71,539,000 VND 2,843 11 2,832 - -9 74.98%
Phu An Energy Investment Co., Ltd. Long An Province 9,000,000 VND 741 491 250 99 8 74.98%
Quang Lam Printing Import Export Co., Ltd. Long An Province 12,360,000 VND 1,409 871 538 223 45 74.83%
SSKT Beta Energy Co., Ltd. Ho Chi Minh City 5,484,000 VND 942 632 310 118 43 44.24%
STP5 Energy Production Trading Co., Ltd. Ho Chi Minh City 13,031,646 VND 2,017 1,408 609 299 35 67.40%
STP6 Energy Trading Technical Co., Ltd. Ho Chi Minh City 14,609,528 VND 2,203 1,540 664 319 18 67.40%
STP7 Energy Development Co., Ltd. Ho Chi Minh City 4,511,677 VND 663 477 186 103 4 67.40%
STP8 Energy Investment Co., Ltd. Ho Chi Minh City 9,235,861 VND 1,451 1,040 411 215 18 67.40%
Sun Times 1 Energy Co., Ltd. Ho Chi Minh City 4,851,036 VND 706 502 204 106 4 67.40%
Sun Times 3 Energy Co., Ltd. Ho Chi Minh City 14,347,796 VND 2,307 1,648 659 321 35 67.40%
Sun Times 4 Energy Co., Ltd. Ho Chi Minh City 4,851,036 VND 704 508 196 100 -1 67.40%
Sun Times 5 Energy Co., Ltd. Ho Chi Minh City 14,008,437 VND 2,129 1,505 624 301 20 67.40%
Sun Times 6 Energy Co., Ltd. Ho Chi Minh City 14,135,538 VND 2,155 1,536 619 298 10 67.40%
Sun Times 7 Energy Co., Ltd. Ho Chi Minh City 9,229,812 VND 1,440 1,037 404 209 12 67.40%
Sunseap Commercial & Industrial Assets (Vietnam) Co., Ltd. Ho Chi Minh City 123,517,702 VND 329,359 331,033 -1,674 5 -6,658 74.98%
Sunseap KTG Energy Investment Co., Ltd. Ho Chi Minh City 5,484,000 VND 305 99 206 - -6 44.24%
Sunseap Sun Times Solar Investment Co., Ltd. Ho Chi Minh City 102,912,367 VND 6,113 2,049 4,064 - -5 67.40%
Thiet Thanh Cong Investment Co., Ltd. Long An Province 9,000,000 VND 757 504 253 92 -0 74.98%
Trung Son Energy Development LLC Khanh Hoa Province 197,000,000,000 VND 25,212 17,082 8,130 3,131 -519 74.98%
Uper Renewable Energy Vietnam Co., Ltd. Ho Chi Minh City 2,310,000,000 VND 237 113 123 940 28 74.98%
Xuan Thien Ninh Thuan Co., Ltd. Ninh Thuan Province 890,000,000 VND 120,776 72,140 48,636 20,536 6,912 74.98%
Xuan Thien Thuan Bac Co., Ltd. Ninh Thuan Province 550,000,000 VND 73,794 44,139 29,654 12,312 3,696 74.98%
Other:
EDPR Korea, Ltd. Yeosu 100,000,000 KRW 500 1,306 -805 - -871 74.98%
Hoya Energy Ltd. Taipei City 199,000,000 TWD 16,018 9,816 6,202 701 139 74.98%
OMA Haedori Co., Ltd. Goheung-gun 497,624,000 KRW 1,761 2,672 -911 - -829 56.23%
Pacific Sunseap Energy Ltd. Taipei City 347,000,000 TWD 10,671 21 10,650 - -19 48.73%
Re Capital Co,. Ltd. Tokyo 204,970,000 JPY 6,967 7,387 -420 599 -2,181 74.98%
Shuangjian Photoelectric Ltd. Taipei City 52,000,000 TWD 5,535 3,983 1,552 528 47 52.48%
Sunseap Advance Green Technology Ltd. Taipei City 100,000,000 TWD 12,282 9,134 3,147 442 44 74.98%
Sunseap Advance International Ltd. Taipei City 5,000,000 TWD 142 5 137 - -1 74.98%
Sunseap Energy (Malaysia) Sdn. Bhd. Kuala Lumpur 2,735,000 MYR 1,058 1,491 -433 9 -581 74.98%
Sunseap Solar Cambodia Co., Ltd. Phnom Penh City 1,000 USD 3 25 -22 - -5 74.98%
Sunseap Taiwan Solar Holdings Ltd. Taipei City 456,289,510 TWD 21,303 8,155 13,147 2,616 -96 74.98%
Top Green Energy Ltd. Taipei City 341,000,000 TWD 55,079 44,052 11,027 2,831 127 48.73%
Integrated Annual Report 2022 Financial Statements and Notes 381
The main financial indicators of the joint ventures entities, as at 31 December 2022, are presented as follows:
Head Office
Electricity Generation:
Bioastur, A.I.E. Serín 60,101 EUR 50.00%
Companhia Energética do JARI - CEJA São Paulo 850,823,746 BRL 28.78%
Empresa de Energia Cachoeira Caldeirão, S.A. Amapá 728,600,000 BRL 28.78%
Empresa de Energia São Manoel S.A. Rio de Janeiro 2,409,974,102 BRL 19.18%
Kosorkuntza, A.I.E. Bilbau - EUR 25.00%
Pecém Operação e Manutenção de Unidades de Geração Eletrica S.A. Ceará 7,053,368 BRL 28.78%
Porto do Pecém Transportadora de Minérios S.A. Ceará 6,604,018 BRL 28.78%
Other Activities:
ARQUILED - Proj. Iluminação, S.A. Mora 231,000 EUR 49.91%
Energia Ásia Consultoria, Limitada Macao 200,000 MOP 50.00% 49.00%
MABE Construção e Administração de Projectos, Ltda. Ceará 566,151,831 BRL 28.78%
The companies where the Group has significant influence, as at 31 December 2022, are as follows:
Head Office
Electricity Generation:
Carriço Cogeração - Sociedade de Geração de Electricidade e Calor, S.A. Lisbon 50,000 EUR 35.00%
HC Tudela Cogeneración, S.L. Aboño - Carreño 306,030 EUR 50.10%
Electricity Supply:
Blue Sol Participações S.A. São Paulo 24,483,565 BRL 23.02%
Electricity Distribution:
AMBERTREE - Tecnologia para Redes de Energia Electrica, Lda Lisbon 5,000 EUR 26.00%
Other Activities:
Centrais Elétricas de Santa Catarina, S.A. - Celesc Santa Catarina 2,480,000,000 BRL 17.21%
Endeco Technologies Limited Dublin 15,756,606 EUR 16.90%
Principle Power, Inc Seattle 33,149 USD 23.37%
SCNET - Sino-Portuguese Centre Shanghai 21,600,000 CNY 40.00%
Vertequip, Equipamentos e Trabalhos Verticais, Lda Chamusca 347,139 EUR 23.66%
WPVT, S.A. Oporto 75,000 EUR 20.00%
Zypho, S.A. Oporto 221,794 EUR 33.50%
EDP Integrated Annual Report 2022 382
Our
action
Integrated Annual Report 2022 Part IIII Corporate Governance Report 383
Part III
Corporate
Governance
Report
Sabugal – Solar and Wind Hybrid – Portugal
Integrated Annual Report 2022 Part III Index 384
Corporate Governance
Report
PART I The geographical and investor type breakdown of the EDP shareholder structure on 31
December 2022 was as follows:
Corporate Governance 8% 5%
8%
I. Capital Structure
1. Capital Structure
In the terms of the Articles of Association, the shares are not subject to any limitations in terms
of transferability, given that, according to the Portuguese Securities Code, shares traded in the
market are fully transferable.
3. Treasury stock
At the General Shareholders’ Meeting held on 6 April 2022, shareholders resolved on the appraisal by the shareholders of the performance of the members of the Executive Board of
granting of authorization to the Executive Board of Directors for the acquisition and sale of Directors.
own shares by EDP and subsidiaries of EDP for an eighteen-month period as from the
proposal approved in the General Meeting. 6. Shareholder agreements
4. Change of company control According to the Article 7 of EDP's Articles of Association, shareholder agreements regarding
the Company must be communicated in full to the Executive Board of Directors and the
EDP has not entered into any significant agreements that come into force, are amended or General and Supervisory Board by the shareholders that have signed them in the 30 (thirty)
terminate in the event of a change in control of the Company following a takeover bid, except days following their conclusion.
for normal market practice in terms of debt issuance. In fact, EDP is usually a party in financing
agreements and issuer of bonds that include change of control clauses, which are typical set According to information provided to the Company by the shareholders, the Executive Board
forth in such agreements and securities and are necessary for the completion of transactions, of Directors is aware of the existence of a single shareholder agreement, which was entered
not considering that its existence is likely to harm the economic interest in the transfer of EDP into on 11 April 2007 by Parpública, Caixa Geral de Depósitos, S.A. ("CGD") and Société
shares, nor the free assessment by shareholders of the directors' performance. Nationale pour la Recherche, la Production, Le Transport, La Transformation et la
Commercialisation des Hydrocarbures ("Sonatrach").
5. Defensive measures
Although Parpública has sold its shareholdings in EDP's share capital and CGD and
EDP has not taken any measures to prevent takeover bids that would put the interests of the Sonatrach do not own a qualifying shareholding in EDP's share capital, according to
Company and its shareholders at risk. The supplementary rules on this matter remain thus in information at EDP's disposal this does not represent automatic cessation of the effects of the
force. shareholder agreement. EDP has not been informed of any agreement to revoke or amend the
said shareholder agreement.
In this regard, it is important to note that, pursuant to Article 14 (3) of EDP's current Articles of
Association, votes cast by a shareholder on his own behalf or representing another will not be In 2021, EDP and Sonatrach agreed to terminate the partnership entered into in 2007, under
considered if they exceed 25% of all the votes corresponding to the share capital. which EDP assumed full control of the combined cycle natural gas plant, Soto 4, in Spain, with
an installed capacity of 426MW, through the acquisition of 25% stake held by Sonatrach, and
Although EDP's Articles of Association impose this limitation on the exercise of voting rights, terminates the commercial relations with Sonatrach that were associated with this
this limitation is not a measure to prevent successful takeover bids. partnership.
In fact, the inability of the limitation on voting rights to prevent the success of a takeover bid is II. Shareholdings and Bonds Owned
the result of EDP's current capital structure and of the compliance of the deliberative quorum
of two-thirds of the votes cast, which is set out in EDP's Articles of Association for an 7. Qualifying holdings
amendment to the company agreement on this matter with Article 182 - A (2) of the
Portuguese Securities Code. Pursuant to Article 8 (1) (b) of CMVM Regulation 5/2008, we are providing the following
information on qualifying holdings owned by EDP shareholders as at 31 December 2022 and
No defensive measures have been taken aimed at or resulting in serious erosion of EDP's attributable voting rights in accordance with Article 20 (1) of the Portuguese Securities Code.
assets in the event of transfer of control of the company or a change in the composition of the
Executive Board of Directors, thereby prejudicing the free transferability of the shares and free
Integrated Annual Report 2022 Corporate Governance Report Information on Ownership Structure, 387
Organisation and Corporate Governance
% CAPITAL % CAPITAL
SHAREHOLDER NO. OF SHARES WITH VOTING SHAREHOLDER NO. OF SHARES WITH VOTING
RIGHTS RIGHTS
According to paragraph 1(b) of article 20 of the Portuguese Securities Code, the voting rights inherent to the share BlackRock International Holdings, Inc.
capital held by Oppidum Capital, SL and Flicka Forestal, SL are imputable to Fernando Masaveu Herrero. Oppidum
BR Jersey International Holdings L.P.
Capital, SL is 55.9% owned by Masaveu Internacional, S.L. and 44.1% owned by Unicaja Banco S.A. In turn,
Masaveu Internacional, SL is 100% held by Corporación Masaveu, SA. Corporación Masaveu, SA is 41.38% held
BlackRock Holdco 3, LLC
by Fundación María Cristina Masaveu Peterson, 10.73% by Flicka Forestal, SL and 0.03% by Fernando Masaveu
Herrero. Fernando Masaveu Herrero controls Fundación María Cristina Masaveu Peterson, Flicka Forestal, SL and
BlackRock Cayman 1 LP
Peña Maria, S.L. Additionally, Fernando Masaveu Herrero’s spouse holds 18,467 shares of EDP’s share capital.
Also, three dependents of Fernando Masaveu Herrero - Pedro Masaveu Compostizo, Jaime Masaveu Compostizo BlackRock Cayman West Bay Finco Limited
and Elias Masaveu Compostizo - hold each 542 shares of EDP's share capital. In this sense, in total, 7.20% of the
voting rights of EDP, corresponding to 285.709.976 shares of EDP’s share capital, are imputable to Fernando BlackRock Cayman West Bay IV Limited
Masaveu Herrero.
BlackRock Group Limited
BLACKROCK, INC.
BlackRock Finance Europe Limited
BlackRock Holdco 2, Inc.
BlackRock Investment Management (UK) Limited
BlackRock Financial Management, Inc.
% CAPITAL % CAPITAL
SHAREHOLDER NO. OF SHARES WITH VOTING SHAREHOLDER NO. OF SHARES WITH VOTING
RIGHTS RIGHTS
% CAPITAL % CAPITAL
SHAREHOLDER NO. OF SHARES WITH VOTING SHAREHOLDER NO. OF SHARES WITH VOTING
RIGHTS RIGHTS
% CAPITAL % CAPITAL
SHAREHOLDER NO. OF SHARES WITH VOTING SHAREHOLDER NO. OF SHARES WITH VOTING
RIGHTS RIGHTS
BlackRock Cayman 1 LP
BlackRock, Inc.
As of 31 December 2022, the financial instruments held or attributable to the members of the Executive Board of Directors in office under the terms set forth in article 447 (5) of the Portuguese
Companies Code are as follows:
EDP – ENERGIAS DE PORTUGAL, S.A. EDP RENOVÁVEIS, S.A. EDP – ENERGIAS DO BRASIL, S.A.
EXECUTIVE BOARD NO. SHARES NO. SHARES NO. SHARES NO. SHARES NO. SHARES NO. SHARES
OF DIRECTORS (1) 31-12-2022 31-12-2021 31-12-2022 31-12-2021 31-12-2022 31-12-2021
MIGUEL STILWELL DE ANDRADE(2) 205,000 180,000 - - - -
Miguel Nuno Simões Nunes Ferreira Setas 8,104 8,104 - - 6,000 6,000
Rui Manuel Rodrigues Lopes Teixeira (3) 42,043 39,433 100 100 - -
Vera de Morais Pinto Pereira Carneiro(4) 20,000 7,000 - - - -
Ana Paula Garrido de Pina Marques - - - - - -
(1) The Executive Board of Directors did not hold any bonds from EDP – Energias de Portugal, S.A.
(2) As disclosed to the market on February 22nd 2022, Miguel Stilwell d’Andrade acquired 25,000 shares of EDP.
(3) As disclosed to the market on February 24th 2022, Rui Teixeira informed EDP that he acquired 2,610 shares of EDP.
(4) As disclosed to the market on February 24th 2022, Vera Pinto Pereira informed EDP that she acquired 13,000 shares of EDP.
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Organisation and Corporate Governance
As of 31 December 2022, financial instruments held or attributable to the members of the General and Supervisory Board in office, under the terms set forth in article 447 (5) of the Portuguese
Companies Code, are as follows:
Ignacio Herrero Ruiz (as representative of China Three Gorges (Europe), S.A.) - -
Hui Zhang (as representative of China Three Gorges Brasil Energia, S.A.) - -
Miguel Espregueira Mendes Pereira Leite (as representative of China Three Gorges (Portugal) Sociedade Unipessoal, Lda.) - -
DRAURSA, S.A. - -
Sandrine Dixson-Declève - -
Zili Shao - -
9. Special powers of the managing body with regard to issuance price is set, or (ii) 95% of the weighted average • As disclosed to the market on 29 July 2022 and on 23
decisions to increase share capital price of the shares in Euronext Lisbon in the maximum period December 2022, EDP agreed to sell to China
of 10 (ten) days ending on the date in which the issuance price International Water & Electric Corporation, company that
The Executive Board of Directors has the powers enshrined in is set, and provided that the proposed resolution is approved integrates China Three Gorges group, its 50% stake in
the law and Articles of Association to perform its duties, in advance by the General and Supervisory Board by a Hydro Global Investment Limited, with registered office in
which are indicated in detail in item 21. qualified majority of two thirds of votes cast. Hong Kong, for US$ 68 million;
In what concerns the approval of decisions on share capital The authorizations granted to the Executive Board of • Additionally, and as disclosed to the market on 15
increases, and according to Article 4 (3) of the Articles of Directors described in the two previous paragraphs are not November 2021 and on 27 June 2022, EDP, through its
Association, the Executive Board of Directors has the power cumulative, in the sense that any measures taken under one subsidiary EDP Renováveis, S.A., sold to China Three
to approve one or more share capital increases up to an of these authorizations are written off to the maximum limit of Gorges a 100% stake in an operational wind portfolio
aggregate limit of 10% of the current share capital via the the other. During 2022, the Executive Board of Directors did with 181 MW located in Spain, for an Enterprise Value of
issuance of shares to be subscribed by new entries in cash, in not used any of these authorizations. 328 million Euros.
accordance with the issuance terms and conditions that it
defines. The draft decision must be submitted to the General 10. Significant business relationships between owners of As for the surrounding governance guidelines, on July 29,
and Supervisory Board subject to a two-thirds voting qualifying holdings and the Company 2010, the General and Supervisory Board approved the first
majority of the respective members. version of the “Regulation on Conflicts of Interest and
In pursuit of its activity and regardless of its relevance, EDP Transactions with Related Parties”, which was subject to
The General Shareholders’ Meeting held on 14 April 2021 conducts business with and enters into transactions under review during 2015. On 17 May 2010, the Executive Board of
resolved to approve the renewal, for a period of five years, of normal market conditions for similar operations with several Directors approved the rules on identification, in-house
the authorization granted to the Executive Board of Directors entities, beyond which are included qualified shareholders of reporting and procedure in the event of conflicts of interest
to increase the share capital of EDP, one or more times, up to EDP or companies related to those. applicable to all EDP Group employees who play a decisive
a limit of 10% of share capital. role in transactions with related parties.
Thus, with reference to the 2022 exercise, it should be
Additionally, the General Shareholders’ Meeting held on 14 pointed out the performance of the following operations Considering the amendments introduced by Law no.
April 2021 also resolved to amend the Company’s Articles of between companies of EDP Group and owners of qualifying 50/2020, of 25 August, as well as the constant adoption of
Association under which authorization is granted to the holdings in EDP’s share capital: best practices by the Company, the internal regulations were
Executive Board of Directors to increase the share capital, reviewed that regulate conflicts of interest and business
one or more occasions, until 14 April 2026, up to the • EDP Group, through EDP Clientes, S.A. provided between related parties was promoted, having, in January
maximum amount of 10% of the current share capital, electricity and gas supply services as well as the 2023, the new version of the Policy on Transactions with
through the issuance of shares, to be made by contributions installation of solar panels to the company Cementos Related Parties came into force, and is available for
in cash and subscribed by qualified investors following Tutela Veguín in the amount of approximately 90.8 consultation at EDP’s website Transactions with Related
accelerated book-building offers, in accordance with the million Euros (Cementos Tutela Veguín is a subsidiary Parties Policy | edp.com.
terms and conditions of the issuance to be defined by the of the Group Masaveu, which, in turn, holds 55.9% of
Executive Board of Directors, provided that the issuance the company Oppidum Capital, SL); The General and Supervisory Board noted that regarding
price is not lower than (i) 95% of the weighted average price 2022, in view of the cases analysed and the information
of the shares in Euronext Lisbon on the date on which the provided by the Executive Board of Directors, that no
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Organisation and Corporate Governance
evidence was found that the potential conflicts of interest underlying the transactions made administrative resources for the General Meeting are provided by the Company and the
by EDP may have been settled contrary to the interests of the Company. organisation is supervised by the Chairman of the Board of the General Meeting.
The Financial Matters Committee / Audit Committee is responsible for supervising B) Exercise of Voting Rights
enforcement of the aforementioned policy and reports on its work to the General and
Supervisory Board. 12. Restrictions on Voting Rights
B. Corporate Bodies and Committees Pursuant to Article 14 (2) of EDP's Articles of Association, each share corresponds to one vote.
According to Article 14 (9) of EDP’s Articles of Association, the holders of rights representing
I. General Meeting shares under ADR (American Depositary Receipt) programs may instruct the respective
depositary bank in order to see their voting rights exercised or, alternatively, grant proxy to a
A) Composition of The General Meeting representative designated by EDP for such purpose, in compliance with applicable legal or
statutory provisions; the depository contract should regulate terms and ways for exercising
11. Name and position of officers of the General Meeting and their term of office the voting rights, as well as for cases in which such instructions do not exist.
Pursuant to Article 12 of EDP’s Articles of Association, the members of the Board of the General According to Article 14 (10) of the Articles of Association, EDP's shareholders can only
Meeting are composed by a Chairman, a Vice-Chairman, and the Company Secretary, who participate and vote at the General Meeting, personally or through a representative, if on the
is appointed by the Executive Board of Directors. date of registration, 00:00 hours (GMT) of the fifth day of trading prior to that of the General
Meeting, it owns shares corresponding to, under the Law and the Articles of Association, at
During 2022, the composition of the Board of the General Meeting in office was as follows: least one vote.
Proof of ownership of the shares is provided by sending the Chairman of the General Meeting,
BOARD OF THE GENERAL MEETING by the fifth day of trading prior to that of the General Meeting, a statement issued, certified,
CHAIRMAN LUÍS MARIA VIANA PALHA DA SILVA and sent by the financial intermediary responsible for registering the shares, indicating the
number of shares registered and the date of registration. It may be sent by email (Article 14 (13)
Vice Chairman Ana Mafalda Castanheira Neves de Miranda Barbosa (*)
of EDP's Articles of Association).
Company Secretary Ana Rita Pontífice Ferreira de Almeida Côrte-Real
The Vice-Chairman of the Board of the General Shareholders’ Meeting was elected at the at the General Shareholders’ Meeting held on 6
(*) Participation in the General Meeting also requires the shareholder to express this intention to
April 2022 for the 2021-2023 three-year mandate, after the resignation presented by Clara Patrícia Costa Raposo, on 27 April 2021.. the financial intermediary at which the individual registration account has been opened, by
the previous day of the fifth day of trading prior to that of the General Meeting. The
The Chairman of the General Meeting is automatically a member of the General and communication may be sent by electronic means (Article 14 (11) of EDP's Articles of
Supervisory Board, pursuant to Article 21 (2) of EDP’s Articles of Association. Association and Article 23.º-C (3) of the Portuguese Securities Code).
The Chairman of the General Meeting has the in-house human and logistic resources Shareholders who have expressed their intention to participate in a General Meeting pursuant
appropriate to his/her needs, including the support of the Legal & Governance, the Investor to the law and the Articles of Association and have transferred ownership of the shares
Relations, the Communication and the Brand - Corporate Global Units, plus external support between the fifth day of trading prior to that of the General Meeting and the end thereof, must
from a specialised entity hired by EDP to collect, process, and count the votes. The logistic and
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Organisation and Corporate Governance
inform the Chairman of the General Meeting and the CMVM limitation applies to all decisions of the General Meeting, 13. Maximum percentage of voting rights that can be
immediately (Article 14 (11) of EDP's Articles of Association). including those for which the law or EDP's Articles of exercised by a single shareholder or shareholders that are
Association provide for a qualified majority of the related in some of the relations of Article 20 (1)
EDP shareholders may exercise their right to vote by Company's share capital.
correspondence, postal or electronic, on each of the items on See item 12.
the agenda by means of a communication addressed to the Pursuant to Article 14 (4) of EDP’s Articles of Association,
Chairman of the Board of the General Meeting, as provided votes for which, under Article 20 (1) of the Securities Code or 14. Decisions of shareholders who, under the Articles of
for in number 6 and number 11 of article 14 of the Articles of any legal rule that amends or replaces it, he is responsible will Association, can only be made by a qualified majority
Association. be considered cast by the same shareholder. other than those provided for by law
Pursuant to Article 14 (7) of EDP's Articles of Association, Pursuant to Article 15 (2) and (3) of the Articles of Association, Decisions by the General Meeting are taken by a majority of
voting rights may also be exercised electronically, in EDP's shareholders are obliged to provide the Executive votes cast, unless the law or the Articles of Association
accordance with the requirements necessary to ensure their Board of Directors, in writing and in a complete, objective, require a qualified majority (Article 11 (3) of the Articles of
authenticity, which must be defined by the Chairman of the clear, truthful form, and in a manner acceptable to the board, Association).
General Meeting in the invitation to the meeting. all information that it requests from them on facts concerning
them and related to Article 20 (1) of the Securities Code. Article 10 (1) of the Articles of Association defines the
Shareholders can find the necessary forms for postal or Noncompliance with this obligation shall result in prevention performance of functions in any corporate body is
electronic votes at EDP's website . of the exercise of voting rights pertaining to the shares owned incompatible with:
by the shareholder in question.
EDP has taken several measures to encourage shareholders • the status of a legal person that is a competitor of EDP
to exercise their voting rights, such as elimination of financial If the limitation on the counting of votes affects a number of or a company in a control or group relation with EDP;
obstacles that may affect their exercise. These measures shareholders, it will operate in proportion to the ordinary • the status of a legal person or an individual related to a
include: shares owned by each one (Article 14 (5) of the Articles of legal person that is a competitor of EDP;
Association). • the exercise of functions, of any nature or for any reason
• general circulation of the notice of meeting of the whatsoever, notably by appointment to a corporate
General Meeting with an express indication of the Furthermore, pursuant to Article 20 (1) of the Portuguese office, by employment contract or by services provision
channels available for the exercise of voting rights and Securities Code, or any legal rule that amends or replaces it, agreement, at a legal person that is a competitor of EDP
in publications at CMVM website and EDP’s website, in shareholders who become owners of a shareholding of 5% or at a legal person related to a legal person that is a
the Justice Ministry and in the Interbolsa Platform (My (five percent) or more of the voting rights or share capital, competitor of EDP;
Interbolsa) and in the NYSE Euronext Lisbon newsletter; must inform the Executive Board of Directors thereof within • the appointment, even if only in fact, for a corporate
• payment of the costs of issuing declarations of five business days of the date on which ownership occurred. body member by a competing legal person or a person,
ownership of shares for all shareholders who They cannot exercise their voting rights until they have made natural or legal, related to a legal person competing with
participate in the General Meeting. this communication (Article 15 (1) of EDP's Articles of EDP.
Association).
As per EDP’s Articles of Association, votes cast by a Nevertheless, Article 10 (4) defines that the incompatibilities
shareholder in his own name or as a representative of another set forth in the foregoing paragraphs may also not apply to
exceeding 25% (twenty-five percent) of all the votes the performance of functions as a member of the general and
representing the share capital are not considered. This supervisory board, to the extent permitted by law, subject to
Integrated Annual Report 2022 Corporate Governance Report Information on Ownership Structure, 396
Organisation and Corporate Governance
authorization given by prior resolution, with the favour of two and a General and Supervisory Board, the highest the size of the Company, the complexity of its activity and its
thirds of the votes cast at the elective general shareholders’ supervisory body. geographical dispersion are considered, in addition to the
meeting. The competition relation must be expressly referred costs and the desirable speed of operation of the
to and precisely identified in the appointment proposal, and The division of competences, inherent to such model, administration.
the authorization resolution may be subject to conditions, between the Executive Board of Directors and the General
notably to a holding of no more than 10% of EDP’s share and Supervisory Board, has been assuring an effective According to Article 11 (2) (b) of the Articles of Association, it
capital. management of the Company, benefitted by a constant and is the responsibility of the General Meeting of EDP to elect
attentive supervision. The dual model of corporate and dismiss the members of the Executive Board of Directors
It should also be highlighted that, according to Article 10 (10) governance in place at EDP since July 2006 has allowed for and the General and Supervisory Board, as well as their
of EDP’s Articles of Association, it should not be deemed to an effective separation of the Company’s supervision and Chairmen and Vice-Chairmen, if any, and the Statutory
be a competitor of EDP the legal person shareholder that management in pursuit of the goals and interests of EDP and Auditors, based on a proposal by the General and
individually holds at least 20% of the share capital of EDP, its shareholders, employees, and other stakeholders, thereby Supervisory Board (or by delegation to the Financial Matters
and that, directly or through a legal person which is in a contributing to achieving the degree of trust and Committee / Audit Committee). The General Meeting also
domain relationship with it, enters into and maintains a transparency necessary for its adequate functioning and appoints the members of the Environment and Sustainability
medium or long term strategic partnership of business optimization. Board, on proposal of the Executive Board of Directors, and
cooperation in the activities of generation, distribution or Remuneration Committee of the General Meeting.
supply of electricity or natural gas, approved in accordance It is also important to note that this governance model has
with legal and statutory provisions, with prior favourable proven to be adequate to the size and shareholder structure For a better understanding of EDP's corporate governance,
opinion of the General and Supervisory Board. of the Company, allowing for constant supervision both by EDP's website allows shareholders and the general public to
the reference shareholders and by the independent view the up-to-date Articles of Association in Portuguese
In all other cases, the deliberative quorum set out in Article members, through the respective intervention in the General and English, the Internal Regulation of the Executive Board of
383 (2) of the Portuguese Companies Code applies. and Supervisory Board. Considering the transversal Directors, General and Supervisory Board and its
competences of the General and Supervisory Board and the committees, documents that have been modified in order to
II. Management and Supervision specificities of the activities of the four Specialized accommodate best practices, notably the principles and
Committees, the integration of members of the General and recommendations set forth by the Corporate Governance
A) Composition Supervisory Board and of the Executive Board of Directors of Code issued by the Portuguese Institute for Corporate
EDP should, according to the Selection Procedure of the Governance.
15. Corporate governance model members of the General and Supervisory Board and of the
Executive Board of Directors, ensure diverse skills, Worth noting also that EDP has since 2010 a Corporate
EDP's governance structure is a dual model one and consists professional experiences, diversity of knowledge, gender Governance Manual, whose primary objective consists of
of the General Meeting, Executive Board of Directors, and cultures, taking into account the specificities of the registering and sharing the provisions of the Executive Board
General and Supervisory Board and the Statutory Auditor. Company's business. Along with the concern for the of Directors and of General and Supervisory Board regarding
individual adequacy of each member, it is also sought that best practices recommendations applicable to EDP on
The separation of management and supervision roles is the composition of the governing bodies and corporate corporate governance. The Manual has a dynamic nature. It
embodied in an Executive Board of Directors, which is bodies demonstrate a collective adequacy, bringing should therefore continue to be revised periodically,
responsible for the management of the Company’s business, together the professional and personal skills necessary for considering the contributions of all interested parties in the
the proper performance of the functions of each body of EDP. continuous development of EDP’s governance model.
Likewise, in determining the respective number of members,
Integrated Annual Report 2022 Corporate Governance Report Information on Ownership Structure, 397
Organisation and Corporate Governance
The Manual for the Corporate Governance of EDP is measures, according to local needs, always ensuring the companies in the world since 2008, integrating the
available to shareholders and general public at its website: compliance with the local applicable legislation. respective indexes (DJSI World and DJSI Europe);
Corporate Governance Manual | edp.com. Additionally, the Compliance & Internal Control which • The presence of EDP in the Investment Register of the
independence is guaranteed through the reporting to the Ethibel Forum as Pioneer and Excellence, which
In what concerns prevention and fighting against Executive Board of Directors and to the General and presents a group of companies that have an above
harassment at work, and complementing the commitments Supervisory Board / Financial Matters Committee / Audit average performance in the respective sector of
already taken on by EDP in its Code of Ethics, available at Committee of EDP is responsible to biennially review this activity, with the assessment being carried out based
EDP’s website, the Good Conduct Code for the Prevention Policy or whenever any relevant legislative change occurs, on sustainability criteria;
and Fight Against Harassment at Work entered into force as submitting those amendments to the Executive Board of • EDP’s presence in the Solactive Global and Europe
of 21 November 2017 and it is applicable to all EDP Group’s Directors for approval. The Integrity Policy of EDP Group was Corporate Social Responsibility Index based on
employees. According to this Code, other service providers revised in 2022 and is available at EDP’s website: EDP information provided by Forum Ethibel;
and suppliers are explicitly required to uphold or adhere to Integrity Policy | edp.com. • Obtained ISO 37001 (Anti-bribery Management
the principles established, in accordance with their Systems) certification by EDP Energias do Brasil;
obligations under qualification procedures or current EDP intends to continue to assume a precursor and • Obtained ISO 37001 (Anti-bribery management
contracts. In this regard, during 2022, a new channel for excellence role about the promotion of best government system) and certification UNE 19601 (Criminal
reporting complaints was created, available at EDP's practices, in the hope that this initiative may also contribute Compliance Management Systema) by
website - Speak Up EDP Channel- and on the other websites to enrich the debate on these matters in the general context EDP Renováveis;
of the applicable EDP Group companies. of the organization and functioning of public limited • Obtained ISO 37001 certification (Anti-bribery
companies, particularly in Portugal. management system) and UNE 19601 certification
Additionally, the Integrity Policy approved by the Executive (Criminal Compliance Management System) by
Board of Directors has implemented the mandatory The EDP Group has been publicly distinguished with several EDP España;
execution to all EDP Group companies as well as to its recognitions regarding the behaviours observed in terms of • Obtained ISO 37001 certification (Anti-bribery
employees, service providers acting on its behalf, in strict promoting integrity, ethics, and sustainability. management system) and ISO 37301 certification
compliance with the legal framework applicable in (Compliance Management System) by EDP.
geographies where the Group is present which aim to avoid Among these recognitions, the following stand out:
unlawful conducts, in particular those associated with the
practice of corruption acts, money laundering and terrorism • The results of the ETHISPHERE ranking, which, since 16. Articles of Association rules on procedural and
financing. EDP Group is committed to promote an exempt, 2012, has considered EDP as one of the “World Most material requirements for the appointment and
honest, integrated, professional, and fair action and requires Ethical Companies”; replacement of members of the Executive Board of
that its employees and contracted third parties behave in • The Top Employer certification awarded by the Top Directors and General and Supervisory Board
accordance with such commitment, complying with the Employers Institute, in which EDP was assessed on
legislation and regulation in force. The EDP Group twenty different topics, with particular reference to It is the role of the General Meeting to elect and remove
Companies has implemented and has disseminated Business Strategy and Ethics and Integrity, having members of the Executive Board of Directors and the General
prevention, detection, and control measures towards any obtained the maximum score; and Supervisory Board, including their chairmen.
form of corruption, prevarication, conduct on conflict of • A prominent position in the “Codes of Conduct /
interest, influence peddling, money laundering, terrorism Compliance / Corruption and Bribery” criterion of the In the event of permanent or temporary absence of any of the
financing and other illegal acts. In this regard, the EDP Group Dow Jones Sustainability Indexes (DJSI), which have members of the Executive Board of Directors, the General
Companies may adopt more demanding additional presented EDP as one of the most sustainable and Supervisory Board arranges for his/her replacement and
Integrated Annual Report 2022 Corporate Governance Report Information on Ownership Structure, 398
Organisation and Corporate Governance
the appointment must be ratified by the next General constantly advise, monitor and supervise the management
Meeting, under Article 22 (1) (g) of the Company’s Articles of activities of EDP, cooperating with the Executive Board of
Association. Directors and the various other corporate bodies in pursuit of
the Company’s interests, pursuant to the Companies Code
In the event of permanent absence of any of the members of and the company’s Articles of Association. It is elected by the
the General and Supervisory Board, the substitutes on the list shareholders at the General Meeting.
submitted to the General Meeting must be summoned by the
Chairman of this Board to replace him/her, following the Pursuant to Article 21 (1) of the Articles of Association and
order on the list. Pursuant to Article 21 (5) of EDP's Articles of Article 3 (1) of Internal Regulation of the General and
Association, the substitutes on the list must all be Supervisory Board, the General and Supervisory Board
independent. If there are no substitutes, they will be elected consists of no fewer than nine effective members, but always
by the General Shareholders’ Meeting. more than the number of members of the Executive Board of
Directors. Most of the elected members of the General and
17. Composition of the Board of Directors, Executive Supervisory Board must be independent, pursuant to Article
Board of Directors and General and Supervisory Board 21 (4) of the Articles of Association.
As of 31 December 2022, the General and Supervisory Board is composed by the following members:
China Three Gorges (Europe), S.A. represented by Ignacio Herrero Ruiz 20/02/2012
China Three Gorges Brasil Energia, S.A.. represented by Hui Zhang(*) 05/04/2018
China Three Gorges (Portugal), Sociedade Unipessoal, Lda. represented by Miguel Espregueira Mendes Pereira Leite 21/04/2015
Helena Sofia Silva Borges Salgado Fonseca Cerveira Pinto Independent 14/04/2021
The representatives of the companies China Three Gorges Corporation and China Three Gorges International Limited initiated their term of office on 11 May 2012, following the entry into force, with EDP, of the Strategic Partnership Agreement concluded on 30 December 2011.
(*) Ms. Li Li has tendered her resignation on 5 August 2022 and was replaced by Ms. Hui Zhang as from 2 December 2022.
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Organisation and Corporate Governance
Executive Board of Directors of the General and Supervisory Board, lay down the rules on independence and
incompatibilities for members of any of the Company's corporate bodies.
The Executive Board of Directors is responsible for managing the Company's activities and
representing the Company, pursuant to Article 431 of the Companies Code and Article 17 of The criteria of independence set out in EDP's Articles of Association are in line with those laid
the Articles of Association and was elected by the shareholders at a General Meeting. down in 414 (5) of the Companies Code and determine that independence means an absence
of direct or indirect relations with the Company or one of its bodies and an absence of any
Pursuant to Article 16 (2) of the Articles of Association of EDP, the Executive Board of Directors circumstances that might affect impartiality of analyses or decisions, e.g. because the people
must have a minimum of five and a maximum of nine members. in question own or are acting on behalf of owners of a qualifying shareholding of 2% (two
percent) or more of the share capital of EDP or have been re-elected for more than two terms
The members of the Executive Board of Directors may not exercise executive functions in of office continuously or intermittently.
more than two companies not integrating EDP Group, and the exercise of the referred
functions shall be subject to prior appraisal by the Executive Board of Directors, according to Pursuant to Article 9 (1) of EDP's Articles of Association, independence is “absence of direct or
Article 7 of the Internal Regulation of such body. indirect relations with the Company or one of its bodies and an absence of any circumstances
that might affect impartiality of analyses or decisions, e.g., because the people in question
At the Extraordinary General Shareholders’ Meeting held on 19 January 2021, the members of own or are acting on behalf of owners of a qualifying shareholding of 2% (two percent) or more
the Executive Board of Directors were elected for the 2021-2023 term of office. The term of of the share capital of EDP or have been re-elected for more than two continuous or
office of the members of this Board ends on 31 December 2023, without prejudice to their intermittent mandates".
maintenance in office until a new appointment.
In view of the need to clarify the aforementioned Article 414 (5) of the Company Code, as there
During 2022, the Executive Board of Directors was composed as follows: are diverging legal opinions, Associação de Emitentes de Valores Cotados em Mercado
(“AEM”) requested an opinion from the CMVM , whose opinion was that the capacity as
FIRSTAPPOINTMENT independent is only lost if, “on the basis of the criterion of number of terms of office, in a
EXECUTIVE BOARD OF DIRECTORS
DATE situation likely to affect his/her impartiality in analyses or decisions if the members of the
CHAIRMAN MIGUEL STILWELL DE ANDRADE 20/02/2012 supervisory bodies of public limited companies, having been elected for a first term of office
and re-elected continuously or intermittently for a second and third term, are re-elected (for
Miguel Nuno Simões Nunes Ferreira Setas 21/04/2015
the third time, therefore) for a fourth term of office.”
Rui Manuel Rodrigues Lopes Teixeira 21/04/2015
General and Supervisory Board or, for the Chairman, of its functions in any body and its new appointment, at members (Article 3 (1) of the Internal Regulation of the
directly to the board any subsequent event that might least a three-year period has elapsed; Corporate Governance and Sustainability Committee.
generate incompatibility or loss of independence; • having, in the last three years, provided services or had
• every year, the members of the General and a significant commercial relation with the Company or In compliance with the above procedure, at the start of their
Supervisory Board must renew their statements as to one of its Subsidiaries; and, terms of office, the members of the General and Supervisory
the inexistence of incompatibility and, if applicable, the • being a remuneration beneficiary paid by the Company Board stated that they were not in any of the situations of
compliance with the independence requirements. or one of its Subsidiaries other than the remuneration incompatibility set out in the Companies Code (Article 414-A
deriving from the execution of its functions as a member (1) (a) to (e), (g) and (h) (ex vi Article 434 (4)) and Article 437
Also, every year, the General and Supervisory Board of the General and Supervisory Board. (1)) or under Article 10 (1) of the Articles of Association and,
conducts a general assessment of compliance with the rules where applicable, that they complied with the independence
of incompatibility and independence by its members. The rules of independence covering members of the General requirements of the Internal Regulation of the General and
and Supervisory Board are particularly important regarding Supervisory Board and the Articles of Association of EDP
At the same time, the Internal Regulation of the General and the following requirements: (article 9 (1), article 11 (2) (d) and article 21 (4)) . Of the
Supervisory Board (article 8) has broadened the incompatibility situations for the exercise of the role of
independence criteria applicable to its members, going • the board must consist of a majority of independent member of the General and Supervisory Board, pursuant to
beyond the provisions of Article 414 (5) of the Companies members (Article 434 (4) and Article 414 (5) and (6) of the Article 414-A of the Companies’ Code, it is considered
Code and Article 9 of EDP's Articles of Association, and so the Companies Code and Article 21 (4) of EDP's Articles the exercise of functions of administration or supervisory in
people who directly or through their spouse or relative or of Association); five companies. Therefore, one may not be elected or
similar in a straight line and to the collateral third degree, • the Financial Matters Committee/Audit Committee is designated a member of the General and Supervisory Board
inclusive, are in one of the following situations cannot have composed, at least by, three independent members of if holds office of administrator or supervisor in five
independent status: the General and Supervisory Board (Article 23 (2) of companies.
EDP Articles of Association and Article 3 (1) of the
• being holder, director, having contractual ties or acting Financial Matters Committee/Audit Committee’s At the end of 2022, the members of the General and
on behalf or on the account of owners of a qualifying Internal Regulation); Supervisory Board renewed their statements on
shareholding of 2% (two percent) or more of the share • the Remuneration Committee of the General and incompatibilities and on independence.
capital or voting rights in EDP or the same percentage in Supervisory Board must comprise a majority of
a company of which it is a subsidiary; independent members (Article 27 (1) of the Articles of The above statements are available to the public at EDP's
• being a holder, director, having contractual ties or Association and Article 28 (b) of the General and website at General and Supervisory Board Incompatibility
acting on behalf or on the account of owners of a Supervisory Board's Internal Regulation); Statements
qualifying shareholding of 2% (two percent) or more of • the United States of America (USA) Business Affairs
the share capital or voting rights in a company that is a Monitoring Committee must be composed mainly of The independent members of the General and Supervisory
competitor of EDP; independent members (Article 3 (1) of the Internal Board are shown in the chart in Item 17 above.
• having been re-elected for more than two consecutive Regulation of the Business Monitoring Committee in the
or non-consecutive terms of office; United States of America); 19. Qualifications of the members of the General and
• having exercised for twelve years, on a consecutive or • the Corporate Governance and Sustainability Supervisory Board and Executive Board of Directors
non-consecutive basis, functions in any corporate Committee must be composed mainly of independent
body of the Company exception made to, from the end See Annex I of this Report.
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Organisation and Corporate Governance
20. Family, work-related and business relationships of the members of the General and 21. Organisation chart, delegation, and division of powers
Supervisory Board and Executive Board of Directors with shareholders owning a
qualifying shareholding of over 2% of the voting rights
As for the General and Supervisory Board, and to the best of EDP's knowledge, there are
professional relationships between Board members and shareholders attributed a qualifying
holding of more than 2% of voting rights, as described below:
• Dingming Zhang, Shengliang Wu, Ignacio Herrero Ruiz, Hui Zhang and Miguel
Espregueira Mendes Pereira Leite were appointed representatives respectively of the
members of the General and Supervisory Board, through China Three Gorges Corporation,
China Three Gorges International Limited, China Three Gorges (Europe), S.A., China Three
Gorges Brasil Energia, S.A. (formerly China Three Gorges Brasil Energia Ltda.) e China
Three Gorges (Portugal), Sociedade Unipessoal, Lda. China Three Gorges (Europe), S.A.,
held, on 31 December 2022, a 21.08% shareholding in EDP;
• the member of the General and Supervisory Board Fernando María Masaveu Herrero is
chairman of the management body of Masaveu International, S.L. which owns 55.9% of
Oppidum, S.L., a company with a 7.20% shareholding in EDP, on 31 December 2021.
Fernando María Masaveu Herrero is also chairman of the administration body of
Oppidum, S.L;
• the member of the General and Supervisory Board Felipe Fernández Fernández is a
manager of Unicaja BancoS.A. which owns 44.1% of Oppidum, S.L., a company with a
7.20% shareholding in EDP, on 31 December 2022.
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Organisation and Corporate Governance
Powers of the General and Supervisory Board those associated with the Company's relations with its EDP's strategic plan and performance of the operations
shareholders, and issue opinions on these matters; indicated below by EDP or its subsidiaries are subject to a
Pursuant to Article 22 of the Articles of Association, the • obtain the financial or other resources that it reasonably prior favourable opinion from this board (see also Article 15 of
General and Supervisory Board is especially responsible for: deems necessary for its work and ask the Executive the Internal Regulation of the General and Supervisory
• permanently monitor the management of EDP and its Board of Directors to take any measures or make any Board):
subsidiaries and provide management advice and corrections that it considers pertinent, with the power to
assistance to the Executive Board of Directors, hire independent consultants, if necessary; • acquisitions and sales of assets, rights, or
particularly regarding strategy, goals, and compliance • receive regular information from the Executive Board of shareholdings of significant economic value;
with the law; Directors on significant business relations between the • financing operations of significant value;
• issue opinions on the annual report and accounts; Company or its subsidiaries and shareholders with a • opening and closure of establishments, or important
• permanently oversee the work of the Statutory Auditor qualifying holding and persons related to them; parts thereof, and substantial extensions or limitations
of the Company, regarding the former, issue an opinion • appoint the Remuneration Committee and Financial of Company activity;
on their election or appointment, dismissal, Matters Committee/Audit Committee; • other transactions or operations of significant
independent status, and other relations with the • represent the Company in its relations with the economic or strategic value;
Company; directors; • formation or termination of strategic partnerships or
• oversee, on a permanent basis, and evaluate internal • supervise the work of the Executive Board of Directors; other forms of lasting cooperation;
accounting and auditing procedures, the efficacy of the • oversee compliance with the law and Articles of • plans for splits, mergers, or conversions;
risk management system, internal control system and Association; • amendments to the Articles of Association, including
internal auditing system, including the way in which • select and replace the Company's Statutory Auditor, changes of registered office and share capital
complaints and queries are received and processed, giving the Executive Board of Directors instructions for increases when on the Executive Board of Directors'
whether originating from employees or not; engagement or dismissal; initiative.
• propose to the General Meeting the removal from office • monitoring the bookkeeping, accounts and supporting
of any member of the Executive Board of Directors; documents and the status of any assets or securities The Chairman of the General and Supervisory Board is
• monitor the definition of criteria and responsibilities held by the Company, as and when it deems granted particular powers, and pursuant to Article 5 of the
required or appropriate for the structures and internal appropriate; General and Supervisory Board Internal Regulation, is
bodies of the Company or Group and their impact and • supervise the preparation and disclosure of financial responsible for:
draft follow-up plans; information;
• provide for the replacement of members of the • call the General Meeting when it deems appropriate; • convening and presiding over meetings of the General
Executive Board of Directors in the event of permanent • approve its Internal Regulation, which includes rules on and Supervisory Board;
or temporary absence, as required by law; relations with the other corporate bodies; • representing the General and Supervisory Board
• issue an opinion on their annual vote of confidence in • exercise any other powers that may be granted by law, institutionally;
the directors set out in Article 455 of the Company the Articles of Association or by the General Meeting. • coordinating the work of the General and Supervisory
Code, on its own initiative or when requested to do so by Board and the correct operation of its committees,
the CEO; Under the corporate governance model in place at EDP, the being entitled to attend any meeting, and being kept
• monitor and assess matters of corporate governance, General and Supervisory Board also has a power of particular informed of their activities;
sustainability, internal codes of ethics and conduct and importance. Although it does not have management powers, • proposing to the plenary General and Supervisory
compliance with these codes and systems for pursuant to Article 442 (1) of the Company Code, Article 17 (2) Board the members, the Chairman and, when
appraising and resolving conflicts of interest, including of the Articles of Association lays down that the approval of appropriate, the Vice-Chairman of each committee;
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Organisation and Corporate Governance
• ensuring that the members of the General and • an independent assessment of the activity and • reports were produced on the General and Supervisory
Supervisory Board punctually receive the information performance of the Executive Board of Directors, the Board evaluation, on its Specialized Committees and
they need for their duties; conclusions of which are submitted to the General on the Executive Board of Directors, which were
• requesting from the Executive Board of Directors Meeting and are presented of annex to the annual available for assessment in the General and
relevant information for the General and Supervisory report of the General and Supervisory Board. Supervisory Board meeting;
Board and its committees to perform their duties and • in its meeting, the General and Supervisory Board
ensuring that the members of the General and On the initiative of the General and Supervisory Board, EDP issues its assessment opinions and they are included in
Supervisory Board receive it in good time; has voluntarily established a formal, impartial process to this board's annual report.
• taking the necessary measures to ensure that the assess the activity of this board and of the Executive Board of
General and Supervisory Board adequately monitors Directors. Experience of recent years has allowed the At the General Meeting, the Chairman of the General and
the activity of EDP and of subsidiaries; General and Supervisory Board to make some changes in the Supervisory Board presents the board's opinion in the item of
• monitoring implementation of the General and process to make it more effective and efficient. During the the agenda for assessment of the Executive Board of
Supervisory Board’s budget and managing the material 2022 financial year, the method used comprises the Directors.
and human resources assigned to it; following stages:
• ensuring correct implementation of General and • carry out the collective evaluation process of the Powers of the Executive Board of Directors
Supervisory Board decisions. General and Supervisory Board, its Specialized
Committees, and the Executive Board of Directors to an The Executive Board of Directors is a collegial body. No
The Chairman of the General and Supervisory Board or, in external entity, in order to have interviews supported by director is allowed to represent more than one other director
his/her absence or incapacity, a member selected by the individual questionnaires to the General and at each meeting.
board for that purpose, may attend meetings of the Executive Supervisory Board members support in completing and
Board of Directors whenever s/he sees fit and take part in the validating the treatment of information to support the The powers of the Executive Board of Directors, in
discussion of matters to be submitted to the General and evaluation process; accordance with the Article 17 (1) of the Articles of
Supervisory Board, without having any voting rights pursuant • in the beginning of 2023, each member of the General Association, include:
to Article 21 (10) of EDP's Articles of Association. and Supervisory Board have answered an interview • setting the goals and management policies of EDP and
made by specialized consultants, answering to the EDP Group;
The members of the Financial Matters Committee/Audit quantitative and qualitative matters, in particular on • drawing up the annual business and financial plans;
Committee have a right to attend the meetings of the matters related to the composition, organization and • managing corporate business and undertaking all
Executive Board of Directors when the accounts are functioning, activity performance of the General and actions and operations associated with the corporate
appraised (see Article 10 of the Financial Matters Supervisory Board, relationship between the General object that do not fall within the responsibilities of other
Committee/Audit Committee Internal Regulation). and Supervisory Board and the Specialized company bodies;
Committees and other EDP corporate bodies as well as • representing the Company in and out of court, actively
Worth also noting that the General and Supervisory Board to proceed with the analysis of matters related with the and passively, with the power to waive, transact and
annually performs: composition, organization of the Executive Board of admit guilt in any legal proceedings and make
• a self-assessment of its activity and performance and Directors, its activity performance and the relationship arbitration agreements;
those of its committees, the conclusions of which are set between the Executive Board of Directors and the • buying, selling or by any other means disposing or
out in its annual report (see Article 12 of the General and General and Supervisory Board; encumbering rights or immovable assets;
Supervisory Board Internal Regulation);
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Organisation and Corporate Governance
• setting up companies and subscribing, purchasing, accessible to all their members, without prejudice to
encumbering, and selling shareholdings; restrictions on access to information regarding members
• deciding on the issue of bonds and other securities in who are in a situation of conflict of interests.
accordance with the law and the Articles of
Association, in compliance with the annual quantitative The Chairman of the Executive Board of Directors is granted
limits set by the General and Supervisory Board; particular powers by Article 18 of the Articles of Association.
• establishing the technical and administrative These powers are:
organisation of EDP and the Internal Regulation, • representing the Executive Board of Directors;
particularly in relation to personnel and their • coordinating the work of the Executive Board of
remuneration; Directors and convening and presiding over its
• appointing proxies with such powers as it sees fit, meetings;
including the power to delegate; • ensuring proper execution of the decisions of the
• appointing the Company Secretary and alternate; Executive Board of Directors.
• hiring and dismissing the Statutory Auditor on
recommendation of the General and Supervisory The Chairman of the Executive Board of Directors is entitled
Board; to attend the meetings of the General and Supervisory Board,
• exercising any other powers that may be granted to it by whenever considered appropriate, except when these
law or by the General Meeting; concern decisions on the supervision of the work of the
• establishing its own Internal Regulation. Executive Board of Directors and, in general, any situations
that may involve a conflict of interest, pursuant to Article 18
As executed in 2021, proposals to amend EDP's Articles of (2) of the Articles of Association.
Association regarding share capital increases submitted by
the Executive Board of Directors require a favourable prior In the Executive Board of Directors there is a functional
opinion from the General and Supervisory Board, pursuant to division of management areas to each of its members. The
Article 17 (2) (g) of the Articles of Association. college of directors is responsible for making decisions on all
matters within its remit. Delegated powers are not granted to
The Chairman of the Executive Board of Directors sends the directors individually, because of the board's particular
Chairman of the General and Supervisory Board the notices nature.
of meetings, support documents and minutes of the meetings
and, on request, provides appropriate, timely information. As previously explained, the activity and performance of the
Executive Board of Directors are assessed continuously and
When so requested by other members of the corporate independently by the General and Supervisory Board on an
bodies, the Executive Board of Directors also provides all the annual basis.
required information in a timely and appropriate fashion.
There is an information sharing portal for the Executive Board
of Directors and General and Supervisory Board, which is
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Organisation and Corporate Governance
During 2022, the allocation of Corporate Departments and Business Units to the
members of the Executive Board of Directors was as follows:
The Executive Board of Directors is responsible for defining the EDP Group's organisational
model and splitting competences among the different Business Units, the Shared Services
companies, and the central structure. This structure consists of a Corporate Centre that
provides assistance to the Executive Board of Directors in defining and monitoring the
execution of strategies, policies, and goals.
The Executive Board of Directors is also assisted by specialised committees, which ensure CORPORATE CENTRE
more effective monitoring of matters and contribute to the decision-making process.
External Affairs & Stakeholders Maria Marta Geraldes
On 31 December 2022, the corporate centre structure was as follows: Resources Area
Internal Audit Azucena Viñuela Hernández The Legal & Governance provide legal advice to the Group's companies with registered office
Compliance & Internal Control Rita Sousa in Portugal, ensure the coordination of legal issues relating to the various companies that are
part of the Group, consolidating the respective information and defining generic guidelines
Ethics Office Maria Manuela Silva
that apply to them, promote the harmonization of corporate governance policies at the Group
Strategy and Financial Area and perform the administrative and logistical function to support the EBD.
Consolidations, IFRS Reporting and Tax Felix Arribas Arias The mission of the Internal Audit is enhance and protect organizational value by providing
Planning & Control Rui Antunes risk-based and objective assurance, advisory and insight, covering the following areas of
activity (i) evaluate and issue recommendations to improve the Company's governance
Investor Relations José Miguel Viana processes and (ii) assist the organization to improve risk management processes and
Social Impact Coordination Office Martim Salgado maintaining effective controls by evaluating their effectiveness and efficiency and by
promoting continuous improvements covering the governance, operations and information
Risk and Sustainability Area
systems of the organization, regarding to the achievement of the organization’s strategic
Sustainability José Miguel Viana objectives, the reliability and integrity of financial, non-financial and operational information,
the effectiveness and efficiency of operations and programs, the safeguarding assets and
Safety, Security and Business Continuity Miguel Amaro
compliance with laws, regulations, policies, procedures and contracts.
Risk Rui Eustáquio
Regulation and Institutional Relations Area The Compliance & Internal Control is responsible for promoting and coordinating the
implementation of Compliance mechanism within the Group in order to improve and protect
Regulation Sandra Pinto Ferreira the Group’s value and operations and contribute to the improvement of risk management,
Competition & Energy Policy Ricardo Ferreira
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Organisation and Corporate Governance
control, and governance processes in the EDP Group and impacts, and supporting the Executive Board of Directors in accounting treatment and recording of operations by the
ensure the implementation of the Internal Control of Financial planning, prioritization, and decision-making. various companies of the EDP Group.
Reporting (SCIRF).
The mission of the Competition & Energy Policy is to The Planning & Control is responsible lead EDP Group’s
The Ethics Office is responsible for supporting the General coordinate studies of a strategic scope regarding the sector's Financial Planning and Control, with the objective of ensuring
and Supervisory Board and the Executive Board of Directors legal framework and competition, with the aim of supporting alignment with strategic goals and control the business plan
in the definition, communication, implementation and the EBD in the development of a global vision on issues execution.
assessment of the objectives, policies, and management related to the legal framework and market design.
instruments in matters of business ethics and manage the Coordinate regulatory/legal consultation actions at The Investor Relations ensures communication with analysts
ethical complaints processes in the Group, respecting the European level. Promote compliance on Competition issues. and investors of the Group’s companies, with the aim of
commitments established regarding confidentiality and guaranteeing the sustainability of the EDP image and
protection of the rights of the parties involved. The mission of the Sustainability is to support the Executive reputation and meeting the information requirements of the
Board of Directors in the definition and implementation of the regulatory and financial supervision entities.
The mission of the Energy Planning is prepare studies and Group's sustainability policy and strategy, defining corporate
opinions to support the Executive Board of Directors in the objectives and targets, streamlining its operation and The mission of the Social Impact Coordination Office is to
decision-making process regarding the definition of the continuous improvement in the Business Units. Carry out the define the global social investment strategy, in order to
energy planning strategy and business development for the reporting of consolidated non-financial information to maximize the EDP Group's social impact, while ensuring the
various Business Units of the Group. interested parties within the defined schedules. alignment of all the EDP Group's social investment vehicles.
The M&A and Corporate Development is responsible for The Safety, Security and Business Continuity support the The mission of the Digital turn EDP into a truly digital
coordinating studies to support the Group's global business Executive Board of Directors defining the Safety, Security organization, defining a global technological strategy and
strategy and execute development operations through and Business Continuity strategy and global policies, in vision for the Group, integrating digital technology into
investments, divestments and/or establishing partnerships, accordance with best practices, ensuring their business domains and transforming the way of working and
with the aim of supporting the EBD in optimizing the business implementation and monitoring, within the EDP Group. delivering value.
portfolio and promoting and realizing new opportunities of
business. The remit of the Finance is to propose and ensure the Group's The mission of the People and Organizational Development
financial policy, execute the Group’s financial management is to define a global people and organization development
The mission of the Risk is to promote an integrated view of and analyse and monitor the management of the pension strategy, which provides an engaging and inclusive
business risk, ensuring the alignment of risk policies and fund, with the aim of optimizing and ensuring the experience, enabling the EDP Group to face the challenges of
limits with the defined appetite for the Group and coordinate sustainability of the financial function and controlling energy transition.
risk-return studies at Group level, with the aim of supporting financial liabilities in accordance with the Group policy.
the Executive Board of Directors in monitoring and mitigation The mission of the Brand is to define and develop EDP Group
of key risks. The Consolidations, IFRS Reporting and Tax ensure the Brand Strategy, as well as the EDP Group's Brand Activation
process of consolidating accounts and ensuring the Group's and Sponsorship Policy, ensuring the alignment with the
The Regulation designs, plans and executes the Group's IFRS accountability, complying with the defined schedules. Group's values and vision.
regulatory strategy, anticipating challenges, ensuring an Ensure the accounting processes, criteria, and rules
integrated perspective, analysing economic and financial necessary to guarantee the adequate and consistent The mission of the Communication is to develop and
implement the EDP Group's global communication strategy,
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Organisation and Corporate Governance
and reinforce the involvement of employees with the company. Ensure the monitoring of EDP’s On 31 December 2022, the Committees structure configuration was as follows:
reputation, the relationship with the media and the management of digital platforms for
internal and external communication. CORPORATE COMMITTEES
Risk Committee
The External Affairs & Stakeholders ensures an integrated and consistent narrative with the
Group's stakeholders, in line with the vision and strategy adopted, with the objective of Sustainability Committee
maximizing the Group's communication potential for its stakeholders and contributing to fluid Investment Committee
and systematized information about the Group and its actions.
Regulation Committee
Stakeholders Committee
As a result of EDP Group's Business Plan for the period 2021-2025 objectives, and the
Pension Fund Plan Committee
necessary introduction of changes to the Group's structure that respond to the challenges
contained in such Business Plan, since 2021, EDP Group established a management model by People &Organization Committee
platforms with the inherent coordination mechanisms, respecting the existing structures in the
Digital and Information Technology Committee
different geographies where the Group is present.
Health & Safety Committee
The established model is based on the balance between platforms and geographies,
compliance with the legal and regulatory framework and considers the specificities existing Corporate Committees
in each of the geographies and business areas in which the Group operates, allowing, at the
same time, to respond in a consistent, synergistic, and global manner, to the path that EDP Risk Committee
Group advocated following the approval of its Business Plan for the period 2021-2025.
The main duties of the Risk Committee are:
Specific EDP committees (Functional Structures)
• share information about main risks and overall risk profile of EDP Group;
The EDP organizational model provides for management committees that contribute in two • discuss the results of risk assessments developed together with the organizational units;
ways to the Company's decision-making process: • discuss and issue opinions or recommendations on risk policies, risk limits or specific
risks;
• the Management Committees result in a set of information to assist the Executive Board • promote and follow up on risk identification and assessment of main risks;
of Directors in its decision-making reflecting opinions and information from the areas in • approve the periodical reporting model that should be presented by Business Units or
the organisation most affected by the proposal in question; Corporate Risks, as well as other monitoring mechanisms.
• they are used by an organisational unit (belonging to the Corporate Centre, a Business
Unit or shared service unit) to assist in gathering information, alignment, decisions and The Risk Committee is presided by Director Miguel Setas and the person responsible for the
implementation of policies and practices with a cross impact. Risk has secretarial duties.
The Sustainability Committee's responsibilities are as The mission of the Regulation Committee is as follows: The Finance Committee's main duties are:
follows:
• keep track of policy, legislative, regulatory and • develop an integrated vision of the leading corporate
• share information and discuss the implications of major organizational changes in the energy sector at the finance topics and processes impacting the Group and
legislative packages in sustainability; various geographies where EDP Group operates: Business Units;
• share the evolution of the Group's ESG performance • anticipate the impacts on the value creation and EDP • follow-up the main Group-wide finance initiatives,
indicators and respective benchmarks; strategic objectives and any actions to be taken to namely in what respects efficiency;
• discuss and issue an opinion on the development and ensure the company's best interests, through the • promote internal and external benchmarking to adopt
update of corporate sustainability policies; identification and monitoring of the most significant best practices in the finance area;
• discuss and issue an opinion on the annual action plans, regulatory opportunities and risks; • analyze and discuss the information to be published to
as well as the objectives and goals to be achieved by • within the scope of the European Commission's energy the market, as well as its internal mechanisms of control
the EDP Group; strategy and policy, monitor the implementation of the and disclosure.
• monitor the development of the approved action plans Internal Market and Competition Directives relating to
and the activities of the sustainability management the electricity and gas sectors in the national regulatory The Financing Committee is presided by Director Rui
structures of the EDP Group companies; frameworks; Teixeira and, on a rotating basis, the head of the Planning &
• analysis, discussion and preparation of proposals to Control, the head of the Finance, the head of the Investor
The Sustainability Committee is presided by Director Miguel support EDP's Executive Board of Directors in defining Relations and the head of the Consolidation, IFRS Reporting
Setas and the person responsible for the Sustainability has the positions to be defended by EDP Group within the and Tax have secretarial duties.
secretarial duties. scope of its market participation and to safeguarding
the sector sustainability; Stakeholders Committee
The Sustainability Committee held one meeting in 2022. • promote the exchange of experience on regulatory
practices in the geographic environment in which the The duties of the Stakeholders Committee are as follows:
Investment Committee EDP Group companies carry out their activities, as well
as the sharing of best practices; • Assess the alignment and coherence of stakeholder
The Investments Committee discuss, challenge and issues a • monitor price evolution and the subsequent relationship strategies in the different markets and
recommendation in relation to investment and disinvestment implications of tariff policies and measures adopted, geographies where the EDP Group develops its activity;
proposals and discuss and update the Cost of Capital of EDP per se and comparatively; • discuss priorities and propose guidelines and a
and its Business Units. • present strategic studies on the legal and regulatory management model for Group relations with its
framework of the sector to support the EBD in decision- stakeholders;
The Investments Committee is presided by Director Rui making. • evaluate the implementation of the Group stakeholders
Teixeira and a representative of the M&A and Corporate management policy.
Development has secretarial duties. The Regulation Committee is presided by Director Ana Paula
Marques and the person responsible for the Regulation has This Committee is presided by Director Ana Paula Marques
The Investments Committee held ninety-three meetings in secretarial duties. and the person responsible for the External Affairs &
2022. Stakeholders has secretarial duties.
The Regulation Committee held four meetings in 2022.
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Pension Fund Plan Committee This Committee is presided by the Chairman of the Executive within the EDP Group or have a transversal impact on
Board of Directors, Miguel Stilwell de Andrade, and the various sectors and activities.
The Pension Fund Plan Committee's main responsibilities person responsible for the People & Organizational has
are: secretarial duties. The Health & Safety Committee is presided by Director
Miguel Setas and the person responsible for Safety, Security
• share relevant information with impact on the Pension The People & Organization Committee held one meeting in and Business Continuity has secretarial duties.
Fund management; 2022.
• analyse the evolution of assets under control, the return The Health & Safety Committee held one meeting in 2022.
of the Fund and the management mandates, as well as Digital & IT Committee
the performance of the different asset managers; Other Structures
• monitor the evolution of the value of the Fund's The Digital & IT Committee's duties are as follows:
Liabilities and respective level of funding; Ethics Commission
• issue opinions on changes to the Investment Policy • align the Digital and IT global strategy, including
and/or assets' management mandates, on the actuarial information security; Ethics Commission adopted an independent structure from
assumptions to calculate the Fund's Liabilities and on • define and consolidate the Digital and Information the executive management, with a relatively small number of
the contributions made by Associates to the Pension Technology global budget, including information members, which includes two independent members of the
Fund. security; General Supervisory Board, the respective Chairman being
• monitor the development of the main Digital and simultaneously Chairman of the Ethics Committee, and
The Pension Plan and Fund Committee is presided by Information Technology projects. members with certain specific functions, namely, Ethics
Director Rui Teixeira and the person responsible for the Ombudsman, Human Resources, Compliance and Legal.
Finance has secretarial duties. The Digital & IT Committee is presided by Director Ana Paula
Marques and the person responsible for Digital has The main mission of this Committee is to independently ensure
The Pension Fund Plan Committee held four meetings in secretarial duties. the monitoring and application of the EDP Code of Ethics, also
2022. proceeding with the assessment and deliberation, in
The Digital & IT Committee held three meetings in 2022. accordance with the respective competences, of the matters
People & Organization Committee submitted to it, notably relating the complaints submitted
Health & Safety Committee through the Speak Up channels, as well as promoting and
The duties of the P&OD Committee are as follows: supporting the development and implementation of
The Health & Safety Committee's duties are as follows: mechanisms for the consolidation of the principles of business
• present the P&OD annual action plan and report the ethics in the Group.
execution; • recommend the Health and Safety Objectives for EDP
• monitor KPIs and main initiatives in different areas; Group; In 2022, the Ethics Commission held five meetings.
• align and promote the global policies that allow best • analyse the Annual Activity Report and give an opinion
practices in people and organizational management; on EDP's Prevention and Safety Activities Plan; Customer Ombudsman
• be challenged by the committee and embrace new • assess the evolution of the main occupational safety
opportunities to keep building the future-proof indicators and propose improvement actions; The Customer Ombudsman is an independent entity that
organization. • issue an opinion on the normative documents of the was created in 2008 to reinforce the EDP Group's customer
safety management system that have a general scope care policy. Its responsibilities, pursuant to Article 9 of the
Integrated Annual Report 2022 Corporate Governance Report Information on Ownership Structure, 412
Organisation and Corporate Governance
EDP Group Companies' Customer Ombudsman Regulation, the corporate holdings in EDP España, S.A.U., EDP Servicios Regulation, available on EDP's website, at: Executive Board
are as follows: Financieros España S.A.U. and EDP International of Directors Internal Regulation and General and Supervisory
Investments & Services, S.L. as well as 74.98% of EDP Board Internal Regulation
• receive and examine complaints filed by customers or Renováveis, S.A share capital.
by other complainants and directly related to actions or 23. Meetings and attendance rate of each member of the
omissions by EDP Group companies, issuing its EDP Spanish Branch has offices in Madrid and in Oviedo. It is General and Supervisory Board and Executive Board of
opinions; represented in relations with third parties by permanent Directors
• enter into dialogue with customers and/or representatives, who have been appointed members of the
complainants making a complaint; EDP Executive Board of Directors for that purpose. Ordinary meetings of the General and Supervisory Board are
• arbitrate disputes and conflicts between customers or held at least once every quarter and extraordinary meeting
other complainants and EDP Group companies The Branch's steering, coordination, management, and take place whenever convened by the Chairman, on his/her
• issue opinions on matters relating to the activity of EDP representation structure consists of an Executive Committee own initiative or at the request of any of its members, the
Group companies, if requested to do so by any of their and Management Committee. The Executive Committee is Executive Board of Directors, or its Chairman, pursuant to
corporate bodies composed of five permanent EDP representatives, one Article 24 (1) of the Articles of Association and Article 20 (1) of
• propose measures to improve quality of service and Corporate General Director (Group Controller for activities in the Internal Regulation of the General and Supervisory Board.
customer satisfaction Spain), and front-line managers in charge of the Business
• contact third parties to obtain specialist information so Units in Spain. This committee basically serves as the The General and Supervisory Board met ten times in 2022
that recommendations can be made to the EDP Group coordinator of the permanent representatives' activities. The and minutes were kept of all the meetings.
companies on measures to be taken to improve their Management Committee is chaired by the Group Controller
customer relations. and is a natural extension of the management departments at Information on the attendance of each member of the board
the EDP Corporate Centre, i.e. Environment, Sustainability and is provided in Annex II to this Report.
The Regulations of the Customer Ombudsman were revised Innovation Department, Legal Department, Internal Audit
in 2022 and are available on the respective websites of the Department, Financial, Management and Human Resources Pursuant to the provisions of Article 20(1) of the Articles of
EDP Group companies: Regulations of the Customer Department, a Procurement Department and Information Association and Article 8 (1) of the Executive Board of
Ombudsman – EDP Comercial, Regulations of the Customer Technology Department, Projects and Prevention Directors Internal Regulation, this body will have ordinarily
Ombudsman – E-REDES and Regulations of the Customer Department, a Fundação EDP España Department and a met at least twice a month, as fortnightly meetings were
Ombudsman – SU Eletricidade Communication, Marketing, and Trademark Department, compulsory. Nevertheless, the Executive Board of Directors
ensuring and regrouping homogeneously these position of meets weekly, as a rule.
Branch in Spain subsidiaries of EDP Group in Spain.
The Executive Board of Directors met fifty-nine times in
EDP – Energias de Portugal, Sociedad Anonima, Sucursal en B) Operation 2022 and minutes were kept of all the meetings. Information
España (EDP Spanish Branch) aims to manage and on the attendance of each member of the board is provided
coordinates the energy interests of the EDP Group's 22. Location where the operating regulations of the in Annex III of this Report.
dependent subsidiaries in Spain. Its management and General and Supervisory Board and Executive Board of
supervisory bodies ensure optimisation of synergies and Directors can ser consulted
creation of value in operations and activities in Spain. It is also
the organisational platform to lead the Iberian integration for The functioning of the General and Supervisory Board and
support services. In this regard, EDP Spanish Branch owns all Executive Board of Directors are governed by their Internal
Integrated Annual Report 2022 Corporate Governance Report Information on Ownership Structure, 413
Organisation and Corporate Governance
24. Company bodies with powers to evaluate performance C) Committees of the managing or supervisory body reflecting on its governance system, assessing the
of executive directors performance of directors, and evaluating its own overall
27. Committees set up in the General and Supervisory performance.
The Remuneration Committee of the General and Supervisory Board and Executive Board of Directors
Board is responsible for, namely, the annual evaluation of the Currently, the General and Supervisory Board has four
Executive Board of Directors, considering, among other The Internal Regulation of the General and Supervisory Board Specialized Committees: the Financial Matters
factors, the fulfilment of the Company's strategy and the as well as the provisions of the law and of the Articles of Committee/Audit Committee, the Remuneration Committee,
previously set goals, plans and budgets for the purpose of Association regarding the Financial Matters the Corporate Governance and Sustainability Committee,
considering and determining the variable remuneration of the Committee/Audit Committee provide for the establishment and the United States of America Business Affairs Monitoring
Chairman and of the other members of the Executive Board of of permanent committees and temporary committees, Committee.
Directors. It also evaluates the individual performance of each composed of some of its members, without prejudice to its
member of the Executive Board of Directors, including this responsibility for the exercise of its duties as a corporate 28. Membership of the executive committee and/or name
evaluation the contribution of each member to the mode of body. These committees may be set up whenever it sees fit of managing director(s)
operation of this body and the relationship between the and appropriate and have specific duties delegated to them.
various corporate bodies of the Company. It should be noted that, in the case of the Financial Matters Not applicable to EDP's governance model.
Committee / Audit Committee, the respective existence
Additionally, the General and Supervisory Board evaluates derives from the law, considering the governance model in 29. Duties of each committee and summary of work
the Executive Board of Directors accordingly with the force at EDP. performed while carrying them out
abovementioned Item 21.
The main remit of the permanent and temporary committees A. The Committees of the General and
25. Pre-determined criteria for performance evaluation is the specific and continuous monitoring of the matters
Supervisory Board
of executive directors entrusted to them, in order to ensure informed resolutions by
the General and Supervisory Board or provide it with
Financial Matters Committee/Audit Committee
These criteria for evaluating the performance of the information on certain matters.
Members of the Executive Board of Directors are set out in
Currently, the Financial Matters Committee/Audit
points 69 and 71 of the Corporate Governance Report. The committees' activity is coordinated by the Chairman of
Committee is made up of three independent members with
the General and Supervisory Board, who ensures proper
the appropriate qualifications and experience, including at
26. Positions held at other Group or non-group companies articulation of the committees with the plenary board through
least one member with a degree in the area of the
by each member of the General and Supervisory Board and their chairmen, who keep him informed by sending notices
committee’s duties and specific knowledge of auditing and
Executive Board of Directors and the minutes of meetings.
accounting, as confirmed by the Curriculum Vitae of
Chairman, which can be viewed in Annex I of the current
The positions held by members of the General and The General and Supervisory Board believes that the
Report.
Supervisory Board and Executive Board of Directors in other committees are important to the regular functioning of the
EDP Group or non-group companies are shown in Annex I Company as they can perform certain delegated duties,
and IV of this Report. especially monitoring the Company's financial information,
Integrated Annual Report 2022 Corporate Governance Report Information on Ownership Structure, 414
Organisation and Corporate Governance
On 31 December 2022, the Financial Matters Committee/Audit Committee members supervised litigation procedures, transactions with related parties, ongoing investment
composition as the following: procedures, the performance of the Pension Fund, the received communications of
irregularities, the relationship with Audit Committees of subsidiaries. the contractual
FIRST APPOINTMENT relationship, and the assessment of the objective conditions for the activity and independence
FINANCIAL MATTERS COMMITTEE / AUDIT COMMITTEE
DATE of the Statutory Auditor.
CHAIRMAN JOÃO CARLOS CARVALHO DAS NEVES 22/04/2015
Remuneration Committee of the General and Supervisory Board
María del Carmen Ana Fernández Rozado 22/04/2015
Helena Sofia da Silva Borges Salgado Fonseca 15/04/2021 The Remuneration Committee appointed by the General and Supervisory Board, pursuant to
Cerveira Pinto
Article 27 of EDP’s Articles of Association, submits a proposal for a remuneration policy to the
members of the Executive Board of Directors to the approval of the General Shareholders’
In accordance with Articles of Association and the Internal Regulation of the Financial Matters Meeting, at least every four years and whenever there is a material change in the currently in
Committee/Audit Committee and under the applicable law, are assigned to this Committee, force remuneration policy.
by delegation from the General and Supervisory Board, the following powers:
• financial matters and financial practices; The mission of this Specialized Committee is to:
• internal audit practices and procedures; • prepare and submit the company policy and objectives regarding the Executive Board
• internal mechanisms and procedures of the Internal Control System for Financial of Directors Chairman’ and Directors’ remuneration determination;
reporting (ICSFR); • set the Executive Board of Directors Chairman’ and Directors’ remuneration;
• matters relating to risk management and control system; • monitor and assess the Executive Board of Directors Chairman’ and Directors’
• activities and mechanisms of the compliance management system; performance for the purposes of determination of the variable remuneration;
• activity and independence of the Statutory Auditor (SA) / Society of Chartered • monitor the dissemination of external information on remuneration and the Executive
Accountants (SROC) of the company; Board of Directors remuneration policy, in particular the Remuneration Report.
• systems for assessing and resolving conflicts of interest, particularly regarding the
Company’s relations with shareholders. On 31 December 2022, the Remuneration Committee of the General and Supervisory Board
was composed as follows:
The composition, role and functioning of the Financial Matters Committee/Audit Committee
are in line with the applicable legislation and regulation, including the European Commission REMUNERATION COMMITTEE OF THE GENERAL AND FIRST APPOINTMENT
Recommendation of 15 February 2005 (2005/162/EC), the European Commission SUPERVISORY BOARD DATE
Recommendation of 30 April 2009 (2009/385/EC) as well as the recommendations CHAIRMAN 15/04/2021
MIGUEL ESPREGUEIRA MENDES PEREIRA LEITE
provided for by the Corporate Governance Code of the Portuguese Institute for Corporate
Esmeralda da Silva Santos Dourado 15/04/2021
Governance, having the respective Internal Regulation been updated in July 2022.
Felipe Fernández Fernández 15/04/2021
The Financial Matters Committee/Audit Committee held sixteen meetings in 2022, as
João Carvalho das Neves 22/04/2015
envisaged in its Activity Plan. The main matters addressed in those meetings were: the
supervision of financial and business information and the monitoring of the activity of Internal Zili Shao 15/04/2021
Audit, the Internal Control System for Financial Reporting (SCIRF), the Compliance
Management System and the Risk Management System. In this context, it also monitored and
Integrated Annual Report 2022 Corporate Governance Report Information on Ownership Structure, 415
Organisation and Corporate Governance
The members of the Remuneration Committee of the General and Supervisory Board FIRST APPOINTMENT
CORPORATE GOVERNANCE AND SUSTAINABILITY COMMITTEE
Members are mostly independent, pursuant to Article 3 (1) of its Internal Regulations and their DATE
Statements of independence are available on EDP’s website. CHAIRMAN JOÃO LUÍS RAMALHO DE CARVALHO TALONE 15/04/2021
Ignacio Herrero Ruiz 13/12/2018
Throughout 2022, and considering its competencies, the Remuneration Committee of the
General and Supervisory Board held six meetings, having proceeded to the determination of Fernando Maria Masaveu Herrero 15/04/2021
the annual variable remuneration for the year 2021 of the members of the Executive Board of
Laurie Lee Fitch 15/04/2021
Directors and to monitor the suitability of the remuneration policy for the members of the
Executive Board of Directors submitted for approval of the General Shareholders’ Meeting of Hui Zhang (*) 15/12/2022
14 April 2021. María del Carmen Ana Fernández Rozado 15/04/2021
(*) Ms. Li Li was a member of the Corporate Governance and Sustainability Committee until 5 August 2022, when she
resigned as a representative member of the General and Supervisory Board. At the General and Supervisory Board meet-
The Corporate Governance and Sustainability Committee is a specialised committee of the
ing held on 15 December 2022, this Board approved the appointment of Ms. Hui Zhang as a member of this Committee.
General and Supervisory Board. Its purpose is to permanently monitor and supervise all
matters related with the following:
Considering the competencies of the Corporate Governance and Sustainability Committee,
• corporate governance;
the following topics addressed should be highlighted in the five meetings held in 2022: (i)
• sustainability in all its dimensions;
Ethics - follow-up of the various initiatives developed within the scope of the 2022-2024
• internal codes of ethics and conduct;
Ethics Plan, the results of the survey on the ethical environment carried out at the end of 2021
• systems for evaluating and resolving conflicts of interest in relations between the
and recognition by the Ethisphere Institute of EDP as one of the most ethical companies in the
Company and its shareholders, through the analysis of the proposals for remedies
world for the 11th time. Still in this context, analyse the opinions issued by the Ethics Committee,
regarding situations reported to this Committee by the Financial Matters
reported quarterly, the annual report of the Ethics Ombudsman and follow-up of the changes
Committee/Audit Committee (AUDC);
made to the Code of Ethics of the EDP Group; (ii) The employee – follow-up of the 2021
• internal proceedings and relationship between the Company and Subsidiary or Group
Climate Study and debate on the global strategy for people and the organization. Monitoring
companies and their employees, clients, providers, and remaining stakeholders;
and approval of the Succession Plan for top and senior management and the EDP Group's
• succession plans;
2022-2023 Gender Equality Plan. Still within this topic, follow-up of the plan defined to
• the evaluation process of the General and Supervisory Board and the different
increase the level of digitization of human resources processes and monitoring of the main
Specialized Committees.
actions resulting from the assessment of psychosocial risk in the EDP Group; (iii) ESG -
Environment, Sustainability and Governance – Continuous analysis and monitoring of the
The Corporate Governance and Sustainability Committee is made up of members of the
ESG strategy, in particular the EDP Group's “ESG Excellence Roadmap 2030”, and the global
General and Supervisory Board, the majority of whom are independent, with the appropriate
vision for a just energy transition. As part of the Environment axis, Corporate Governance and
qualifications and experience for their duties.
Sustainability, Committee members monitored CO2 emissions and the weight of renewable
generation in the Group. On the Social axis, the Corporate Governance and Sustainability
On 31 December 2022, the composition of the Corporate Governance and Sustainability
Committee evaluated the new strategy for social impact and took notice of the status of
Committee was the following:
Fundação EDP and Fundação de Serralves partnership. In terms of Governance, the
Corporate Governance and Sustainability Committee assessed the 2021 Corporate
Integrated Annual Report 2022 Corporate Governance Report Information on Ownership Structure, 416
Organisation and Corporate Governance
Governance Report and analysed the feedback given by investors and other stakeholders, On 31 December 2022, the United States of America Business Affairs Monitoring Committee
carrying out a follow-up on the topics. (iv) The Committee also welcomed the Customer was composed of the following members:
Ombudsman to discuss the challenges of customer management.
UNITED STATES OF AMERICA BUSINESS AFFAIRS MONITORING FIRST APPOINTMENT
United States of America Business Affairs Monitoring Committee COMMITTEE DATE
CHAIRMAN JOÃO LUÍS RAMALHO DE CARVALHO TALONE 15/04/2021
The mission of the United States of America Business Affairs Monitoring Committee is the
Esmeralda da Silva Santos Dourado 15/04/2021
monitoring and passing of resolutions on matters related with the activity undertaken by
companies wholly or majority held by and/or subsidiary of EDP Group in the United States of Felipe Fernández Fernández 16/03/2020
America, notably regarding:
Laurie Lee Fitch 15/04/2021
• strategic/business plans, assessing the different developing scenarios in which they rest
and their implementation, including the resources necessary to its execution (human and Helena Sofia Silva Borges Salgado Fonseca Cerveira
15/04/2021
Pinto
financial);
• annual budget;
• investment, divestment, merger, acquisition and restructuring projects of significant In 2022, the United States of America Business Affairs Monitoring Committee held six
value businesses; meetings, covering, among other matters, the monitoring of the Business Plan and action
• financing transactions; strategy of EDP Renováveis in the United States of America; the ongoing investment and
• alliances /strategic partnerships entered into, the specific actions deriving therefrom divestment projects at EDPR in the United States of America ; monitoring of the EDP Group's
and evolution of counterpart risks; financial information in the United States of America; the status of compliance mechanisms in
• issuance of prior opinions including in cases of urgency following the requests presented the United States of America; monitoring EDPR North America's regulatory strategy and the
by the Executive Board of Directors; evolution of renewables legislation in the United States of America; the company's
• compliance of the assumed commitments regarding public safety; sustainability strategy in the United States of America; business risk analysis in the United
• performance, risk assessment, value at risk and the respective management. States of America; monitoring of EDPR North America's talent management and talent
retention plan; monitoring the development of the EDP Renewables North America's pipeline
The Committee is further responsible for defining compliance procedures on the obligations and its alignment with the Business Plan's objectives; and monitoring of EDPR North America's
assumed by EDP regarding the development of the business of companies wholly or majority 2023 Group Budget.
held by and/or subsidiary of EDP Group in the United States of America with respect to the
General and Supervisory Board activity. B. Other company bodies
The Environment Board was set up as a company body in 1991. Its name was changed to
Environment and Sustainability Board by decision of the Annual General Meeting of 30 March
2006.
As a corporate body, the Environment and Sustainability Board has powers to advise the
Executive Board of Directors on environment and sustainability matters. In particular, it
provides advice and support in defining the Company’s environmental and sustainability
Integrated Annual Report 2022 Corporate Governance Report Information on Ownership Structure, 417
Organisation and Corporate Governance
strategy and drafting opinions and recommendations on the environmental impact of projects REMUNERATION COMMITTEE OF THE GENERAL MEETING
planned by the EDP Group (Article 28 (1) of EDP’s Articles of Association).
CHAIRMAN LUÍS MIGUEL NOGUEIRA FREIRE CORTES MARTINS
The members of the Environment and Sustainability Board, pursuant to Article 28 (2) of EDP’s José Gonçalo Maury
Articles of Association, have acknowledged competence in the field of environmental Jaime Amaral Anahory
protection and sustainability.
The members of the Environment and Sustainability Board elected for a three-year period, for In 2022, the Remuneration Committee of the General Shareholders’ Meeting held two
the 2021-2023 triennium mandate at the General Shareholders’ Meeting held on 14 April 2021 meetings.
was as follows:
III. Supervision
The Remuneration Committee elected by the General Meeting is responsible for setting the The duties of the Financial Matters Committee / Audit Committee are described in Item 29 of
remuneration of the members of the governing bodies, with the exception of the members of the Corporate Governance Report.
the Executive Board of Directors, in accordance with the proposed remuneration policy to be
submitted for approval by the General Shareholders’ Meeting (paragraph d) of number 2 of The Financial Matters Committee / Audit Committee is composed by three independent
article 11 of EDP’s Articles of Association). members with the appropriate qualifications and experience, including at least one member
with a degree in the area of the committee’s duties and specific knowledge of auditing and
Pursuant to this Article of the Articles of Association, the majority of the members of the accounting, as confirmed by the Curriculum Vitae of the Chairman, which, as previously
Remuneration Committee of the General Meeting must be independent. stated, can be consulted in Annex I of this Report.
At the General Shareholders’ Meeting held on 14 April 2021, the members of the Remuneration Under article 23 no. 3 of EDP’s Articles of Association, this Committee is presided by an
Committee elected by the General Meeting were re-elected for the 2021-2023 triennium independent member.
mandate, with the following composition:
Integrated Annual Report 2022 Corporate Governance Report Information on Ownership Structure, 418
Organisation and Corporate Governance
The Financial Matters Committee / Audit Committee currently has the following composition: 36. Positions held in other companies within and outside the Group by each Financial
Matters Committee / Audit Committee member
FIRST APPOINTMENT
FINANCIAL MATTERS COMMITTEE / AUDIT COMMITTEE
DATE See Annex I of this Report.
CHAIRMAN JOÃO CARLOS CARVALHO DAS NEVES 22/04/2015
María del Carmen Ana Fernández Rozado 22/04/2015
C) Powers and Duties
Helena Sofia da Silva Borges Salgado Fonseca
Cerveira Pinto
15/04/2021 37. Procedures and criteria governing the supervisory body's involvement in hiring
additional services from the external auditor
32. Independent members of the General and Supervisory Board and Financial Matters
The proposal for hiring additional services of the Statutory Auditor is presented by the
Committee
Executive Board of Directors to the Financial Matters Committee / Audit Committee and any
contracting requires the prior authorisation of that Committee.
See Item 17 (General and Supervisory Board) and Item 31 (Financial Matters Committee/Audit
Committee) of this Report.
Internal Regulation on the Provision of Services by the Statutory Auditor of EDP are in force, in
this regard, and the implications on the hiring of additional services are described in Item 46.
33. Qualifications of members of the General and Supervisory Board and Financial
Matters Committee
There are other internal regulations adopted by the Executive Board of Directors that ensure
all EDP Group companies comply with the rules contained in the referred Internal Regulation.
See Annex I of this Report.
38. Other duties of the supervisory bodies and, if applicable, of the Financial Matters
B) Operation
Committee/Audit Committee
34. Location at which the operating procedures of the General and Supervisory Board
The duties of the General and Supervisory Board are described in Item 21 as well as in the
and Financial Matters Committee/Audit Committee can be viewed
Annual General and Supervisory Board Report.
The General and Supervisory Board and the Financial Matters Committee / Audit
The duties of the Financial Matters Committee / Audit Committee pursuant to the Articles of
Committee's work is governed by its Internal Regulations, available at EDP's website: Internal
Association and the Internal Regulation of the Financial Matters Committee / Audit
Regulation of the Financial Matters Committee / Audit Committee and General and
Committee are described in Item 29 as well as in the Annual General and Supervisory Board
Supervisory Board Internal Regulation.
Report.
35. Meetings and attendance rate of each member of the General and Supervisory Board
Financial Matters Committee / Audit Committee IV. Statutory Auditor
During 2022, the General and Supervisory Board and the Financial Matters Committee / Audit 39. The statutory auditor and the certified auditor representing it
Committee held ten and sixteen meetings, respectively, and minutes of the respective
meetings were drawn up. Information regarding the attendance of members of the General At the General Shareholders’ Meeting held on 14 April 2021, PricewaterhouseCoopers &
and Supervisory Board and of the aforementioned Committee is described in Annex V of this Associados - Sociedade de Revisores de Contas, Lda., Sociedade Revisor Oficial de Contas
Report as well as in the Annual Report of the General and Supervisory Board. number 183, represented by João Rui Fernandes Ramos (ROC no. 1333), was re-elected as
Integrated Annual Report 2022 Corporate Governance Report Information on Ownership Structure, 419
Organisation and Corporate Governance
Statutory Auditor for the three-year period 2021-2023, and V. External Auditor Fernandes Ramos as the partner in charge on such date
on the same date, Aurélio Adriano Rangel Amado (ROC no. having re-election occurring at the General Shareholders’
1074) was re-elected as Alternate of the Statutory Auditor, to 42. The external auditor and certified auditor partner Meeting of 14 April 2021.
perform duties during the aforementioned three-year period. representing it
44. Policy on and frequency of rotation of external auditor
40. Number of years for which the statutory auditor has Since the General Shareholders’ Meeting held on 5 April and certified auditor partner representing it
worked consecutively with the company and/or Group 2018, date of its respective election, is
PriceWaterhouseCoopers & Associados - Sociedade de The rotation of the Statutory Auditor and certified auditor
The statutory auditor PricewaterhouseCoopers & Revisores de Contas, Lda was appointed Statutory Auditor, partner representing it depends on the strict assessment by
Associados - Sociedade de Revisores de Contas, Lda. has being João Rui Fernandes Ramos the partner in charge of the Financial Matters Committee / Audit Committee of the
worked with the Company since 5 April 2018. overseeing and performing audits of the EDP Group's independence and quality of the work done and
accounts, and was reappointed for the 2021-2023 period, at consideration of the independence of the Statutory Auditor
41. Other services provided to the company by the the General Shareholders’ Meeting held on 14 April 2021. and the advantages and costs of replacing them.
statutory auditor
PricewaterhouseCoopers & Associados - Sociedade de Considering the rules referring to the mandatory rotation of
The Statutory Auditor is the company body responsible for Revisores de Contas, Lda is registered before the Portuguese the Statutory Auditor, pursuant to Article 54 (3)(4) of the By-
the examination of the accounting documents. It is elected by Securities Commission under number 20161485. Laws of the Association of the Statutory Auditors, and the
the General Meeting for a three-year term, pursuant to Article fact that the mandate of KPMG has terminated on 31
25 of EDP’s Articles of Association and Article 446 of the The Statutory Auditor performs the necessary audit work to December 2017, such rotation was fulfilled for the service
Portuguese Company Code. ensure the reliability of the financial reporting and credibility provision of Statutory Auditor and Statutory Auditor for the
of the accounting documents. triennium of 2018-2020.
According to the Companies Code and the Company’s
Articles of Association, the Statutory Auditor is responsible The Statutory Auditor's duties include checking compliance In this sense, and under a Financial Matters Committee /
for checking (see Article 446 (3) of the Company Code): with remuneration policies and systems, the efficacy of Audit Committee proposal, the General and Supervisory
internal control mechanisms and reporting of any significant Board resolved to launch a consultation process in order to
• the regularity of the Company’s books, accounting deficiencies to the General and Supervisory Board. select the Statutory Auditor of EDP Group for the 2018-2020
records and their supporting documents mandate, as well as to create two specific Committees to
• the cash and all assets or securities belonging to the EDP takes measures specifically aimed at ensuring the develop the consultation process, specifically, (i) Monitoring
company or received by it as guarantees, deposits or for independence of the Statutory Auditor, in view of the scope and Analysis Committee, with the purpose of monitoring the
any other purpose, whenever and however it sees fit of services provided by audit firms. tender process and analysing the proposals, as well as to
• the accuracy of the accounting documents prepare a summary of the respective conclusions, to report to
• whether the company's accounting policies and 43. Number of years for which the external auditor and the Assessment Committee and (ii) Assessment Committee ,
valuation criteria result in an accurate assessment of its certified auditor partner representing it have worked with the aim of assessing the results presented by the
assets and results. consecutively with the company and/or group Monitoring and Analysis Committee and preparing a
proposal to the Financial Matters Committee / Audit
A description of the services provided by the Statutory EDP's Statutory Auditor is as from its election on 5 April 2018, Committee.
Auditor can be found on Item 46. PricewaterhouseCoopers & Associados - Sociedade de
Revisores de Contas, Lda, having been appointed João Rui
Integrated Annual Report 2022 Corporate Governance Report Information on Ownership Structure, 420
Organisation and Corporate Governance
From the work performed and from the assessment The General and Supervisory Board approved the proposal In 2022, the following services were performed by the
conducted to the presented proposals, both accomplished for the reappointment of PriceWaterhouseCoopers & Statutory Auditor:
with autonomy and without third parties influence, two Associados - Sociedade de Revisores de Contas, Lda to the
proposals were selected in accordance with the selection position of Statutory Auditor at EDP for the 2021-2023 Audit services and statutory audit:
criteria identified in the consultancy program which were period at the meeting held on 26 November 2020 which was
presented to the Annual Shareholders General Meeting, submitted by the General and Supervisory Board and • necessary services (including internal control
which took place on 5 April 2018, having been elected approved at the General Shareholders’ Meeting held on 14 procedures required as part of audits) for the issue of
PricewaterhouseCoopers & Associados - Sociedade de April 2021. the Auditor's annual on the accounts
Revisores de Contas, Lda as statutory audit for the 2018- • services required for compliance with local legislation
2020 triennium. 45. Body responsible for assessing the external auditor (including internal control procedures required as part
and frequency of assessment of audits) for the issue of the Statutory Auditor’s Report.
To the extent that PricewaterhouseCoopers & Associados -
Sociedade de Revisores de Contas, Lda. was elected for the The Financial Matters Committee / Audit Committee Other assurance of reliability services:
mandate corresponding to the 2018-2020 term, in the presents annually to the General and Supervisory Board the
second half of 2020, the General and Supervisory Board and report on the assessment of the activity and independence of Services with a specific or limited purpose or scope, namely:
the Financial Matters Committee / Audit Committee started the EDP’s Statutory Auditor. The result of the appreciation is
preparing the process for the presentation, at the 2021 published in the report of the General and Supervisory Board. • necessary services for the issue of the interim reports
Annual General Shareholders’ Meeting, of a proposal for the and quarterly information on the accounts
re-election of the EDP statutory auditor for the 2021-2023 46. Non-Audit Services done by the external auditor for • audit services (pre-assurance) related to the
triennium. the company and/or subsidiaries and internal procedures accounting impacts of several transactions
for approving hiring of these services and reasons for documented in technical documents prepared by EDP;
Such work was carried out by the Financial Matters hiring them • verification of the information which supports the
Committee / Audit Committee, under the delegation granted reserves and retained earnings, prepared by EDP,
by the General and Supervisory Board. This work is Proposals to hire non-audit services from the Statutory related to the amounts available to be distributed as
concluded, and considering that, according to paragraphs 3 Auditor are presented by the Executive Board of Directors to dividends to the shareholder in accordance with the
and 4 of article 54 of the Statute of the Order of Statutory the Financial Matters Committee / Audit Committee and local legislation;
Auditors, in publicly traded entities the maximum period of their hiring requires prior authorisation from this Committee. • assurance of reliability on the Internal Control System
exercise of statutory audit functions by the statutory auditor on Financial Reporting
accounts is for two or three terms, depending on whether they The Regulation on Services Provided by EDP's Statutory • assurance of reliability on the Sustainability information
are, respectively, four or three years, the referred Committee Auditor and Statutory Auditor determines, regarding the • assurance of reliability on annual financial information
submitted to the supervisory body the presentation, to the contracting of non-audit services, that the Financial Matters of regulated activities
EDP 2021 Annual General Meeting, of a proposal for the Committee / Audit Committee may deny authorisation of • agreed upon procedures on the financial information
renewal of PricewaterHouseCoopers & Associados - those services if one such service is prohibited and/or prepared by EDP for application purposes;
Sociedade de Revisores de Contas, Lda to the position of involves a possible threat to the independence of the • comfort letters issuance
EDP's statutory auditor for the term corresponding to the Statutory Auditor. The above-mentioned regulations are • opinion over mergers under the terms of Portuguese
2021-2023 triennium. available on the EDP’s website: Regulations on Provision of Companies Code.
Services by Statutory Auditor/Statutory Auditor Company | • Audit reports related to reductions of share capital
edp.com under the Code of Commercial Companies.
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Organisation and Corporate Governance
Other services: The services that are not related with Audit and statutory audit of accounts requested by
Group entities to the Statutory Auditor and to other entities belonging to the same network, in
Support on the file generation of the Country-by-Country reporting (CbCr) from 2021 and the different geographies, amounted to 2,245,488 Euro.
2022, in XML, according to the current legislation
47. Annual remuneration paid by the company and/or subsidiary or group companies to
The reasons for hiring these services were essentially related with (i) better understanding of the auditor and other natural or legal persons belonging to the same network and
the Group's business, ensuring appropriate knowledge of the relevant information, which breakdown of percentage for the following services:
promotes greater agility and efficiency in providing solutions and (ii) it was considered that the
hiring of such services was not considered a threat to the independence of the Statutory PricewaterhouseCoopers - Sociedade de Revisores Oficiais de Contas, Lda. and its network
Auditor and did not foster any situation of personal interest in relation to the guarantee of (PWC) are responsible for conducting an independent External Audit of all the EDP Group
independence given by the Statutory Auditor. companies in Portugal, Spain, Brazil (only in EDP Renováveis) and USA, as well as in other
countries in which the Group operates. In the subgroup of EDP Brasil independent external
auditing is conducted by KPMG Auditores Independentes Ltda (KPMG).
In 2022, the recognised, specialised costs of the fees of PwC and KPMG for audit and statutory audit of accounts, other assurance of reliability services and other services than auditing for
Portugal, Spain, Brazil, United States of America, and other countries were as follows:
PwC
OTHER
EUROS PORTUGAL SPAIN BRAZIL USA COUNTRIES
TOTAL
Other assurance of
1.776.591 334.590 37,533 - 33,129 2,181,843 21%
reliability services (*)
Tax consultancy
- - - - - -
services
Total 4,399,400 43% 1,693,841 16% 337,099 3% 1,691,149 16% 2,164,821 21% 10,286,310 100%
(*) Includes assurance of reliability services of the exclusive competence and responsibility of the Statutory Auditor and Statutory Auditor in accordance with the Regulations on Provision of Services by Statutory Auditor or Statutory Auditing Company approved by the General and
Supervisory Board.
The audit and statutory audit of accounts in Portugal include 1,783,602 Euro related with statutory audit fees, on a company and in consolidated basis, of EDP - Energias de Portugal, S.A.
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Organisation and Corporate Governance
Services other than Audit and Legal Review of Accounts requested by Group companies from the External Auditor and other entities belonging to the same network, amounted to
2,245,488 Euros.
KPMG
C. Internal Organisation obtained (article 17 (2) paragraph g) of EDP's Articles of In 2022, following the entry into force of Law no. 93/2021, of
Association). December 20, which transposed Directive (EU) 2019/1937 of
the European Parliament and of the Council, of October 23,
I. Articles of Association
II. Whistleblowing 2019, on the protection of persons who report violations of
European Union law, and which established the legal
48. Rules on amendments to the company’s Articles of
49. Whistleblowing policy and channels obligation to define and implement a reporting channel for
Association
any legal person that has 50 or more employees, or who carry
The EDP Group has long pursued a policy of trust and out certain activities provided for in the aforementioned
EDP's Articles of Association do not set forth special rules on
transparency regarding the way it develops its activity and Directive, EDP reviewed and updated the channels
their amendment and the general rule set out in 3 Article 386
relates to all its stakeholders, making its options clear in this previously made available, its complaint management
(3) of the Companies Code therefore applies, i.e., decisions to
matter, both through the Code of Ethics, created in 2005, and process, the procedures resulting from it and the
amend the Articles of Association must be approved at a
through the Integrity Policy, which define the company's technological support for the reporting channels. In
General Meeting by two-thirds of the votes cast.
principles and commitments in this area. This policy of trust compliance with the new legislation, specific reporting
and transparency naturally includes channels for reporting channels were also created (hereinafter “Speak Up”
EDP's Articles of Association may also be amended under
alleged unethical and/or illegal behaviour, which all Channels) for each obliged EDP Group company. In this
the powers of the Executive Board of Directors to move EDP's
stakeholders can use when they consider that the company's context, the previously existing EDP Ethics channels and the
registered office (Article 2 (1) of EDP's Articles of Association)
ethical and integrity principles may be at risk. channel for communication of irregularities to the Financial
and increase EDP's share capital (Article 4 (3) and (4) of
Matters Committee / Audit Committee (FMC/AUDC) of the
EDP's Articles of Association) provided that a favourable
General and Supervisory Board, were consolidated in the
prior opinion of the General and Supervisory Board is
new EDP “Speak up” channel. In the period in which the
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aforementioned FMC/AUDC channel was still active, until III. Internal Control and Risk Management As defined, this model allows the rationalization of resources
June 2022, a complaint was received, and, from the and efforts, promotes coordination between functions and
respective analysis, it was concluded that there was no 50. People, bodies, or committees responsible for internal the homogenization of language connecting all Business
confirmation of any irregularity. In 2022, the analysis of a audits or implementation of internal control systems Units / Departments through a common infrastructure,
complaint carried over from 2021 was also completed, also sharing the same information systems and processes, and
without confirmation of irregularities. The EDP Group's Compliance Management System, aligned promoting the effective implementation of compliance
with the risk management model, is founded on an internal mechanisms at the different levels of the organization.
The entire complaint management process follows, at each
control system based on the “three lines of defence”, in order
stage, essential guiding principles such as independence, The compliance function's mission is therefore to promote a
to properly identify and manage the risks arising from the
impartiality and objectivity in the analysis and treatment of culture of compliance and integrity, by identifying relevant
activity, under the terms of which:
registered cases, along with the guarantee of absolute compliance risks and by disseminating and coordinating the
confidentiality. Complaints can also be reported implementation of mechanisms that promote compliance,
• The First line of defence (Business): has, among others,
anonymously, being guaranteed, notwithstanding this providing proactive and systematic advice to the entire
the responsibility for the daily and proactive
condition, the possibility of interaction with the whistle- organization.
management of compliance risks, in line with the
blower, as deemed necessary.
established regulations. The top management of each
The Compliance & Internal Control’s activity is essentially
functional, business or support unit and all its
EDP ensures the protection and non-discrimination of based on four pillars, namely:
employees are part of it.
whistle-blowers who make their communications or • identification analysis and assessment of compliance
• The Second line of defence (Compliance): it has, among
complaints, in good faith and in a well-founded manner, even risks;
others, the responsibility of ensuring business support in
if the facts reported are not precise or do not give rise to any • promotion and coordination of the implementation of
the identification, analysis, evaluation, mitigation, and
disciplinary or judicial proceedings. Any acts of reprimand or policies, procedures, and other control mechanisms, in
monitoring of risk, as well as challenging and
retaliation, directly or indirectly motivated by a complaint, order to mitigate the identified compliance risks;
questioning the potential risks that may arise. The main
causing any damage to the complainants, are not accepted. • monitoring of procedures and other compliance
responsibles are the Compliance & Internal Control –
mechanisms adopted, in order to assess the
Corporate Global Unit, supported by the Compliance
EDP provides access to the Speak Up channels, through its maintenance of their adequacy and effectiveness;
Departments of EDP España, EDP Energias do Brasil
website, as well as to the respective Whistleblowing • periodic reporting to the Executive Board of Directors
and EDP Renováveis, and a network of Compliance
Management Regulation, that can be read at: and the Financial Matters Committee / Audit
Partners, Compliance Business Partners and the Local
Whistleblowing Management Regulation Speak Up | Committee of the most relevant topics that may
SCIRF (Internal Control over Financial Reporting
edp.com represent a significant risk for the Group.
System) Managers.
• The Third line of defence (Internal Audit): it has, among
The Compliance & Internal Control also has as main
others, the responsibility for carrying out independent
responsibilities to contribute to the improvement of risk
audits to the Compliance Management System. These
management processes associated, in an external plan, with
audits may also be carried out by independent external
legal and regulatory compliance and, in an internal plan, with
entities with recognized capacity for that purpose.
compliance with the internal regulations and procedures in
force, also ensuring the implementation of the Internal
Control over for Financial Reporting System (SCIRF).
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Organisation and Corporate Governance
In the performance of its duties, the Compliance & Internal Control reports hierarchically to the and identifying the most relevant specific regulatory scopes, for which the development of a
Executive Board of Directors and functionally to the General and Supervisory Board, through Specific Compliance Program is foreseen.
its Financial Matters Committee / Audit Committee.
EDP Group adopted a model for structuring its Compliance Management System, based
For its part, the Executive Board of Directors establishes a culture of tone at the top in essentially on nine components, which can be classified into three action levels.
Compliance matters, approving, disseminating, and ensuring the implementation of EDP's
Compliance Management System in line with the Group's strategic objectives. COMPLIANCE MANAGEMENT SYSTEM
Design
The General and Supervisory Board, through the Financial Matters Committee / Audit
Committee, monitors and supervises the implementation of the referred compliance culture 1. Governance model
and approves the business plan of the Compliance & Internal Control’s activity plan, also 2. Risk assessment and management
ensuring the follow-up of the respective execution.
3. Policies, Standards and Procedures
The Group's Compliance Management System, approved by the Executive Board of Directors 4. Training and Awareness / Communication
and by the Financial Matters Committee / Audit Committee, is formalized through EDP’s
Implementation
Compliance Standard, updated in 2022, and is aligned with best international practices,
namely with the references of ISO 37301:2021 Compliance Management Systems – 5. Whistleblowing channels and incident management
Requirements with guidance for use – having EDP obtained the respective certification issued
6. Monitoring and testing (internal and external audit)
by an external independent entity - and with the COSO (Committee of Sponsoring
Organizations of the Treadway Commission) framework for risk management, internal control 7. Report
and fraud prevention (Fraud Risk Management). This system demonstrates the EDP group’s Assessment
commitment to ensure (i) an adequate identification, assessment, and management of
compliance risks, in order to minimize the risk of sanctions, namely financial and possible 8.Implementation of improvement opportunities
operational and reputational impacts, and (ii) the confidence of its stakeholders, reinforcing 9. Continuous improvement / risk reassessment
the competitiveness of the EDP Group.
Based on the defined governance model, the EDP Group's Compliance Management System
The Compliance Management System allows for the harmonization of guidelines and
develops from a risk assessment, which is reviewed periodically or whenever there are
methodologies for compliance management, across the organization and different regulatory
material changes in the legal and regulatory context or in the organizational context, and that
scopes, ensuring alignment with other internal policies and procedures, seeking the
allows the identification of the compliance obligations or of the most relevant normative
continuous improvement of the activities developed. Through the work developed over the
scopes for the organization, resulting in the structuring and development of Specific
years, EDP Group's Compliance Management System currently has different mechanisms,
Compliance Programs, through a process that goes through different sequential phases: (i)
such as specific policies and procedures, whistleblowing channels, periodic training /
planning, (ii) conceptual structuring and design , (iii) support for implementation; (iv)
awareness initiatives and monitoring instruments that enable the identification of situations
monitoring of implementation and (v) ongoing maintenance and continuous improvement.
to analyze in a logic of continuous improvement, responding to internal and external
challenges.
The identification of these most relevant topics is carried out based on the identification and
assessment of the legal and other compliance obligations applicable to the activities carried
This system is developed at corporate level and covers all activities, businesses, and
out by the Group, whose analysis is organized into normative blocks (corporate governance,
geographies, defining the organization and functioning model of the Compliance Function
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energy sector, reporting, environment, health, and safety; Supervisory Board, through its Financial Matters Committee perceived as acts of corruption or bribery, clarifies the
information security, among others), resulting in the / Audit Committee. ban on facilitation payments and details the principles
development of Specific Compliance Programs. related to the prevention of conflicts of interest,
Without prejudice to other mechanisms previously donations and sponsorships, contributions to political
At the Specific Compliance Program level, and as a function developed, since the definition of the methodological parties and prevention of money laundering and
of specific risks identification and assessment, policies, approach to compliance management in the EDP Group, it combating the financing of terrorism, as well as
procedures, and other compliance mechanisms are was possible to structure the different relevant compliance guidelines regarding the performance of third party
developed, through which the fundamental principles in topics at the corporate and local level, being this work integrity due diligences, the relationship with politically
compliance management are formalized and detailed reflected in the evolution of the different Specific Compliance exposed persons (PPE), the acceptance and assignment
control rules and mechanisms implemented, reflecting on the Programs, with emphasis among others on the following of offers and invitations to events and the monitoring of
activities developed internally or by third parties on behalf of scopes: international sanctions. Within the scope of the reporting
EDP, and which are key elements for the dissemination of a of irregularities, the principle of non-retaliation is
culture of compliance across the Group. • Integrity / Corruption Prevention. The systematization of maintained, the different channels available internally
this Specific Compliance Program had as fundamental and externally and the process of investigating potential
Another fundamental element for the development of element the definition of an Integrity Policy in which the situations of non-compliance and the identification and
Specific Compliance Programs is the training and commitments, general principles of action and the duties implementation of possible corrective actions are
awareness actions carried out both at the transversal group of the entities of the Group, its employees and business addressed. These principles and guidelines were
level and at a specific to certain Business Units or regulatory partners were defined, with regard to prevention illicit implemented in specific internal procedures developed
scope level. acts, complementing the set of norms and compliance within the scope of the Integrity Specific Compliance
mechanisms that already exist both at the corporate Program. In 2022, in terms of continuous improvement
The compliance function ensures the follow-up and level (namely the Code of Conduct for Suppliers, the the following initiatives stand out: (i) the formalization
monitoring of the development, operation, and Code of Conduct for Senior Management and Senior and public disclosure of the Plan for the Prevention of
implementation of Specific Compliance Programs. For its Financial Officers, Transaction with Related Parties Corruption Risks (covering the companies of the EDP
part, and in accordance with the respective annual activity Policy and the Social Investment Policy, in addition to the Group in Portugal that are obliged to do so) following the
plan, the Audit function conducts specific audit work, EDP Group's own Code of Ethics and the irregularity entry into force of the General Regime for the Prevention
addressing compliance topics. In addition, the Compliance communication channels made available), as in the of Corruption; (ii) reviewing/improving risk analysis
Management System and some Specific compliance different companies of the group, namely the models of methodologies and different internal normatives on
programs are also subject to independent external review. prevention and control of criminal liability in EDP Spain Integrity, taking into account changes in context and
and EDP Renováveis and EDP's corruption prevention continuous adherence to best practices and (iii)
The results of the monitoring and any recommendations Compliance program in Brazil (which in turn include a strengthening the culture of Compliance and Integrity ,
issued by internal and / or external auditing are considered significant set of specific compliance policies and through the development of training and awareness
for the purpose of improving compliance management, in a procedures). The EDP Group's Integrity Policy, actions at a global level. The Specific Integrity
perspective of continuous improvement. periodically reviewed (last revision in 2022), is disclosed Compliance Program obtained certification in
to all employees (as a mandatory reading document, accordance with the requirements of Standard ISO
The compliance function reports the activities carried out to with record of the respective acknowledgment) and 37001:2016 – Antibribery management systems –
the Executive Board of Directors and to General and available at EDP’s website reinforces the zero tolerance Requirements with guidance for use, both at EDP level
policy regarding the adoption of practices that could be
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Organisation and Corporate Governance
and at the level of its subsidiaries EDP Spain, EDP Personal Data Protection Policy | edp.com, with integrity, contributing to the sustainability and
Renováveis and EDP Energias do Brasil, certifications generalized application across all the Group's Business development of the markets in which EDP operates. A
issued by independent entities. Units, which reinforces the commitments and similar approach to preventing and mitigating practices
• Prevention of Money Laundering and Terrorism positioning assumed by EDP in terms of privacy and that potentially restrict competition is being
Financing. As part of the structuring of the Specific protection of personal data and defines the principles of implemented for the rest of the geographies, without
Compliance Program for the Prevention of Money action to ensure compliance. This policy thus embodies prejudice to the codes and manuals already applied.
Laundering and Combating Terrorism the company's values and principles, which are also This Specific Competition Compliance Program is, like
Financing,specific internal regulations and a transversal reflected in the different cross-cutting regulations that the others, subject to a continuous improvement
procedure related to the reporting of suspicious make up this Compliance Program, which are scrutiny, having been monitored throughout 2022, with
transactions were implemented by the obliged entities complemented by specific procedures and control the corresponding review of implemented procedures
and a specific channel is also available for the mechanisms defined at the business areas level, in and control mechanisms.
presentation of complaints in this area, covering the accordance with the respective exposure to Personal • Prevention of Criminal Legal Risks. The Criminal Legal
different companies covered by the legal requirements. Data Protection risks, namely, in its operations, by Risk Prevention Program was implemented in a first
The obliged companies also proceeded to designate a various privacy policies that govern the processing of phase in companies in Spain (also including a specific
Responsible for Normative Compliance, according to data carried out by the different Business Units. Within program at EDP Renováveis), following different reforms
the legal requirements, whose activity is articulated with the scope of the communication and training plans of the criminal law in this country, which introduced and
the governance model defined in the scope of this defined annually at the level of each geography, deepened the concept of criminal liability of legal
compliance program. Throughout 2022, compliance different specific initiatives were carried out and entities with respect to certain crimes, also defining the
with the applicable legal requirements was ensured, with targeted according to the exposure of employees to the requirements to be considered when implementing
emphasis on compliance with identification and risks associated with the processing of personal data. In compliance models. The Compliance programs
diligence duties of counterparties with business 2022, in terms of continuous improvement, the following implemented under this scope at EDP, meanwhile
relationships and/or occasional transactions with EDP initiatives stand out: (i) the review and update of the extended to other geographies with similar legal
group entities subject to the legal regime for the Compliance Program Governance Model, with the aim frameworks, provide the organization with a
prevention of money laundering. of systematizing and clarifying the main areas of management system that includes supervision and
• Protection of Personal Data. This program aims to intervention, adjusting some functions and control measures to prevent the occurrence of crimes or
ensure that EDP Group entities comply with the responsibilities; (ii) the process of revising internal mitigate the risk of their occurrence, highlighting the
applicable legal requirements in terms of Data Personal Data Protection regulations, with a view to their issues of prevention of corruption, bribery and other
Protection, being supported by a specific governance updating, better systematization and clarification and similar offenses (which allows the capture of synergies
model, which includes the coordination of the streamlining of procedures; (iii) carrying out training and with other Compliance programs with a transversal
Compliance & Internal Control Global Unit, specific awareness actions at a global level and (iv) identifying scope at the EDP Group level, such as the Integrity
teams with the responsibility for promoting the and implementing improvements to the Personal Data Compliance Program). EDP Spain and EDP Renováveis'
dissemination, knowledge, training and implementation Protection Program Management support tool. Criminal Legal Risk Prevention programs are certified in
of the Compliance program in the respective areas of • Competition. The Specific Competition Compliance accordance with the UNE Standard 19601:2017 –
activity and with the Internal Audit in the 3rd line of Program aims to reinforce the guarantee of compliance Criminal Compliance Management Systems,
defense and also and whenever this legal obligation by the EDP Group companies, in Portugal, with the legal certifications awarded by independent entities.
exists, with the figure of the Data Protection Officer. In requirements in terms of competition, namely regarding
this context, EDP implemented a Personal Data contracts signed and the performance of its employees From the established governance model, and with the
Protection Policy, available at the EDP website : EDP’s in accordance with the highest standards of ethics and objective of identifying, assessing, monitoring, and
Integrated Annual Report 2022 Corporate Governance Report Information on Ownership Structure, 427
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controlling the risks to which the EDP Group is exposed, in at the Iberian level, Internal Audit’s main duties are to propose transversal analysis of the issues in question and of the
addition to the Compliance & Internal Control, the Risk and audit policies and objectives, in accordance with the law and activities carried out. In addition to specific training and
the Internal Audit – Corporate Global Units also play an with the best international practices, ensuring the experience in the area, the employees assigned to the
important role. harmonization of internal audit methods, processes and information systems audit area know the systems
manuals and with a view to implementing the respective implemented in the Group and follow market trends, allowing
The Risk – Corporate Global Unit is primarily responsible for support tools, establishing and managing the systematic them to obtain a broad view of the systems and processes
coordinating risk assessment studies for the Group, with the planning of internal audits at the Group level. with the greatest technological risk. and of greater relevance
aim of supporting the Executive Board of Directors in their for the different Business Units.
control and mitigation and providing integrated risk-return Regarding the areas that make up the Internal Audit,
analyses, as presented the respective chapter, which activity although each area has (operational and regulatory audits The internal audit activities are developed based on plans
is detailed in items 52 to 54 of this Annual Report. and information systems audits) its specific duties, aligned with the objectives and mission of the function, in
multidisciplinary and the growing interaction between the which the audit works that comprise them have as main
In turn, internal audit, formalised in the EDP Group's Basic operational audit and information systems audit teams (with inputs the consultation with the government bodies and the
Internal Audit Standard, revised in 2021, is an objective and an Iberian scope) have allowed synergies in the analysis of alignment with the Group's Strategic Plan and with the
independent activity, of guarantee and advisory, aimed at information and data extracted from computer systems to sustainability objectives, the prioritization of processes
adding value and improving operations of EDP Group, support business processes and, therefore, a better quality of based on the risk analysis carried out by Internal Audit, the
assisting the organization in pursuing its objectives, through the conclusions obtained, a closer proximity to the business interactions with the statutory auditor throughout the year
a systematic and disciplined approach in assessing and and an increasing monitoring of the degree of evolution of the and the consideration of topics of interest that it has
improving the effectiveness of risk management, control, and projects most relevant. identified in the scope of the SCIRF audit and the financial
governance procedures. audit, international trends and best practices in matters of
On the other hand, Internal Audit’s commitment to quality and internal audit, and the identification and assessment of the
The internal audit function has the mission of increasing and the continuous improvement of the processes and activities control environment existing in the various lines of defence
protecting the value of EDP, providing assurance, advisory it carries out led to the creation of the Quality and Continuous that affect each process, in a perspective of Combined
and insight, covering several fields of action. Improvement Office at Internal Audit, which, in a Assurance.
fundamentally methodological aspect, ensures an internal
The EDP Group's internal audit is a corporate function service with a view to increasing value added in relation to Internal Audit's lines of activity are the analysis of the
performed by the Internal Audit – Corporate Global Unit, the internal audit activity in the EDP Group. effectiveness and efficiency of operations, reliability, and
which has a double dependency, on the one hand integrity of information, both financial and operational,
administrative structure of the Executive Board of Directors The Internal Audit Departments, as well as all professionals compliance with internal procedures and standards,
and, on the other, functional of the General and Supervisory assigned to this function, govern their performance by the compliance with external standards, auditing of information
Board, to which reports the respective exercise. Fundamental Principles for the Practice of Internal Auditing, systems and integrity of assets.
the Code of Ethics and the International Standards for the
The EDP Group's Internal Audit are present in Portugal, Spain, Professional Practice of Internal Auditing approved by The The changing macroeconomic, social, and political context,
the United States of America, and Brazil, depending Institute of Internal Auditors (IIA). as well as the growing technological transformations and the
functionally on Internal Audit . news and changes that have been affecting the energy
EDP Group has internal auditors experienced in several areas sector in general and the EDP Group in particular have forced
In addition to conducting operational and regulatory audits to (e.g., finance, accounting, legal, information systems), with a a constant adaptation of the internal audit activity in order to
Business Units in Portugal and auditing information systems deep knowledge of the Group, allowing a multipurpose and maintain an ability to respond adequately to the challenges
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ahead, aiming to maximize the added value that this activity Committee / Audit Committee and the members of the The last external evaluation took place in 2020, in all
can and should offer to its stakeholders. Executive Board of Directors, interactions with the Business locations where the internal audit function is developed, with
Units, both at the level of the Boards of Directors and with the aim of obtaining joint independent certification, with the
Internal Audit has been monitoring the extent and those in charge of the audited areas, interactions with other opinion issued in the external evaluation reports being that
development of the Group's activity in new markets, business areas of the Group, such as risk, sustainability, legal advice, the internal audit activity “generally complies” with the
lines and geographies, incorporating in its business plan, human resources, regulation, strategy, management control, Standards and Code of Ethics issued by the IIA in all locations
actions aimed at evaluating and reinforcing the existing compliance, information systems, in order to identify risk (Portugal, Spain, United States and Brazil), in all its aspects
internal control environment. areas and to ensure the update on the various matters of the (government, personnel, management and procedures).
organization.
The continuous auditing model has evolved consistently, It is also worth mentioning, and in line with the information
consolidating the methodology, continuing existing audits, Internal Audit carries out, annually, a process of self- described above, the competence of the General and
implementing new audits to evaluate different business assessment of the Group's internal audit activity, which Supervisory Board, which, under legal terms, permanently
areas, some with real-time analysis, with a set of new consists of a reflection and analysis on the structure, monitors and evaluates the internal procedures related to
indicators and automation of communication exceptions to composition, skills, relationship, reports, methodologies, DAI accounting and auditing matters, as well as the effectiveness
the audited entity at the time they are detected. It is a robust procedures and work carried out throughout the year, among of the risk, the internal control and the compliance
monitoring and evaluation model, very relevant for the others, and includes a global conclusion expressed by the management system. This competence is attributed to the
automatic processing of a high volume of data, allowing to responsible person of Internal Audit's activity in line with the Financial Matters Committee / Audit Committee, which is
obtain efficiency gains in terms of internal control and in the best practices of the function. responsible, among other tasks, for permanently monitoring
prevention and detection of irregularities. and supervising: (i) financial matters and accounting
On the other hand, Internal Audit 's activity and performance practices; (ii) internal audit practices and procedures; (iii) the
Within the scope of information systems audits, actions have is evaluated annually by the Financial Matters Committee / internal mechanisms and procedures of the Internal Control
been carried out covering several areas of high criticality, Audit Committee based, among others, on the analysis of the over Financial Reporting System (SCIRF); (iv) matters relating
considering, in particular, the digitization program underway interaction that the Commission develops throughout the to the risk management and control system; (v) the activities
at the EDP Group, which has been a lever for strengthening year with DAI and on the analysis of information and and mechanisms of the compliance management system
and growing business processes, the increase in processes / documentation made available by it regarding the process of and (vi) the activity and independence of the company’s
activities analysed by continuous auditing and the its self-assessment. Statutory Auditor.
expansion of routine automation in order to speed up the
monitoring of the Group's information systems. Internal Audit’s activity has been subject to external 51. Description of hierarchical and/or functional
evaluations since 2010 by the IIA (every 5 years, as dependency on other company bodies or committees
In recent years, the existing competencies in the field of established in the International Standards for the
information systems and data analytics have been Professional Practice of Internal Auditing) and, since that In the performance of their duties, the Internal Audit
strengthened by recruiting employees who are specialists in date, the opinion of the evaluation teams has been that the administratively reports to the Executive Board of Directors
these matters in an internal audit perspective, internal audit activity "Generally Complies" with the and functionally reports to the General and Supervisory
complementing the profiles already existing in the International Standards for the Professional Practice of Board that supervises its activity through the Financial
information systems and operational audit teams. Internal Auditing and the IIA Code of Ethics, this qualification Matters Committee / Audit Committee. On the other hand,
being the highest granted by the IIA. the Compliance & Internal Control reports hierarchically to
The relationship with the various stakeholders is developed, the Executive Board of Directors, and functionally to the
mainly, through periodic meetings with the Financial Matters
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Financial Matters Committee / Audit Committee of the and ensuring an adequate level of segregation relative to one defense. Its mission is to promote an integrated vision of
General and Supervisory Board. another. The functions of risk identification, analysis, the EDP Group's risk, ensuring the alignment of risk
evaluation, treatment, and monitoring are followed by a set of policies and limits with the appetite defined for the
The Risk Department reports hierarchically to the Executive bodies with clearly established roles and responsibilities, Group, and coordinating risk-return studies at Group
Board of Directors, without prejudice to the permanent typified by Group policies that are approved and ratified by level, in order to support the EBD in monitoring and
monitoring, by the Financial Matters Committee/Audit the competent bodies of the Group: mitigating the main risks. Its main responsibilities are to
Committee, of risk-related matters, as described in item 52 (i) define concepts, methods, risk measures and key risk
below. • The General and Supervisory Board, in particular the indicators (KRI), in accordance with best practices
Financial Matters Committee/ Audit Committee, is and promoting an integrated and harmonized view of
52. Other company areas with risk control duties responsible for permanently monitoring the risk in the Group , (ii) update the Corporate Risk
effectiveness of the risk management system, namely Management Policy and Manual, (iii) maintain and
The risk management is an integral part of the common in terms of risk identification, assessment, control and update the taxonomy of the Group's most significant
practices of business management, and it is the management and assessing the degree of internal risks and promote its implementation in the various
responsibility of all, from the Executive Board of Directors compliance with the Company's risk management Business Units and Corporate Global Units (iv) the
right down to the individual staff member. Each one is system, continuously monitoring its performance and promotion and monitoring of the Risk Appetite
responsible for knowing the risks existing in their area of effectiveness, in articulation with the Executive Board framework, ensuring consistency with strategy, and
intervention and for managing them in accordance with their of Directors, namely the risk control policies, the monitoring and reporting of conclusions and possible
role, expertise, and delegated responsibilities. identification of key risk indicators (KRI) and the non-compliance to the EBD , (v) the identification and
integrated risk evaluation methodologies, and must reporting of needs to define new policies, limits or
The EDP Group manages its meaningful risks in a portfolio evaluate and issue its opinion on the EDP Group's adjustment to the exposure limits already established
approach, optimizing the risk/ return trade-off transversely strategic guidelines and corporate risk management by the EBD, (vi) the development, jointly with the
across its business areas, aiming to create value and to stand policy, prior to their final approval by the Executive Business units and Platforms risk-officers, of significant
out in the markets where it operates. The EDP Group also Board of Directors. risk assessment projects and risk-return analyses, (vii)
works towards a permanent progress of its risk management The Executive Board of Directors is ultimately the quantification and qualification of the materiality of
processes in order to reflect the evolution of its needs and to responsible for the decision, supervision and control of BU or platform risks, (viii) the interlocution and adequate
maintain its alignment with international risk management risk management, and is responsible for setting the EDP information flow to and from the local risk-officers,
best practices. Group's management objectives and policies. In decision making bodies and other relevant
addition to sharing the responsibilities defined for the stakeholders on all relevant risk related matters, (ix) the
The integration of risk management in the most relevant Boards of Directors, it is also responsible for defining the promotion of the monitoring process of the main risks
business and decision-making processes is promoted as Risk Appetite set out in the Business Plan, defining the (recurrent and structural monitoring) and reporting to
part of i) strategic development, ii) investment decisions, iii) EDP Group's risk policies (in particular, the respective the EBD on the evolution of their level of exposure and
business plan and iv) operations management, with the exposure limits by risk category) and for allocating contrast with established limits, and finally (x) the
purpose of ensuring stability in results and optimize its resources in accordance with the risk-return profile of promotion of a Group-wide risk management culture.
response to changes in context and opportunities. the various options available. • The risk-owners of the Business Units and Corporate
• Risk – Corporate Global Unit headed by the Chief Risk Global Units are all the business managers who
The risk management process is structured around 3 lines of Officer, performs a function that is independent from assume risk in their day-to-day activities and act in
defence (business operation, risk management/ compliance the conduct of business, and supports the Executive accordance with the defined risk strategies. From a risk
and internal and external auditing), each led independently Board of Directors at the level of the second line of perspective, they should coordinate their activities with
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the risk-officer of the Business Unit/ Platform, and are in a segregated manner and independent from business ways of mitigating or hedging the main risks, including,
responsible for (i) implementing mitigation measures operation. In large and/ or particularly complex Business where applicable, defining risk management policies,
and treatment plans in accordance with what is defined Units local replicas of risk management corporate risk treatment guidelines and risk limits, in liaison with
in the risk policies, (ii) monitoring the risk indicators structure exist, articulated with the Risk. Their the Risk - Corporate Global Unit (viii) to follow up and
defined (KRIs) by RISK, reporting on their evolution and responsibilities include: (i) following the risk monitor relevant risks through the preparation of
providing visibility to the risk-officer of the Business management methodology defined for the Group, (ii) periodic reports on risk exposure and disclosure to the
Unit/ Platform whenever there is or there is anticipated identifying the main risks (threats and opportunities) decision-making bodies and Risk - Corporate Global
behavior that could compromise the defined risk within the scope of the activity, in close articulation with Unit, as well as monitoring the implementation of risk
strategy, (iii) collect and report risk information to the those responsible for the business, (iii) characterizing the management policies, standards and procedures,
risk-officer, within the scope of their activity, in main risks, with quantification and qualification of their including the monitoring of exposures in relation to the
accordance with recurring activities (risk maps, reports, materiality (iv) to escalate material risks to its Board of established limits, (ix) to coordinate the holding of Risk
etc.) or whenever necessary. Directors and Risk - Corporate Global Unit, (v) to carry Committee meetings (x) ensure the interlocution and the
• Local structures for risk management (risk-officers) out studies on the main strategic themes and associated adequate flow of information to and from the Risk -
assume a key role on operationalizing risk management, risks, in close articulation with those responsible for the Corporate Global Unit, decision making bodies and
typically under the direct hierarchical dependence of the business and Risk - Corporate Global Unit, (vi) to support other relevant stakeholders in all relevant risk related
respective Board of Directors, with functional its Board of Directors in taking strategic decisions from a matters.
coordination with the Group's Chief Risk-Officer, acting risk perspective, (vii) to propose or issue opinions on
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Model for risk function report at EDP Group (and communication with the corporate necessary, extraordinarily, preferably at least quarterly. The Committee is composed of
centre) the Group's main decision-makers and risk managers (members of the Executive Board
of Directors, key corporate areas and members with responsibility for risk management
of the main platforms/ geographies).
• The Individual Risk Committees are created and conducted at the Group's Business
Unit level when the degree of complexity of risk management justifies it, assuming a
structure replicated from the Group's Risk Committee. These committees are typically
coordinated by the respective risk-officer and include members of the Board of Directors,
key areas of the Business Unit, as well as a member of the Risk - Corporate Global Unit, to
ensure alignment at the Group level.
53. The main types of economic, financial, and legal risk to which the company is
exposed in its business
The EDP Group's risk taxonomy aggregates, from an integrated perspective and in a common
language, the various risk mappings existing at the level of the Group's various Business Units,
and is structured around four major families: strategic & ESG, business, financial and
operational.
Furthermore, there are several regular forums for the discussion, analysis, and issue of
opinions on risk-related topics:
• The main objective of the EDP Group’s Risk Committee is to support the decisions of the
Executive Board of Directors in the identification, analysis, evaluation, treatment and
monitoring of risk, in terms of (i) supporting the identification of significant sirks and the
characterization of the EDP Group risk profile, (ii) to discuss the results of significant risk
analysis and evaluation projects developed in conjunction with the Business and
Corporate Global Units, (iii) to propose and issue opinions and/or recommendations on
significant risk management strategies (e.g. policies, procedures and limits) for appraisal
and approval by the Executive Board of Directors, and (iv) to monitor and control the
evolution of significant risks. This Committee meets periodically and, whenever
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In 2022, the conflict in Ukraine resulted in a geopolitical and technological development in the sector, viewing • At the social level, the Group is exposed to a
energy crisis with a transversal impact on strategic & ESG, this issue not as a threat but as a central vehicle for number of risks in its relationship with its employees
business, financial and operational risks. In particular, for EDP promoting growth in the future. In this sense, the EDP and society: people risks (including employee
Group, the main impacts were at the business level, with the Group has invested and researched actively and welfare risks, management of employee talent and
increase in gas and energy prices, at the regulatory level, with transversally in the promotion of new technologies human rights violations), impact of the company's
the introduction of clawbacks on infra-marginal in the various stages of the value chain (namely at activities on communities (including risks of
technologies, and at the financial markets level, with the the level of the activity of EDP Inovação, and the engagement with local communities and
increase in the cost of debt. Additionally, hydro power Digital Global Unit). economies and economic inclusion), and security
generation was substantially below average due to lower • In terms of disruptive modifications to the and asset and service quality risks (including
rainfall in the Iberian Peninsula. competitive paradigm, the Group recognises risks service quality, customer satisfaction, security and
associated with alterations in the paradigm of the data privacy and security).
Strategic & ESG risks business model (for example, in terms of distributed • At the governance level, the EDP Group is exposed
generation). The EDP Group addresses this risk to two categories of risk: risks of inadequate
The EDP Group closely monitors and reports on strategic through rigorous analysis and prospective corporate governance (including executive
risks, since it considers that these risks may have a investments, allowing it to anticipate and compensation, governance bodies and strategic
significant impact if they occur. The strategic & ESG risks can proactively adapt its business model to possible alignment) and risks of business and ethical
be broken down into two different types: market evolution trends. misconduct (including fraud and unethical
• In terms of geopolitical risks, the Group recognizes behavior).
• Strategic risks, associated with strategic the risks arising from the relationship between two • Transversal ESG risks are considered to be risks
developments that could translate into a material countries, which may result from various factors, that are not exclusively environmental, social or
negative impact for the Group, of a predominantly including commercial exchanges, military or governance issues, but are transversal in nature,
emerging nature. Examples of this type of risk are the political activity. Geopolitical tensions may have namely potential misalignment of ESG practices
risks of social and political crisis in the main relevant impacts at the level of instability of energy and direct/ indirect non-compliance with ESG
geographies in which the Group operates, and financial markets, counterparty and supply commitments by counterparties, such as
technological disruptions of various kinds, disruptive chain risks, among others. customers, suppliers, partners and financial or
changes in the competitive paradigm and geopolitical energy counterparties, impacting EDP's reputation.
risks. • ESG risks, associated with environmental, social, Additionally, risks associated with company
governance and other transversal ESG risks. communication, through external means such as
• In terms of the risk of social and political crisis, the media, and internal such as departmental
the presence in various countries leads to greater • At the environmental level, the Group is exposed decisions, in misalignment with signed
exposure to risks related to political instability and to risks related to climate change (physical risks and commitments, which may imply an adverse
discontent/ social crises, motivated by challenging opportunities, e.g. temperature rise and reduced reputational impact for the company.
macroeconomic/ political situations. These risks precipitation, and transitional risks, e.g. market and
may impact the EDP Group, for example, from technological risks), risk of impact of its activity on Business risks
increases in volatility in the financial markets and the loss of nature and biodiversity (e.g. pollution and
regulatory risk. threat to protected species) and circular economy Business risks include all risk factors intrinsically linked to the
• In terms of technological disruptions, the EDP (e.g. scarcity of raw materials and waste remuneration of the EDP Group's core business in energy
Group has sought to position itself at the forefront of management). generation, trading, distribution and supply in the various
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countries and markets in which it operates. The business in US dollars, in coordination with Finance - temperatures, as well as extraordinary events (such
risks can be broken down into two distinct types: Corporate Global Unit). as the COVID-19 pandemic in 2020). Besides such
• In terms of renewable energy generation economic cycle fluctuations and energy efficient
• Energy market risks, related to electricity prices (pool) volumes, the EDP Group has a material degree of solutions, consumption can also be affected by
and other commodities, renewable energy generating exposure, particularly with respect to hydro situations of rationing (as happened in Brazil in
volumes (hydro, wind, and solar power), energy volumes (the Wind Yield Index1 and Solar Yield 2001). Given the difficulty to mitigate these risks,
consumption (associated with demand) and supply Index2 tend to be less volatile than the Hydro Yield EDP chooses to manage them through
margins. Index3 , on an annual basis), resulting from its diversification across multiple technologies,
commitment to a portfolio of increasingly countries and business lines.
• Regarding price of electricity, the impact is limited renewable generation, as well as its hydro portfolio • Regarding sales margins, the current customer
by the fact that a significant part of the generation is in Portugal and Brazil. Although this risk can migration to the free market enhances the
long term contracted, mainly at EDP Renewables introduce a certain annual volatility in the results, it competitiveness of offers from suppliers and can
and most of the installed capacity in Brazil. has a significantly lower impact in the long term on add additional volatility in terms of market shares
Currently, (i) all generation in Portugal and Spain EDP's generation portfolio, since (i) there is an inter- and unit margins. Moreover, there is risk associated
under the ordinary regime, (ii) generation in Brazil in annual diversification of the risk, (ii) there is with deviations in actual consumption from the
excess or in deficit of the PPAs and (iii) part of EDP technological diversification, with a volume versus forecasting model adopted by the Group. These
Renewables'1 wind farms in Spain, United States, price compensation with the other technologies in risks are managed by the Group's energy sales
Poland and other geographies are subject to market the Group's portfolio (a lower hydroelectricity companies, with particular emphasis on initiatives
price fluctuations. Global Energy Management output is partly compensated by higher thermal to i) strengthening the core offer (e.g., through
(GEM) is responsible for acting proactively in the generation and an upward trend in the pool price) combined electricity and gas products); and ii)
spot and forward energy markets (both organized and (iii) it is a risk with little market correlation. On introducing innovative products and services (e.g.,
markets and over-the-counter) to optimize the the other hand, in Brazil, the exposure is Funciona and Re:dy). In addition, a team dedicated
market production margin and limit the respective significantly mitigated by the fact that (i) there is a to the prices and volumes matters evaluates and
risk, in accordance with clearly established diversification of hydroelectricity throughout the regularly makes recommendations for the dynamic
delegated responsibilities and ensuring periodic territory (through financial coupling mechanisms), management of this risk.
P@R - Profit at Risk - reports, based on a proprietary (ii) there is a PPA on established firm energy, as well
model. GEM's performance is duly framed by a as (iii) the Group has adhered at the end of 2015, to • Regulatory risks, related to changes in legislation and
specific risk policy, including exposure limits. the hydrological risk re-pricing mechanism which, regulations that the Group is required to comply with in
• The price of other commodities (essentially fuels combined with the price ceiling of the Settlement the various countries and markets in which it operates (in
and CO2 ) subject to fluctuations resulting from Price for the Differences (PLD), allows limiting the particular, but not limited to, sectoral packages,
supply and demand dynamics or changes in exposure to the deficit of allocated energy in regulatory frameworks, environmental legislation, and
international legislation and relevant only to power relation to the energy sold in PPAs (for the regulated taxes, and other). This risk is managed proactively by the
plants subject to the market, is monitored and contracting environment). EDP Group, through monitoring and thorough
managed proactively by GEM, which negotiates • Regarding energy consumption (electricity and preparation of the various dossiers and adopting a
and manages coal and gas contracts and CO2 gas), the EDP Group is subject to fluctuations in the constructive and cooperative attitude in their
licenses, and is also responsible for mitigating, via amounts of energy sold depending, among others, discussion. This allows the materialization of options out
hedging, fuel price risk (including exchange rate risk on factors such as economic activity and annual of synch with reality in the different market contexts in
1 Annual Wind Energy Ratio versus Annual Benchmark 2 Ratio of Annual Solar Energy versus Annual Reference 3 Annual Hydro Power Ratio versus Annual Reference
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which the Group operates to be anticipated and volatility in the annual result. The remaining risk is • Regarding financial counterparties, this risk is
minimized. managed and mitigated by Finance - Corporate managed through: i) a careful selection of
Global Unit, in conjunction with GEM, EDP counterparties; ii) an appropriate diversification of
Financial risks Renewables and EDP Brazil, in the same way as risk over multiple counterparties; iii) an exposure
above. based on financial instruments of reduced
The financial risks encompass the market risk factors linked • Regarding inflation, the risk is mainly associated complexity, high liquidity and of a non-speculative
to the (non-operational) energy business of the EDP Group in with the fluctuation of revenues and operating costs nature; and iv) regular monitoring of the positions
the various countries and markets where it operates. in the various countries where the EDP Group held.
Financial risks can be divided into four different types: operates. In terms of its mitigation, the remuneration • Regarding energy counterparties, this risk is
models of the regulated activities, as well as part of reduced for the operations in organized market,
• Financial markets risks, associated with fluctuations in the PPA contracts, include inflation indexation being that, for the operations in over-the-counter
international markets in interest rates, exchange rates, components in order to preserve an adequate market and for the fuel purchases, GEM, responsible
inflation and valuation of financial assets held by the remuneration to the activity. On the other hand, a for the follow-up and interface with the wholesale
Group. significant component of the Group's current markets, carries out the respective follow-up
activity is focused on markets with more stable through the application of exposure and trading
• Regarding interest rates, the risk is mainly inflation levels. For the remaining risk, in addition to limits previously established and approved by a
associated with the percentage of debt at floating active management of the various supply and superior level, according to the counterparties'
rates, as well as any increases in costs associated services contracts, the EDP Group addresses this rating (external whenever possible, or internal if the
with fixed rate debt refinancing needs in a context risk from an integrated standpoint, mitigating it by previous one is unavailable), as well as the use of
of rising current interest rates. This risk is managed means of a debt profile (fixed/variable rate) aligned clearing houses. Similarly, there is also counterparty
and mitigated by the Finance - Corporate Global with the respective revenue profile. risk associated with long-term energy sales
Unit, which ensures compliance with the • Regarding the valuation of financial assets, EDP contracts, partially mitigated by the fact that some
established risk profile, using the procedures and adopts a conservative risk policy with reduced of the counterparties in this context are sovereign
instruments provided for in the Group's policies, with levels of exposure, based on a reduced weight of entities (Governments or State Electric Systems),
periodic reports being prepared on the evolution of strategic financial assets and short-term cash while strict scrutiny and approval criteria are also
these variables and risk sources. investments mainly based on bank deposits applied to private counterparties.
• Regarding foreign currency exchange rates, the (without market risk). This risk mainly results from • Regarding customers, the Group is exposed to
risk is associated with fluctuations in the cost of the the possibility of devaluation of the financial assets default risk in Portugal, Spain, and Brazil. The
purchase and sale of electricity and fuel, as well as that EDP holds (traded on securities markets). It is average level of risk in Spain is structurally
with fluctuations in the value of net assets, debt and managed according to the procedures and tools mitigated in terms of expected loss due to a mix of
income generated in currencies other than the provided by the Group's risk policies. customers with greater weight of the B2B segment
Group's functional currency. The EDP Group acts (which has less relative weight of average default).
proactively to ensure a balanced net structural • Counterparty and credit risks, associated with The risk in Brazil is mitigated through financial
exposure (assets - liabilities) in US Dollars, British unexpected changes in the compliance capacity with collateral to mitigate the loss (for the Free
Pounds Sterling and Canadian Dollars. On the other obligations by customers, financial counterparties Contracting Environment), and through the partial
hand, the geographical diversification of the (mainly associated with deposits in financial institutions recovery of non-compliance by the regulated tariff
Group's businesses (and corresponding exposure to and financial derivatives) and energy counterparties. (for the Regulated Contracting Environment). This is
multiple currencies) contributes to reducing monitored by E-Redes and EDP Comercial (in
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Portugal) and EDP España, which are responsible • Regarding the risk of a ratings decline, the EDP • Physical assets risks, related to unforeseen
for carrying out the meter reading cycles and cutting Group can be impacted in its access to and cost of occurrences in projects under development/
off the service/taking legal action and debt financing by adverse changes in its rating profile construction, damage to physical assets in operation
recovery. In addition, mitigation tools such as credit (assigned by international agencies). EDP and (technical and non-technical) operating losses,
insurance, credit risk premium and setting up bank proactively manages this risk by maintaining a low associated with the operation of the assets (mainly in
collateral are used, whenever this is deemed risk profile and maintaining stable contractual distribution).
necessary. standards, which assure that its liquidity position
does not depend on mechanisms as financial • Regarding projects under development/
• Liquidity/solvency risk, associated with specific cash covenants or rating triggers. construction and assets in operation, the EDP
shortfalls, difficulties in access/ cost of credit and rating Group is exposed to incidents derived from external
reduction risk. • Social liabilities' risk, associated with obligations causes (e.g., atmospheric phenomena, fires,
relating to the capitalization of the Defined Benefit damage to structures, assaults or thefts,
• Regarding possible sporadic cash shortfalls, Pension Fund of the Group for Portugal, Spain and Brazil environmental pollution) or internal causes (e.g., or
there is a risk of possible default of the EDP Group in (which has a risk associated with the market value of its installation), which may translate, among others,
meeting all its short-term liabilities in the committed assets), and additional costs associated with early into threats to the physical integrity of the Group's
time periods, or just being able to do so under retirement as well as medical expenses. The liabilities for employees or third parties, equipment repair or
unfavorable conditions. This risk is mitigated employee social benefits are calculated annually by an replacement costs, unavailability of assets and
through careful liquidity management, by means of: Independent Actuary on the basis of IFRS-IAS consequent loss of profit or compensatory damages
i) centralization (cash pooling) of all the Group's assumptions (taking various factors into account, to third parties. These risks are, firstly, managed and
liquidity at the holding company except for Brazil; ii) including interest rate, demographic aspects, economic mitigated by the various operational areas of the
keeping adequate levels of liquidity (cash and firmly variables and the applicable requirements). The Defined Group's Business Units, which jointly propose and
committed credit lines) based on detailed Benefit Pension Fund is regularly monitored by the implement best practices at the level of various
forecasting of cash requirements (reviewed in 2016 Pension Fund Committee that meets at an established policies, standards and operating procedures,
to cover two years of refinancing); iii) an appropriate frequency, in terms of the value of its assets and the inspection and regular preventive maintenance, as
strategy to diversify funding sources; and iv) the variations in terms of its liabilities (e.g., actuarially well as crisis management and business continuity
diversification of debt type and maturity profiles. related). plans for catastrophic events. Secondly, a
• Regarding access to and the cost of credit, the significant part of the remaining risk is mitigated
EDP Group has achieved, despite the adverse Operational risks through a comprehensive set of insurance policies
economic context, all funding necessary for the (essentially at the level of property damage, civil
usual roll over of debt and to finance the Group's The operational risks encompass the risk factors other than liability and environment), ensured in an integrated
business. EDP's Group has successfully continued those linked to the energy and financial business of the EDP manner through a dedicated area - the Insurable
with its strategic commitment to reduce leverage Group in the various countries and markets where it operates, Risks Unit of EDP Global Solutions. This approach
(expressed as Net Debt/EBITDA excluding associated with the planning, construction and operation of ensures consistency of risk management policies
Regulatory Assets) over forthcoming years. physical assets, implementation of processes, systems and and dissemination of best practices, as well as
Additionally, the Group has acted towards legal litigation and compliance. The operational risks can be strengthening the Group's negotiating position. The
increasing the average maturity of its debt and broken down into five different types: insurance policies in force contribute to relevant
reducing its average cost. mitigation of the impact of major incidents (e.g.
those associated with extreme and wide-ranging
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atmospheric phenomena, revenue unavailability of collaboration with Business Units (end-users) critical Directors of its subsidiaries, based on the information
generation assets or relevant compensation to third levels and maximum unavailability timings allowed for provided by legal advisors and on the analysis of pending
parties), as well as very low-frequency incidents of each key application. Disaster recovery redundant lawsuits, recognizes provisions to cover the losses estimated
catastrophic impact (e.g. earthquakes). systems have also been sized and implemented to as probable, related with litigations in progress. This
• Regarding operating losses, the EDP Group is, address the business specifications (particularly strict treatment includes not only ongoing disputes (litigation in
firstly, liable for regulatory penalties if it does not for critical systems related with, for example, the courts and out-of-court), but also the main contingencies in
meet the objectives set for distribution efficiency implementation of financial transactions, dispute and not materialized (and which may also translate
(technical losses) and also, on the other hand, for the communication and grid operation and trading of into a negative impact, through the materialization of a
loss of revenue associated with increased energy). Business Units with operational information dispute).
consumption of non-invoiced energy (non- systems (i.e., EDP Produção and E-Redes) have
technical losses). The various energy distribution specialized teams to guarantee the security and • Regarding potential unethical conduct by employees
Business Units (E-Redes, EDP España, Espírito integrity of systems. Additionally, regarding cyber or other associated entities, the EDP Group provides
Santo and São Paulo) are responsible for this risk. security, a number of mitigation measures have been regular training (for all employees) on ethical models of
Programs are continuously developed to monitor developed, namely i) the creation of a Security action and behaviour in case of transgressions in the
and mitigate this risk (including the launch of Operations Centre (SOC) dedicated to the continuous ethical field. This risk is monitored by the EDP Group's
comprehensive programs to combat fraud). monitoring of the security of IT/ OT infrastructures, ii) the Ethics Ombudsman Office, an internal structure
creation of a cyber range to simulate and test the responsible for collecting, analysing and assessing, in
• Process execution risks, associated with irregularities reaction of employees in case of cyber-attack, iii) the Ethics Committee, all allegations of unethical
in the implementation of various processes (particularly, insurance coverage of cyber risks, and iv) the behaviour, under strict conditions of confidentiality and
but not limited to, commercial activities, supplier development of training and other awareness initiatives protection of the respective sources. In addition, the EDP
selection and management, billing and collection from about the key principles of information security. Group's Ethics Committee is responsible for defining
customers, planning and budgeting of activities). This • Legal and compliance risks, associated with losses lines of action to mitigate and sanction unethical
risk is monitored by the various Business Units. Its arising from non-compliance with existing tax, labour, behaviour, whenever necessary, according to the facts
mitigation regarding financial reporting is controlled administrative, or civil legislation, or any other, that has collected and reported by the Ombudsman. Risks
through the group-wide Financial Reporting Internal an economic (penalties, compensation and agreements) associated with non-compliance with processes or
Control System (SCIRF), which systematically assess and reputation impact. corruption are also monitored by the Compliance &
both quantitatively and qualitatively the existence and Internal Control.
adequacy of the design and documentation of the EDP Group analyses, monitors, and reports the aggregate
various existing processes, as well as their internal exposure and material developments to all relevant bodies,
control mechanisms, based on annual cycles. whether at the level of the Board of Directors or the General
• Systems risks, associated with both the non- and Supervisory Board. In addition to overall exposure and by
availability of information systems, as well as failure in country, all cases deemed to be of a material nature
the integrity and security of their data, due to a growing (contingency over EUR 2.5 million) are collected, analysed,
sophistication and integration of the several informatic and reported individually. All ongoing processes are
systems and technologies. These risks are managed by evaluated and classified individually by legal advisors as
dedicated areas within each the Business Unit probable, possible, or remote, according to their probability
(centralized in the Digital Global Unit for Portugal and of resulting in a negative impact on the EDP Group. The
Spain). To mitigate IT risks, there were established in Executive Board of Directors of EDP and the Boards of
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54. Identification, analysis, evaluation, treatment, and monitoring of risks • The identification of risks refers to mapping and updating the main risks associated with
the Group's activity, as well as representing them in a structured repository - the
taxonomy of risks. This exercise is, in the first place, the responsibility of each of the
Business Units and Corporate Global Units within their respective scope, and the Risk -
Corporate Global Unit, in coordination with the respective risk-officers, is responsible for
validating and integrating the various exercises in a general repository (at the EDP Group
level). In this sense, a mapping of the EDP Group's main risks in relation to the budget
and/or business plan, of the main emerging risks, and of the climatic risks (in accordance
with the TCFD recommendations) complemented by local exercises in some Business
Units, is carried out on a recurrent basis. More recently, the EDP Group's risk taxonomy
was revised to guarantee the inclusion of ESG risks in a structured manner, and
complemented by a specific taxonomy of ESG risks with greater detail, thus promoting
the adoption of a common language and facilitating the structuring of the various risk
identification exercises carried out in the scope of specific risks and/or or Business Units.
• The analysis of risks is related to the establishment of criteria to evaluate the nature and
materiality of risks, as well as the analysis of the respective individual and aggregate
exposure in accordance with the defined criteria. This exercise is, in the first place, the
responsibility of each Business Unit and Corporate Global Units within their respective
scope, and it is up to the Risk - Corporate Global Unit, in coordination with the respective
risk-officers, to support the respective execution, namely through the development of
adequate methodologies. This standardization and systematization of analysis and
assessment criteria enables risks of heterogeneous natures to be compared, to inform the
various decision-making bodies about the relative orders of magnitude of the various
risks, and to guide the prioritization of management and mitigation actions, as well as the
definition of clear risk management policies at various levels (including the definition of
limits). In addition to the isolated analysis of individual risks, risk-return analyses and
quantitative risk maps (based on EBITDA@Risk, Cash-flow@Risk or other
methodologies) are also systematically carried out, supporting the Group's main strategic
decisions and guidelines (for example, at the level of the Group's Strategic Plan,
investment decisions).
Given the size of EDP Group and its geographical diversity, it is important to define a common • The evaluation of risks consists of comparing the risk profile with the Group's risk
process for all Business Units that recognizes and manages the heterogeneity of businesses exposure appetite (explicit or implicit), as well as the consequent definition of adequate
and activities in which the Group operates. Accordingly, risk management in the EDP Group strategies for the respective treatment, when necessary. This exercise is the responsibility
can be divided into five major integrated and structured phases (identification, analysis, of the Executive Board of Directors and the various Business Units, supported by the
evaluation, treatment, and monitoring), complemented by a previous phase of establishment respective risk-officers, who act in articulation with the business management (risk-
of context, and adequate levels of communication between all stakeholders: owners) and with the Risk - Corporate Global Unit, led by the Chief Risk-Officer. In this
Integrated Annual Report 2022 Corporate Governance Report Information on Ownership Structure, 438
Organisation and Corporate Governance
sense, we should highlight the formalisation of a risk appetite for the EDP Group, which According to the adopted methodology and approved Internal Control of Financial Reporting
simultaneously serves the external purpose of structuring a holistic narrative articulated Standard, activities were carried out related to the implementation, maintenance, monitoring
around the strategic pillar of controlled risk for the EDP Group, as well as the internal and assessment of the internal control system, within the competence of those responsible
purpose of promoting reflection on strategic options of risk-return trade-offs. that participate in it at the corporate level, business unit level/ geographies of the EDP Group.
• The treatment consists of the appropriate implementation of the risk strategies
previously established, including the definition of adequate control mechanisms. This It is highlighted the development of the following activities:
exercise is the responsibility of each of the Business Units and Corporate Global Units,
within their respective scope. • Planning and monitoring the annual ICFR cycle, maintenance and review of reference
• The monitoring ensures the effectiveness of action on identified risks, both with regard to models, conceptual and methodological support to Corporate Centre Departments,
control and periodic reporting of the position in terms of the various risk factors, and with Business Units and Geographies;
regard to the effective implementation of policies, standards and procedures established • Defining ICFR Scoping Model based in the consolidated financial information, supported
for risk management. This exercise is the responsibility of the Executive Board of Directors on materiality and risk criteria on a "top down" approach (Compliance & Internal Control)
and the Group's various Business Units. The Risk - Corporate Global Unit and the risk- and "bottom up" approach (Corporate Centre, Business Units and Geographies) on
officers of the various Business Units are responsible for promoting and stimulating risk annually basis and mid-year review, where the processes considered relevant are
management and control activities, disseminating best practices and supporting the identified;
dissemination of concepts, methods, risk measures and key risk indicators (KRI). • Support for Corporate Centre Departments, Business Units and Geographies in the
Additionally, Risk - Corporate Global Unit and the respective network of risk-officers documentation and review of new controls and redesign of the existing, resulting from the
develop a set of management information reports at defined intervals, disclosed to the inclusion of new topics, by materiality and/or risk and legal, structural, procedural and/or
Executive Board of Directors and to the Boards of Directors of the various Business Units. accounting changes;
These reports allow the organization to regularly track KRIs that are aligned with • Identification, review, and appointment of ICFR responsibles, depending on the result of
performance metrics and, as such, mirror the risk profile at each moment. Additionally, the scope model application and on the review and/or update due to organizational,
these indicators are subject to risk limits in turn aligned with the objectives and strategy structural, legislative and operational changes in the Corporate Centre Departments,
of the EDP Group, thus allowing this to be implemented at the operational level. This Business Units and Geographies;
information and the evolution of the company's risk profile are also reported to the • Identification of relevant Information Systems that supports ICFR and analysis of "service
General Supervisory Board, through the Financial Matters /Audit Committee, namely organizations", for monitoring the issuance of the ISAE 3402 International Standard on
through the Risk Appetite dashboard that is shared quarterly. Assurance Engagements, reports corresponding to an independent assessment of the
control environment used by information technology service providers for EDP Group;
55. Main features of the risk management and internal control systems in place in the • Monitoring and support provided to Corporate Centre Departments, Business Units and
company for the disclosure of financial information Geographies in the resolution of identified non-compliances and improvement
opportunities and reporting to internal responsibles and supervisors;
EDP Group has implemented the Internal Control System of Financial Reporting (ICFR), based • Launch and monitoring of the self-certification process, through which those responsible
on criteria established by the regulatory framework of internal control issued by the for the internal control, declare their explicit recognition about the (i) sufficiency or
Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013), in insufficiency of the controls documentation in terms of updating and adjustment, (ii) its
relation to business processes and entity level controls, and the Control Objectives for execution and maintenance of evidence, (iii) actions approval and implementation
Information and Related Technologies (COBIT), in relation to the general controls of related to the resolution of non-compliance and improvement opportunities and (iv)
information technology. compliance with the Code of Ethics and the Integrity Policy of EDP Group;
• Monitoring of the annually assessment process conducted by the Statutory Auditor, in
terms of work planning and interactions with Corporate Centre Departments, Business
Units and Geographies.
Integrated Annual Report 2022 Corporate Governance Report Information on Ownership Structure, 439
Organisation and Corporate Governance
On this matter, the Statutory Auditor issued an independent report on the Group's Internal The following chart shows the communication channels through which EDP provides its
Control of Financial Reporting System related to the financial statements as of December 31, shareholders with information on each type of documentation.
2022, without reservations nor qualifications, presented in the annex "Reports, Certifications
and Declarations ", concluding with a reasonable degree of assurance, regarding the design
IR PHONE NUMBER 2
and effectiveness of the internal control of financial reporting system of EDP Group.
WWW.CMVM.PT
WWW.EDP.COM
IV. Investor Relations CHANNELS
IN PERSON 1
E-MAIL
56. Composition, duties and information provided by these services and their contact
information
ELEMENTS REQUIRED BY LAW OR REGULATION 3
The essential role of the Investor Relations – Corporate Global Unit is to act as the interlocutor
between EDP's Executive Board of Directors and investors and the financial markets in Notice of meeting √ √ √ √ √
general. It is responsible for all the information provided by the EDP Group, in terms of Executive Board of Directors' proposals √ √ - √ √
disclosure of privileged information and other market communications and publication of
Amendment of the Articles of Association √ √ - √ √
periodic financial statements, and it also ensures that the information requirements of the
regulatory and financial supervision authorities are met. Other proposals √ √ - √ -
Annual Report √ √ √ - √
In carrying out its duties, the department is in constant contact with investors and financial
analysts, providing all the information that they request, while observing the applicable legal Management and supervisory positions held in other Group
√ √ - √ √
companies by company officers
and regulatory provisions.
ADDITIONAL ELEMENTS
EDP's Investor Relations comprises five people and is coordinated by Miguel Viana. It is Ballots for voting by proxy √ √ √ √ -
located at the Company’s head office:
Ballots for voting by mail √ √ √ √ -
Avenida 24 de Julho, n.º 12, 4.º Piso – Poente Ballots for voting by e-mail √ √ √ √ -
1249-300 Lisboa
Clarification of any issues √ √ √ √ -
Telefhone: +351 21 001 2834
E-mail: [email protected] EDP Articles of Association and Regulations √ √ √ √ √
Site: www.edp.com 1
At EDP's headquarters;
2
IR phone number +351 21 001 2834;
3
Art. 289 of Companies Code and Regulation of CMVM 5/2008.
Integrated Annual Report 2022 Corporate Governance Report Information on Ownership Structure, 440
Organisation and Corporate Governance
57. Representative for market relations V. Website 62. Location of information on the names of members of
the corporate bodies, market relations representative,
The representative for market relations is Director Rui Manuel 59. Website Address investor relations office or equivalent body, their duties
Rodrigues Lopes Teixeira. and forms of access
EDP's website provides comprehensive legal or corporate
58. Percentage of and response time to queries received governance information, updates on the Group's activity and The names of members of the corporate bodies, market
in the year or pending from previous years complete financial and operational data in order to facilitate relations representative, investor relations office or
searches and access to information by shareholders, equivalent body, their duties and forms of access are
EDP's goal is for communication with the market to consist of financial analysts and others. available on EDP's website on: Model and Governing Bodies
objective, transparent information that is understandable to | edp.com | Policies and Documentation | edp.com
all stakeholders. In order to achieve such intent and bearing The information made available through this channel in
in mind the importance of keeping a trustworthy and Portuguese and English includes data on the Company, 63. Location of accounting documents, which must be
sustainable behaviour, EDP has adopted a financial financial statements and accounts, privileged information, available for at least five years and the six-monthly
reporting policy based on transparent and consistent the Articles of Association and Internal Regulation of calendar of company events disclosed at the start of each
information properly conveyed to investors and analysts. corporate bodies, the Group’s shareholder structure, half year, including General Meetings, disclosure of
preparatory documentation for General Meetings, historical annual, six-monthly and, if applicable, quarterly
In 2022, 90 market communications were made. The performance of EDP share prices, a calendar of Company accounts
Investor Relations received several requests for information events, the names of members of the corporate bodies and
during the year and the average response time to queries the representative for market relations, contact information The accounting documents and calendar of company events
was less than 24 hours. for the Investor Relations and other information of potential are available on EDP's website on: Results and Reports |
interest about the Group. EDP's website also allows visitors to edp.com | Investors | edp.com
The Company's efforts have been rewarded at several consult accounting documents for any financial year since
events. In 2022, EDP was nominated for the IR Magazine 1999. 64. Location of notice of meeting for General Meetings
Europe Awards 2022, having been considered the third- and all their preparatory and subsequent information
best company in the Utilities sector; it was also considered 60. Location of information about the company, its status
the eighteenth best company in Investor Relations in all as a public limited company, head office and other details The notice of meeting for General Meetings and all their
sectors in Europe. In addition to being recognized by IR mentioned in Article 171 of the Company Code preparatory and subsequent information are available on
Magazine, EDP was also awarded by Aeri (Spanish EDP's website on: General Meetings | edp.com
Association to the Investor Relations) in the 1st Iberian Equity The information set out in Article 171 of the Companies Code
Awards, with the Best IR Team in Portugal, Most improved is available on EDP's website on: Policies and Documentation 65. Location of history of decisions made at the
ESG program in Portugal, Most improved IR program in | edp.com company's General Meetings, the share capital
Portugal and Overall Corporate winner in Portugal. represented and result of votes for the previous three 3
61. Location of the Articles of Association and regulations years
of bodies or committees
The history of decisions made at the Company's General
The Articles of Association and regulations of bodies and Meetings, the share capital represented, and result of votes
committees are available on EDP's website on: Policies and are available on EDP's website on: General Meetings |
Documentation | edp.com edp.com
Integrated Annual Report 2022 Corporate Governance Report Information on Ownership Structure, 441
Organisation and Corporate Governance
D. Remuneration General and Supervisory Board, respectively by 98.69% and appointed by the General and Supervisory Board is set out in
98.58%. Item 29.
I. Power to set Remuneration
At the General Meeting of April 6, 2022, the individual and The members of the Remuneration Committee appointed by
consolidated financial statements for 2021, including the the General and Supervisory Board are mostly independent,
66. Power to set the remuneration of corporate bodies and
sole management report (including chapter on corporate as set out in Article 3(1) of its Internal Regulation, and their
company directors
governance and the remuneration report), the individual and declarations of independence are published at EDP's
consolidated accounts and the annual report and the opinion website.
As provided for in the EDP Articles of Association until the
of the General and Supervisory Board (which includes the
amendments resulting from the General Meeting held on 14
annual report of the Financial Matters/Audit Committee) and In 2022, the Remuneration Committee of the General and
April 2021, the remuneration of the members of the governing
the legal certification of the individual and consolidated Supervisory Board hired an external consultant – Mercer
bodies was fixed by a Remuneration Committee appointed
accounts were approved by the majority of the votes cast (Portugal), Lda. – to support it in the validation and
by the General Meeting, with the exception of the
(98.66% of votes in favour). certification of the calculation of the annual and multi-annual
remuneration of the members of the Board of Directors
variable remuneration of the Executive Board of Directors.
Executive Board, which were set by a Remuneration
The Remuneration Committee elected by the General
Committee appointed by the General and Supervisory
Meeting takes into account, for the purposes of the proposed In January 2023, the General and Supervisory Board also
Board.
remuneration policy for the members of the General and hired Mercer (Portugal), Lda. to provide services concerning
Supervisory Board, the Board of the General Meeting and the the certification of the evaluation process of the
These Committees submitted annually to the General
Statutory Auditor, namely, their fixed nature, as well as the abovementioned body, of its Specialized Committees and of
Meeting a declaration on the remuneration policy of the
mandatory rules on their determination, in particular the the Executive Board of Directors. The referred certifications
members of the governing bodies, pursuant to the provisions
provisions of number 2 of article 440 of the Commercial may be consulted at the 2022 Annual Report of the General
of paragraph 1 of article 2 of Law no. 28/2009, of 19 June.
Companies Code, which explains the criteria for determining and Supervisory Board.
the remuneration of the General and Supervisory Board, in
With the entry into force of Law no. 50/2020, of 25 August,
article 374-A of the Commercial Companies Code, pursuant 68. Knowledge and experience of remuneration policy of
which transposed Directive (EU) no. 2017/828 of the
to Law no. 50/2020, of 25 August, on the remuneration of the members of the Remuneration Committee
European Parliament and of the Council of 17 May 2017, the
members of the Board of the General Meeting and in article
Remuneration Committee is responsible to submit to the
60 of Decree-Law no. 224/2008, of 20 November, on the The Remuneration Committee of the General and
Company's General Shareholders’ Meeting a proposal for a
remuneration of the Statutory Auditor. Supervisory Board is composed of members of the General
Remuneration Policy for the Members of the Governing
and Supervisory Board with qualifications and experience in
Bodies.
II. Remuneration Committee remuneration policy, according to Annex I of the current
Report. On the other hand, the Remuneration Committee
Following the General Shareholders’ Meeting held on 14 April
67. Membership of the Remuneration Committee, appointed by the General Meeting is composed of a number
2021, was approved as were the proposal for the
including names of the natural or legal persons hired to of members not less than three, with adequate knowledge
remuneration policy of the members of the governing bodies
assist and declaration on independence of each member and experience in matters of remuneration policy, in
submitted by the Remuneration Committee appointed by the
and consultant accordance with article 2 of the respective Internal
General Meeting, the proposed policy remuneration of the
Regulation and in accordance with the curricular notes
members of the Executive Board of Directors, which was
The membership of the Remuneration Committee appointed attached to the proposal for election at the General Meeting
submitted by the Remuneration Committee appointed by the
by the General Meeting and of the Remuneration Committee available at: Appointment of the members of the
Integrated Annual Report 2022 Corporate Governance Report Information on Ownership Structure, 442
Organisation and Corporate Governance
Remuneration Committee to be appointed by the General The multi-annual variable component is linked to the responsibilities resulting therefrom, in particular the lower
Shareholders’ Meeting – Item 11 of the Agenda | edp.com quantitative and qualitative objectives of EDP's Business overall remuneration level of the Executive Board of
Plan, the fulfilment of which will be evaluated at the end of a Directors, the Remuneration Policy in force has
III. Remuneration Structure period of three years, with the respective payment subject to eliminated a remuneration level in the Executive Board of
partial deferral. The multi-annual variable remuneration is Directors, reducing, compared to the previous
69. Remuneration policy of management and supervisory paid exclusively in shares representing the share capital of Remuneration Policy, from three to two, the levels of
bodies EDP. remuneration of the members of the Executive Board of
Directors, under the following terms: (i) annual base
Executive Board of Directors The determination of the variable annual and multi-annual remuneration of the CEO: 800,000.00 Euro; and (ii)
remuneration of the members of the Executive Board of annual base remuneration of the other members of the
The Executive Board of Directors' Remuneration Policy Directors in accordance with the Remuneration Policy is the Executive Board of Directors: 560,000.00 Euro. The base
ensures a (fixed) base remuneration, the payment of which is responsibility of the Remuneration Committee of the General remuneration of the members of the Executive Board of
not dependent on performance evaluation, which must be and Supervisory Board. Directors is paid in 14 monthly instalments.
fair, competitive, and sufficiently relevant in relation to the • Annual variable remuneration - The maximum annual
total remuneration, in order to allow greater flexibility in the The payment of the variable remuneration is subject to the variable remuneration may not be higher than 80% of the
conformation of the variable component of the remuneration. permanence of the member of the Executive Board of base remuneration in force in the year to which the
Directors at EDP until the end of the annual or three-year referred annual variable remuneration refers, being
The Remuneration Policy of the Executive Board of Directors period of relevant performance, without prejudice to the determined, and falling due, after the approval of
comprises a variable remuneration, with an annual provisions of the Remuneration Policy. accounts for the year to which it relates. The annual
component, and a multi-annual component, with the nature variable remuneration has the nature of an incentive /
of reward/incentive appropriate to the individual and The Remuneration Policy approved at the General performance bonus linked to short-term financial and
collective performance of the members of the Executive Shareholders’ Meeting held on 14 April 2021 determines non-financial objectives (linked to the business plan and
Board of Directors and the promotion of good conduct, taking therefore the following: budget), analysed annually, with a reflection on the year
into account EDP's short- and long-term, financial, and non- under evaluation and possible repercussions in the
financial objectives that are achieved, and the way in which • Fixed remuneration - The base remuneration of the following years, being paid in cash. The amount of the
they were achieved (pay for performance). members of the Executive Board of Directors must be annual performance bonus will be determined within
aligned with the base remuneration practiced by a group three months after the approval of EDP's accounts at the
The annual variable component is linked to financial and of companies comparable with EDP, of the national Annual General Shareholders Meeting each year, by
non-financial objectives established in accordance with market (PSI 20 Index) and of the international electricity reference to the previous annual performance period. Key
EDP's Annual Budget, measured annually, with an impact on sector, in terms of size, market capitalization, risk profile, annual performance indicators (and weightings)
the year and subject to evaluation and consequent relevance and geographic implantation, also pursuant to the budget for the year at stake are as follows:
repercussion in the following years, being paid in cash. The considering, at all times, the complexity of the functions
annual variable remuneration must be determined after the performed, the remuneration conditions of EDP workers • regarding the quantitative component: (i) Growth –
approval of EDP's accounts at the Annual General Meeting and the non-increase of the average remuneration gap of Earnings per share recurring (20%), (ii)
each year, by reference to the previous year/period of annual the market between workers and managers. Considering shareholder remuneration – Total Shareholder
performance. The payment of multi-annual variable the reduction in the number of members of the Executive return vs Eurostoxx utilities (20%), (iii) Balance
remuneration is partially deferred. Board of Directors and the organizational / functional sheet solidity – Funds from Operations/Net Debit
review of the same with the consequent increase in (10%), (iv) Operational efficiency – Recurring Cash
Integrated Annual Report 2022 Corporate Governance Report Information on Ownership Structure, 443
Organisation and Corporate Governance
OPEX (10%); (v) ESG indicator(s)(20%) including Governance) policies and objectives. Key multi-annual The remuneration of the Chairman of the General and
Dow Jones Sustainability Index Results, performance indicators for the three-year term of office Supervisory Board was fixed considering, namely, the
performance in the employees’ yearly climate study (and weightings) against the 2021-2025 Business Plan necessary availability for the exercise of the respective
and performance in the customer satisfaction index; subject to a prior favourable opinion of the General and functions as well as the significant institutional
the 80% resulting from the weighted sum of these Supervisory Board of 24 February 2021, after approval by representation component required. The remuneration of the
indicators reflects a performance that is common to the Executive Board of Directors: Chairman of the General and Supervisory Board also
all members of the EBD; and, • Regarding the quantitative component: (i) includes the costs associated with the use of the vehicle and
Shareholder remuneration - Total shareholder its driver.
• regarding qualitative component: (i) return vs Eurostoxx utilities (40%); (ii) Growth -
implementation of the Business Plan in the year Earnings per share recurring cumulative (20%) and The Remuneration Committee elected by the General
(25%), (ii) team management (25%), (iii) Teamwork (iii) ESG indicators (20%) including increase of Meeting defined the remuneration policy for the members of
(25%) and (iv) Stakeholder management (25%). share of renewable energy production, emissions the General and Supervisory Board, having as a guiding
This 20% weighting results from an individual reduction and Bloomberg Gender Equality Index principle that it should be simple, transparent, moderate,
qualitative assessment carried out by the Performance. The 80% resulting from the weighted adapted to the working conditions performed and the
Remuneration Committee of the General and sum of these indicators reflects a performance that Company's economic situation, but, also competitive and
Supervisory Board, based on the individual is common to all members of the Executive Board of equitable, in order to guarantee the purpose of creating value
performance of each member of the Executive Directors. The remaining 20% result from an for shareholders and other stakeholders.
Board of Directors and, after consultation with the individualized qualitative assessment carried out
Executive Board of Directors. by Remuneration Committee, based on the Based on these criteria and considering the challenges that
individual performance of each of the members of the Company intends to pursue during the next term of office,
• Multiannual variable remuneration - The multiannual the Executive Board of Directors, and after the Remuneration Committee elected by the General
variable remuneration will be calculated and will be due consulting the Executive Board of Directors. Meeting decided that the following guidelines should apply:
within 3 (three) months after the approval of accounts for • Regarding qualitative component (i) strategy and
the last financial year of the three-year period to which it execution (25%), (ii) employee development (25%), • a distinction must be maintained between the
relates and will be paid in EDP Shares. The number of EDP (iii) teamwork and new forms of working and (25%) remuneration attributed to the members of the General
shares to be awarded to each member of the Executive stakeholders management (25%). Supervisory Board and those fixed to the members of
Board of Directors will be the one resulting from the the Executive Board of Directors, with the former not
quotient between the value of the remuneration For more detailed information please see Part IV – being allocated a variable remuneration component or
calculated as to be paid in EDP shares after performance Remuneration Report. any other remuneration supplement.
evaluation, and the price attribution of EDP shares • the performance with merit and the complexity of the
corresponding to the average price of EDP shares in the General and Supervisory Board functions performed by the members of each body
last month prior to the General Shareholders' Meeting on must be considered, so that the cohesion, stability, and
14 April 2021: 4.95 Euros. The multi-annual variable In compliance with the provisions of article 440 of the development of the Society are not jeopardized.
remuneration will be measured according to the Commercial Companies Code, the remuneration of the • regarding the Chairman of the General Supervisory
fulfilment of long-term financial and non-financial members of the General and Supervisory Board is of a fixed Board, it must be considered that the functions require
objectives in accordance with the Business Plan nature, taking into account the duties performed. great availability and include a strong component of
approved by EDP, including the Company's sustainability institutional representation. He may also chair the
metrics within the scope of ESG (Environment, Social and
Integrated Annual Report 2022 Corporate Governance Report Information on Ownership Structure, 444
Organisation and Corporate Governance
Financial Matters Committee/Audit Committee, 70. How remuneration is structured to allow alignment of variability of the remuneration determined for them by the
without additional remuneration. the interests of the members of the managing body with Company.
• if the chairmanship of the Financial Matters the company's long-term interests and how it is based on
Committee/Audit Committee is assigned to another assessment of performance and discourages excessive For more detailed information please see Part IV –
member of the General Supervisory Board, other than risk-taking Remuneration Report.
its Chairman, he/she must have a compatible
remuneration, depending on the responsibility of the As set out in the Remuneration report, the Remuneration 71. Reference to a variable remuneration component and
position and the requirement of availability. Policy of the Executive Board of Directors comprises a any impact of performance evaluation on this component
• in any case, the Chairman of the General Supervisory variable remuneration, with an annual component, and a
Board, or the Chairman of the Financial Matters multi-annual component, with the nature of As described above, in item 69, the Remuneration Policy in
Committee/Audit Committee, if they are separate reward/incentive appropriate to the individual and collective force is composed of three components: (i) fixed
persons, may not accumulate any other remuneration in performance of the members of the Executive Board of remuneration, (ii) annual variable remuneration and (iii)
relation to the basis assigned to them. Directors and the promotion of good conduct, taking into multi-annual variable remuneration.
• it is also important to differentiate the performance of account EDP's short- and long-term, financial and non-
other specific functions, within the scope of the General financial objectives that are achieved, and the way in which For more detailed information please see Part IV –
Supervisory Board, namely the participation of they were achieved (pay for performance). Remuneration Report.
members of the General Supervisory Board in other
committees, as well as the functions performed in these Pursuant to the principles set out in the Remuneration Policy 72. Deferral of payment of variable component of
committees. approved at the General Shareholders’ Meeting, the remuneration and its length
• finally, it should be considered that, historically, the remuneration of the members of the Executive Board of
remuneration of the Chairman of the Board of the Directors should be aligned with the interests of The payment of annual performance bonus is partially
General Meeting is similar to the remuneration shareholders, be focused on the creation of long-term value deferred in 30% of its value throughout a 2-year period, with
attributed to the Chairman of a Committee. For this and be compatible with adequate risk management and the payment to be carried out in 50% each year, with EDP
reason, the remuneration of the Chairman of the Board rigorous, thus contributing to the Company's strategy, to its reserving through the Remuneration Committee of the
is aligned accordingly, and his inherent membership of values and long-term interests and to its sustainability. General and Supervisory Board the possibility of not applying
the position of Member of the General Supervisory such deferral when the annual amount of the bonus is not
Board is also considered. The right to variable remuneration and its effective payment higher than 20% of the relevant base remuneration.
is conditioned to the non-performance, by the members of
For more detailed information please see Part IV – the Executive Board of Directors, of any malicious illegal acts The multi-annual variable component is linked to the
Remuneration Report. known after the evaluation has been carried out, and which quantitative and qualitative objectives of EDP's Business
cause damage to EDP or jeopardize the sustainability of Plan, the fulfilment of which will be evaluated at the end of a
performance of EDP and are the subject of a claim for period of three years, with the respective payment subject to
compensation to EDP, by shareholders or third parties. partial deferral. The multi-annual variable remuneration is
paid exclusively in shares representing the share capital of
EDP’s Executive Board of Directors Members do not enter EDP.
into contracts, either with the Company or with third parties,
the effect of which is to mitigate the risk associated with the The payment of two thirds of the multi-annual variable
remuneration payable in EDP shares will be deferred and
Integrated Annual Report 2022 Corporate Governance Report Information on Ownership Structure, 445
Organisation and Corporate Governance
must be paid in two equal and successive annual metrics within the scope of ESG (Environment, Social and • Use of a vehicle, in terms of the culture and practice
instalments, ensuring that the payment of the multi-annual Governance) policies and objectives. consistently followed at EDP for service vehicles, which
variable remuneration is made in the third year after each includes, for the members of the Executive Board of
year of performance of the plan. multiannual year in The payment of two thirds of the multi-annual variable Directors, the assignment of a driver, payment of costs
reference, the first one due, respectively, and the second two remuneration payable in EDP shares will be deferred and and expenses related to the vehicle and its use.
years after the annual General Meeting at which the EDP must be paid in two equal and successive annual
accounts corresponding to the last year of the term in instalments, ensuring that the payment of the multi-annual The benefits and rights granted to the members of the
question are approved. variable remuneration is made in the third year after each Executive Board of Directors under the employment
year of performance of the plan. multiannual year in contracts they have entered into with EDP will be suspended
For more detailed information please see Part IV – reference, the first one due, respectively, and the second two during the exercise of their duties as members of the
Remuneration Report. years after the annual General Meeting at which the EDP Executive Board of Directors, thus not adding to the benefits
accounts corresponding to the last year of the term in and rights above indicated.
73. Criteria on allocation of variable remuneration in question are approved.
shares and executive directors' maintenance of these The benefits and rights attributed to the members of the
shares, any agreements concluded concerning these The payment of a significant part of the component of the Executive Board of Directors under the terms of the
shares, such as hedging or risk transfer contracts, their multiannual variable remuneration in EDP shares reinforces Remuneration Policy may, by decision of the Remuneration
limit, and their association with total annual the focus on the capital market and the alignment of interests Committee of the General and Supervisory Board, with a
remuneration of the members of the Executive Board of Directors with favourable opinion from the Corporate Governance and
those of shareholders. Sustainability Committee, be adjusted according to the
The multiannual variable remuneration will be calculated and practices market and continued alignment with EDP's
will be due within three months after the approval of accounts 74. Criteria on allocation of variable remuneration in general Human Resources policy applicable at any given
for the last financial year of the three-year period to which it options, period of deferral and price of exercise time, and must be justifiably reported in the first
relates and will be paid in EDP Shares. remuneration report that is presented after the
EDP has no variable remuneration option schemes. aforementioned adjustment.
The number of EDP shares to be awarded to each member of
the Executive Board of Directors will be the one resulting from 75. Main parameters and basis of any annual bonus Pursuant to Article 402 of the Portuguese Companies Code
the quotient between the value of the remuneration system and any non-monetary benefits and Article 27(1) of EDP's Articles of Association, the
calculated as to be paid in EDP shares after performance Company may create old-age or disability retirement
evaluation, and the price attribution of EDP shares The members of the Executive Board of Directors also benefit pension supplements in favour of the members of the
corresponding to the average price of EDP shares in the last from the following additional benefits: Executive Board of Directors. EDP has not created a
month prior to the General Shareholders' Meeting on 14 April supplementary retirement pension fund or plan for directors,
2021: EUR. 4.95. • Payment of an annual Life Insurance and Personal instead making annual contributions / or co-contributions
Accident Insurance premium (along with the other with the director to a Retirement Savings Plan (PPR) in a net
The multi-annual variable remuneration will be measured associated costs); amount corresponding to 10% of the respective
according to the fulfilment of long-term financial and non- remuneration base. The PPR is subscribed by EDP with the
• Payment of an annual premium for / co-payment of /
financial objectives in accordance with the Business Plan insurance company of its choice, indicating the director as an
access to Health Insurance, extendable to spouse and
approved by EDP, including the Company's sustainability insured person, with EDP's defined contribution paid in 12
children (along with other associated costs);
monthly instalments. The PPR characteristics will correspond
Integrated Annual Report 2022 Corporate Governance Report Information on Ownership Structure, 446
Organisation and Corporate Governance
77. Annual aggregate and individual remuneration paid to the members of the company's managing body by the company, including fixed and variable remuneration and its different
components
The gross global amount paid by EDP to the members of the Executive Board of Directors in 2022 was 8,577,244 Euros, of which 4,882,553 Euros refer to the 2021-2023 term of office starting
on 19th January 2021 and 3.694.691 Euros regarding the 2018-2020 term.
The table below shows, in Euros, the gross remuneration amounts paid in 2022, individually, to the members of the Executive Board of Directors for the 2018-2020 term:
The table below shows, in Euros, the gross remuneration amounts paid in 2022, individually, to the members of the Executive Board of Directors in office, for the 2021-2023 term of office, as
well as the total gross remuneration amounts paid to each of these members in 2022:
TOTAL 2022
ANNUAL TOTAL
FIXED (TERMS 2018-2020
COMPONENT (2021) (TERM 2021-2023)
AND 2021-2023) (2)
Miguel Stilwell de Andrade 941,844 361,760 1,303,604 1,811,969
Miguel Nuno Simões Nunes Ferreira Setas 618,333 245,686 864,019 1,130,330
78. Amounts paid for any reason by other subsidiary or Group companies or companies
under common control
In 2022, no amounts earned by members of the Executive Board of Directors were paid by
other companies in a group 4 or control relationship or that are subject to a common control, in
Portugal or abroad
79. Remuneration in the form of profit-sharing and/or payment of bonuses and reasons
for these bonuses or profit sharing
EDP has no schemes in place for payment of remuneration in the form of profit-sharing and/or
payment of bonuses.
80. Compensation paid or owed to former executive directors for termination in the
financial year
For information regarding Item 80, please see Part IV – Remuneration Report
4
Definition of group within the meaning of paragraph g) of no. 1 of article 2 of Decree-Law no. 158/2009, of 13 July, in accordance with
paragraph d) of no. 2 of article 26-G of the Portuguese Securities Code.
Integrated Annual Report 2022 Corporate Governance Report Information on Ownership Structure, 449
Organisation and Corporate Governance
81. Annual aggregate and individual remuneration paid to the members of the company's 2. Other company bodies
supervisory bodies
Environment and Sustainability Board
1. General and Supervisory Board
Under the terms of the current remuneration policy, approved by the General Shareholders’
The gross global amount paid by EDP to the members of the General and Supervisory Board Meeting on 14 April 2021, the members of the Environment and Sustainability Board are
in 2022 was 2,037,999.64 Euros. entitled to receive an attendance fee per meeting in the amount of 1,750 Euros.
The following table shows the amounts of remuneration paid during the 2022 financial year In the 2022 financial year, the members of the Environment and Sustainability Board earned
to members of the General and Supervisory Board in office, for the 2021-2023 term: the remuneration indicated in the following table:
GROSS FIXED ENVIRONMENT AND SUSTAINABILITY BOARD (1) FIXO E GROSS FIXED EUROS
GENERAL AND SUPERVISORY BOARD EUROS
José Manuel Caré Baptista Viegas 1,750
João Luís Ramalho de Carvalho Talone 515,000
Joana Pinto Balsemão (2) -
China Three Gorges Corporation 70,000
Joaquim Manuel Veloso Poças Martins 1,750
China Three Gorges International Limited 70,000
Maria Mendiluce 1,750
China Three Gorges (Europe), S.A. 90,000
Pedro Manuel Sousa Mendes Oliveira 1,750
China Three Gorges Brasil Energia, S.A. 90,000 (1)
As a result of the activity carried out during 2022, each of the members José Manuel Caré Baptista Viegas, Joaquim Manuel Veloso
Poças Martins, Maria Mendiluce and Pedro Manuel Sousa Mendes Oliveira have earned 1,750 Euros in January 2023.
China Three Gorges (Portugal), Sociedade Unipessoal, Lda.(1) 95,000 (2)
Waived the respective remuneration.
DRAURSA, S. A. 110,000
Esmeralda da Silva Santos Dourado 110,000 REMUNERATION COMMITTEE OF THE GENERAL GROSS FIXED
SHAREHOLDERS’ MEETING (*) EUROS
Helena Sofia da Silva Borges Salgado Fonseca 115,000
Luís Miguel Nogueira Freire Cortes Martins 5,000
Zili Stephen Shao 90,000
José Gonçalo Ferreira Maury 5,000
Sandrine Dixson-Declève 90,000
Jaime Amaral Anahory 5,000
Luís Maria Viana Palha da Silva 95,000
(1)
Remuneration paid to the representative Miguel Espregueira Mendes Pereira Leite (*) Due to a processing error, in 2021, a payment of EUR 15,000 was advanced to the Chairman and of EUR 10,000 to the two other
members of the Remuneration Committee of the General Shareholders’ Meeting, amounts that were settled during the 2022 financial year.
Integrated Annual Report 2022 Corporate Governance Report Information on Ownership Structure, 450
Organisation and Corporate Governance
82. Remuneration of the Chairman of the General participates in management and business strategy decision 88. Control mechanisms set out in any employee share
Meeting of the Company. scheme so that they do not exercise their voting rights
directly
The Chairman and Secretary of the General Meeting do not On the other hand, it is reiterated that, in addition to the
earn any remuneration in that capacity, given that they are situations reported in the Remuneration Report, there are no The Company has no such control mechanisms.
remunerated as a member of the General and Supervisory agreements in force at EDP that provide for payments in the
Board and Company Secretary, respectively. event of dismissal or termination by agreement of director's E. Transactions with Related Parties
duties.
The Vice-Chairman of the General Shareholders’ Meeting,
elected on 6 April 2022, waived the respective remuneration. I. Mechanisms and Procedures of Control
VI. Stock Purchase Option Plans or Stock
Options 89. Company mechanisms for monitoring transactions
V. Agreements Affecting Remuneration with related parties
85. Plan and its beneficiaries
83. Contractual limitations for compensation payable to As part of its improvement of governance practices, and
directors for dismissal without due cause and their There are no option rights granted for the acquisition of since 2009, EDP, and in particular the General and
association with the variable component of shares (stock options) from which the Company's employees Supervisory Board, has been promoting the review of internal
remuneration. and employees are beneficiaries. regulations that governing transactions with related parties,
with a constant search for the adoption of better practices by
In addition to the situations reported in the Remuneration 86. Description of the plan (conditions for award, clauses the Company
Report, there are no contracts in force at EDP that provide for on non-saleability of shares, shares price criteria, price of
payments in the event of dismissal or termination by options in financial year, period in which options can be To this end, a review of the internal regulations that regulate
agreement of the director's duties. exercised, characteristics of shares or options, incentives conflicts of interest and business between related parties
for purchase of shares or exercise of options) was promoted, and, in 2023, the Policy on Transactions with
84. Description and amounts of agreements between the Related Parties came into force, available for consultation on
company and members of the managing body and There are no option rights granted for the acquisition of the EDP website: Transactions with Related Parties Policy |
directors, as set out in Article 248-B (3) of the Securities shares (stock options) from which the Company's employees edp.com
Code, providing for compensation in the event of and personnel are beneficiaries.
dismissal without due cause or termination of The Financial Matters Committee / Audit Committee is
employment following a change of company control 87. Stock options of company employees responsible for issuing a reasoned opinion on matters subject
to a prior opinion by the General and Supervisory Board,
Under the European Union legislation regarding market There are no option rights granted for the acquisition of which concern transactions between related parties,
abuse, EDP has no directors other than the members of the shares (stock options) from which the Company's employees supported, whenever applicable, by reasoned opinions from
General and Supervisory Board and of the Executive Board of and employees are beneficiaries. the Risk and Compliance Departments, which must be made
Directors. known to the General and Supervisory Board.
90. Transactions that underwent controls in the year parameters for measuring the economic or strategic value of 91. Procedures and criteria applicable to the supervisory
the operations that must be submitted for its opinion, and body's prior assessment of transactions between the
Attentive to the current reporting obligations, the Executive these were updated by the referred Board on the 13 May company and holders of qualifying shareholdings or
Board of Directors, during 2022, submitted to the General 2021. entities related to them in any way
and Supervisory Board the information concerning the
transactions between related parties. Such information In this context, in 2022, 8 investment/divestment operations The rules in force applicable to the issuance of a prior opinion
concerned the transactions listed below: were submitted to the General and Supervisory Board for a and to the expedited mechanisms of opinion in urgent cases
prior opinion, with an average amount above 350 million of the General and Supervisory Board were updated on 13
• EDP Group, through EDP Clientes, S.A. provided Euros, as well as four financing operations, with the May 2021, as well as the procedures for communication and
electricity and gas supply services as well as the approximate average amount of 1.6 billion Euros provision of clarifications between that corporate body and
installation of solar panels to the company Cementos the Executive Board of Directors.
Tutela Veguín in the amount of approximately 90.8 Regarding the use of the expedited mechanism for issuing a
million Euros (Cementos Tutela Veguín is a subsidiary of prior opinion, two operations were submitted to the General The Articles of Association of EDP also establish that the
the Group Masaveu, which, in turn, holds 55.9% of the and Supervisory Board for financing reasons and seven General and Supervisory Board should set the parameters for
company Oppidum Capital, SL); operations regarding investments or divestments, with an measuring the economic or strategic value of the operations
• As disclosed to the market on 29 July 2022 and on 23 approximate average amount of 345 million Euros. The that must be submitted to it for an opinion, as well as establish
December 2022, EDP agreed to sell to China Kronos Solar Projects GmbH solar generation portfolio was expedited mechanisms for issuing an opinion in urgent cases
International Water & Electric Corporation, company acquired for the amount of 663 million euros, and was the or when the nature of the matter justifies it and the situations
that integrates China Three Gorges group, its 50% stake highest value transaction, approved under this mechanism in which exemption from issuing such an opinion is permitted
in Hydro Global Investment Limited, with registered during 2022. (Article 21 (7)). In fact, the expedited mechanism for issuing
office in Hong Kong, for US$ 68 million; an opinion by the General and Supervisory Board can only
• Additionally, and as disclosed to the market on 15 Also in this context, during the 2022 financial year, seven occur in situations of exceptional urgency or when the nature
November 2021 and on 27 June 2022, EDP, through its operations were submitted to the United States of America of the matter justifies it, as set out in the EDP’s Articles of
subsidiary EDP Renováveis, S.A., sold to China Three Business Affairs Monitoring Committee for a prior opinion, Association and the Internal Regulations of the General and
Gorges a 100% stake in an operational wind portfolio with with an average value of 385 million dollars, with the Supervision (Article 15(5)).
181 MW located in Spain, for an Enterprise Value of 328 maximum value of which was 600 million dollars. Regarding
million Euros. the issuance of a prior opinion by an expedited mechanism, With reference to prior opinion mechanism, General and
one operation was submitted to the United States of America Supervisory Board of EDP established a set of demanding
The General and Supervisory Board noted that, with basis on Business Affairs Monitoring Committee, with a of 247 million rules regarding the conclusion of business between related
the cases analysed and information provided by the dollars. parties, aimed at preventing situations of conflict of interests.
Executive Board of Directors for 2022, there was no evidence
that the potential conflict of interests in EDP operations were Regarding transactions analysed by the United States of In this context, it is important to highlight the provisions of the
resolved contrarily to the Company’s interests. America Business Affairs Monitoring Committee, none of Transaction with Related Parties Policy – reviewed in
them had a related party transaction underlying them. January 2023 - regarding the procedures and criteria
At the same time, it is important to highlight Article 17(2) of applicable to the intervention of the supervisory body for prior
EDP Articles of Association, that defines a number of matters assessment of the business purposes to be carried out
subject to prior opinion from the General and Supervisory between the Company and holders of qualifying holdings or
Board. This corporate body has competences to set the entities that are in any relationship with them. In particular, in
Integrated Annual Report 2022 Corporate Governance Report Information on Ownership Structure, 452
Organisation and Corporate Governance
legal transactions or de facto situations between related With respect to legal business or cases that exist between
parties that are likely to give rise to a conflict of interest related parties that are likely to give rise to a conflict of
between the parties involved, relevant to the pursuit of EDP's interests between those involved, which could impact the
interest, together with the request for a prior opinion from the interests of EDP, these should be subject to a preliminary
General and Supervisory Board or its waiver, the Executive opinion from the General and Supervisory Board:
Board of Directors must provide the following information:
• if the Financial Matters Committee/Audit Committee
• Summary description of the operations and the can meet before the General and Supervisory Board
responsibilities taken up by the parties; meeting, an opinion from this Committee should be
• Outline of the procedures used to select the requested, which should be presented to the General
counterparty, i.e., whether the operation was based on a and Supervisory Board for decision-making purposes;
call for tenders/market consultation procedure or direct • if it is not possible for the Financial Matters
contract award; Committee/Audit Committee to meet, the assessment
• In the event of direct contract award, the reasons for this of the potential conflict of interests must be made
decision; directly by the General and Supervisory Board within its
• In cases of calls for tenders/market consultation decision-making authority.
procedures, the type of contact established with the
potential interested parties and the identity of those II. Business Information
parties;
• In case of competitive tenders, the details of the different 92. Location of accounting documents providing
tenders and the criteria used for selection; information on transactions with related parties,
• The parameter used to check whether the transaction pursuant to IAS 24, or reproduction of the information
was performed under “normal market conditions for
similar operations”; Information on transactions with related parties, pursuant to
• Measures adopted to prevent, mitigate risks, or solve IAS 24, is set out in Note 43 of the consolidated and individual
potential conflicts of interests, namely the issuing of financial statements.
fairness opinions by independent entities prior to taking
a decision regarding the performance of a Transaction
with a Related Party;
• Indication, if applicable, of the multi-annual nature of the
operation, in which case the initial date of the
award/contract must be reported, as well as the date on
which the supplies and/or services are provided.
Integrated Annual Report 2022 Corporate Governance Report Assessment of Corporate Governance 453
PART II The choice of EDP to adopt the Corporate Governance Code issued by the IPCG, from the
moment it entered into force, and under the current version, reflects the concern of always
Governance According to the CMVM Circular, dated 11 January 2019, this Report is structured in
accordance with Article 1(4) of CMVM Regulation 4/2013, and therefore abides by the model
in its Annex I, not including the sections not applicable to EDP’s governance model.
1. Corporate Governance Code in Effect
2. Compliance assessment of the adopted Corporate Governance Code
EDP – Energias de Portugal, S.A. (EDP) is a listed company whose securities are admitted to
trading on the NYSE Euronext Lisbon stock market. The following table sets out IPCG’s corporate governance principles and recommendations as
included in the Corporate Governance Code, along with the identification, for each case, of
Following the entry into force of the Protocol between the CMVM and the Portuguese Institute EDP’s compliance or non-compliance with said principles or recommendations or, as the case
for Corporate Governance (Instituto Português de Corporate Governance - IPCG), on 13 may be, that the provisions to not apply to the Company. Complimentary information has been
October 2017, the Corporate Governance Code issued by CMVM was revoked, and changes included where the description of the Company’s shareholder structure and governance
were made to the Corporate Governance Code issued by the IPCG, available at www.cgov.pt model does not exhaust the scope of the underlying explanation of the respective principles or
recommendations.
COMPLIANCE DECLARATION
ADOPTED
PRINCIPLES AND RECOMMENDATIONS NOT ADOPTED COMMENTS REPORT DESCRIPTION
NOT APPLICABLE
CHAPTER I · GENERAL PROVISIONS
General Principle: Corporate Governance should promote and enhance the performance of companies, as well as of the capital markets, and strengthen the trust of investors, employees and the general public in the quality and transparency
of management and supervision, as well as in the sustained development of the companies.
Principle: Companies, in particular its directors, Regarding the disclosure of information, it is important to refer the existence of, on one hand,
should treat shareholders and other investors information flow mechanisms and, on the other hand, of corporate bodies and specialized
Item 15 | Item 21 | Item 22 | Item 27 |
equitably, namely by ensuring mechanisms and committees purposefully favouring information sharing. On that regard, EDP relies on an information
Item 29 | Item 52 | Items 55 to 65
procedures are in place for the suitable management sharing platform between the Executive Board of Directors and the General and Supervisory Board
and disclosure of information as well as between the Specialized Committees, accessible to all members of such bodies and
committees, without prejudice to restrictions on access to information regarding members who are
Recommendation I.1.1. The Company should in a situation of conflict of interests. Such information tool allows all members to have knowledge of
establish mechanisms to ensure, in a suitable and the most important documents, namely minutes and supporting documents to resolutions. The Item 15 | Item 21 | Item 22| Item 27 |
Adopted Executive Board of Directors provides to all other corporate body members all the requested
rigorous form, the timely disclosure of information to Item 29 | Item 52 | Items 55 to 65
its governing bodies, shareholders, investors and information in a timely and appropriate manner. Furthermore, the Investor Relations Department
aims to ensure the communication with analysts and investors of the Group companies in order to
Integrated Annual Report 2022 Corporate Governance Report Assessment of Corporate Governance 454
ADOPTED
PRINCIPLES AND RECOMMENDATIONS NOT ADOPTED COMMENTS REPORT DESCRIPTION
NOT APPLICABLE
other stakeholders, financial analysts, and to the guarantee the sustainability of the Company’s image and EDP’s notoriety, as well as to answer all
markets in general. information requests of regulatory entities and financial supervisory authorities. Moreover, the
Stakeholders and Institutional Relations Department ensures the institutional communication of the
Company through an integrated and consistent narrative before the Group’s stakeholders, in line
with the adopted vision and strategy in order to maximize the communication potential of the Group
towards its stakeholders and to contribute to a fluid and systematized information flow about the
Group and its activities. Finally, EDP has established a Corporate Centre that assumes a supporting
role to the Executive Board of Directors in the definition and control of the execution of the defined
strategies, policies and objectives. The Corporate Centre is organized by Corporate Departments
and Business Units, allowing a better optimization and efficiency of the organizational structure.
I.2. Diversity in the composition and functioning of the company’s governing bodies
Principle I.2.A Companies ensure diversity in the The respect for diversity within the governing bodies and in the appointment, procedures constitute one
composition of its governing bodies, and the of the structuring elements of EDP’s corporate purpose. The Internal Regulations of the corporate
Items 11 | Items 15 to 17 and 30 to 33
adoption of requirements based on individual merit, bodies, corporate entities and Specialized Committees which form part of EDP’s structure set forth
| Annex I
in the appointment procedures that are exclusively several provisions related to reputation, independence, and incompatibilities applicable to the
within the powers of the shareholders. members of those bodies. Regarding the General and Supervisory Board and the Executive Board of
Directors, EDP has a specific policy entitled “Policy on Selection of the Members of the General and
Principle I.2.B Companies should be provided with Supervisory Board and Executive Board of Directors” according to which the integration of several
clear and transparent decision structures and ensure skills, professional experiences, and knowledge, as well as genre and cultural diversity should always Item 21 | Items 27 to 31
a maximum effectiveness of the functioning of their
be assured, considering the specificities of the Company’s business. Such policy establishes that the
governing bodies and commissions. election proposal of any candidate to be submitted to the Shareholders’ General Meeting should be
Principle I.2.C Companies ensure that the functioning duly substantiated in what concerns the candidate’s profile and function to be performed, so as to
of their bodies and committees is duly recorded, enable the shareholders to verify the adequacy of the candidate’s profile, knowledge, and curriculum to
namely in minutes, to allow an understanding not only the functions to be performed. Under the abovementioned policy, some of the general selection criteria
are: (i) promotion of equality of rights and opportunities in a context of diversity; (ii) enhancement of Item 23 | Item 27 | Item 35
of the meaning of the decisions taken, but also of
their grounds and opinions expressed by their diversity, notably regarding age, gender, geographical origin, skills, competences, qualifications, and
members. experience; (iii) promotion of the increase in the number of members of the under-represented gender;
and (iv) prevention of potential conflicts of interest. Said selection policy also foresees the competences
that the members of the Executive Board of Directors and of the General and Supervisory Board should
possess, among which we highlight the following: (i) technical-professional competences suitable for
the function; (ii) integrity, ethics and professional and personal values; (iii) sufficient knowledge of the
Recommendation I.2.1. Companies should establish legal, regulatory and statutory rules applicable to its functions and to the Company; (iv) sufficient
standards and requirements regarding the profile of availability to comply with the respective legal and statutory functions; (v) fulfilment of the
new members of their governing bodies, which are independence requirements established by law and in the Articles of Association; (vi) commitment with
suitable according to the roles to be carried out. the provisions set forth in policies, codes and Internal Regulations of the Company; (vii) commitment
Besides individual attributes (such as competence, towards compliance with the best corporate governance practices; (viii) competences and experience
Items 11 | Items 15 to 17 | Items 30 to
independence, integrity, availability, and Adopted in company management, risk management and supervision suitable for the function and (ix) industry
33 | Annex I
experience), these profiles should take into knowledge and experience in the sector. In particular, regarding gender diversity, it is convened by
consideration general diversity requirements, with compliance with Law 62/2017, of 1 August, related to the balanced representation between men and
particular attention to gender diversity, which may women in governing and supervisory bodies in public sector entities and listed companies.
contribute to a better performance of the governing Furthermore, EDP has a diversity policy according to which it undertakes to (i) promote mutual respect
body and to the balance of its composition. and equal opportunity, (ii) acknowledge the differences as a source of strengthening human potential
and valuing diversity in organizing, managing and in the strategy, and (iii) adopt positive discrimination
and awareness measures, not only internally but also towards the community in order to have an
effective and efficient implementation of the diversity policy. Under the terms of Law no. 62/2017, of 1
Integrated Annual Report 2022 Corporate Governance Report Assessment of Corporate Governance 455
ADOPTED
PRINCIPLES AND RECOMMENDATIONS NOT ADOPTED COMMENTS REPORT DESCRIPTION
NOT APPLICABLE
August, and in full compliance with applicable law, EDP shareholders have resolved on 5 April 2018 to
appoint new members of the management and supervisory bodies of the Company for the 2018-2020
triennium, in a way that safeguards a 20% representation of persons of each sex in the Executive
Board of Directors and the General and Supervisory Board. The members of the Executive Board of
Directors for the 2021-2023 triennium were appointed at the Extraordinary General Shareholders
Meeting held on 19 January 2021, with representation at that body now standing at 40%, above legal
requirements.
At the General Shareholders’ Meeting held on 14 April 2021, the members of the General and
Supervisory Board were elected and therefore the representativeness of this body is also higher than
that provided for in the applicable legislation. As set out in EDP’s Gender Equality Policy, updated for
the 2021-2022 period, available at www.edp.com and at www.cmvm.pt, gender equality is of
civilizational importance, as a corollary of the equality of rights, freedoms, guarantees, opportunities
and recognition between genders. It also enables the enhancement of skills and knowledge through the
inclusion of all, promoting a better and more motivating work environment and, consequently, greater
levels of productivity and retention of talent.
The General and Supervisory Board, the Executive Board of Directors, the Financial Matters
Committee / Audit Committee (FMC/AC), the Corporate Governance and Sustainability Committee
(CGSC), the Remuneration Committee (RC) and the United States of America Business Affairs
Monitoring Committee (BAMC) have specific Internal Regulations that establish its functioning (in
particular the exercise of the respective duties, chairmanship, periodicity of meetings, functioning,
duties of their members and duty to draft detailed minutes of the respective meetings). In relation to
the applicable specific articles, please see the chart below:
ADOPTED
PRINCIPLES AND RECOMMENDATIONS NOT ADOPTED COMMENTS REPORT DESCRIPTION
NOT APPLICABLE
Duty to draft Minutes 4.º [I.2.2 (6)]
EDP has had a policy for the communication of irregularities since 2006. In 2022, and following the
entry into force of Law 93/2021 of 20 December, which transposes Directive (EU) 2019/1937, EDP
reformulated its whistleblowing channels with a view to structuring an Integrated Whistleblowing
Management System. To this end, EDP adopted a technological platform common to all complaint
Recommendation I.2.4. A policy for the channels, which safeguards the segregation of information of each channel. Also in 2022, EDP
communication of irregularities (whistleblowing) approved the Whistleblowing Management Regulation Speak Up that sets forth reception
should be adopted that guarantees the suitable mechanisms and procedures, irregularities communication retention and processing on several
means of communication and treatment of those matters received by the Company on alleged unethical behaviour that does not comply with the law
Adopted Item 15 | Item 49 | Items 50 to 55
irregularities, with the safeguarding of the and internal regulations in force. Under the terms of this Regulation, the communication of
confidentiality of the information transmitted and the irregularities is handled as confidential information by all those who receive information on the
identity of its provider, whenever such confidentiality reported facts and the anonymity of the whistleblower is assured, if he/she so requests.
is requested. Further information is available at Speak Up Channel and Whistleblowing Management Regulation.
In 2021, the Integrity Policy as well as the remaining procedures and compliance mechanisms
associated to this program where the object of training directed at the employees and have been
internally disclosed for review in EDP’s internal communication channels. Within the scope of the
Anti-Money Laundering and Terrorist Financing Compliance Program, obliged entities have
Integrated Annual Report 2022 Corporate Governance Report Assessment of Corporate Governance 457
ADOPTED
PRINCIPLES AND RECOMMENDATIONS NOT ADOPTED COMMENTS REPORT DESCRIPTION
NOT APPLICABLE
implemented specific internal regulations and a horizontal procedure for the communication of
suspicious operations. This Speak Up Channel, which was initially set up in 2006 (as Irregularities
Communication Channel) to enable the reporting of potential financial irregularities, has been
restructured in 2022 and ensure the possibility of reporting potential violations related to money
laundering and terrorist financing. Further information: Anti-Money Laundering (AML) Reporting
Channel.
All Internal Regulations set forth reporting and information sharing mechanisms. In particular, it
should be highlighted the relevance of the information sharing platform between the General and
Supervisory Board and the Executive Board of Directors. Regarding the applicable provisions, one
Recommendation I.3.2. Each of the company’s should highlight:
boards and committees should ensure the timely and - Articles of Association: Article 22 (1) (L);
suitable flow of information, especially regarding the - Internal Regulation of the Executive Board of Directors: Articles 5 (1) (e) and 10 (4);
respective calls for meetings and minutes, necessary Adopted - Internal Regulation of the General and Supervisory Board: Article 5 (c) and (e), and Article 11 (1) (a); Items 21 to 45
for the exercise of the competences, determined by Article 14 and Article 17;
law and the bylaws, of each of the remaining boards - Internal Regulation of the Financial Matters / Audit Committee: Article 5 (1) (f), Article 10 (1) (a) and
and committees. Article 13;
- Internal Regulation of the Remuneration Committee: Article 5 (1) (d); Article 10 (1) (a) and (2);
- Internal Regulation of the Corporate Governance and Sustainability Committee: Article 5 (e); Article
10 (1) (a), (2), and (3) (c); Articles 12 and 13;
Integrated Annual Report 2022 Corporate Governance Report Assessment of Corporate Governance 458
ADOPTED
PRINCIPLES AND RECOMMENDATIONS NOT ADOPTED COMMENTS REPORT DESCRIPTION
NOT APPLICABLE
- Internal Regulation of the United States of America (USA) Business Affairs Monitoring Committee:
Article 5 (d); article 9 (1) (a).
Principle: The existence of current or potential Since 17 May 2010, EDP has implemented rules on identification, internal reporting and actions to be
conflicts of interest, between members of the carried out should a case of conflict of interests occur. This Regulation is applicable to all EDP Group
company’s boards or committees and the company, employees that have a decision-making role on the completion of a transaction with related parties. Item 10 | Item 18 | Item 20 | Item 21 |
should be prevented. The non-interference of the In 2021, and with the review of internal regulations, the Transaction with Related Parties Policy came Item 91
conflicted member in the decision process should be into force, aiming to establish general principles of action and reporting in order to identify, prevent,
guaranteed. detect and settle situations of conflicts of interest in Related Party Transactions, which was revised
in January 2023. In addition, it aims to contribute to the promotion of ethics and integrity in the
Recommendation I.4.1. development of the business of EDP and other companies and/or entities forming part of the EDP
The members of the managing and supervisory Group, ensuring compliance with legislation and the principles and rules laid down.
boards and the internal committees are bound, by The Internal Regulations of EDP’s bodies and committees set forth provisions by which the members Item 10 | Item 18 | Item 20 | Item 21 |
internal regulation or equivalent, to inform the Adopted of such bodies and committees should inform the respective body or committee on facts that could Item 91
respective board or committee whenever there are constitute or give cause to a conflict between his/hers interests and the corporate interest, the
facts that may constitute or give rise to a conflict communication of a conflict of interest occurs whenever there are facts that may constitute or give
between their interests and the company’s interest. rise to it, and not limited to the deliberative context. All corporate bodies and Specialized
Committees’ Internal Regulations set forth a specific provision on the conduct to be adopted by the
respective body or committee member in case of an effective or apparent conflict of interests, as
Recommendation I.4.2. Procedures should be well as a duty to provide information or clarifications. The respective articles that specifically set
adopted to guarantee that the member in conflict forth this recommendation are the following:
does not interfere in the decision-making process, - Internal Regulation GSB: Article 10 Item 10 | Item 18 | Item 20 | Item 21 |
Adopted - Internal Regulation EBD: Article 6
without prejudice to the duty to provide information Item 91
and other clarifications that the board, the committee - Internal Regulation FMC/AC: Article 9
or their respective members may request. - Internal Regulation RC: Article 9
- Internal Regulation CGSC: Article 9
- Internal Regulation BAMC: Article 8
Principle: Due to the potential risks that they may Regarding this matter, in addition to the legal and statutory provisions, there is an internal regulation
hold, transactions with related parties should be on conflicts of interest and transactions with related parties, reviewed in January 2023 -
justified by the interest of the company and carried Transactions with Related Parties Policy – which is available for consultation at EDP’s website. Item 10 | Items 89 to 92
out under market conditions, subject to principles of Under the terms of EDP’s Articles of Association and the applicable law, the Executive Board of
transparency and adequate supervision. Directors is responsible for the management of the Company and for transaction with related
parties purposes, are deemed decision-makers: (i) the members of EDP's corporate bodies and its
Subsidiaries Companies; (ii) first-line managers of the EDP Corporate Centre reporting directly to
the management; (iii) first-line managers of the company controlled by EDP who report directly to
Recommendation I.5.1. the management within the scope of the activity of that company or of a company under its Control;;
The managing body should disclose in the corporate (iv) EDP employees, regardless of their labour contract, who may individually perform acts in the
governance report or by other means publicly Adopted amount equal to or greater than EUR 100,000, as a result of the respective delegations of powers or Item 10 | Items 89 to 92
available the internal procedure for verifying in accordance with the limits arising from the respective established legal relationships;
transactions with related parties. (v) whenever the EBD expressly qualifies EDP Group employees as decision-makers, indicating the
respective scope of activity. All decision-making persons should therefore report any information
deemed relevant over transactions performed or to be performed with related parties, namely with
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NOT APPLICABLE
controlled companies or with the own decision-makers. There are also identified in Transaction with
Related Parties Policy, transactions of significant relevance, specifying the type and scope of the
transactions subject to prior opinion. Furthermore, article 17 (2) of EDP’s Articles of Association sets
forth a range of matters subject to favourable prior opinion of the General and Supervisory Board,
with the Board retaining power to set the parameters, in terms of economic or strategic value of the
transactions, that should be subject to opinion, namely regarding acquisitions and disposals of
goods, rights or shareholdings of a significant amount, under the terms of article 21 (7) of EDP’s
Articles of Association and article 15 of the General and Supervisory Board Internal Regulation. The
General and Supervisory Board is responsible for, under the scope of the annual and interim
management EDP report assessment and taking into consideration the activity performed by the
Financial Matters Committee/Audit Committee, analyse, and issue an opinion regarding
transactions with related parties. In effect, the General and Supervisory Board contains a
Specialized Committee, the Financial Matters Committee/Audit Committee, whose attributions
include reviewing related party transactions. Its Internal Regulation clarifies that the final decision is
up to the General and Supervisory Board, in accordance with article 12 (1) (i). Furthermore, the
Corporate Governance and Sustainability Committee is responsible for monitoring and supervising
the systems for evaluating and resolving conflicts of interest, namely regarding the Company's
relations with shareholders, by analysing the proposed remedies for situations that reported to it by
the Committee by the Financial Matters Committee/Audit Committee. EDP also displays a set of
rules on the issuance of prior opinion by the General and Supervisory Board, as well as the
communication procedures between the General and Supervisory Board and the Executive Board
of Directors. In addition, the Executive Board of Directors should, within 20 (twenty) days of the end
of each quarter, inform the General and Supervisory Board of all “significant transactions”, being set
forth in the respective policy the elements that should be submitted on such communication (see
Article 22 (1) (l) of the Articles of Association and article 14 (1) (k) of the General and Supervisory
Board Internal Regulation). The General and Supervisory Board intervention in the assessment
made to such transaction is always preceded of the analysis and scrutiny of the Executive Board of
Directors. Also, under the terms of the Internal Regulation in force regarding this matter, the General
and Supervisory Board and, more specifically, the Financial Matters Committee/Audit Committee
analyses all transactions between EDP and subsidiaries in the amount equal or superior to: (i) EUR
75M, for subordinated and standard loans; (ii) EUR 75M for purchase, sale, marketing or supply of
electricity and natural gas (and connected products and services) and (iii) EUR 5M for all other
transactions.
Recommendation I.5.2.
The managing body should report to the supervisory
For Transaction with Related Parties Policy purposes, the Executive Board of Directors should
body the results of the internal procedure for verifying
adopted inform the General and Supervisory Board, within 20 (twenty) days after the end of each quarter, of Item 10 | Items 89 to 92
transactions with related parties, including the
all transactions that constitute relevant situations.
transactions under analysis, at least every six
months.
ADOPTED
PRINCIPLES AND RECOMMENDATIONS NOT ADOPTED COMMENTS REPORT DESCRIPTION
NOT APPLICABLE
shareholders in matters of corporate governance is a
positive factor for the company’s governance.
Principle II.B
The company should stimulate the personal
participation of shareholders in general meetings,
Item 5 | Item 6 | Item 7 | Item 10 |
which is a space for communication by the
Items 12 to 16 | Item 56
shareholders with the company’s boards and
committees and also of reflection about the company
itself.
Principle II.C
The company should implement adequate means for Item 5 | Item 6 | Item 7 | Item 10 |
the participation and remote voting by shareholders Items 12 to 16 | Item 56
in meetings.
Recommendation II.1.
The company should not set an excessively high
[II.1.(1)] EDP establishes in Article 14 (1) and (2) of its Articles of Association that to each share
number of shares to confer voting rights [II.1.(1)], and it
corresponds one vote and that all shareholders with voting rights may participate in the Item 5 | Item 6 | Item 7 | Item 10 |
should make its choice clear in the corporate Adopted
Shareholders’ General Meeting provided that they have such capacity on registration date. [II.1.(2)] Items 12 to 16 | Item 56
governance report every time its choice entails a
- Not applicable.
diversion from the general rule: that each share has a
corresponding vote [II.1.(2)].
Recommendation II.2.
The company should not adopt mechanisms that Article 11 (3) of EDP’s Articles of Association establishes that Shareholders’ General Meeting
Item 5 | Item 6 | Item 7 | Item 10 |
make decision making by its shareholders Adopted resolutions are adopted by a majority of voting cast, unless a legal or statutory provision requires a
Items 12 to 16 | Item 56
(resolutions) more difficult, specifically, by setting a qualified majority.
quorum higher than that established by law.
While EDP has always favoured maximizing shareholder participation in general meetings, which
entails direct interaction with the holders of its share capital, which constitutes a positive factor for
the proximity with its shareholding structure, for the efficient functioning of the Company and for the
pursuit of its corporate purpose, the COVID-19 pandemic context has inevitably altered that
understanding. EDP has held three General Shareholder Meetings in a state of emergency, in 16
April 2020, in 19 January 2021 and in 14 April 2021, and this has required the implementation of
procedures to allow the meetings to take place remotely, as per the convening notices available at
Recommendation II.3. General Shareholders’ Meetings | edp.com
The company should implement adequate means for The quorum in the aforementioned Annual and Extraordinary General Shareholders’ Meetings were
Adopted
the participation and remote voting by shareholders respectively of 67,3% in April 2020, of 73,9068% in January 2021 and of 74.415 in April 2021.
in meetings. Due to these exceptional circumstances, all voting rights were exercised remotely, either by post or
by electronic means, as provided in Article 384(8) and (9) of the Portuguese Companies Code,
Article 22 of the Portuguese Securities Code, and in Article 14(6) and (8) of EDP’s Articles of
Association.
Holding the General Shareholders’ Meeting remotely has allowed all duly registered Shareholders to
access the live audio and video feed of the meeting. To that effect, a hyperlink to a digital platform
was sent the day prior to the meeting to the registered e-mail address of each shareholder who had
communicated its intent to attend.
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Besides being able to ask questions in writing, through the platform, about the topics included in the
Agenda which warranted clarification during the meeting, shareholders were allowed to submit
questions in advance, up to two days prior to the respective General Shareholder Meeting dates.
In the Extraordinary General Shareholders’ Meeting held on 19 January 2021 and the Annual
General Shareholders’ Meeting held on 14 April 2021, and in order to allow for the complete
clarification of the shareholder’s questions before they exercised their voting rights – without
prejudice to the timely disclosure of documents supplementing the Agenda and the
abovementioned alternative, shareholders were allowed to submit questions within the scope of
information rights as foreseen in Article 290 of the Portuguese Companies Code, up to 8 (eight)
days before the meeting, so that shareholders have all the questions they had before the exercise of
voting rights were fully clarified. At the General Shareholders’ Meeting held on 6 April 2022, EDP
implemented a hybrid model, giving shareholders the option to participate in the General
Shareholders’ Meeting in person or by telematic means.
EDP’s Articles of Association enable the exercise of voting rights by post (Article 14 (6)), they also, on
the other hand, determine the procedure for the exercise of postal vote, including by electronic
means, in accordance with requirements that ensure its authenticity (Article 14 (6) to (8). At EDP’s
website shareholders may find the necessary drafts for postal and e-mail voting. Due to the
Recommendation II.4. abovementioned exceptional circumstances, all voting rights in the General Shareholder Meetings
The company should also implement adequate held in April 2020 and January and April 2021 were exercised remotely, either by post or by Item 5 | Item 6 | Item 7 | Item 10 |
Adopted
means for the exercise of remote voting, including by electronic means, as provided in Article 384(8) and (9) of the Portuguese Companies Code, Article Items 12 to 16 | Item 56
correspondence and electronic means. 22 of the Portuguese Securities Code, and in Article 14(6) and (8) of EDP’s Articles of Association.
Holding the General Shareholder Meeting remotely has allowed all duly registered Shareholders to
access the live audio and video feed of the meeting. EDP has been actively seeking technological
solutions that are safe and ensure audio quality, transparency and voting secrecy, which are
compatible with the Portuguese legal framework, in order to implement real-time electronic voting.
Considering the current shareholder structure of the Company, this recommendation does not have
any practical applicability. However, over the past few years, the subject of statutory limitation on
voting rights has already been discussed by the General Shareholders Meeting of EDP on three
occasions, the last of which on 24 April 2019. The shareholders have thus been called on to decide
on limiting the number of votes. The continued existence of the limitation has prevailed, and the
Recommendation II.5.
reflection on the adjustment of the relevant ceiling for counting voting rights has been precisely to
The bylaws, which specify the limitation of the
progressively increase this level. The shareholding dynamics of the Company has thus proven to be
number of votes that can be held or exercised by a
perfectly in tune with the sense advocated in this recommendation, and to be sufficiently apt for
sole shareholder, individually or in coordination with
pursuing its goals, avoiding rigid formulas for this review set down in the Articles of Association,
other shareholders, should equally provide that, at
Not adopted which has also fostered a particularly intense scrutiny of this clause by shareholders, and does not
least every 5 years, the amendment or maintenance
constitute an impediment to adequate functioning of the market for corporate control.
of this rule will be subject to a shareholder resolution
These circumstances confirm that the voting cap does not prevent the relevant shareholders’
— without increased quorum in comparison to the
involvement in EDP’s corporate governance, again bearing in mind that three resolutions of the
legally established — and in that resolution, all votes
General Shareholders’ Meeting have been adopted, from 2011 to 2019, regarding this statutory
cast will be counted without observation of the
limitation. In effect, the voting limitation set forth in article 14 of the Articles of Association reflects
imposed limits.
the express wish of EDP’s shareholders through the General Meeting resolutions, in the defense of
the Company’s specific interests: (i) the increase of the limit from 5% to 20% was approved by the
shareholders at the General Meeting of 25 August 2011, involving the participation of 72.25% of the
share capital and the approval of a majority of 94.16% of the votes cast; (ii) a subsequent increase
to the current 25% cap was approved at the General Meeting of 20 February 2012, involving the
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participation of 71.51% of the share capital and the approval by a majority of 89.65% of votes cast
and (iii) the removal of the voting cap set out in the Articles of Association was rejected by a
majority of 56.61% of votes cast, with the participation of 64.29% of the share capital.
As provided for in EDP’s Corporate Governance Manual, there are no known measures in place that
prevent free transmission of shares and free performance assessment of the members of the
Executive Board of Directors. Identically, EDP has not entered into any significant agreements that
come into force, are amended or terminate in the event of a change in control of the Company
Recommendation II.6.
following a takeover bid, except for normal market practice in terms of debt issuance. In fact, EDP is
The company should not adopt mechanisms that
usually a party in financing agreements and issuer of bonds that include change of control clauses,
imply payments or assumption of fees in the case of
which are typical set forth in such agreements and securities and are necessary for the completion
the transfer of control or the change in the Items 4 and 5 | Remuneration
Adopted of transactions, not considering that its existence is likely to harm the economic interest in the
composition of the managing body, and which are Report
transfer of EDP shares, nor the free assessment by shareholders of the directors' performance.
likely to harm the free transferability of shares and a
Additionally, with regard to measures adopted that determine payments or the assumption of costs
shareholder assessment of the performance of the
by the company in the event of a change in the composition of the management body, and in
members of the managing body.
addition to the situations referred in the Remuneration Report, there are no contracts in force at EDP
that provide for payments in the event of dismissal or termination by agreement of the director's
duties, nor any other measures that determine the assumption of liabilities by EDP in the event of a
change in the composition of the management body.
The election proposal of any candidate of the General and Supervisory Board and of the Executive
Board of Directors to be submitted to the General Shareholder Meeting should be duly
substantiated, considering the candidate’s profile and function to be performed so as to enable the
Principle III.B
verification of the adequacy of the candidate’s profile, knowledge and curriculum. Among the
The composition of the supervisory body and the
established criteria are (i) the promotion of equality of rights and opportunities in a context of
non-executive directors should provide the company Item 21 | Item 29 | Item 31 | Item 68
diversity; (ii) the enhancement of diversity, notably in matters of age, gender, geographical origin,
with a balanced and suitable diversity of skills,
skills, competences, qualifications and experience; (iii) the promotion of the increase in the number
knowledge, and professional experience.
of members of the under-represented gender; (iv) prevention of potential conflicts of interest. As
provided in recommendation I.2.1, a selection policy is in force which sets forth specifically the skills
that the members of such bodies should possess.
Principle III.C
The supervisory body should carry out a permanent
Items 15 to 19 | Item 21 | Item 29
oversight of the company’s managing body, also in a
preventive perspective, following the company’s
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activity and, in particular, the decisions of
fundamental importance.
Recommendation III.1.
Without prejudice to the legal powers of the chair of
the managing body, if he or she is not independent,
the independent directors should appoint a
coordinator, from amongst them, namely, to: (i) act,
when necessary, as an interlocutor near the chair of
Not Applicable This recommendation is not applicable considering the Company’s governance model in force.
the board of directors and other directors, (ii) make
sure there are the necessary conditions and means to
carry out their functions; and (iii) coordinate the
independent directors in the assessment of the
performance of the managing body, as established in
recommendation V.1.1.
Recommendation III.2.
The number of non-executive members in the
managing body [III.2.(1)], as well as the number of
members of the supervisory body [III.2.(2)] and the [III.2(1)] This sub-recommendation is not applicable in light of the governance model in force at the
number of the members of the committee for Company. [III.2.(2)] The General and Supervisory Board is composed of a minimum of nine
financial matters [III.2.(3)] should be suitable for the members, but always higher than the number of directors, under Article 21 (1) of the Articles of
Adopted Item 15 | 17 | Item 21 | Item 29 |
size of the company and the complexity of the risks Association. [III.2.(3)] The Financial Matters Committee / Audit Committee should be composed by
intrinsic to its activity, but sufficient to ensure, with at least three independent members according to Article 3 of the Financial Matters Committee /
efficiency, the duties which they have been Audit Committee Internal Regulation, which is entirely proportional to the Company’s features.
attributed. The formation of such suitability judgment
should be included in the corporate governance
report.
Recommendation III.3.
In any case, the number of non-executive directors
Not applicable This recommendation is not applicable considering the Company’s governance model in force.
should be higher than the number of executive
directors.
Recommendation III.4.
Each company should include several non-executive
directors that corresponds to no less than one third,
but always plural, who satisfy the legal requirements
of independence. For the purposes of this
recommendation, an independent person is one who
is not associated with any specific group of interest Not applicable This recommendation is not applicable considering the Company’s governance model in force.
of the company, nor under any circumstance likely to
affect his/her impartiality of analysis or decision,
namely due to:
i. having carried out functions in any of the
company’s bodies for more than twelve years, either
on a consecutive or non-consecutive basis;
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ii. having been a prior staff member of the company
or of a company which is considered to be in a
controlling or group relationship with the company in
the last
three years;
iii. having, in the last three years, provided services or
established a significant business relationship with
the company or a company which is considered to be
in a controlling or group relationship, either directly or
as a shareholder, director, manager or officer of the
legal person;
iv. having been a beneficiary of remuneration paid by
the company or by a company which is considered to
be in a controlling or group relationship other than the
remuneration resulting from the exercise of a
director’s duties;
v. having lived in a non-marital partnership or having
been the spouse, relative or any first degree next of
kin up to and including the third degree of collateral
affinity of company directors or of natural persons
who are direct or indirect holders of qualifying
holdings, or
vi. having been a qualified holder or representative of
a shareholder of qualifying holding.
Recommendation III.5.
The provisions of (i) of recommendation III.4 does not
inhibit the qualification of a new director as
independent if, between the termination of his/her Not applicable This recommendation is not applicable considering the Company’s governance model in force.
functions in any of the company’s bodies and the
new appointment, a period of 3 years has elapsed
(cooling-off period).
EDP’s current governance model foresees the attribution to the General and Supervisory Board of a
significant function in this respect. While it does not have managerial attributes, as provided in
Article 422(1) of the Portuguese Companies Code, Article 17(2) of EPD’s Articles of Association
provides (as does Article 15 of the Internal Regulation of the General and Supervisory Board) that the
Recommendation III.6. Company’s strategic plan as well as the performance, by EDP or any of its subsidiaries, of the
The supervisory body, in observance of the powers following transactions are subject to prior favourable opinion of this body: (i) acquisition and sale of
conferred to it by law, should assess and give its assets, rights or shareholdings of significant economic value, (ii) contracting financing operations of Item 21 | Item 24 | Item 29 | Items 49
Adopted
opinion on the strategic lines [III.6.(1)] and the risk significant value, (iii) the opening and closure of establishments, or important parts thereof, and to 55
policy prior to its final approval by the management important increases or reductions in activity, (iv) other transactions or operations of significant
body [III.6.(2)]. economic or strategic value, (v) the commencement or termination of strategic partnerships or other
forms of lasting cooperation, (vi) plans for divisions, mergers or transformations, and (vii) changes to
the EDP’s Articles of Association, including moving the head office and increasing the share capital
proposed by the Executive Board of Directors. Also relevant are the specific attributions of the
Financial Matters Committee / Audit Committee regarding financial and accounting matters,
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internal auditing practices and procedures, the functioning of the Internal Control System of
Financial Reporting (SCIRF), matters relating to risk management procedures and compliance
mechanisms, as well as the work and independence of the Company’s statutory auditors. The
Financial Matters Committee/Audit Committee is responsible for monitoring, on a permanent basis,
the assessment of internal procedures regarding the effectiveness of the risk management system,
internal control and internal audit systems, and must evaluate and comment on the strategic lines
and policy of the EDP Group's corporate risk management prior to the respective final approval by
the Executive Board of Directors, under the terms of article 12 (2) (i) of the Internal Regulation of the
FMC/AUDC. The General and Supervisory Board is also involved in the EDP Group's Business Plan,
implicitly ensuring an alignment between management and shareholders with regard to the Group's
risk appetite. Key risk indicators are also regularly reported to the General and Supervisory Board, in
line with performance metrics and which allow this body to monitor the evolution of the Company's
risk profile.
[III.7(3)] The Remuneration Committee elected by the General Meeting (CVEN AG) is responsible for
submitting a proposal for a remuneration policy for the members of the General and Supervisory
Board, the members of the Board of the General Meeting, the ROC and the members of the
Environment and Sustainability Board. One of the guiding principles of CVEN AG's activity is based
on the definition of a simple, clear, transparent policy in line with EDP's culture, so that the
remuneration practice can be based on uniform, consistent, fair, and balanced criteria. In this
context, the remuneration policy proposed by CVEN AG aims to ensure levels of homogeneity and
stability compatible not only with the necessary cohesion of the governing bodies and bodies, but
also and above all with their non-executive nature, not being considered desirable to attribute
variable remuneration mandatorily conditional on the performance of the respective members. In
this context, it is considered appropriate to defend the - growing - differentiation between the
Recommendation III.7. remuneration treatment of directors with executive functions, on the one hand, and that of the
Companies should have specialized committees, remaining members of the other governing bodies, namely supervisory and supervisory bodies, on
separately or cumulatively, on matters related to the other hand. Thus, and in line with the provisions of the applicable legislation, the fixed
corporate governance [III.7.(1)], appointments remuneration safeguards the distance between the exercise of supervisory and/or supervisory
[III.7.(2)], and performance assessment [III.7.(3)]. In functions and the risk inherent to business activity, as well as the fundamental independence within Item 21 | Item 29 | Remuneration
the event that the remuneration committee provided Adopted the scope of supervision and/or unbiased and effective supervision. The aforementioned Report | Annual Reporto of the
for in article 399 of the Commercial Companies differentiating treatment is even reflected in the IPCG Code itself, namely under the terms of the General and Supervisory Board
Code has been created and should this not be Chapter V Principle, according to which “Society shall promote the evaluation of the performance of
prohibited by law, this recommendation may be the executive body and its individual members and also of the overall performance of the body”. of
fulfilled by conferring competence on such administration and of the specialized committees constituted within it.”. In this instance, the
committee in the aforementioned matters performance evaluation of members of corporate bodies other than the members of the Executive
Board of Directors, the General and Supervisory Board and the Specialized Committees is
performed in a different way, and, for this purpose, solid mechanisms of checks and balances and
internal control are sufficient. In this sense, in addition to the shareholder prerogative at the General
Shareholders’ Meeting, there are internal mechanisms, of an instrumental nature, to evaluate, at first
hand and with in-depth knowledge, the performance of the members of the governing bodies and
bodies, there are no benefits to establish a mechanism additional measure to assess the individual
performance of each of the members of EDP's corporate and governing bodies. In this sense, the
performance evaluation mechanisms are duly safeguarded, namely through the evaluation and
self-evaluation process of the General and Supervisory Board, certified by a specialized external
entity, including the Chairman of the Board of the General Meeting, of the evaluation process of the
Statutory Auditor by the FMC/AUDC, with the Environment and Sustainability Board being a social
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body with consultative functions and whose the monitoring of its activity is performed by the
Executive Board of Directors . Considering that the Remuneration Policy proposed by CVEN AG only
proposes to provide for the remuneration - always with a fixed nature - of the aforementioned
governing bodies and bodies and the Company having established effective and resilient internal
mechanisms of evaluation and control to assess the individual performance of each one of the
members, including their contribution to the functioning of the body and the relationship between
the various bodies of the Company, this sub-recommendation [III.7(3)] should be considered as
equivalent to adoption.
Principle IV.B
In determining the number of executive directors, it
should be taken into account, besides the costs and
the desirable agility in the functioning of the Item 17 | Item 18 | Item 19 | Item 21
executive board, the size of the company, the
complexity of its activity, and its geographical
spread.
Recommendation IV.1.
The managing body should approve, by internal The Internal Regulation of the Executive Board of Directors expressly addresses this issue. In
regulation or equivalent, the rules regarding the particular, Article 6 provides that board members cannot hold executive functions in more than two
Adopted Item 17 | Item 18 | Item 19 | Item 21
action of the executive directors applicable to their companies outside of the EDP Group, and the performance of such functions must be subject to
performance of executive functions in entities prior appraisal by the Executive Board of Directors.
outside of the group.
Recommendation IV.2.
The managing body should ensure that the company
acts consistently with its objects and does not delegate
powers, namely, in what regards: i) the definition of the This recommendation is not applicable in light of the Company’s governance model in force. In fact,
strategy and main policies of the company [IV.2.(1)]; ii) Not applicable in accordance with the dual governance model, the Executive Board of Directors does not delegate Item 17 | Item 18 | Item 19 | Item 21
the organization and coordination of the business any powers provided for in this recommendation.
structure [IV.2.(2)]; iii) matters that should be
considered strategic in virtue of the amounts involved,
the risk, or special characteristics [IV.2.(3)].
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Recommendation IV.3.
In the annual report, the managing body explains in
Item 21 | Items 50 to 55 |
what terms the strategy and the main policies
Adopted Management Report in the
defined seek to ensure the long-term success of the
Sustainability section
company and which are the main contributions
resulting therein for the community at large.
Principle
Item 21 | Item 24 and 25 | Item 27 |
The company should promote the assessment of
Item 29 | Item 52 | Item 54 |
performance of the executive board and of its
Remuneration Report | Annual
members individually, and also the assessment of the
Report of the General and
overall performance of the managing body and its
Supervisory Board
specialized committees.
[V.1.1.(1)] Under the terms of Article 5(4) of the Internal Regulation of the Executive Board of Directors,
the Chairman of the board should ensure the adoption of adequate mechanisms for the annual
evaluation of the functioning of the Executive Board of Directors and the performance of each of its
members. In addition, EDP has voluntarily implemented a formal and objective evaluation
procedure of the Executive Board of Directors’ activity that allows it to evaluate the compliance level
of the adopted measures. This is a distinctive practice adopted by the General and Supervisory
Recommendation V.1.1. Board which is aligned with the evaluation criteria of the Dow Jones Sustainability Index and
The managing body should annually evaluate its matches the recognition of the continuous excellence efforts of corporate governance practices
performance [V.1.1(1)] as well as the performance of that the General and Supervisory Board and the Executive Board of Directors have been
its committees [V.1.1(2)] and executive directors undertaking. It should be noted that this evaluation process, its content, questionnaire format, and
[V.1.1(3)], taking into account the accomplishment of respective conclusions was analysed and certified by an external consultant. At the beginning of Item 21 | Item 24 and 25 | Item 27 |
Adopted
the company’s strategic plans and budget plans, the each year, the General and Supervisory Board members are invited, during an interview, to answer a Item 29 | Item 52 | Item 54
risk management, the internal functioning and the questionnaire that allows to assess each personal perception regarding the performance of the
contribution of each member of the body to these Executive Board of Directors. In this questionnaire several topics are analysed: (i) composition and
objectives, as well as the relationship with the organization; (ii) performance of the Executive Board of Directors’ activity; (iii) the relationship
company’s other bodies and committees. between the Executive Board of Directors and the General and Supervisory Board; (iv) the
relationship between the Executive Board of Directors and other parties. The purpose of the
questionnaire is to be an objective reflection support that may be used by the General and
Supervisory Board to prepare an evaluation opinion on the performance of the Executive Board of
Directors that will then be presented to EDP shareholders to be voted. Such evaluation is available at
the Annual Report of the General and Supervisory Board – Statement of the Evaluation Process of
the Executive Board of Directors of EDP.
V.2 Remuneration
Principle V.2.A
The remuneration policy of the members of the
Items 66 to 88 | Remuneration
managing and supervisory boards should allow the
Report
company to attract qualified professionals at an
economically justifiable cost in relation to its financial
Integrated Annual Report 2022 Corporate Governance Report Assessment of Corporate Governance 468
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PRINCIPLES AND RECOMMENDATIONS NOT ADOPTED COMMENTS REPORT DESCRIPTION
NOT APPLICABLE
situation, induce the alignment of the member’s
interests with those of the company’s shareholders —
taking into account the wealth effectively created by
the company, its financial situation and the market’s
— and constitute a factor of development of a culture
of professionalization, sustainability, promotion of
merit, and transparency within the company.
Principle V.2.B
Directors should receive compensation:
i) that suitably remunerates the responsibility taken,
the availability and the expertise placed at the
Items 69 and 70 | Remuneration
disposal of the company;
Report
ii) that guarantees a performance aligned with the
long-term interests of the shareholders and promotes
the sustainable performance of the company; and
iii) that rewards performance.
Recommendation V.2.1. The Remuneration Committee appointed by the General and Supervisory Board is independent
The company should create a remuneration from the management and aims to submit a proposal for the remuneration policy of the members of
committee, the composition of which should ensure the Executive Board of Directors for approval by the General Shareholders’ Meeting, at least every
its independence from the management, which may Adopted four years and whenever a relevant change in the current remuneration policy, as provided for in Item 29 | Remuneration Report
be the remuneration committee appointed under the article 27 of the Articles of Association and article 28(b) of the Internal Regulations of the General
terms of article 399 of the Portuguese Companies and Supervisory Board.
Code. On the other hand, the Remuneration Committee of the General Meeting is responsible for setting
Recommendation V.2.2. the remuneration of the governing bodies, with the exception of the members of the Executive Board
The remuneration should be set by the remuneration of Directors, under the terms of the proposed remuneration policy to be submitted for approval by
Adopted the General Shareholders’ Meeting, as set out in the provided for in article 11 of the Articles of Item 29 | Remuneration Report
committee or the general meeting, on a proposal from
that committee. Association.
As stated in Article 12 of its Internal Regulation, the Remuneration Committee of the General and
Supervisory Board is responsible for
responsible for (i) preparing and submitting, at least every four years and whenever a relevant
change to the policy in force takes place, the remuneration policy for the Executive Board of
Recommendation V.2.3.
Directors Chairman and Members in line with the corporate governance best practices, namely by
For each term of office, the remuneration committee,
foreseeing criteria for the remuneration’s variable component, pursuant to applicable law and
or the general meeting, on a proposal from that
current best practices; (ii) proposing the several components of base and variable remuneration,
committee, should also approve the maximum
particularly the pension plans for retirement or incapacity; (iii) proposing remunerations according
amount of all compensations payable to any member Item 29 | Items 66 to 88 |
Adopted to the proposed policy, allowing the Company to attract, within a reasonable economic cost,
of a board or committee of the company due to the Remuneration Report
qualified professionals, induce the alignment of shareholders’ interests and constitute a
respective termination of office. The said situation as
development factor of a professionalization culture, promotion of merit and transparency within the
well as the amounts should be disclosed in the
Company; (iv) proposing the significant part of the multi-year variable remuneration to be deferred
corporate governance report or in the remuneration
in time, at least for a period of three years. The payment of which is conditional on not undertaking
report.
intentional unlawful acts known after completion of the assessment and which jeopardise the
sustainability of the company's performance; (v) annually evaluating the executive management
body considering, among other factors, compliance with the company’s strategy and previously
defined objectives, plans and budgets, in order to ponder and determine the variable remuneration
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of the EBD Chairman and Directors; (vi) assessing the individual performance of each member of
the EBD, including in this assessment the contribution of each member to the operating efficiency of
the body and relations with the different bodies of the company; (vii) monitoring the contractual
changes of the mandates of the Chairman of the EBD and the executive directors, that reflect on
their remuneration, particularly in the event of suspension or termination of those mandates; (viii)
proposing the maximum amount of compensation payable to the Chairman of the EBD and the
executive directors in the event of termination of office; (ix) evaluating the consequences, in the
scope of the adopted remuneration policy, of the possible remuneration to EBD Chairman or
Directors for holding an office in participated or Subsidiary Companies; (x) submitting to the
approval of the General Shareholders Meeting a proposal for the remuneration policy for EBD
Chairman and Directors, prepared in accordance with applicable law; (xi) establishing the
necessary mechanisms to coordinate its activity with the Remuneration Committee elected by the
General Shareholders Meeting in order to submit the remuneration determination proposal for the
remaining corporate bodies; (xii) monitoring the definition of the remuneration policies of the
Directors of Subsidiaries; (xiii) accompanying the publication of the remuneration policy approved
by the General Shareholders Meeting in the Company’s website, pursuant to applicable law and
(xiv) contributing to the preparation of the Remuneration Report in accordance with applicable law,
verifying its conformity and clarity.
The Remuneration Report identifies two extraordinary situations that resulted in the
attribution of remuneration instalments to be paid between 2021 and 2023, resulting
from termination agreements and non-compete agreements entered into with directors
of EDP Group officers with the approval of the Remuneration Committee of the General
and Supervisory Board, pursuant to article 429 of the Commercial Companies Code,
article 27 of EDP's Articles of Association and article 12 (h) of the Internal Regulations of
the Remuneration Committee of the General and Supervisory Board at a meeting held
on 13 November 2020, and the General and Supervisory Board, at the meeting held on
26 November 2020, expressed its agreement to the respective execution and granted
powers to two members of the Remuneration Committee of the General and
Supervisory Board to represent the Company in the signing of such agreements.
Recommendation V.2.4.
In order to provide information or clarifications to
shareholders, the chair or, in case of his/her Article 5 (2) of the Remuneration Committee Internal Regulation expressly sets forth that in order to
impediment, another member of the remuneration provide information or clarification to shareholders, the Chairman, or in his absence, other
committee should be present at the annual general Remuneration Committee member, shall ensure the presence in the Annual Shareholders’ General
Adopted Item 29 | Remuneration Report
meeting, as well as at any other, whenever the Meeting or in any other General Shareholders Meeting if the agenda covers any matter related to
respective agenda includes a matter linked with the the remuneration of the members of the Company’s bodies or committees, or if such presence is
remuneration of the members of the company’s required by shareholders.
boards and committees or, if such presence has been
requested by the shareholders.
Recommendation V.2.5. Within the company’s Both the Remuneration Committee of the General and Supervisory Board and the Remuneration
budgetary limitations, the remuneration committee Committee elected by the General Shareholders Meeting freely decide on the hiring by the
Item 29 | Item 67 | Remuneration
should be able to decide, freely, on the hiring, by the Adopted Company of the necessary or convenient consultancy services for the exercise of the respective
Report
company, of necessary or convenient consulting functions, as provided, namely, in Article 4 (6) of the Remuneration Committee of the General and
services to carry out the committee’s duties. Supervisory Board Internal Regulation and in article 4, no. 4 and no. 5 of the Internal Regulations of
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the Remuneration Committee appointed by the General Meeting. In particular, the members of the
Remuneration Committee appointed by the General Meeting may propose to the respective
Chairman, according to the budgeted amount, the hiring of technical and specialist services that
they deem necessary for the performance of their duties, pursuant to article 10 (1) (b).
In accordance with Article 4 (5) of its Internal Regulation, the Remuneration Committee of the
General and Supervisory Board ensures that the consultancy services on remuneration matters are
Recommendation V.2.6
provided with independence and that the respective service providers are not hired for the provision
The remuneration committee should ensure that
of any other services to the Company or any other controlled by the Company or subsidiary of the
those services are provided independently and that
Company without express consent of the Committee. Item 29 | Item 67 | Remuneration
the respective providers do not provide other services Adopted
In accordance with Article 4(5) of its Internal Regulations, the Remuneration Committee appointed Report
to the company, or to others in controlling or group
by the General Meeting ensures that consultancy services on remuneration matters are provided
relationship, without the express authorization of the
independently and that the respective providers will not be contracted to provide any other services
committee.
to the Company itself or to others that are in a domain or group relationship with it without the
express authorization of the Commission.
Recommendation V.2.8
A significant part of the variable component should
be partially deferred in time, for a period of no less The adoption of this recommendation results in particular of items 69 and 70 of this chapter and the
Item 69 | Items 70 and 72 |
than three years, being necessarily connected to the Adopted Remuneration Report (Part IV).
Remuneration Report
confirmation of the sustainability of the performance,
in the terms defined by a company’s internal
regulation.
Recommendation V.2.10
The remuneration of non-executive directors should
Not applicable This recommendation is not applicable considering the Company’s governance model in force.
not include components dependent on the
performance of the company or on its value.
V.3. Appointments
Principle.
Regardless of the manner of appointment, the profile,
Items 17 to 19
the knowledge, and the curriculum of the members of
the company’s governing bodies, and of the
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executive staff, should be suited to the functions
carried out.
The Selection Policy in force for the members of the General and Supervisory Board was
implemented in accordance with the best practices and is aimed at implementing transparent and
objective selection procedures. The appointment of the members of the General and Supervisory
Board and of the Executive Board of Directors Members results from a transparent and objective
selection procedure that evaluates the adequacy of the candidates, both individually and
collectively, taking into consideration the legal and statutory competences of such corporate
bodies, despite the fact that it is an attribution of the General Shareholders Meeting. In the scope of
Recommendation V.3.1. the selection process, the integration of a range of skills, professional experiences, diversity of
The company should, in terms that it considers knowledges, gender and culture must be ensured, bearing in mind the specificities of the
suitable, but in a demonstrable form, promote that companies’ businesses. The election proposal of any candidate of the General and Supervisory
proposals for the appointment of the members of the Board and of the Executive Board of Directors to be submitted to the General Shareholder Meeting
Adopted Items 17 to 19
company’s governing bodies are accompanied by a should be duly substantiated, so that shareholders may assess the candidates’ profile, knowledge,
justification regarding the suitability of the profile, the and curriculum considering the functions to be carried out. Noe also the specific competences set
skills and the curriculum vitae to the duties to be forth in the Corporate Governance and Sustainability Committee Internal Regulation, in particular
carried out. the powers to monitor, together with the Executive Board of Directors, the selection criteria, the
provision of necessary competences to the internal bodies and structures of the Company, its
subsidiaries and other entities in which the Company has the right to appoint members corporate
bodies, and their repercussions in the respective composition, all in articulation with EDP’s Selection
Policy and the criteria set out therein of merit, adequacy to function and diversity.
In this regard, EDP effectively promotes that the presentation of resolution proposals by
shareholders is made in accordance with the Selection Policy in force, by which said proposals are
required to be duly grounded.
Recommendation V.3.2.
The overview and support to the appointment of
members of senior management should be attributed Not applicable This recommendation is not applicable considering the Company’s governance model in force.
to a nomination committee unless this is not justified
by the company’s size.
Recommendation V.3.3.
This nomination committee includes a majority of Not applicable This recommendation is not applicable considering the Company’s governance model in force.
nonexecutive, independent members.
The Corporate Governance and Sustainability Committee, in coordination with the Executive Board
Recommendation V.3.4.
of Directors, shall oversee the preparation of the succession plans regarding the internal structures
The nomination committee should make its terms of
and bodies of the Company and its subsidiaries, as well as of other entities in which the Company
reference available, and should foster, to the extent of
has the right to appoint members of their corporate bodies. In this respect, a stated objective is to
its powers, transparent selection processes that
identify in advance potential additional human resources needs, in order to ensure the continuity of
include effective mechanisms of identification of
the Company's operations. Under the selection procedure of the candidates, it is considered
potential candidates, and that those chosen for Not applicable Items 17 to 19
advisable to resort to external independent consultants with specific expertise on these matters,
proposal are those who present a higher degree of
which should comply with the criteria and skills sets forth in the Selection Policy in force when
merit, who are best suited to the demands of the
selecting candidates. The Corporate Governance and Sustainability Committee should carry out a
functions to be carried out, and who will best
periodic review on the execution and compliance of the Selection Policy and should propose any
promote, within the organisation, a suitable diversity,
changes deemed necessary, reporting its conclusions on the adoption of the policy to the General
including gender diversity.
and Supervisory Board. The members to be appointed for the General and Supervisory Board and
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the Executive Board of Directors shall be individuals of recognized national and/or international
prestige, with professional knowledge and experience which are adequate to the exercise of the
respective functions. The curricula of candidates to the corporate bodies should be made available
on the institutional website of the Company. Along with the concern for each member's individual
adequacy, it is also intended that the composition of the corporate bodies demonstrates a collective
adequacy, by gathering as a whole the professional and personal qualities required for the proper
performance of the functions of each of EDP’s corporate bodies. Likewise, in order to determine the
number of members of the Executive Board of Directors, the costs and the desirable operational
agility of the management, the size of the Company, the complexity of its activity and the
geographical dispersion shall be pondered.
[VI.1.(1)] The Executive Board of Directors is the highest responsible for the risk management
decision-making, supervision, and control, and is in charge to set objectives and management
policies within the EDP Group. Among other attributions, the Executive Board of Directors is
responsible for the Business Plan, definition of risk policies, namely the respective exposure limits by
risk category and by resources allocation, according to the risk profile. On the other hand, the
General and Supervisory Board permanently monitors and assesses the efficiency of the risk
management system. As set forth in Article 17(2) of the Company’s Articles of Association, the
approval of the Company’s strategic plan and the execution of relevant transactions by the
Company its subsidiaries are subject to favourable prior opinion of the General and Supervisory
Recommendation VI.1.
Board. [VI.1.(2)] As stated in Article 4 (2) (n) of its Internal Regulation, the Executive Board of
The managing body should debate and approve the
Directors should “ensure that the Company risks are identified, assessed, controlled and managed,
company’s strategic plan [VI.1.(1)] and risk policy, Adopted Items 50 to 55
define risk objectives, set risk profiles of the Company and coordinate the decisions related to
which should include the establishment of limits on
material risks management.”. In this regard, the definition of EDP’s strategic objectives on risk
risk-taking [VI.1.(2)].
assumption matters should be subject to the appraisal of the General and Supervisory Board and
the Financial Matters Committee/Audit Committee, following a proposal of the Executive Board of
Directors, namely within the scope of the appraisal of the Company’s business plan. Furthermore,
the Executive Board of Directors should develop a continuous effort to improve the internal control
and risk management systems, assessing its efficiency and implementing measure deemed
adequate to reinforce the assured quality levels. It should also be noted that, periodically, the
Executive Board of Directors reports to the General and Supervisory Board and to the Financial
Matters Committee/Audit Committee on the identification and evolution of the main risks related to
EDP’s activity, quantifying its impact and the probability of occurrence of the risks deemed relevant.
Recommendation VI.2. In accordance with Article 12(2)(i) of its Internal Regulation, the Financial Matters Committee/Audit
The supervisory board should be internally organised, Committee shall, in carrying out its functions, pay special attention to the identification, evaluation,
Items 50 to 55 | Annual Report of
implementing mechanisms and procedures of Adopted risk management and control and evaluations of the internal level of compliance as well as the
the General and Supervisory Board
periodic control that seek to guarantee that risks continuous monitoring of performance and risk management system efficiency of the Company,
which are effectively incurred by the company are jointly with the Executive Board of Directors, following namely the risk control policies, the key risk
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consistent with the company’s objectives, as set by indicators (KRI) identification and the integrated risk evaluation methodologies, having the
the managing body. possibility to request to the Risk Management Department and to the Corporate Risk Department
the information deemed convenient, and should implement necessary mechanisms and procedures
adequate to that effect. The monitoring of risks ensures the effectiveness of action on identified
risks, both in terms of control and periodic reporting of the Group's position as regards several risk
factors, as well as the effective implementation of the policies, standards and procedures
established for risk management. This role is ensured by the Boards of Directors of the various
Group Business Units. The Risk Management Department and risk-officers are responsible for
promoting and enhancing risk control and management measures, disseminating best practices,
and supporting the disclosure of concepts, methods, risk measures and key risk indicators (KRI).
Additionally, the Risk Management Department, supported by the network of risk-officers, develops
a set of bi-weekly or quarterly reports sent to the Executive Board of Directors and to the Board of
Directors of each Business Unit. These reports allow the organisation to regularly follow KRIs that are
Recommendation VI.3. aligned with performance metrics and, as such, reflect the risk profile at each moment. In addition,
The internal control systems, comprising the these indicators are subject to risk limits that are aligned with the objectives and strategy of the EDP
functions of risk management, compliance, and Group, thus allowing this strategy to be implemented at the operational level. This information and
internal audit should be structured in terms adequate the evolution of the company's risk profile are also reported to the General and Supervisory Board,
namely through the Risk Appetite dashboard that is shared quarterly. Pursuant to Article 12(3) of its Item 50 | Items 53 and 54 | Annual
to the size of the company and the complexity of the
Adopted Internal Regulation, the Financial Matters Committee/Audit Committee is additionally authorized to Report of the General and
inherent risks of the company’s activity. The
(i) propose to the General and Supervisory Board the contracting of specialist services and Supervisory Board
supervisory body should evaluate them and, within its
competence to supervise the effectiveness of this independent consultants in accordance with the appropriate budgets, (ii) carry out other inquires in
system, propose adjustments where they are departments of the Company and its subsidiaries or group companies, when necessary in order to
deemed to be necessary. enable it to fulfil its duties, (iii) obtain all the information it requires in order to carry out its duties,
either directly or indirectly through the Chairman of the General and Supervisory Board, (iv) Attend
meetings of the Executive Board of Directors, where attendance at meetings at which the annual
accounts are to be considered is mandatory, (v) assess, annually, the activity and performance of
the Internal Audit as well as the work conditions adequacy namely the human resources and
technical means levels, (vi) assess, annually, the activity and performance of the Compliance &
Internal Control as well as the work conditions adequacy namely the human resources and technical
means levels, (vii) review, annually, in coordination with the Executive Board of Directors, the Internal
Audit Basic Standard, (viii) review, annually, in coordination with the Executive Board of Directors,
the Compliance System Regulation, and (ix) monitor on a permanent basis the communication of
the Company to the Statutory Auditors Association the conclusion of contracts, on behalf of the
Company, the nature and duration of the service to be provided.
Recommendation VI.4.
The supervisory body should provide its view on the
work plans and resources allocated to the services of Item 50 | Items 53 and 54 | Annual
the internal control system, including the risk Adopted Report of the General and
management, compliance, and internal audit Supervisory Board
functions, and may propose the adjustments deemed
to be necessary.
Recommendation VI.5. In accordance with Article 12(1)(r) of its Internal Regulation, the Financial Matters Committee/Audit
Item 50 | Items 53 and 54 | Annual
The supervisory body should be the recipient of the Committee shall supervise and monitor the accounts review and the individual and consolidated
Adopted Report of the General and
reports prepared by the internal control services, accounting documents namely taking into consideration eventual remarks of the Portuguese
Supervisory Board
including the risk management functions, Securities Market Commission (CMVM) and assess the content of the certification of accounts and
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compliance and internal audit, at least regarding audit annual reports with the Statutory Auditor, being the Financial Matters/Audit Committee the
matters related to the approval of accounts, the first recipient of such documents, namely regarding eventual reservations for recommendation
identification and resolution of conflicts of interest, presentation purposes to the General and Supervisory Board and the Executive Board of Directors. It
and the detection of potential irregularities. shall also receive the reports prepared by the internal control services, including risk management,
compliance, and internal auditing, at least whenever they relate to the preparation of accounts, the
identification or solution of conflicts of interest, and the detection of potential irregularities. In also
ensures the activity and independence of the Statutory Auditor, as foreseen in Annex II of its Internal
Regulation and in applicable laws and regulations, in order to assess its independence and
compliance with applicable laws, regulations and agreements, as well as principles and best
practices applicable to auditing companies and their representatives with the audited entities.
EDP has set several internal rules that set forth provisions on risk management strategies and
policies. On the Group Business Risk Management Manual of EDP it should be highlighted the
specific chapters on business risk management structures, on risks management procedures, on
business risk management tools and on periodic updating. Regarding EDP’s Risk Appetite
Recommendation VI.6. Based on its risk policy, the Execution document, the objective is to formalize and to disclose EDP’s risk approach, as a relevant
company should establish a risk management element of alignment and transparency towards shareholders and other stakeholders, as well as
function, identifying (i) the main risks it is subject to in further explain the controlled risk pillar. For further information please see: Corporate Risk
carrying out its activity [VI.6.(1)]; (ii) the probability of Management Policy | edp.com
occurrence of those risks and their respective impact Adopted [VI.6.(1)] Items 53 and 54 of this Report set forth the main risks that EDP is subject to in the Item 50 | Items 53 and 54
[VI.6.(2)]; (iii) the devices and measures to adopt performance of its activity.
towards their mitigation [VI.6.(3)]; and (iv) the [VI.6.(2)] Under item 53 of this Report, EDP identifies the probability of occurrence of each risk
monitoring procedures, aiming at their associated with its activity and the respective impact.
accompaniment [VI.6.(4)]. [VI.6.(3)] Regarding the instruments and measures adopted in order to mitigate risk, EDP adopts
such sub-recommendation as set out in items 53 and 54 of this Report.
[VI.6.(4)] The adoption of this sub-recommendation regarding the monitoring procedures is set
forth in item 54 of this Report being the respective risk management structured in six main phases,
being the “monitorization” phase the penultimate one.
As referred in the comments to recommendation VI.I, the Executive Board of Directors of EDP should
develop a continuous effort on improving the internal risk control and management systems,
assessing their efficiency, and implementing the adequate measures to reinforce the quality
assurance levels. It should also be noted that, periodically, the Executive Board of Directors reports
to the General and Supervisory Board and to the Financial Matters Committee / Audit Committee on
Recommendation VI.7. the identification and evolution of the main risks associated with EDP’s activity, quantifying the
The company should establish procedures for the impact and the occurrence probability of the deemed relevant risks.
supervision, periodic evaluation, and adjustment of The Financial Matters Committee/Audit Committee should according to Article 12 (2) (h) of its
the internal control system, including an annual Internal Regulation, monitor with special attention the risk identification, evaluation, control and
Adopted Items 50 to 55
evaluation of the level of internal compliance and the management and to assess the internal compliance standards, as well as to continuously monitor
performance of that system, as well as the the risk management system performance and efficiency with the Executive Board of Directors,
perspectives for amendments of the risk structure accompanying namely the risk control policies, the key risk indicators (KRI) identification and the
previously defined. integrated risk assessment methodologies, having the possibility to request to the Risk and to the
Risk Committee the information deemed relevant, and should, whenever necessary, implement the
appropriate mechanisms and procedures for this purpose, and should assess and pronounce on the
strategic lines and policy of the EDP Group's corporate risk management prior to the respective final
approval by the Executive Board of Directors. In addition to Article 12 (1) (e) of the respective Internal
Regulation provision which specifically sets forth the Financial Matters Committee/Audit
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Committee competence to supervise the risk management, the internal control and internal audit
systems efficiency, it should be noted that the Financial Matters Committee/Audit Committee is
authorized to propose to the General and Supervisory Board and to the Executive Board of Directors
the measures aimed to guarantee the integrity of financial information and improve the operation of
financial information internal control systems, risk and compliance management systems, in
accordance with Article 12 (3) (a). It is also important to point out that, according to Article 12 (3) (f) of
the respective Internal Regulation, the Financial Matters Committee/Audit Committee should
annually evaluate the activity and performance of the Internal Audit Department, as well as the
working conditions namely on human resources and technical means adequacy.
The General and Supervisory Board is responsible for the monitoring and permanent assessment of
Principle VII.A internal proceedings related to accounting and auditing matters as well the monitoring of the risk
The supervisory body should, with independence and profile of the Company, the risk management system efficiency, the internal control system and the
in a diligent manner, ensure that the managing body internal auditing system under Article 14 (1) (e) of the General and Supervisory Board Internal
complies with its duties when choosing appropriate Regulation. In particular, the Financial Matters Committee/Audit Committee has the authority to (i) Item 15 | Item 17 | Item 21 | Item 29 |
accounting policies and standards for the company, verify if the accounting policies and metrical criteria adopted by the Company are consistent with Items 30 to 41
and when establishing suitable systems of financial the general accounting principles accepted and adequate to the correct presentation of its assets,
reporting, risk management, internal control, and liabilities and results (under Article 12 (1) (a)) of the Financial Matters Committee/Audit Committee
internal audit. Internal Regulation and (ii) supervise the internal audit, financial reporting control (SCIRF), risk, and
compliance management systems, under Article 12 (1) (e) of such Committee Internal Regulation.
The General and Supervisory Board is responsible for the monitoring and permanent assessment of
internal proceedings related to accounting and auditing matters as well the monitoring of the risk
profile of the Company, the risk management system efficiency, the internal control system and the
internal auditing system under Article 14 (1) (e) of its Internal Regulation. In particular, the Financial
Matters Committee/Audit Committee has the authority to (i) verify if the accounting policies and
metrical criteria adopted by the Company are consistent with the general accounting principles
Principle VII.B accepted and adequate to the correct presentation of its assets, liabilities, and results (under Article
The supervisory body should promote an adequate 12 (1) (b)) and (ii) supervise the internal audit, financial reporting control (SCIRF), risk, and compliance Item 15 | Item 17 | Item 21 | Item 29 |
coordination between the internal audit and the management systems, under Article 12 (1) (e). The Internal Regulation of the Financial Matters Items 30 a 41
statutory audit of accounts. Committee/Audit Committee specifically sets forth the competence to monitor, with special care,
the activity and contractual relations with the Statutory Auditor, without interfering with its
performance, being allowed to formulate recommendations or request clarifications within the
context of the relationship between the General and Supervisory Board, the Executive Board of
Directors and the Statutory Auditor regarding financial information, as well to monitor and evaluate,
pursuant to applicable law, the objectivity and independence of the Statutory Auditor, namely
regarding the provision of non-audit services, under Article 12 (2) (j).
Recommendation VII.1.1. The Internal Regulation of the Financial Matters Committee/Audit Committee sets forth in Article 12
The supervisory body’s internal regulation should (2) (g) the competence to supervise the adequacy of the preparation and financial disclosure of
impose the obligation to supervise the suitability of information process as well as to prepare a report addressed to the General and Supervisory Board Item 21 | Item 27 | Item 29 | Item 46 |
Adopted
the preparation process and the disclosure of which includes the analysis of the Financial Matters Committee/Audit Committee of such process, Item 50 | Item 55
financial information by the managing body, namely on the adequacy of accounting policies, estimates, judgements and relevant disclosure
including suitable accounting policies, estimates, procedures and its consistent implementation between financial years.
Integrated Annual Report 2022 Corporate Governance Report Assessment of Corporate Governance 476
ADOPTED
PRINCIPLES AND RECOMMENDATIONS NOT ADOPTED COMMENTS REPORT DESCRIPTION
NOT APPLICABLE
judgments, relevant disclosure, and its consistent
application between financial years, in a duly
documented and communicated form.
Article 14 (1) (d) of the General and Supervisory Board Internal Regulation sets forth that this body
should permanently monitor the activity of the Statutory Auditor and give its opinion on the
respective election or appointment, its exoneration, its independency, and its other relationships
with the Company. Particularly, the Financial Matters Committee/Audit Committee is responsible
for the (i) proposal to the General and Supervisory Board of the hiring and the dismissal of the
Statutory Auditor as well as its remuneration under Article 12 (1) (o), (ii) issuance of a reasoned
Principle. The supervisory body should establish and
opinion, in accordance with applicable law, on the renewal and extension of the Statutory Auditor’s
monitor clear and transparent formal procedures on
mandate to be submitted to the General and Supervisory Board under Article 12 (1) (p), (iii)
the relationship of the company with the statutory Item 29 | Item 42 | Items 44 to 46 |
monitoring, with special care, the activity and contractual relations with the Statutory Auditor,
auditor and on the supervision of compliance, by the Item 50
without interfering with its performance, being allowed to formulate recommendations or request
auditor, with rules regarding independence imposed
clarifications within the context of the relationship between the General and Supervisory Board, the
by law and professional regulations.
Executive Board of Directors and the Statutory Auditor regarding financial information, as well to
monitor and evaluate, pursuant to applicable law, the objectivity and independence of the Statutory
Auditor, namely regarding the provision of non-audit services, under Article 12 (2) (j) and (iv)
supervise the activity and the independence of the Statutory Auditor and compliance with
applicable laws, regulations and agreements, as well as principles and best practices applicable to
auditing companies and their representatives with the audited entities under Article 12 (1) (s).
The duties of the Financial Matters Committee / Audit Committee are set forth in Article 12 of its
Internal Regulation, and they include supervising the activity and the independence of the Statutory
Auditor in accordance with applicable laws and regulations, in order to assess its independence
and compliance with applicable laws, regulations and agreements, as well as principles and best
practices applicable to auditing companies and their representatives with the audited entities. It
should also approve the provision of audit and non-auditing services by the Statutory Auditor to the
Company or its subsidiaries, ensuring an adequate prior review of any threats to the independence
of the Statutory Auditor that the provision of such services may entail, as well as any safeguards to
be applied in order to mitigate them. Within the scope of its attributions, the Financial Matters
Recommendation VII.2.1. By internal regulations, the Committee / Audit Committee must monitor, with special care, the activity and contractual relations
supervisory body should define, according to the with the Statutory Auditor, without interfering with its performance, being allowed to formulate
applicable legal regime, the monitoring procedures Adopted recommendations or request clarifications within the context of the relationship between the Items 39 to 41
aimed at ensuring the independence of the statutory General and Supervisory Board, the Executive Board of Directors and the Statutory Auditor
audit. regarding financial information, as well to monitor and evaluate, pursuant to applicable law, the
objectivity and independence of the Statutory Auditor, namely regarding the provision of non-audit
services. Consider also that Article 12 (1) (h) sets out the competence to supervise the adequacy of
the preparation and financial disclosure of information process, as well as to prepare a report
addressed to the General and Supervisory Board which includes the analysis of the Financial
Matters Committee/Audit Committee of such process, namely on the adequacy of accounting
policies, estimates, judgements and relevant disclosure procedures and its consistent
implementation between financial years. Furthermore, EDP has an Internal Regulation on Services
Provided by the Statutory Auditor which defines and promotes criteria and methodologies to ensure
the independence of the Statutory Auditor when providing audit and non-audit services to EDP or to
Integrated Annual Report 2022 Corporate Governance Report Assessment of Corporate Governance 477
ADOPTED
PRINCIPLES AND RECOMMENDATIONS NOT ADOPTED COMMENTS REPORT DESCRIPTION
NOT APPLICABLE
its subsidiaries. This Regulation is available at EDP’s website: Regulations on Provision of Services
by Statutory Auditor or Statutory Auditor Company
The supervisory procedures aiming to ensure the independence of the Statutory Auditor are set
forth in the aforementioned Regulation, as well as in Annex II of the Internal Regulation of the
Financial Matters Committee / Audit Committee, which specifically sets forth the annual evaluation
process of the Statutory Auditor of the Company.
[VII.2.2 (1)] The Financial Matters Committee/Audit Committee is responsible for assessing the
contents of the annual accounts’ certification reports (Article 12 (1) (r) of its Internal Regulation), and
Recommendation VII.2.2.
[VII.2.2 (2)] for monitoring, with special care, the activity and contractual relations with the Statutory
The supervisory body should be the main interlocutor
Auditor, without interfering with its performance, being allowed to formulate recommendations or
of the statutory auditor in the company and the first
request clarifications within the context of the relationship between the General and Supervisory
recipient of the respective reports [VII.2.2 (1)], having
Adopted Board, the Executive Board of Directors and the Statutory Auditor regarding financial information, Item 21 | Item 29
the powers, namely, to propose the respective
as well to monitor and evaluate, pursuant to applicable law, the objectivity and independence of the
remuneration [VII.2.2 (2)] and to ensure that
Statutory Auditor, namely regarding the provision of non-audit services, under Article 12 (2) (j).
adequate conditions for the provision of services are
Furthermore, this Internal Regulation sets forth the specific competences of the Financial Matters
ensured within the company.
Committee/Audit Committee to propose, to the General and Supervisory Board, the hiring and
dismissal of the Statutory Auditor.
The Internal Regulation of the Financial Matters Committee/Audit Committee establishes specific
prerogatives and competences to annually assess the activity pursued by the Statutory Auditor
namely on (i) submitting to the General and Supervisory Board proposals on the hiring and dismissal
of the Statutory Auditor, as well as its remuneration under Article 12 (1) (q), (ii) issuing a reasoned
opinion in accordance with the applicable law on the renewal or extension of the Statutory Auditor’s
mandate, to be presented to the General and Supervisory Board under Article 12 (1) (p), (iii)
Recommendation VII.2.3.
monitoring, with special care, the activity and contractual relations with the Statutory Auditor,
The supervisory body should annually assess the
without interfering with its performance, being allowed to formulate recommendations or request
services provided by the statutory auditor, their
clarifications within the context of the relationship between the General and Supervisory Board, the
independence, and their suitability in carrying out Adopted Item 21 | Item 29 | Item 45
Executive Board of Directors and the Statutory Auditor regarding financial information, as well to
their functions and propose their dismissal or the
monitor and evaluate, pursuant to applicable law, the objectivity and independence of the Statutory
termination of their service contract by the
Auditor, namely regarding the provision of non-audit services, under Article 12 (2) (j) and (iv)
competent body when this is justified for due cause.
supervise the activity and the independence of the Statutory Auditor and compliance with
applicable laws, regulations and agreements, as well as principles and best practices applicable to
auditing companies and their representatives with the audited entities under Article 12 (1) (s). During
this exercise, the annual evaluation of the Statutory Auditor of EDP has been carried out under the
terms set forth in Annex II of the Internal Regulation of the Financial Matters Committee /Audit
Committee.
Integrated Annual Report 2022 Corporate Governance Report Other information 478
3. Other information
The following documents are attached to this Report, forming an integral part thereof:
Annex I – Brief curricula of the members of the General and Supervisory Board and the Executive Board of Directors
Annex II - Attendance list of the meetings of the General and Supervisory Board
Annex III - Attendance list of the meetings of the Executive Board of Directors
ANNEX I
General and Supervisory Board
Status Independent
Academic Qualifications o Assistant Professor of “Operational Research” and “Statistics” – IST (1972-1975)
o Invited Auxiliar Professor of “International Finance” – Nova SBE (1985-1987)
o Degree in Advanced Management Program - Harvard Business School (2002)
o Bachelor’s and Master’s of Science degree in Civil Engineering - Technical University of Lisbon (1974)
o International Certificate in Corporate Governance - INSEAD (2018)
o Executive Program - Singularity University in Silicon Valley (2020)
Company Background o General and Supervisory Board Chairman (since April 2021)
Status Non-Independent
Committees -
Academic Qualifications o Bachelor’s degree in Power System and Automation - Huazhong University of Science and Technology (1984)
o Master’s degree in Management - Huazhong University of Science and Technology (2001)
Skills and Experience o Deputy Director of Power Production Department - China Three Gorges Corporation (2002)
o Executive Vice President - China Yangtze Power Company (2002-2011)
o Director - Guangzhou Development Industry
Company Background o General and Supervisory Board Vice Chairman, in representation of China Three Gorges Corporation (February 2012 – April
2015)
o General and Supervisory Board Member, in representation of CWEI (Europe), SA (April 2015 - April 2018)
o General and Supervisory Board Member, in representation of China Three Gorges International Corporation (March 2018 -
December 2018)
o General and Supervisory Board Vice Chairman, in representation of China Three Gorges Corporation (December 2018 – April
2021)
o General and Supervisory Board Member, in representation of China Three Gorges International Corporation (April 2021-)
Current External Appointments o President - Beijing Yangtze Power Capital (since 2015)
o Vice-President - China Three Gorges Corporation (December 2018-to date)
Integrated Annual Report 2022 Corporate Governance Report Other information 481
Status Non-Independent
Committees -
Skills and Experience o Secretary of Corporate Affairs Department - Gezhouba Hydropower Plant (1998-2000)
o Deputy Director of the Board - China Yangtze Power Company (2002-2003)
o Director of Capital Operating Department - China Yangtze Power Company (2004-2006)
o Executive Vice-President - Beijing Yangtze Power Capital Co Ltd (2006-2011)
o Deputy Director of Strategic Planning Department – China Three Gorges Corporation (2011-2015)
o Executive Vice-President - China Three Gorges International Corporation (2015-2020)
o Chairman - China Three Gorges (Europe), SA (2015-2020)
o Chairman – China Three Gorges International Limited (2020-to date)
Company Background o General and Supervisory Board Member, in representation of China Three Gorges International (Europe), S.A. (February 2012 –
April de 2015)
o General and Supervisory Board Member, in representation of China Three Gorges (Portugal), Sociedade Unipessoal, Lda (April
2015 - April 2018)
o General and Supervisory Board Member, in representation of China Three Gorges (Europe), SA (April 2018 - December 2018)
o General and Supervisory Board Member, in representation of China Three Gorges International Corporation, (December 2018 -
April 2021)
o General and Supervisory Board Member, in representation of China Gorges International Limited, (April 2021 - to date)
o Chairman — China Three Gorges International Corporation (since 2022)
Current External Appointments o Chairman — China Three Gorges International Limited (since 2020)
o Chairman — China Three Gorges International Corporation (since 2022)
Integrated Annual Report 2022 Corporate Governance Report Other information 482
Status Non-Independent
Company Background General and Supervisory Board Member, in representation of China Three Gorges (Europe), SA, since December 2018)
Current External Appointments Holds senior positions in China Three Gorges Corporation (Europe), SA (since 2016)1
1 Ignacio Herrero Ruiz is not a member of the Board of Directors of China Three Gorges Corporation (Europe), S.A.
Integrated Annual Report 2022 Corporate Governance Report Other information 483
Status Non-Independent
Skills and Experience o Cashier of Operations Section - Gezhouba Power Plant Maintenance Branch – (1997-98)
o Cashier of Finance Section - Gezhouba Power Plant Dajiang Branch - (1998)
o Accountant of Operations Section - Gezhouba Power Plant Maintenance Branch (1998-00)
o Accountant of Finance Section - Gezhouba Power Plant Maintenance Branch (2000-02)
o General Accountant of Ledger Statement Supervisor Accounting - China Yangtze Power Co. (2003-06)
o Head of Assets and Insurance of Finance Department - China Yangtze Power Co., Ltd. (2006-09)
o Deputy Director of Xiba Accounting Center - China Yangtze Power Co., Ltd. (2009-11)
o Accounting Director of Finance Department - China Yangtze Power Co., Ltd. (2011-15)
o General auditor of Finance Department - China Yangtze Power Co., Ltd. (2015-16)
o Deputy Manager of Finance Department - China Yangtze Power Co., Ltd. (2016-17)
o Assistant General Manager - Three Gorges Power Co., Ltd. (2017-18)
o Vice General Manager - Three Gorges Power Co., Ltd. (2018-20)
o Deputy Office Director - China Yangtze Power Co., Ltd. Andes Project (2020)
o Chief Accountant and Party Committee Member - Shanghai Survey, Design and Research Institute Co., Ltd. (2020-22)
Company Background Member of the General and Supervisory Board, in representation of China Three Gorges Brasil Energia S.A., since December
2022
Current External Appointments Deputy Director of M&A Department - China Three Gorges Corporation - (since April 2022)
Integrated Annual Report 2022 Corporate Governance Report Other information 484
Status Non-Independent
Company Background General and Supervisory Board Member, in representation of China Three Gorges (Portugal), Sociedade Unipessoal, Lda, since
April 2021
Current External Appointments o Chairman and CEO - Atlantic SGOIC, SA (since 2005)
o Board Member - Liminorke SA (since 2009)
o Member – Oporto Municipal Assembly (since 2009) – Chairman from 2014 to 2021
Integrated Annual Report 2022 Corporate Governance Report Other information 485
Status Non-Independent
Academic Qualifications Degree in Administrative and Economic Sciences – Bilbao University (1975)
Skills and Experience o Professor of Business and Economic Faculty – Oviedo University (1984-1990)
o Director of Economics and Regional Planning - Principality of Asturias (1984-1990)
o Counsellor of Organization of the Territory and Housing – Principality of Asturias (1990-1991)
o Counsellor of countryside and fishing - Principality of Asturias (1991-1993)
o Manager on several companies on numerous fields
Company Background o General and Supervisory Board Member in representation of Cajastur Inversiones SA, (February 2012 - April 2015)
o General and Supervisory Board Member, in representation of DRAURSA, SA, since April 2018 (re-elected in April 2021)
Current External Appointments o Board of Directors Member – Unicaja Banco (since 2011)
o Board of Director Member - Tudela Veguín (since 2011)
o Masaveu Inmobiliaria (2014)
o Cimento Verde do Brasil (since 2014)
Integrated Annual Report 2022 Corporate Governance Report Other information 486
Status Non-Independent
Skills and Experience Chairman on several companies of Masaveu Group in numerous fields such as energy, finance, industrial, cement and real
state, among others
Company Background General and Supervisory Board Member, since February 2012 (re-elected in April 2015, April 2018, and April 2021)
Status Independent
Academic Qualifications o Ph D in Business Administration - Manchester Business School Manchester University (1992)
o Master’s in management/MBA – ISEG – Institute of Economics and Management (1985)
o Bachelor’s in business administration – ISEG Institute of Economics and Management - Lisbon University (1981)
o Executive training: Finance and Control - IMD (1986)
o Management Control - HEC Paris (1987)
o International Finance - INSEAD (1987)
o Leadership - Kennedy Harvard Government School (2009)
o Leadership Development Program - Creative Leadership Center (2010)
o Coaching for Performance - London Business School (2010)
o Diploma in Advanced Mindfulness and Emotional Intelligence Teachers Training (2017) - Search Inside Yourself –
Leadership Institute (SIYLI) in San Francisco
Company Background General and Supervisory Board Independent Member since April 2015 (re-elected in April 2018 and April 2021)
Current External Appointments o Board Member (CFO & Chief for Real Estate) of Montepio Geral – Associação Mutualista (since 2022)
o President (non-executive) of MGA Montepio Gestão de Activos, SGOIC (since 2022)
o Member of the Board of Trustees of Montepio Foundation (since 2022)
Integrated Annual Report 2022 Corporate Governance Report Other information 489
Status Independent
Academic Qualifications o Degree in Economics and Business Administration and Political Sciences and Sociology - Complutense
University of Madrid (1978)
o PhD in Public Finance - Complutense University of Madrid (1998)
o PADE Management Program MBA - IESE Business School (2004-05)
Company Background General and Supervisory Board Independent Member since April 2015 (re-elected in April 2018 and April 2021)
Current External Appointments o Member of the executive committee – ACS group (since 2020)
o Member of Audit Committee – ACS Group (since 2017)
o Member of the Board – ACS Group (since 2017)
o Member of The Appointments and Remuneration Committee – ACS group
o Member of the Advisory Board - Beragua Capital (since 2015)
o Member of the Board – Primafrio SL (since 2021)
o Chairman of Audit committee – Primafrio SL (sice 2021)
o Member of The Appointments and Remuneration Committee – Primafrio SL(since 2021)
Integrated Annual Report 2022 Corporate Governance Report Other information 490
Status Independent
Skills and Experience o Assistant Vice-President – Middle East and Africa Division of The Bank of New York (1994-1999)
o Equity analys - Schroders (1999-2000)
o Equity analys - UBS Warburg (2000-2002)
o Director of Research, Analyst and Portfolio Manager at TIAA-CREF investing in the global utilities, renewables, and
infrastructure sectors (2002-2006)
o Partner and Senior Analyst at Artisan Partners investing in the utilities, renewables, infrastructure and industrials sectors
(2006-2011)
o Co-Head of Morgan Stanley’s Global Industrials Group in the Investment Banking Division (2012-2016)
o Partner at the investment banking firm PJT Partners (since 2016)
o Chairman of the Remuneration Committee and member of the safety and risk Committee - Enquest PLC (2018-2021)
Company Background o General and Supervisory Board Independent Member since April 2018 (re-elected in April 2018 and April 2021)
Current External Appointments o Member of both Audit and Finance & Operations Audit sub-committees - Tate Board of Trustees in London (since 2015)
o Trustee of The American University in Cairo (since 2019)
o Partner at the investment banking firm PJT Partners (since 2016) where she advises utilities and industrials chief executives
and their boards on long term value creation in the energy transition
o Board Chair of Georgetown University’s Center for Contemporary Arab Studies
Integrated Annual Report 2022 Corporate Governance Report Other information 491
Status Independent
Academic Qualifications o Degree in Chemical lndustry Engineering – Instituto Superior Técnico (1975)
o Advanced Corporate Finance - Harvard University (1985)
Skills and Experience o Responsible for Glass Industrial Area and New Business Development (1978-1985)
o Vice-President and Chief Corporate Banking Head - Citibank (1985 – 1990)
o Board Member Banco Fonsecas & Burnay, União de Bancos Portugueses and lnterbanco (currently Banco
Santander Consumer Portugal)
o CEO - SAG SGPS SA Portugal (2000-2009), SAG SGPS SA Brazil (2000-2009), PARTAC SGPS SA (2018-
2021)
o Non-Executive Board Member and Member of the investment Committee -BCP Capital SA (2013-2020)
o Chairwoman - PNCB - Bank Credit Restructuring Platform, ACE (2018-2020)
o CEO - FAE - Forum de Administradores e Gestores de Empresas (2007-2013)
o Member of Executive Committee - EMCE - Mission Structure for Company Capitalization (2015-2017)
o President of Supervisory Board - Fundação Luso-Brasileira (2005-)
o CEO - AMC - Associação Missão Crescimento (2013-2015)
o Member of the General Council - Universidade de Coimbra (2017-2020)
o Non-Executive Board Member and Audit Committee Chairwoman – TAP SGPS S.A. (2017-2021)
Company Background General and Supervisory Board independent Member since April 2021
Current External Appointments o Supervisory Member Board - Mystic lnvest Holding SA (2018 - to date)
o Chairwoman Advisory Board ACTIVE CAP – Capital Partners, SA (2021 - to date)
Integrated Annual Report 2022 Corporate Governance Report Other information 492
Status Independent
Skills and Experience o DEan - Católica Porto Business School (2013 – 2020)
o Professor - Católica Porto Business School (since 1997)
o Hospitality and Entertainment Industry
o Author of a book, book chapters, articles, and opinion articles
Company Background o General and Supervisory Board independent Member since April 2021
Current External Appointments o Independent Board Member - Mota-Engil SGPS (Since April 2018)
o President of the Fiscal Board - Media Capital, SA (since November 2020)
o Member of the EQUIS Board - EFMD (Brussels) (since 2019)
o Member of the International Advisory Board of 2 international Business Schools in UK (since 2019) and France (since 2020)
o Member - Porto Coordination Group of ACEGE (Association of Christian Managers) (since 2013)
o Member - Diocesan Commission for the Interreligious Dialogue (since 2020)
o Non-executive member of the board at Fundação AEP (since March 2022)
Integrated Annual Report 2022 Corporate Governance Report Other information 493
Status Independent
Company Background o General and Supervisory Board Independent Member since April 2021
Integrated Annual Report 2022 Corporate Governance Report Other information 494
Status Independent
Academic Qualifications o Bachelor of Laws - China University of Political Science and Law (1980–1984)
o LLM - University of Melbourne (1988–1991)
Company Background General and Supervisory Board Independent Member, since April 2021
Current External Appointments o Independent Director - Bank of Montreal (China) Limited, subsidiary bank of BMO Financial Group (since December 2016)
o Independent Director - Yum China Holdings, Inc, listed in New York and Hong Kong Stock Exchanges (since October 2016)
o Founder and Chairman - MountVue Capital Management Co Ltd (since 2017)
Integrated Annual Report 2022 Corporate Governance Report Other information 496
Status Independent
Committees -
Skills and Experience o CFO – Covina – Companhia Vidreira Nacional, SARL (1987-91)
o Member of the Board of Directors - IPE – Investimentos e Participações Empresariais, SGPS, SA (1991)
o Secretary of State for Trade (1991-95)
o CFO – CIMPOR – Cimentos de Portugal, SGPS, SA (1997-2001)
o CFO and CEO – Jerónimo Martins (2001-11), Advanced Management Program – University of Pennsylvania (2005)
o Vice-Chairman of the Board of Directors - Galp Energia, SGPS, SA (2012-15)
o Member of the Board of Directors - Oi, SA (2015-18)
o Chairman of the Board - AEM – Associação dos Emitentes Portuguese (2013-14)
o Non-executive Member of the Board of Directors - NYSE Euronext (2011-16)
o Member of the Audit Committee - NYSE Euronext (2013-14)
o Chairman - APETRO – Associação Portuguesa de Empresas Petrolíferas (2012-15)
Company Background o General and Supervisory Board Member since April 2019 (re-elected in April 2021)
o Chairman of the Board of the General Shareholders’ Meeting of EDP since April 2019 (re-elected in April 2021)
Current External Appointments o Pharol, SGPS, SA (Chairman of the Board of Directors and CEO) (2015–to date)
o Bratel BV (2015-…) and Bratel Sàrl (Director) (2018–to date)
o Nutrinveste, SGPS, SA (Non-executive Board Member) (2018-to date)
o Chairman of the Audit Committee of Fórum para a Competitividade (2015-to date)
Integrated Annual Report 2022 Corporate Governance Report Other information 497
Other positions and Experience o Vice-Chairman of Board of Directors and CEO – EDP Renováveis, S.A. (current)
o Interim CEO - EDP. (2020-2021)
o CFO - EDP. (2018-2021)
o Member of Executive Board of Directors - EDP (since 2012)
o Member of Board of Directors – EDP - Energias do Brasil (2018-2020)
o CEO - EDP Comercial – Comercialização de Energia, S.A and EDP Soluções Comerciais, S.A. (2012-2018)
o CEO – EDP España, S.A.U (formerly Hidroelétrica del Cantábrico) (2012-2018)
o CEO – Naturgás Energia Grupo (2012-2015)
o Member of Board of Directors - E-Redes (2009-2012)
o Member of Board of Directors – EDP Inovação, S.A. (2007 -2012)
o Strategy, M&A and Corporate Development - EDP (2000-2001 and 2003-2009)
o UBS Investment Bank (1998-2000)
Position Member of Executive Board of Directors – EDP - Energias de Portugal S.A. (“EDP”)
Other positions and Experience o Chairman of Board of Directors – EDP - Energias do Brasil, S.A. (current)
o Chairman of Board of Directors – EDP Redes España (current)
o Member of Board of Directors – EDP Renováveis, S.A. (current)
o Member of Board of Directors – EDP España, S.A.U. (current)
o Member of Executive Board of Directors – EDP (since 2015)
o CEO – EDP – Gestão da Produção de Energia, S.A. (2020-2021)
o CEO – EDP Energias do Brasil, S.A. (2014-2021)
o Vice-Chairman of Board of Directors – EDP - Energias do Brasil, S.A. (2008-2013)
o Member of Executive Board of Directors – EDP Inovação, S.A. (2007-2008 and 2012-2014)
o Member of Executive Board of Directors – EDP Comercial – Comercialização de Energia, S.A. (2007-2008)
o Chief of Staff to the CEO – EDP - Energias de Portugal, S.A. (2006-2007)
o Member of Board of Directores – Comboios de Portugal (2004-2006)
o Strategic Marketing Director – Galp Energia (2001-2004)
o Member of Executive Board of Directors – Lisboagás (2000-2001)
o Member of Board of Directors – Setgás (1999-2001)
o Corporate Director – GDP Gás de Portugal (1998)
o McKinsey & Company (1995-1997)
Current External Appointments o Board Member – OMIP SGPS, S.A. and OMEL
o Strategic Board Member – ISEG MBA
Integrated Annual Report 2022 Corporate Governance Report Other information 500
Other Positions and Experience o CEO – EDP Comercial – Comercialização de Energia, S.A. (current)
o CEO – Fundação EDP (current)
o Member of Board of Directors – EDP Energias do Brasil, S.A. (current)
o Member of Board of Directors – EDP Renováveis S.A. (current)
o Member of Board of Directors – EDP España S.A.U. (current)
o Executive Vice-President and General Director Portugal & Spain and Member of Executive Leadership Team Europe &
Africa – Fox Networks Group (2014-2018)
o Member of Board of Directors – Pulsa Media (2014-2018)
o Head of TV Business Unit – MEO (2007-2014)
o Head of TV Business Unit – TV Cabo – PT Multimédia (2003-2007)
o Founder – Innovagency Consulting (2001-2003)
o Mercer Management Consulting (today Oliver Wyman) (1996-1999)
Academic Qualifications o Executive Education Programs – Harvard Business School, IMD, LBS (2009, 2008, 2005)
o MBA – INSEAD (2002)
o Degree in Economics – Faculdade de Economia do Porto (1991-1996)
Other Positions and Experience o CEO – EDP - Gestão da Produção de Energia, S.A. (current)
o CEO – EDP España, S.A.U. (current)
o CEO – EDP Labelec - Estudos, Desenvolvimento e Actividades Laboratoriais, S.A. (current)
o Chairman of Board of Directors – EDP Inovação, S.A.(current)
o Member of Board of Directors – EDP Energias do Brasil, S.A. (current)
o Member of Board of Directors – EDP Renováveis, S.A (current)
o Executive Vice-President – NOS (2019-2021)
o Executive Board Member – NOS (2013-2019)
o Non-Executive Board Member – SportTV (2016-2020)
o President – APRITEL (Portuguese Association of Telecom Operators) (2011-2014)
o Executive Board Member – Optimus (2010-2013)
o Marketing and Sales Director (Mobile Residential Business Unit) and Brand Director – Optimus (2002-2008)
o SMEs Business Unit Director – Optimus (1998-2001)
o Marketing – Procter & Gamble (1996-1998)
ANNEX II
Meetings of the General and Supervisory Board and each member's attendance:
05-MAY
30-NOV
27-OCT
07-APR
28-JUL
29-SEP
21-JUN
15-DEC
11-MAR
17-FEB
NAME
Li Li (*) R P R P R R - - - - 100
Sandrine Dixson-Declève P P P P P P A P P R 90
Shengliang Wu P P P P P P P P R R 100
ANNEX III
Meetings of the Executive Board of Directors and each member's attendance:
02-MAR
22-MAR
08-MAR
04-JAN
26-JAN
15-MAR
22-FEB
08-FEB
18-JAN
01-FEB
11-JAN
15-FEB
17-FEB
11-FEB
NAME
24-MAY
03-MAY
20-MAY
05-MAY
29-MAR
10-MAY
31-MAY
26-APR
05-APR
28-APR
17-MAY
07-JUN
12-APR
19-APR
NAME
23-AUG
30-AUG
20-JUN
28-JUN
06-JUL
05-JUL
25-JUL
26-JUL
28-JUL
06-SEP
14-JUN
12-JUL
19-JUL
13-SEP
NAME
02-NOV
29-NOV
23-NOV
08-NOV
04-OCT
24-OCT
25-OCT
27-OCT
15-NOV
30-SEP
23-SEP
18-OCT
27-SEP
11-OCT
NAME
14-DEC
21-DEC
NAME %
ANNEX IV
MIGUEL SETAS
RUI TEIXEIRA
VERA PINTO
ANA PAULA
MARQUES
ANDRADE
STILWELL
PEREIRA
MIGUEL
Positions held by the members of the Executive Board of Directors in other companies
belonging or not to the EDP Group:
EDP Renováveis, S.A. VP/CD D D D D
MIGUEL SETAS
EDP Solar España, S.A.U. - - - R -
RUI TEIXEIRA
VERA PINTO
ANA PAULA
MARQUES
ANDRADE
STILWELL
PEREIRA
EDP Ventures Brasil S.A. - - - - CBD
MIGUEL
EDP Ventures España, S.A. - - - - CBD
CNET – Centre for New Energy Technologies, S.A. - - - - CBD Empresa Hidroeléctrica do Guadiana, S.A. - - - - CBD
EDP - Energias do Brasil, S.A. - CBD D D D SCNET – Sino-Portuguese Centre for Energy
- - - - D
Technologies (Shanghai) co., Ltd.
EDP - Gestão da Produção de Energia, S.A. - - - - CBD
Transporte GNL, S.A.U. - - - R
EDP Comercial - Comercialização de Energia, S.A. - - - CBD -
OMIP – Operador do Mercado Ibérico (Portugal),
- - D - -
SGPS, S.A.
EDP España, S.A.U. - D D D VP/MD
Operador del Mercado Ibérico de Energía, Polo
EDP Finance BV R R R R R - - D - -
Español, S.A. (OMEL)
EDP GEM Portugal, S.A. - - CBD - Viesgo Infraestructuras Energéticas, S.L.U. - CBD - - -
ANNEX V
Attendance list of the Financial Matters Committee/Audit Committee
05-MAY
03-MAR
29-MAR
24-OCT
26-JAN
30-JUN
27-OCT
28-APR
17-MAR
07-APR
25-JUL
28-JUL
27-SEP
12-DEC
17-FEB
11-FEB
NAME %
Attendance list of the Remuneration Committee Attendance list of the Corporate Governance and Sustainability Committee
04-MAY
26-OCT
14-DEC
27-JUL
27-OCT
22-APR
16-FEB
05-APR
13-JAN
01-APR
10-FEB
NAME % NOME %
Sandrine Dixson-Declève P P P P A 80
Attendance list of the United States of America Business Affairs Monitoring Committee
24-MAY
06-APR
18-OCT
27-JUL
13-DEC
16-FEB
NOME %
Our
change
Integrated Annual Report 2022 Part IV Remunerations Report 509
Part IV
Remunerations
Report
Offshore Floating Solar Farm – Singapura
Integrated Annual Report 2022 Part IV Index 510
Remunerations
Report
A. Remuneration policy applicable to mem- C. Specifics applicable to the remuneration F. Particulars applicable to the remuneration
bers of the Executive Board of Directors of the members of the General and Supervi- of the Remuneration Committee of the Gen-
approved by the Remuneration Committee sory Board 529 eral Meeting 532
appointed by the General and Supervisory D. Specifics applicable to the remuneration
Board 511 of the Statutory Auditor 530 G. Particulars applicable to the remuneration of
the Chairman of the General Meeting 532
B. Remuneration policy applicable to mem- E. Particulars applicable to the remuneration
bers of the Governing Bodies approved by of the Environment and Sustainability Board H. Evolution of the remuneration and perfor-
the Remuneration Committee elected by the 532 mance 533
General Meeting 526
Integrated Annual Report 2022 Remunerations Report 511
This Remuneration Report aims to provide a comprehensive Committee appointed by the General and Supervisory consistent with maximizing EDP's long-term performance
and integrated description of the remuneration earned by the Board, the last two respectively by 98.69% and 98.58%. (multi-annual variable remuneration). The remuneration
members of the governing bodies and bodies of EDP – policy was revised annually 1 and, with the same periodicity,
Energias de Portugal, SA (“EDP” or “Company”), including all At the General Meeting of April 6, 2022, the individual and was subject to the General Shareholders’ Meeting
benefits, regardless of the respective form, attributed or due consolidated financial statements for 2021, including the appreciation.
during the 2022 financial year. sole management report (including chapter on corporate
governance and the remuneration report), the individual and At the General Shareholders’ Meeting held on 14 April 2021
As provided for in the EDP Articles of Association until the consolidated accounts and the annual report and the opinion approved the proposed remuneration 2 policy for the
amendments resulting from the General Meeting held on 14 of the General and Supervisory Board (which includes the members of the Executive Board of Directors, submitted by
April 2021, the remuneration of the members of the governing annual report of the Financial Matters/Audit Committee) and the Remuneration Committee appointed by the General and
bodies was fixed by a Remuneration Committee appointed the legal certification of the individual and consolidated Supervisory Board.
by the General Meeting, with the exception of the accounts were approved by the majority of the votes cast
remuneration of the members of the Board of Directors (98.66% of votes in favour). As stated in the remuneration policy for the members of the
Executive Board, which were set by a Remuneration Executive Board of Directors prepared by the Remuneration
Committee appointed by the General and Supervisory A. Remuneration policy applicable to Committee appointed by the General and Supervisory
Board. These Committees submitted annually to the General Board, under the terms of Law no. 50/2020, 25 August, and
members of the Executive Board of
Shareholders’ Meeting a declaration on the remuneration considering the Corporate Governance Code of the
policy of the members of the governing bodies, pursuant to Directors approved by the Remuneration Portuguese Institute of Corporate Governance (IPCG)
the provisions of paragraph 1 of article 2 of Law no. 28/2009, Committee appointed by the General and adopted by EDP, the beginning of a mandate with a new
of 19 June. Supervisory Board Executive Board of Directors, and also the approval of a new
business plan and the feedback received from analysts and
With the entry into force of Law no. 50/2020, of 25 August, Procedures for adopting the policy investors on the remuneration system of the Executive Board
which transposed Directive (EU) no. 2017/828 of the of Directors, understood the Remuneration Committee of the
European Parliament and of the Council of 17 May 2017, the Until the General Shareholders’ Meeting held on 14 April General and Supervisory Board it was opportune to review
Remuneration Committee is responsible to submit to the 2021, the definition of the remuneration policy for the the Remuneration Policy of the Executive Board of Directors,
Company's General Shareholders’ Meeting a proposal for a members of the management body was defined by the submitting the proposal for the Remuneration Policy of the
Remuneration Policy for the Members of the Governing Remuneration Committee appointed by the General and Executive Board of Directors of EDP resulting from the
Bodies. Supervisory Board, which established a fixed component aforementioned revision to the EDP General Shareholders’
and a variable component. Regarding the variable Meeting of 14 April 2021 for approval.
Following the General Meeting held on 14 April 2021, the component, this Committee established the remuneration to
proposal for the remuneration policy of the members of the be awarded to the directors, seeking to ensure that it The policy review work that gave rise to the proposal
governing bodies submitted by the Remuneration reflected the performance of each of the members of the presented to the General Shareholders’ Meeting was also
Committee appointed by the General Meeting, the proposed Executive Board of Directors in each year of the mandate based on the conclusions of a study requested by the
policy remuneration of the members of the Executive Board (annual variable remuneration), as well as their performance Remuneration Committee of the General and Supervisory
of Directors, which was submitted by the Remuneration for the entire term of office, by setting a variable component Board and carried out by an independent consultant, as well
as on the advice obtained by the aforementioned Committee
1
For more information, see: Remuneration Report EDP 2020 e Remuneration 2
For more information, see: Remuneration Policy approved at the General
Policy Statement submitted to the General Shareholders Meeting from April Shareholders Meeting of April 14th 2021
16th 2020
Integrated Annual Report 2022 Remunerations Report 512
in relation to corporate governance matters, good the management, monitoring, control, and supervision of the of the Executive Board of Directors, in accordance with the
international practices and, in general, the matter of risks that the Group, its shareholders, employees, customers following principles:
remuneration policy as an instrument to promote the and, in general, all its stakeholders face, including those
business strategy and the long-term and sustainability arising from the remuneration systems it adopts. EDP adopts • the Remuneration Committee of the General and
interests of EDP, provided by a law firm, based on a remuneration practices transversal to the Group, consistent Supervisory Board meets at least once a semester
benchmark analysis of the remuneration model, both and based on common principles, which comply with the in order to monitor the situation of EDP in relevant
qualitative and quantitative, of companies in the PSI 20 Index regulations applicable in the jurisdictions where it carries out matters for the purposes of determining and fixing
and comparable companies in the international electricity its activity. the variable remuneration of the Chairman of the
sector. Executive Board of Directors and the other
EDP's remuneration systems, including those of the Directors and for the analysis of relevant
In the proposed Executive Board of Directors' Remuneration Executive Board of Directors, are defined to promote a information that may justify the consideration of
Policy, the evolution of the remuneration system for directors culture of merit and high performance that ensures that adjustments to the application of the Remuneration
and other EDP employees, the reduction in the number of people and teams are recognized, encouraged and Policy, proceeding as necessary and convenient to
members of the Executive Board of Directors, with the rewarded according to their responsibility, availability, the hearing of the Financial Matters
functional reorganization of that Board and consequent loyalty and competence placed at the service of EDP, Committee/Audit Committee and the Corporate
increase in responsibilities resulting therefrom, in particular guaranteeing action in line with the long-term interests of Governance and Sustainability Committee of the
for the global lower remuneration level of the Executive Board shareholders and its stakeholders and the promotion of General and Supervisory Board, of the Executive
of Directors, also taking into account the reasonable sustainable performance by EDP aligned with ESG Board of Directors or any of EDP’s corporate body
expectations of its members, elected in January 2021, (Environment, Social and Governance) objectives. in terms of compliance, risk management and
regarding the remuneration model and its adequacy and Human Resources;
competitiveness. The consideration of employment The proposal for the Remuneration Policy for the members of • the definition and possible proposals for reviewing
conditions and the remuneration model for EDP's workers the Executive Board of Directors was also aimed at the Remuneration Policy are based on the
and the economic and financial situation in the country and simplification, transparency, and clarity, favouring a articulation of EDP's long-term objectives,
worldwide also contributed to this end. In fact, the complete understanding of the framework of principles and measured according to its strategic plan at any
consideration of these elements advised that, on that rules that constitute it, which are applied by the given moment, on the conclusions of comparative
occasion, and without prejudice to the reduction in the Remuneration Committee of the General Board and remuneration studies with national listed
number of levels of fixed remuneration of the members of the Supervision. companies and with peers’ foreign sectors and in
Executive Board of Directors, as described below, no further an articulation of principles with the remuneration
review of the fixed component of the remuneration should be Definition, review, and renewal of the Policy plan of other workers and employees of EDP;
carried out. of the members of the Executive Board of • on an annual basis, the Remuneration Committee
Directors, with the impact that such an option has on the The definition of the remuneration policy of the Executive of the General and Supervisory Board will assess
other components of the remuneration, although from the Board of Directors is submitted for approval by the General the opinions expressed by shareholders and
point of view of analysing the functions of the current five Meeting of EDP, at the proposal of the Remuneration analysts on EDP's Remuneration Policy or on the
members of the Executive Board of Directors and the sector Committee of the General and Supervisory Board. Remunerations Report;
benchmark, such a review could prove to be appropriate. • the Remuneration Committee of the General and
Changes to the Internal Regulations of the Remuneration Supervisory Board may hire the consultants and
EDP, as the apex of a responsible multinational business Committee of the General and Supervisory Board include the external support necessary to carry out studies on
group (“Group”) has a solid governing culture that ensures process of reviewing and applying the Remuneration Policy comparative remuneration and best corporate
Integrated Annual Report 2022 Remunerations Report 513
governance practices within the scope of remuneration policy and remuneration practices applied to The Remuneration Policy of the Executive Board of Directors
remuneration policies for directors, assessing their Group employees. comprises a variable remuneration, with an annual
independence conditions to the provision of component, and a multi-annual component, with the nature
services that may be requested. Regardless of the functions performed in companies of the of reward/incentive appropriate to the individual and
Group, namely at EDP Renováveis, in accordance with the collective performance of the members of the Executive
Without prejudice to (extraordinary) revision proposals, the Remuneration policy of the members of the Executive Board Board of Directors and the promotion of good conduct,
Remuneration Committee of the General and Supervisory of Directors, the members of this Board do not receive any considering EDP's short- and long-term, financial, and non-
Board should, at least at the end of each term of office, when remuneration or benefit from any other company of the financial objectives that are achieved, and the way in which
assessing compliance with the objectives set for the term in Group, being exclusively remunerated through EDP. The they were achieved (pay for performance).
question, specifically analyse and decide on a reasoned remuneration of the members of the Executive Board of
basis, on the opportunity to propose the revision/update Directors must be aligned with the interests of shareholders, The annual variable component is linked to financial and
(ordinary) of the Remuneration Policy in any of its be focused on the creation of long-term value and be non-financial objectives established in accordance with
components, in order to ensure, at all times and with compatible with adequate and rigorous risk management, EDP's Annual Budget, measured annually, with an impact on
adequate agility, the fulfilment of the objective of the thus contributing to the Company's strategy, to its long-term the year and subject to evaluation and consequent
remuneration policy of retention and attraction of talent. values and interests and for its sustainability. repercussion in the following years, being paid in cash. The
annual variable remuneration must be determined after the
The review of the base remuneration must also imply the Total remuneration and the remuneration model, in general, approval of EDP's accounts at the Annual General Meeting
weighting, according to benchmark criteria, of the total must be competitive, aligned with the practices of the each year, by reference to the previous year/period of annual
remuneration model practiced by comparable companies, in international electricity sector and the market, facilitating the performance. The payment of the annual variable
order to always ensure that the remuneration model of the attraction and retention of talent, and the commitment to the remuneration is partially deferred.
members of the Executive Board of Directors of EDP remains company's challenges and ambitions.
balanced, fair, and competitive. The multi-annual variable component is linked to the
The competitiveness of the remuneration model/system of quantitative and qualitative objectives of EDP's Business
Whenever a remuneration policy is proposed for reviewed, all the Executive Board of Directors must be regularly and Plan, the fulfilment of which will be evaluated at the end of a
relevant changes introduced will be described and how periodically assessed, namely through the analysis of the period of three years, with the respective payment subject to
these changes reflect the votes and opinions expressed by functions performed and benchmark exercises to be carried partial deferral. The multi-annual variable remuneration is
shareholders on the remuneration policy, as well as the out with the support of independent entities, which is paid exclusively in shares representing the share capital of
remuneration reports issued based on the aforementioned assumed to be done with a minimum triennial frequency, EDP (“EDP Shares”).
policy. corresponding to the duration of the term-of-office of the
Executive Board of Directors. The determination of the variable annual and multi-annual
Principles and General Characteristics remuneration of the members of the Executive Board of
The Executive Board of Directors' Remuneration Policy Directors in accordance with the Remuneration Policy is the
The Remuneration Policy of the Executive Board of Directors ensures a (fixed) base remuneration, the payment of which is responsibility of the Remuneration Committee of the General
of EDP aims to comply with the applicable legislation, also in not dependent on performance evaluation, which must be and Supervisory Board.
terms of its content, under the terms of Article 26-C of the fair, competitive, and sufficiently relevant in relation to the
Securities Code, the IPCG Corporate Governance Code total remuneration, in order to allow greater flexibility in the The payment of the variable remuneration is subject to the
adopted by EDP and good international practices, being conformation of the variable component of the remuneration. permanence of the member of the Executive Board of
mutatis mutandis coherent and consistent with the Directors at EDP until the end of the annual or three-year
Integrated Annual Report 2022 Remunerations Report 514
period of relevant performance, without prejudice to the Directors, adjusting or justifiably adopting appropriate Without prejudice to a proposal for an extraordinary review
provisions of the Remuneration Policy. solutions to neutralize, for the benefit of EDP or the members during the term of office according to benchmark criteria, the
of the Executive Board of Directors, as the case may be, in Remuneration Policy will be valid for a period of three years
In the event that EDP or members of the Executive Board of whole or in part, the impact of said consequences on annual (2021-2023) and must be the subject of a proposal for
Directors are responsible, by shareholders or third parties, for and multi-annual performance metrics. renewal or revision to be submitted to the General Meeting of
intentional unlawful acts of management, the annual and EDP to be held in 2024.
multiannual variable remuneration of the directors in In addition to some of the benefits provided to EDP
question may, by decision of the Remuneration Committee of employees, which the members of the Executive Board of EDP’s Executive Board of Directors Members do not enter
the General and Supervisory Board, be suspended or not Directors also benefit from, the members of this Board must into contracts, either with the Company or with third parties,
awarded, until such claims are determined and, in case they also benefit, by virtue of the duties performed and in the effect of which is to mitigate the risk associated with the
are considered valid, the variable remuneration paid during accordance with market practices and EDP's culture from a variability of the remuneration determined for them by the
the period of practice of the facts, overdue, or to be awarded, set of additional benefits, of a non-financial nature. Company.
will be reimbursed, retained or not awarded for
compensation for damages caused up to the full amount As with EDP employees and in accordance with the Apart from the situations described in this Remuneration
thereof (malus and clawback clauses). legislation and Article 27(1) of EDP's Articles of Association, Report, there are no contracts in force at EDP that foreseeing
the Company must provide directors with a supplementary payments in the event of dismissal or termination by
In assessing the annual and multi-annual performance of the retirement pension due to old age or disability or, in its place, agreement of the directors' duties.
members of the Executive Board of Directors and and in accordance with the practice consistently followed by
determining the amount of the variable remuneration due to the company, a retirement savings plan or equivalent Components of the remuneration of the
them, the Remuneration Committee of the General and instrument, namely a unit linked capitalization insurance.
members of the Executive Board of Directors
Supervisory Board may take into account exceptional
circumstances with which EDP does not comply, caused by The Financial Matters Committee / Audit Committee and the
Fixed Component – Base Remuneration
decisions of a political or administrative nature beyond the Corporate Governance and Sustainability Committee of the
control of the members of the Executive Board of Directors, General and Supervisory Board shall, together with the
The base remuneration of the members of the Executive
which have an impact on EDP's performance and level of Remuneration Committee of the General and Supervisory
Board of Directors must be aligned with the base
achievement of objectives, neutralizing their impacts on Board and at its request, monitor the adequacy and
remuneration practiced by a group of companies
annual and multi-annual performance metrics, provided that application of the Policy of Remuneration of the Executive
comparable with Executive Board of Directors, of the
it ensures that, in case of reversal of the decisions of a Board of Directors and other documents, namely of a
national market (PSI 20 Index) and of the international
political or administrative nature in question, by means of an regulatory nature that develop it, with a view to ensuring its
electricity sector, in terms of size, market capitalization, risk
arbitration, judicial or arbitration procedure, the members of compliance with the legislation and internal policies and risk
profile, relevance and geographic implantation, also
the Executive Board of Directors will also not benefit from the culture of EDP, as well as evaluating its effects on the
considering, at all times, the complexity of the functions
effects of such reversal decision. Likewise, the Remuneration appetite for risk and how such effects are managed.
performed, the remuneration conditions of EDP workers and
Committee of the General and Supervisory Board may
the non-increase of the average remuneration gap of the
consider other exceptional conjunctural and exogenous The Remuneration Committee of the General and
market between workers and managers.
circumstances that EDP is faced with, which have an impact Supervisory Board ensures certification, by an independent
on the Company's performance and the level of achievement entity, of the application of performance metrics in
of objectives set for its members. of the Executive Board of accordance with the approved Remuneration Policy.
Integrated Annual Report 2022 Remunerations Report 515
Considering the reduction in the number of members of the Board and the individual performance of each member of the The annual variable component is limited to 80% of the base
Executive Board of Directors and the organizational / Executive Board of Directors, determined based on remuneration in force in the year to which the referred annual
functional review of this structure with the consequent parameters of a financial and non-financial nature, variable remuneration refers, being attributed according to
increase in responsibilities resulting therefrom, in particular individual and collective, absolute, and relative, in the terms the following parameters, calculated linearly:
the lower remuneration level of the Executive Board of indicated below.
Directors, the current Remuneration Policy has eliminated a • If the performance reaches less than 85% of the
remuneration level in the EBD, reducing, compared to the Annual Component defined objectives, there is no place for the attribution
previous Remuneration Policy , from three to two, the levels of of an annual variable component;
remuneration of the members of this Board, under the The maximum annual variable remuneration may not be • If the performance achieved is between 85% and 95%
following terms: higher than 80% of the base remuneration in force in the year of the defined objectives, an amount within the range of
to which the referred annual variable remuneration refers, 10% and 25% of the fixed reference remuneration of
a. Annual base remuneration of the CEO: € 800,000.00; being determined, and falling due, after the approval of each EBD member is due;
and accounts for the year to which it relates. • If the performance achieved is between 95% and 100%
b. Annual base remuneration of the other members of the of the defined objectives, an amount within the range of
Executive Board of Directors: € 560,000.00. The annual variable remuneration has the nature of an 25% and 52.5% of the fixed reference remuneration of
incentive / performance bonus linked to short-term financial each EBD member is due;
The base remuneration of the members of the Executive and non-financial objectives (linked to the business plan and • If the performance achieved is between 100% and 110%
Board of Directors is paid in 14 monthly instalments. budget), analysed annually, with a reflection on the year of the defined objectives, an amount within the range of
under evaluation and possible repercussions in the following 52.5% and 80% of the fixed reference remuneration of
Variable remuneration years, being paid in cash. The amount of the annual each EBD member is due;
performance bonus will be determined within three months • If the performance achieved reaches more than 110% of
The variable remuneration of the members of the Executive after the approval of EDP's accounts at the Annual General the objectives set, the amount corresponding to 80% of
Board of Directors is based on the success of the short and Shareholders Meeting each year, by reference to the the reference fixed remuneration of each EBD member
long-term performance of EDP, pursuant to the budget and previous annual performance period / period. is due.
business plan in effect, considering the performance of that
Integrated Annual Report 2022 Remunerations Report 516
Graphically: The payment of annual performance bonus is partially deferred in 30% of its value throughout
a 2-year period, with the payment to be carried out in 50% each year, with EDP reserving
through the REMC the possibility of not applying such deferral when the annual amount of the
bonus is not higher than 20% of the relevant base remuneration.
100%
Variable annual remuneration in % of base
Key annual performance indicators (and weights) against budget the year of reference.
90% 80%
80% Quantitative component:
70%
annual remuneration
The performance level of a given quantitative objective must be greater than or equal to 85%
for that same objective to be considered in the calculation of the total performance, and each
quantitative objective will have a maximum performance limit of 120%.
The remaining 20% result from an individualized qualitative assessment carried out by
REMC, based on the individual performance of each of the members of the Executive Board
of Directors, and after consulting the EBD, based on the following indicators:
Qualitative component:
Objective Performance
KPI Description Weight Comparative
[Min – Max] [85%-120%]
Quantitative Comparison of the net earnings per share for the
component year under review with the objective previously
Growth – Earnings per 0,21%
(80%) defined in the annual budget object of prior 20% Budget 2021 102%
share recurring [85% - 120%]
favourable opinion by the General and Supervisory
Board.
20%
20%
25% 25%
10% 10%
Individual Performance EPS FFO/NET DEBT Cash OPEX ESG Indicators TSR VS. SX6E Implementation of the Business Plan in the year Team management Teamwork Stakeholder management
The payment of annual variable remuneration is subject to the permanence of the members • If the performance achieved is less than 85% of the defined objectives, there will be
of the Executive Board of Directors in office until the end of the relevant annual period of no multiannual variable remuneration attribution;
performance, without prejudice to the provisions of the Remuneration Policy. • If the performance achieved is between 85% and 95% of the defined objectives, it
is due an amount within the range of 15% and 40% of the base total remuneration of
Multiannual Component each EBD member;
• If the performance achieved is between 95% and 100% of the defined objectives, it
The multiannual variable remuneration will be calculated and will be due within 3 months after is due an amount within the range of 40% and 97.5% of the base total remuneration
the approval of accounts for the last financial year of the three-year period to which it relates of each EBD member;
and will be paid in EDP Shares. • If the performance achieved is between 100% and 110% of the defined objectives, it
is due an amount within the range of 97.5% and 145% of the base total remuneration
The number of EDP Shares to be awarded to each member of the Executive Board of Directors of each EBD member;
will be the one resulting from the quotient between the value of the remuneration calculated • If the performance achieved meets the defined objectives in more than 110%, it is
as to be paid in EDP shares after performance evaluation, and the price attribution of EDP due an amount equal to 145% of the fixed remuneration of each EBD member.
Shares corresponding to the average price of EDP shares in the last month prior to the General
Shareholders' Meeting on 14 April 2021: EUR. 4.95.
The multi-annual variable remuneration will be measured according to the fulfilment of long- Graphically:
term financial and non-financial objectives in accordance with the Business Plan approved
by EDP, including the Company's sustainability metrics within the scope of ESG (Environment,
Social and Governance) policies and objectives.
160% 145%
Key multi-annual performance indicators for the three-year term of office (and weightings) The payment of the multi-annual variable remuneration is subject to the permanence of the
against the 2021-2025 Business Plan subject to a prior favourable opinion of the General and members of the Executive Board of Directors in office until the end of the three-year period of
Supervisory Board issued at the meeting held on 24 February 2021, after approval by the relevant performance, without prejudice to the provisions of the Remuneration Policy.
Executive Board of Directors
The members of the Executive Board of Directors are prohibited from entering into contracts,
Quantitative component: either with EDP or with third parties, which have the effect of mitigating the risk inherent to the
variability of the remuneration set for them by EDP.
• Shareholder remuneration - Total shareholder return vs Eurostoxx utilities (40%) Multiannual Performance Indicators
• Growth - Earnings per share recurring cumulative (20%) (%)
• ESG indicators (20%)
• Increase of share of renewable energy production 20%
• Emissions reduction
• Bloomberg Gender Equality Index Performance 40%
The 80% resulting from the weighted sum of these indicators reflects a performance that is
common to all members of the EBD.
20%
The performance level of a given quantitative objective must be greater than or equal to 85%
for that same objective to be considered in the calculation of the total performance and each
quantitative objective will have a maximum performance limit of 120%.
20%
The remaining 20% result from an individualized qualitative assessment carried out by the
REMC, based on the individual performance of each of the members of the EBD, and after TSR VS. SX6E EPS ESG Indicators Individual Performance
The multiannual variable remuneration will only be due if, at the end of the mandate and
considering the entire term of the mandate, an average of 85% of the objectives set has been
reached.
25% 25%
Comparison of net earnings per share with the target previously defined for that
Earnings per Share recurring
20% Business Plan year in the multi-annual Business Plan object of prior favourable opinion by the
cumulative
General and Supervisory Board.
Qualitative Component Individual assessment of the performance in the period considered of each of the
(20%) members of the Executive Board of Directors carried out by the Remuneration
Committee of the General and Supervisory Board, and after consulting the
Individual Performance Executive Board of Directors, based on the following indicators:
20% -
Assessment • Strategy and execution (25%)
• Employees’ development (25%)
• Teamwork and new forms of working (25%)
• Stakeholders’ management (25%)
Total 100%
Integrated Annual Report 2022 Remunerations Report 522
Below is a summary table of the remuneration framework applicable to members of the Executive Board of Directors:
Approved at GSM
Element 2021 2022 2023 2024 2025 2026
2021
Net amount
Retirement Savings Plan corresponding to 10% of
the base remuneration
Variable remuneration
– annual component 70% - award
15% - award 2021 15% - award 2021
2021
Variable remuneration Variable Remuneration Maximum of 145% of Performance period 1/3 of award 1/3 of award 1/3 of award
– multiannual component fixed remuneration 2021-23 2021-23 2021-23
Performance evaluation of the General and effective and efficient. During 2022, the methodology In January 2023, the General and Supervisory Board also
Supervisory Board and qualitative adopted comprised the following steps: contracted Mercer (Portugal), Lda. to provide services within
the scope of certification of the evaluation process of the
assessment of the Executive Board of
• conduction of the process of collective evaluation of the afore mentioned body, its Specialized Committees, and the
Directors to be carried out by the General and Supervisory Board, its Specialized Executive Board of Directors. These certifications can be
Remuneration Committee of the General and Committees, and the Executive Board of Directors by consulted in the 2022 Annual Report of the General and
Supervisory Board an external entity, with a view to carrying out interviews Supervisory Board.
based on individual questionnaires to the members of
Under the terms of the remuneration policy in force, the the supervisory body and to support in completing and Maximum potential amount in case of full
remuneration of directors comprises a qualitative validation of the treatment of information supporting
compliance with the defined objectives
component, namely in relation to the annual variable the evaluation process;
remuneration (weighted by the individual performance • at the beginning of 2023, each member of the General
By reference to each year of term-of-office, the maximum
evaluation of each of the members of the Executive Board of and Supervisory Board was interviewed by specialized
potential amount to be attributed to the members of the
Directors, representing 20% and taking into account consultants, answering questions of a quantitative and
Executive Board of Directors per mandate, in the event of full
performance during one year) and the multi-annual variable qualitative nature; namely, issues related to the
compliance with the defined objectives, which implies the
remuneration (weighted by the individual performance composition, organization and functioning,
payment of the maximum amounts fixed for the annual and
evaluation of each of the members of the Executive Board of performance of the General and Supervisory Board's
multi-annual variable remuneration, under the terms
Directors, representing 20%, and taking into account the activity and the relationship of this Board with its
described above, is the following:
performance during the three-year period). Specialized Committees and with other EDP governing
bodies were analysed; Likewise, issues related to the
• Chairman of the Executive Board of Directors:
For this purpose, the General and Supervisory Board carries composition and organization of the Executive Board of
2,600,000 Euros
out a self-assessment of its activity and performance, as well Directors, performance of the respective activity and
• Remaining members of the Executive Board of
as of the respective Committees, whose conclusions are the relationship between the Executive Board of
Directors: 7,280,000 Euros
presented in the annual activity report of the General and Directors and the General and Supervisory Board were
• Total amount: 9,880,000 Euros
Supervisory Board (Article 12 of the Internal Regulations of the analysed;
General and Supervisory Board). This corporate body also • assessment reports were produced by the General and
carries out an independent assessment of the activity and Supervisory Board, its Specialized Committees, and the
performance of the Executive Board of Directors, conclusions Executive Board of Directors, which were made
of which are presented to the General Shareholders’ Meeting available for consideration at a meeting of the General
and annexed to above referred report. and Supervisory Board;
• at a meeting, the General and Supervisory Board issued
EDP, on the initiative of the General and Supervisory Board, the respective assessment opinions, which are
voluntarily instituted a formal and objective process to included in this body's annual activity report;
assess both the activity of this body and the activity of the • at the General Meeting, in the point concerning the
Executive Board of Directors. The experience of recent years assessment of the Executive Board of Directors, the
has allowed the General and Supervisory Board to introduce Chairman of the General and Supervisory Board
some changes to the process with a view to making it more presents the respective opinion.
Integrated Annual Report 2022 Remunerations Report 524
*Includes Remuneration from actual EBD and Multiannual Remuneration from previous
EBD
The table below shows, in Euros, the gross remuneration amounts paid in 2022, individually, to the members of the Executive Board of Directors for the 2018-2020 term:
The table below shows, in Euros, the gross remuneration amounts paid in 2022, individually, to the members of the Executive Board of Directors in office, for the 2021-2023 term of office, as
well as the total gross remuneration amounts paid to each of these members in 2022:
TOTAL 2022
TOTAL
FIXED ANNUAL COMPONENT (TERMS 2018-2020
(TERM 2021-2023)
(2021) AND 2021-2023) (2)
Miguel Stilwell de Andrade 941,844 361,760 1,303,604 1,811,969
Miguel Nuno Simões Nunes Ferreira Setas 618,333 245,686 864,019 1,130,330
In 2022, no amounts earned by members of the Executive Board of Directors were paid by other companies in a control or group 3 relationship or that are subject to a common control, in Portugal
or abroad.
In 2022, the Remuneration Committee of the General and Supervisory Board hired an external consultant, Mercer (Portugal), Lda., to provide support in the validation and certification of the
calculation of the annual and multi-annual variable remuneration of the members. of the Executive Board of Directors.
Additional benefits • Use of a vehicle, in terms of the culture and practice The benefits and rights attributed to the members of the
consistently followed at EDP for service vehicles, which Executive Board of Directors under the terms of the
The members of the Executive Board of Directors also benefit includes, for the members of the Executive Board of Remuneration Policy may, by decision of the Remuneration
from the following additional benefits: Directors, the assignment of a driver, payment of costs Committee of the General and Supervisory Board, with a
and expenses related to the vehicle and its use. favourable opinion from the Corporate Governance and
• Payment of an annual Life Insurance and Personal Sustainability Committee, be adjusted according to the
Accident Insurance premium (along with the other The benefits and rights granted to the members of the practices market and continued alignment with EDP's
associated costs); Executive Board of Directors under the employment general Human Resources policy applicable at any given
contracts they have entered into with EDP will be suspended time, and must be justifiably reported in the first
• Payment of an annual premium for / co-payment of / during the exercise of their duties as members of the remuneration report that is presented after the
access to Health Insurance, extendable to spouse and Executive Board of Directors, thus not adding to the benefits aforementioned adjustment.
children (along with other associated costs); and rights above indicated.
3
Definition of group within the meaning of paragraph g) of no. 1 of article 2 of Decree-Law no. 158/2009, of 13 July, in accordance with paragraph d) of no. 2 of article 26-G of the Portuguese Securities Code.
Integrated Annual Report 2022 Remunerations Report 526
Pursuant to Article 402 of the Portuguese Companies Code Contracts and transition to the Contractual Balance The termination and non-compete agreement entered into
and Article 27(1) of EDP's Articles of Association, the Maintenance Costs regime and the extension of the use of was subject to approval by the Remuneration Committee of
Company may create old-age or disability retirement the Public Hydric Domain, and the conclusion with EDP, on 20 the General and Supervisory Board, under the terms of article
pension supplements in favour of the members of the November 2020, of termination of office and non-compete 429 of the Commercial Companies Code, article 27 of the
Executive Board of Directors. EDP has not created a agreements, it was agreed that EDP would maintain the EDP Statutes and the article 12, point h) of the Internal
supplementary retirement pension fund or plan for directors, obligation to pay the aforementioned Directors the monetary Regulations of the Remuneration Committee of the General
instead making annual contributions / or co-contributions amounts due as remuneration in relation to the mandate and Supervisory Board at a meeting held on 13 November
with the director to a Retirement Savings Plan (PPR) in a net elapsed between 2018 and 2020, including the respective 2020, and the General and Supervisory Board, at the
amount corresponding to 10% of the respective fixed and variable, annual and pluriannual, whose evaluation meeting held on 17 November 2020, expressed its
remuneration base. is the responsibility of the Remuneration Committee of the agreement to the respective conclusion and conferred
General and Supervisory Board, under the terms in force in powers to two members of the Remuneration Committee of
Malus and clawback rules the respective the remuneration policy statement approved the General and Supervisory Board to represent the
by this Committee and submitted to the appreciation of the Company in the signature of the referred agreement.
The right to variable remuneration and its effective payment General Meeting. In this context, the amounts paid in 2022
is conditioned to the non-performance, by the members of are those provided for in the itemized remuneration section In this context, in 2022, 400,000 Euros were paid to
the Executive Board of Directors, of any malicious illegal acts of this Remuneration Report. Dr. António Mexia as consideration for the non-compete
known after the evaluation has been carried out, and which obligation, in January and July, totalling 800,000 Euros, as
cause damage to EDP or jeopardize the sustainability of Given that Dr. António Luís Guerra Nunes Mexia had access, well as the aggregate amount of 145.896,72 Euros relating to
performance of EDP and are the subject of a claim for as a result and inherent in the performance of their duties, for insurance premiums health and life insurance and PPR Life
compensation to EDP, by shareholders or third parties. a period of fourteen years, to knowledge and extensive Insurance. In May 2022, the amount of 73.375,83 Euros was
privileged and particularly sensitive information in terms of also refunded relating to the Personal Income Tax withheld
If the provisions of the previous paragraph are verified, the competition in relation to the strategy and business of the with reference to the year 2021.
variable remuneration paid during the period of practice of EDP Group, non-compete pact was also signed with
the facts, overdue, or to be awarded, will be reimbursed, reference to the period after termination of duties. According B. Remuneration policy applicable to
to the analysis that preceded the conclusion of the
withheld, or not awarded to compensate for the damages members of the Governing Bodies
caused up to the competition of the full amount thereof. termination of functions and non-compete agreements, the
interests of the signatory parties were duly safeguarded, with approved by the Remuneration Committee
the respective final terms being based on the best market elected by the General Meeting
Exceptional payments arising from practices.
termination of service and The Remuneration Committee elected by the General
non-compete agreements As consideration for the non-compete obligation, EDP Meeting takes into account, for the purposes of the proposed
undertook to pay to Dr. António Luís Guerra Nunes Mexia, for remuneration policy for the members of the General and
Following the suspension of duties, during 2020, of Dr. a period of three years, the amount of 800,000 Euros and the Supervisory Board, the Board of the General Meeting and the
António Luís Guerra Nunes Mexia, Chairman of the maintenance, during the same period, of the payment of Statutory Auditor, namely, their fixed nature, as well as the
Executive Board of Directors for the three-year period 2018- insurance premiums and life insurance, as well as the PPR mandatory rules on their determination, in particular the
2020 and João Manuel Manso Neto, Board Member during Life Insurance whose net amount represents 10% of the fixed provisions of number 2 of article 440 of the Commercial
the same mandate, by court order issued within the scope of annual remuneration. Companies Code, which explains the criteria for determining
the process concerning the termination of Energy Acquisition the remuneration of the General and Supervisory Board, in
article 374-A of the Commercial Companies Code, pursuant
Integrated Annual Report 2022 Remunerations Report 527
to Law no. 50/2020, of 25 August, on the remuneration of Also in defining this policy, the Remuneration Committee i. There is a renewal of the governing bodies with some
members of the Board of the General Meeting and in article elected by the General Meeting maintains interactions both depth, with the decrease in the number of members of
60 of Decree-Law no. 224/2008, of 20 November, on the with members of the relevant governing bodies and with the the General Supervisory Board being highlighted;
remuneration of the Statutory Auditor. Company's stakeholders. ii. Experience has shown that the functions are
increasingly demanding and complex, which requires
It is therefore incumbent upon the Remuneration Committee As is the case of the Executive Board of Directors, the General greater availability of this body, and it should be noted
elected at the General Meeting to set the remuneration of the and Supervisory Board and its Specialized Committees, the that, in 2020, instead of the eleven annual meetings that
members of the following governing bodies: Board of the Remuneration Committee elected by the General were usually held, there were nineteen;
General Meeting, Chairman and members of the General and Shareholders’ Meeting develops mechanisms for the iii. The remuneration of the governing bodies, with the
Supervisory Board, Statutory Auditor and the Environment prevention and management of conflicts of interest, under exception of the remuneration of the Chairman of the
and Sustainability Board. The Financial Matters the terms set out in article 10 of the EDP Statutes, observing General Supervisory Board, has not changed since
Committee/Audit Committee is treated together with the the following essential rules: 2009, and in that year there was a reduction in relation
other Specialized Committees of the General and to the 2006/2008 term of office;
Supervisory Board. i. When a member of the Remuneration Committee is in a iv. Remuneration must also consider market comparables
situation of actual or apparent conflict of interest in a and be sufficiently attractive and adjusted to the
Considering the competence of the Remuneration decision to be taken by this body, he must previously responsibilities of the functions;
Committee elected at the General Meeting, its attributions inform the Committee of the facts that may constitute or v. The current remuneration of the members of the General
aim to define fixed remuneration, so the legal determinations give rise to a conflict between his interests and the Supervisory Board is, for the reasons mentioned above,
and others relating to variable remuneration, with their Social. well below market comparables, namely in the sector in
various dimensions, are not applicable here, without ii. In the situation referred to in the previous number, the which EDP operates.
prejudice to the necessary alignment, underlying the member of the Remuneration Committee must abstain
principles that shape remuneration policies, anchored, from participating and voting at the meeting in which the The proposed Remuneration Policy for the Members of the
namely in the EDP Business Plan for the period 2021-2025. topic is discussed and voted on, without prejudice to the Governing Bodies aims to comply with the provisions of Law
duty to provide information and clarifications that the no. 50/2020, 25 August, and incorporate the corporate
Procedures for adopting the policy Committee or the respective members ask you. governance guidelines set out in the IPCG Corporate
Governance Code adopted by the Company, framing within
In the definition of the Remuneration Policy, proposals are It should also be noted that, under the statutory terms, the the guidelines that have been defined by the Company's
made to ensure that remuneration is adequate, contribute to Remuneration Committee elected by the General Meeting is reference shareholders, which are formulated in accordance
the business strategy and sustainability of EDP and reflect composed of a majority of independent members. with the aforementioned applicable rules and
the risk profile and the long-term objectives and interests of recommendations and with the best practices existing in the
EDP, showing still complying with legal norms, principles, and General Definition and Characterization sector.
relevant national and international recommendations.
When defining the remuneration policy presented by the It should be noted, as already mentioned, that the proposal
The Remuneration Committee elected by the General Remuneration Committee and approved at the General for the Remuneration Policy for the Members of the
Shareholders’ Meeting is also attentive to market references, Meeting, held on 14 April 2021, the following factors were Governing Bodies has a necessarily limited and reduced
following benchmark studies carried out in due course. considered: scope, since the definition of the remuneration policy for the
members of the Executive Board of Directors is in charge of
the Remuneration of the General and Supervisory Board.
Integrated Annual Report 2022 Remunerations Report 528
Therefore, the scope of the proposed Remuneration Policy iii. Evaluation and encouragement of a judicious action in ii. The performance with merit and the complexity of the
does not include any variable remuneration to directors, which merit must be duly rewarded, ensuring levels of functions performed by the members of each body must
remuneration based on shares or any other remuneration homogeneity compatible with the necessary cohesion be considered, so that the cohesion, stability, and
complement, a matter that is the responsibility of the of the General Supervisory Board, while also considering development of the Society are not jeopardized.
Remuneration Committee of the General and Supervisory the economic and financial situation of the company
Board. For this reason, several legal provisions deriving from and the country, even though EDP operates on a global iii. Regarding the Chairman of the General Supervisory
Law no. 50/2020, 25 August, concerning the referred scale. Board, it must be considered that the functions require
matters, notably, those set forth in Article 26-C (3) (4) of the iv. Alignment of the remuneration of the various members great availability and include a strong component of
Portuguese Securities Code. of the governing bodies by companies with the highest institutional representation. He may also chair the
market capitalization and European counterparts, Financial Matters Committee/Audit Committee, without
Principles underlying the remuneration policy naturally adapted to the Portuguese market. additional remuneration.
v. The most recent recommendations issued by the
of the members of the Governing Bodies
European Union and the Securities Market Commission. iv. If the chairmanship of the Financial Matters Committee/
(excluding that of the Executive Board of vi. Alignment of remuneration with the specific Audit Committee is assigned to another member of the
Directors) responsibilities inherent to the position in question. General Supervisory Board, other than its Chairman,
vii. Alignment of remuneration with the time required to he/she must have a compatible remuneration,
The Remuneration Committee elected by the General spend in each position. depending on the responsibility of the position and the
Shareholders’ Meeting defined the remuneration policy for viii. Simplification of the remuneration policy. requirement of availability.
the members of the General and Supervisory Board, having
as a guiding principle that it should be simple, transparent, v. In any case, the Chairman of the General Supervisory
Structure of the remuneration policy for the
moderate, adapted to the working conditions performed and Board, or the Chairman of the Financial Matters
the Company's economic situation, but, also competitive and members of the Governing Bodies (excluding
Committee/Audit Committee, if they are separate
equitable, in order to guarantee the purpose of creating value that of the Executive Board of Directors) persons, may not accumulate any other remuneration in
for shareholders and other stakeholders. relation to the basis assigned to them.
Based on these criteria and considering the challenges that
The Remuneration Committee elected by the General the Company intends to pursue during the term of office vi. It is also important to differentiate the performance of
Shareholders’ Meeting based its decisions on remuneration 2021-2023, the Remuneration Committee elected by the other specific functions, within the scope of the General
policy on the following main guiding principles: General Meeting decided that the following guidelines Supervisory Board, namely the participation of members
should apply
i. Definition of a simple, clear, understandable, vii. of the General Supervisory Board in other committees, as
transparent policy in line with EDP's culture, so that the i. A distinction must be maintained between the well as the functions performed in these committees.
remuneration practice can be based on uniform, remuneration attributed to the members of the General
consistent, fair, and balanced criteria. Supervisory Board and those fixed to the members of the viii. Finally, it should be considered that, historically, the
ii. Definition of a policy consistent with effective risk Executive Board of Directors, with the former not being remuneration of the Chairman of the Board of the General
management and control, to avoid excessive exposure allocated a variable remuneration component or any Meeting is similar to the remuneration attributed to the
to risk and conflicts of interest and seeking consistency other remuneration supplement. Chairman of a Committee. For this reason, the
with the Company's long-term objectives and values. remuneration of the Chairman of the Board is aligned
Integrated Annual Report 2022 Remunerations Report 529
ix. accordingly, and his inherent membership of the position of Member of the General Financial matters committee / Audit committee: the following values add to the base
Supervisory Board is also considered. remuneration
Remuneration limits • The Chairman of the General and Supervisory Board and the Chairman of the Financial
Matters Committee/Audit Committee (if not the Chairman of the General Supervisory
Accordingly, and considering the aforementioned, the Remuneration Committee elected by Board), even if they form part of other committees, will not have any additional
the General Shareholders’ Meeting submitted to the shareholders the proposal for the gross remuneration.
remuneration of the members of the governing bodies identified below, for the financial year • No other Member of the General and Supervisory Board may, in addition to the basic
that began on 14 April 2021 and until the term of office, under the terms that follow: remuneration, accumulate remuneration in more than two committees, in accordance
with the rules referred to above, even if they participate in a greater number.
GENERAL AND SUPERVISORY BOARD ANNUAL REMUNERATION
CHAIRMAN OF THE GENERAL AND SUPERVISORY BOARD: EUR. 515,000.00
Member of the General and Supervisory Board: EUR. 70,000.00
Integrated Annual Report 2022 Remunerations Report 530
Amounts earned broken down D. Specifics applicable to the remuneration of the Statutory
Auditor
The gross global amount paid by EDP to the members of the General and Supervisory Board
in 2022 was 2,037,999.64 Euros.
Contractual nature
The following table presents the amounts of remuneration paid during the 2022 financial year
to the members of the General and Supervisory Board in office for the 2021-2023 term of At the General Shareholders’ Meeting held on 14 April 2021, PricewaterhouseCoopers &
office: Associados - Sociedade de Revisores de Contas, Lda., Sociedade Revisor Oficial de Contas
number 183, represented by João Rui Fernandes Ramos (ROC n.º 1333), was re-elected to
MEMBERS OF THE GENERAL AND SUPERVISORY BOARD GROSS FIXED EUROS Statutory Auditor for the three-year period 2021-2023, having, on the same date, been re-
João Luís Ramalho de Carvalho Talone 515,000
elected Aurélio Adriano Rangel Amado (ROC n.º 1074), as Substitute of the Statutory Auditor,
to perform duties during the aforementioned three-year period.
China Three Gorges Corporation 70,000
China Three Gorges International Limited 70,000 The Remuneration Committee elected by the General Shareholders’ Meeting decided that the
China Three Gorges (Europe), S.A. 90,000 remuneration of the Statutory Auditor will correspond to the amounts contained in the
China Three Gorges Brasil Energia, S.A. 90,000
“Agreement for the Provision of Legal Audit Services” entered into between EDP and
PricewaterhouseCoopers & Associados - Sociedade de Revisores de Contas, Lda.
China Three Gorges (Portugal), Sociedade Unipessoal, Lda. ( *)
95,000
DRAURSA, S. A. 110,000
Scope of activity and services provided
Fernando Maria Masaveu Herrero 90,000
João Carvalho das Neves 143,000 PricewaterhouseCoopers & Associados - Sociedade de Revisores Oficiais de Contas, Lda.
María del Carmen Fernández Rozado 115,000 and its network (PWC) are responsible for carrying out the independent audit of all the
companies that make up the EDP Group, namely in Portugal, Spain, Brazil (EDP Renováveis)
Laurie Lee Fitch 110,000
and the United States of America, as well as in other countries in which the Group is located.
Esmeralda da Silva Santos Dourado 110,000 gift. In the EDP Energias do Brasil sub-group, the independent audit is performed by KPMG -
Helena Sofia da Silva Borges Salgado Fonseca 115,000 Auditores Independentes Ltda (KPMG).
Zili Stephen Shao 90,000
All services provided by the Statutory Auditor during the 2022 financial year are detailed in
Sandrine Dixson-Declève 90,000
Part III, Item 46, of this Integrated Annual Report.
Luís Maria Viana Palha da Silva 95,000
(1)
Remuneration paid to the representative Dr. Miguel Espregueira Mendes Pereira Leite
Integrated Annual Report 2022 Remunerations Report 531
Fees earned
PRICEWATERHOUSECOOPERS
Audit and statutory audit of accounts 2,607,796 1.359.251 299.566 1.691.149 2.131.692 8.089.454 79%
Other assurance of reliability services (*) 1.776.591 334.590 37,533 - 33,129 2,181,843 21%
Total of audit and assurance of reliability services 4,384,387 1,693,841 337,099 1,691,149 2,164,821 10,271,297
Total 4,399,400 43% 1,693,841 16% 337,099 3% 1,691,149 16% 2,164,821 21% 10,286,310 100%
(*) Includes assurance of reliability services of the exclusive competence and responsibility of the Statutory Auditor in accordance with the Regulations on Provision of Services by Statutory Auditor or Statutory Auditing Company approved by the General and Supervisory Board.
The amount of fees for “Audit and statutory auditing” in Portugal includes 1,783,602 Euros Services other than Audit and Legal Review of Accounts requested by Group companies from
corresponding to the fees for statutory audit of the annual, individuals and consolidated the External Auditor and other entities belonging to the same network, amounted to
accounts of EDP - Energias de Portugal, S.A. 2,245,488 Euros.
KPMG
E. Particulars applicable to the remuneration of the Environment The members of the Remuneration Committee of the General Meeting received, in 2022, the
and Sustainability Board following remunerations:
Under the terms of the current remuneration policy, approved by the General Shareholders’ REMUNERATION COMMITTEE OF THE GENERAL
GROSS FIXED EUROS
SHAREHOLDERS’ MEETING (*)
Meeting on 14 April 2021, the members of the Environment and Sustainability Board are
entitled to receive an attendance fee per meeting in the amount of 1,750 Euros. Luís Miguel Nogueira Freire Cortes Martins 5,000
of the Remuneration Committee of the General Shareholders’ Meeting, amounts which were settled during the 2022 financial year.
ENVIRONMENT AND SUSTAINABILITY BOARD (1) GROSS FIXED EUROS
José Manuel Caré Baptista Viegas 1.750 G. Particulars applicable to the remuneration of the Chairman of
Joana Pinto Balsemão (2) - the General Meeting
Joaquim Manuel Veloso Poças Martins 1.750
The remuneration policy submitted by the Remuneration Committee elected by the General
Maria Mendiluce 1.750
Meeting, approved at the General Meeting held on April 14, 2021, provides, as regards the
Pedro Manuel Sousa Mendes Oliveira 1.750 members of the Board of the General Meeting, as follows:
(1)
As a result of the activity carried out during 2022, each of the members José Manuel Caré Baptista Viegas, Joaquim Manuel Veloso
Poças Martins, Maria Mendiluce and Pedro Manuel Sousa Mendes Oliveira have earned 1,750 Euros in January 2023.
(2)
Waived the respective remuneration. BOARD OF THE GENERAL MEETING ANNUAL REMUNERATION (*)
Together with the re-election of the members of the Remuneration Committee of the General
Meeting, the Meeting approved the respective remuneration, for the 2021-2023 term, in the The Chairman and Secretary of the Board of the General Shareholders’ Meeting do not
following terms: receive remuneration in this capacity, given that they are remunerated as a member of the
General and Supervisory Board and as Company Secretary, respectively.
REMUNERATION COMMITTEE ANNUAL REMUNERATION
The Vice-Chairman of the General Meeting, elected on 6 April 2022, waived the respective
PRESIDENT: EUR. 20,000.00 remuneration
Members: EUR.15,000.00
Integrated Annual Report 2022 Remunerations Report 533
8 8 9 9 5 5*
12.84 11.6%
11.87 11.30 11.54
10.69 5.0%
8.58 -2.7% 0.5%
Dividends
(€ million)
2017 2018 2019 2020 2021 2022
* As a result of the Extraordinary General Meeting of 19 January 2021, the Executive Board of Directors elected for the 2021-2023 term is
composed of 5 members. The amount of EUR 8.58 million refers to the amounts of remuneration paid in 2022, relating to the terms of office 694.74 694.74 694.74 694.74
of 2018-2020 (9 members) and 2021-2023 (5 members).
Note: Exchange rate at constant values (average from 2015 to 2017) 3.72 EUR/BRL, applied to the period from 2017 to 2022.
Integrated Annual Report 2022 534
Our
future
Integrated Annual Report 2022 Part V Annexes 536
Part V
Annexes
Monte Mattina –Onshore Wind Farm –Itália
Integrated Annual Report 2022 Part V Index 537
Annexes
Annex 1 – Final references 538 Annex 6 – ESG frameworks 550 Annex 7 – Glossary 579
Annex 2 – Reporting principles 539 Annex 6.1. - Non-financial statement 550 Annex 8 – Certifications and
Annex 3 – Proposal for the Annex 6.2. - CMVM table 553 Declarations 589
appropriation of profits 542 Annex 6.3. - TCFD alignment 559 Annex 9 – Report on the allocation and
Annex 4 – 2022 goals follow-up 543 Annex 6.4. - SASB table 561 impact of green finance 607
Annex 5 – Tax transparency 544 Annex 6.5. - GRI table 566 Contacts 616
Integrated Annual Report 2022 Annexes Annex 1 - Final references 538
We would like to thank EDP’s shareholders for placing their trust in the Executive Board of Directors and for the support they provided.
We would also like to thank members of the Corporate Bodies, responsible for the audit and supervision of the group, for their support. A special word of thanks to the General and Supervisory
Board for their expert guidance and counsel.
The Executive Board of Directors also extends its gratitude to all the stakeholders EDP engaged with in 2022, notably, clients, suppliers, regulators, partners, and local communities.
Lastly, a special thanks to all EDP employees. Your determination and commitment were critical to achieving this year’s results.
Miguel Nuno Simões Nunes Ferreira Setas Ana Paula Garrido de Pina Marques
The internal process verification is described in this page, under ‘Internal and external
EDP has reported in accordance with the GRI Standards for the period from January 1st, 2022 assurance’. External verification is an additional guarantee of the reliability of the content,
to December 31st, 2022. regarding the indicators included in GRI Table.
Balance Within the framework of the defined strategy, EDP fosters a corporate culture of permanent
demand for excellence in sustainability, based on its nine principles of sustainability
The content of the Report considers both the most positive facts of the year and those less (additional information at www.edp.com).
positive when materially relevant.
The group's sustainability performance is globally reported based on the consolidation criteria
Comparability defined and described in the next point. Regarding the subsidiary companies, the group
defines a clear strategy for continuous improvement of its performance, supported by the
The information reported covers a four-year time series in the material topics indicators internal process of identifying the year's material issues and emerging trends in the sector,
relevant to the EDP group's business (Chapter 2.2. Materiality) and enables a comparative always considering the local conditions in which it operates. Regarding the jointly controlled
analysis of the company's performance. companies, the group positively influences its performance and highlights the major initiatives
of the year throughout the Report, when materially relevant. In the supply chain, the approach
Transparency is management, and the material issues are published. In this context, the group advocates a
relationship supported in trust, collaboration and shared value creation (Supplier
An online glossary is provided in Annex 7 – Glossary. helping to understand some of the Management). Finally, on the customer side, EDP has a growth strategy supported by an
technical terms used. In addition to the publications in pdf, a web version is also available, increasingly clean supply, contributing to higher energy efficiency through decarbonisation
facilitating navigation through the different contents. solutions (Decarbonising the world).
The scope of the Report is explained, as well as the consolidation criteria. All exceptions and The consolidation criteria of non-financial information are as follows:
changes to criteria are duly identified and highlighted. The definitions and descriptions of the
calculation methodologies of the main indicators employed are available online, in the • in the subsidiary companies where the group exercises control, the performance of
glossary. companies is reported at 100%
• in jointly controlled companies and where the group exercises significant influence, the
Timeliness operational, environmental and social information is published, given its relevance to the
group.
The Report has an annual frequency and covers the calendar year 2022.
Integrated Annual Report 2022 Annexes Annex 2 - Reporting principles 540
A list with the companies and the respective consolidation method is available in Part II – Inclusion of stakeholders
Financial statements.
The principle of inclusion envisages that stakeholders are consulted, that their expectations
Included in this list is the company Iberenergia, S.A.U. in which the group has a 100% holding and concerns are known and are incorporated into the decision-making process.
and which is consolidated by the full consolidation method. This company owns 15.5% of Trillo
Nuclear Power Plant and as EDP is a minority shareholder it does not exercise operational Periodically, interaction initiatives are promoted with different segments of the company's
control or have the power to make financial decisions, through the limited percentage it owns stakeholders, while there are also dedicated communication channels devoted to specific
of this power plant Given this, EDP does not report operational, environmental and company segments.
information regarding this plant in its Integrated Annual Report. However, information on its
performance can be consulted at www.cnat.es. Response and Integrity
Materiality EDP undertook commitments and delineated Action plans for material themes, replying
strategically to the main stakeholders' expectations. The Objectives and Goals are listed in
In terms of sustainability management and reporting on its performance, the EDP Group Chapter 2.4. Strategic priorities, and in Chapter 2.2. Materiality is the group's materiality
periodically identifies the themes and trends that in the short, medium and long term are matrix for 2022, whose themes are developed throughout the document.
capable of influencing value creation for the company. The Material Issues add both financial
and non-financial dimensions, namely those of the economic, environmental and social Internal and external assurance
dimensions that may influence, or be influenced by, different EDP stakeholders.
The overall coordination of the process of preparing the EDP Sustainability Report is the
The materiality analysis assesses and prioritises the relevance of an issue for EDP and its responsibility of the Sustainability Department. The contents are subsequently viewed and
respective stakeholders, periodically reviewing their expectations in order to support the approved by the Executive Board of Directors.
organisation's decision-making and strategy development process.
The external verification of sustainability content, carried out by PricewaterhouseCoopers &
More detail on the EDP group's internal methodology for determining Materiality, as well as the Associados - Sociedade de Revisores Oficiais de Contas, Lda. has the external verification
list of topics analysed in 2020, is available in the EDP group's 2020 Materiality Process Report level "Limited" for a set of indicators according to the GRI Table. Except for the emission and
at www.edp.com. energy consumption indicators which are appropriately flagged with “Reasonable
assurance".
Verification according to AA1000 (2018)
Material topics (Chapter 2.2 Materiality) are identified within the framework defined by
AA1000 AP (2018), ensuring the identification of critical stakeholders; integrating their
expectations into the corporate and operational strategy and seeking to respond
appropriately to their expectations.
As in previous years, EDP was subject to verification of compliance with AA1000 AP (2018) in
2022 by the auditors, PwC, specifically in the principles of inclusion, materiality, response and
impact.
Integrated Annual Report 2022 Annexes Annex 2 - Reporting principles 541
The GRI Table lists the GRI-Standard indicators in accordance with the GRI Standards for the
period from January 1st, 2022 to December 31st, 2022 and the specifics of the G4 Electric
Utilities Sector Disclosures, assuming deadlines for the implementation of the indicators for
which full compliance has not yet been possible. Simultaneously, the following table identifies
the available information that responds to the ten principles of the Global Compact,
demonstrating EDP's commitment to this initiative.
Integrated Annual Report 2022 Annexes Annex 3 - Proposal for the appropriation of profits 542
1. The 2022 financial year results, in the total amount of € 848,564,984.40, have the
following allocation:
2. Dividends to be paid in the amount of €0.190 per share, in the total amount of
€753.479.392,28.
*
The proposed endowment amount remains unchanged from 2019.
Additionally, EDP is studying the possibility of carrying out an accelerated book building under
the authorization of article 4, paragraph 4 of the Bylaws. If, as a result of this accelerated book
building, the share capital is increased, the proposal for the distribution of results to be
presented to the EDP General Assembly will be revised accordingly, in particular:
Annex 5 - Tax transparency ii. the determination of the transfer price is based on the economic rationale
underlying intra-group transaction and cannot, in accordance with the internal
rules of the EDP group, constitute a planning tool
The fiscal footprint of the group iii. intra-group transactions are documented in accordance with the transfer
pricing legislation in force in each geographical region. Transfer pricing tax
EDP is a utility present in 29 countries, the value chain of which includes the activities of dossiers are usually drawn up in which intra-group transactions are identified
production, transportation and distribution and marketing of energy. These activities involve and their pricing is validated on the basis of economic analyses prepared by an
various types of taxes, levies and financial contributions which, when considered in a global independent body.
manner, determine the level of taxation to which the EDP group is subject.
• it adopts tax practices based on principles of economic appropriacy and commonly
Of all the phases in the EDP value chain, its energy production activity is the one that accepted business practices
contributes most significantly to the payment of taxes and other contributions. • it discloses true and complete information concerning the relevant transactions
• it seeks to defend its legitimate interests by administrative means and, where
Tax strategy mission appropriate, judicially, when the payment of any taxes, contributions and levies
reasonably raises doubts of legality.
The EDP group´s tax strategy rests on five fundamental pillars:
2. The EDP group reconciles responsible compliance with its tax obligations with the
1. The EDP group considers that it has an ethical and civic duty to contribute to the financing commitment to create value for its shareholders, advocating efficient management of its
of the general functions of the states where it is present by paying taxes, levies and other tax burden through the use of legally available tax benefits and incentives in each
contributions due, contributing to the well-being of citizens and to the development of the jurisdiction and which are appropriate to the business carried out.
group's local businesses. In this context, it carries out its fiscal function with the utmost 3. The EDP group is committed to maintaining a relationship with the Tax Authorities of the
rigour and professionalism in line with the Fiscal Mission of the EDP group, in accordance countries where it operates based on principles of trust, goodwill, transparency,
with the following principles: cooperation and reciprocity, the aim being to facilitate the implementation of tax law and
minimize litigation.
• it implements the options which are most appropriate to the business and However, whenever adjustments promoted by the Tax Authorities, in particular in transfer
shareholders in faithful compliance with the spirit and letter of the Law pricing, result in double taxation of income within the group because different
• it pays the taxes that are due in all the geographical areas where it carries out its geographical regions are involved, EDP may consider it appropriate to challenge this
activity situation by using the legal mechanisms provided for this purpose (Conventions to Avoid
• it adopts the principle of full competition in intra-group transactions, in the context of Double Taxation/Friendly Procedure/Tax Arbitration).
applicable international rules, guidelines and best practice on transfer pricing in the 4. The EDP group applies responsible fiscal policies, striving to maintain a low-risk tax
light of Organisation for Economic Cooperation and Development (OECD) profile that allows it to avoid conduct that could generate significant tax risks. To this end,
guidelines, implementing across the board an internal transfer pricing policy based it has put in place an across-the-board risk management policy with the objective of
on three main principles: identifying, quantifying, managing, monitoring and minimizing, among other things, fiscal
risks, in close liaison with the highest levels of control and decision (Executive Board of
i. all intra-group transactions of a commercial or financial nature have pre- Directors and General and Supervisory Board). In this implementation, the General
defined and aligned pricing with respect to their terms and conditions, in line with Supervisory Board appointed a Committee on Financial Matters/Audit Committee,
what would normally be practised between independent entities in comparable which, among others, has the function of tracking and monitoring the group's policy and
transactions fiscal activity.
Integrated Annual Report 2022 Annexes Annex 5 - Tax transparency 545
5. The EDP group regards transparency as a basic principle for its fiscal function, particularly TAXES BORNE (PAID) BY THE EDP GROUP, BY THE GEOGRAPHICAL AREA
through:
10%
• not using opaque structures or operations in jurisdictions for reasons that are not
strictly connected to the economic activity carried out within them. The EDP group 39%
does not have subsidiaries in territories considered to be uncooperative under 11%
Portugal
Portuguese legislation and/or OECD guidelines
Spain
• the mission and Fiscal Policy, followed right across the EDP group, was approved by
the group's Executive Board of Directors, is available online and is mentioned in the Brazil
€0.9 billion
EDP group’s Report and Accounts. 7%
in 2022 USA and Canada
25%
Considering the set of taxes that are the burden of the E DP group, the most relevant tranche Corporate Income Tax
8%
(31%) concerns specific taxation on the energy sector (including the windfall tax paid in
Romania and Italy and the Extraordinary Contribution to the Energy Sector in Portugal -
Specific taxation on the energy
ECES), followed by income tax (24%) and, finally, social security contributions borne by sector (includes CESE)
companies (17%). €0.9 billion
Social security contributions
in 2022 payable by companies
Property taxes
17%
Other
40%
Integrated Annual Report 2022 Annexes Annex 5 - Tax transparency 546
TAXES COLLECTED BY THE EDP GROUP AND DELIVERED TO THE STATES (BURDEN As regards income taxes, in the main countries in which it operates, the EDP group is subject
OF OUR AGENTS), BY GEOGRAPHICAL AREA to nominal rates of taxation varying between 16% in Romania and 31.5% in Portugal, adding
municipal and state surtaxes to the nominal rate in the case of companies located in Portugal.
3%
In Portugal, taxes borne (paid) in 2022 amounted to 352 million euros, essentially underlining
the burden of specific taxation for the energy sector, of which 52 million euros refers to the
24% ECES, and 74 million euros of social tariff. To these amounts should be added 77 million euros
39%
Portugal of social security contributions payable by the companies and 92 million euros relating to
other taxes and levies.
Spain
€2.1 billion With regard to taxes collected by the EDP group and delivered to the states where it carries out
in 2022 Brazil its activity (third-party costs), this value rose to 2.1 billion euros in 2022, mostly associated
with the collection of excise taxes (e.g.: VAT).
Other (26 countries)
Specific taxation for the energy sector
Specific taxation on the energy sector is a significant burden on the EDP group, especially in
Portugal, which in 2022 represents about 48% of the total amount paid by the entire EDP
34%
group in the field of taxes associated with the energy sector.
TAXES COLLECTED BY THE EDP GROUP AND DELIVERED TO THE STATES (BURDEN
In view of the high impact that the energy sector has on communities (populations and
OF OUR AGENTS), BY TYPE OF CONTRIBUTION
environment), especially the electricity sector, and its weighting in economies, several
countries have implemented specific taxation mechanisms in this regard.
2% 2%
6% Consumption Tax
This taxation is not generally related to the result of the economic activity carried out and is
liable to influence the decisions of economic agents in the development of their businesses
13% 40% Social security and in financing, investment and divestment decisions.
contributions payable
by workers
Income tax withheld at In fact, while income taxes are levied on taxable income, other taxes, levies and contributions
Source
€2.1 billion of significant impact relate, for example, to the quantity of energy produced, the use of natural
in 2022 Concession rents – resources, the possession of certain assets associated with the generation and distribution of
distribution activity electricity, waste produced or the use of fossil fuels, and are therefore not related to the
Audiovisual tax economic performance of the business as reflected in its accounting results, thus capturing
part of the share value.
Specific taxation on
the energy sector
34% 3% Other
Integrated Annual Report 2022 Annexes Annex 5 - Tax transparency 547
Specific taxation for the energy sector in 2022 the social tariff consists of a discount on the electricity bill allocated to economically
vulnerable consumers, the number of which has been extended over time, and which is
In the context of energy emergency and with a view to tackling high energy prices, Council fully financed by ordinary electricity producers. In 2022, the amount borne by the EDP
Regulation (EU) 2022/1854 of 6 October 2022 (Regulation) came into force, which provided group in this respect amounted to approximately 74 million euros
for, among other things, the introduction of price cap mechanisms for market revenues • in 2022, EDP group paid 51.5 million euros by way of ECES. This tax is on the net assets of
obtained by electricity producers from, essentially, renewable energy, and a temporary the production, transport, distribution and marketing of electricity
solidarity contribution applicable exclusively to companies active in the crude oil, natural gas, • the mechanism to restore competitive balance between electricity producers operating
coal and refining sectors. on Portuguese territory and electricity producers operating in Spain (known as clawback)
was created following the introduction of the Impuesto Sobre el Valor de la Producción de
Although the rules contained in this Regulation are aimed at creating standardising measures la Energía Eléctrica in Spain. The latter was suspended in Spain during 2022, and
in the European Union in response to rising energy prices, certain countries where the EDP Portuguese legislature also provided for the suspension of clawback for the same period.
group is present have introduced unilateral measures, giving rise to the payment of windfall However, the chart shows an amount paid of approximately 36 million euros, which
taxes in Romania and Italy, amounting to approximately 101 million euros and 9.5 million euros corresponds to payments for the years 2019 and 2020.
respectively.
Nevertheless, based on the set of countries where the EDP group operates, Portugal continues
to be the one with the highest level of energy taxation, both in the number of taxes and in
amounts collected, having represented, in 2022, a charge of 176 million euros, as presented
here:
in 2022
Rents of Energy Power
Plants
4% Social Tariff – Electricity
Other
20%
3%
Integrated Annual Report 2022 Annexes Annex 5 - Tax transparency 548
TAXATION IN THE VALUE CHAIN To the extent that the international accounting regulation (IFRS) under which the EDP group
prepares and discloses its financial statements does not necessarily advocate alignment
between the accounting of income tax expenditure or income and the corresponding cash
inflow or outflow effect, it should be stressed that the information contained in the report and
accounts does not necessarily represent the tax paid or received by the EDP group, in the
period to which it relates.
Rather, in this Report, taxes paid and received by the EDP group are disclosed on an annual
basis, including a set of fiscal information and metrics.
In addition, it should be noted that the EDP group, as a multinational group, fully complies with
the annual communication and reporting obligations arising from the implementation of the
provisions of Action 13 of the Base Erosion and Profit Shifting project (known as Country-by-
Country Reporting), which is part of a plan to strengthen transparency for tax administrations
adopted by the OECD and G20 countries. This obligation is fulfilled in Portugal by the parent
company, in accordance with the established legal deadlines (corresponding to the last
reporting period for 2021).
Also, within the Framework of the OECD and its Pillar 2 project - which aims to ensure a
minimum overall effective taxation of 15% in each geographical region where the
multinational company has a presence - EU Directive 2022/2523 was published on 14
December, which came into force the day following its publication in the Official Journal of the
EU and is due to be transposed by Member States by 31 December 2023. Taking into account
the preliminary analysis carried out on it and the magnitude of EDP group´s consolidated
income, it is expected that it will be subject to this tax regulation. However, since its
implementation is dependent on the terms under which it is transposed by the various Member
States it is not yet possible to anticipate the impact of this regulation on the EDP group.
Disclosure of fiscal information
Financial risk management
On a quarterly basis, the EDP group describes in its Reports and Accounts the main
characteristics of the tax systems applicable in the countries where it operates, such as The fiscal risk management and control process begins with the identification and
nominal rates for tax on income, the legal framework for tax losses/benefits and the most cataloguing of the risks to which the EDP group is subject.
relevant legislative changes. In addition, this publicly disclosed information includes an
analysis of the reconciliation between the nominal rate and the effective rate of tax on income In this sense, the EDP group continuously monitors fiscal risks and uncertainties, conducting
applicable to the EDP group, in a consolidated way. Through this analysis, the EDP group regular exercises to identify and quantitatively assess its main fiscal risks, and closely
explains the weighting of the tax on income recorded in the income statement, which includes, monitoring the development of possible external events with potential material impact. The
overall, the impact of current tax and the effect of existing temporary differences (deferred group identifies the risks to which it is exposed based on the following classification:
taxes).
Integrated Annual Report 2022 Annexes Annex 5 - Tax transparency 549
• compliance risk, associated with potential full and timely failure to comply with tax
obligations
• technical analysis risk that leads to potentially less appropriate fiscal decision-making,
especially in contexts of uncertainty concerning its fiscal handling
• internal and external communication risk, associated with the risk of deficient
communication between the teams that make up the tax areas and internal (e.g., business
units) or external entities (e.g.: Tax Authorities)
• reputational risk, related to distortions in stakeholders’ interpretation of the financial and
tax information disclosed.
Contingency, in close cooperation with the relevant business units, corporate legal services
and external lawyers and consultants, with a six-monthly report of their development
presented to the General and Supervisory Board of the EDP group.
In addition, the EDP group's Executive Board of Directors is involved in the decision-making
process of the most important operations, and fiscal impact, if any, must be analysed, recorded
and included in the documentation submitted for approval, in particular when this may
constitute an important element in decision-making, in order to ensure long-term value
creation for shareholders.
EDP also has a Financial Matters Committee/Audit Committee, the main mission of which, by
delegation of the General and Supervisory Board, is to monitor and supervise, on a permanent
basis, inter alia, matters related to the internal control system of financial information and the
risk management process, in particular in the area of tax.
Integrated Annual Report 2022 Annexes Annex 6 – ESG Frameworks 550
Consolidated and company non-financial statements under articles 66th -B and 508th -G of the Commercial Companies Code
Code of Ethics
4.1. ESG and Operational
Indicators
Sustainable Diversity Policy 3.6.2.1.1. Ethics
4.2. GRI Indicators
Development Declaration of respect for Human and Labour 3.6.2.4. People management
Equality policies between men Annex 6.3. - TCFD Table
Principles rights 2.3. Risk Management 3.6.3.4. Respect and advocate for Human
and women Annex 6.4. – SASB Table
EDP policy on selection of the members of Rights
Annex 9 - Report on the
Corporate Risk the GSB and EBD Part III – Corporate Governance Report
allocation and impact of green
Management
finance
Policy
Integrated Annual Report 2022 Annexes Annex 6 – ESG Frameworks 551
The following table sets out the Portuguese Securities Market Commission (CMVM) guidelines for the disclosure of non-financial information by companies issuing securities admitted for
trading in a regulated market. Much of the information required is already subject to mandatory disclosure under Article 66-B and approval by the general meeting under Article 65, both from
the Commercial Companies Code, and is reflected in the Annex 6.1. - Non-financial statement. They also reflect relevant information to be provided to investors and other stakeholders made
available in the following items: Annex 6.3. - TCFD table and Annex 6.4. - SASB table.
ADOPTED
REPORTING GUIDELINES FOR NON-FINANCIAL INFORMATION BY EDP LOCATION DESCRIPTION IN THE REPORT
(Y/N)
Description of the company’s general policy on sustainability issues,
indicating any changes to the policy previously approved. This report
A. Introduction Description of the methodology and the reasons for its adoption in the Yes Integrated Annual Report 2022 Message from the CEO
reporting of non-financial information, as well as any changes that have Vision, values and commitments
occurred in relation to previous years and the reasons for these changes.
General description of the company/group’s business model and form of Our key metrics
organisation, indicating the main business areas and markets where it Our presence
B. Business model Yes Integrated Annual Report 2022
operates (if possible, using organisational diagrams, graphs or functional Our organisation
charts). Our business model
Identification of the main risks associated with the topics being reported on
and arising from the Company’s activities, products, services or business
relations, including, where appropriate and whenever possible, the supply Shareholder structure and corporate governance
and subcontracting chains. Sustainability Organisation (www.edp.com)
Indication of how these risks is identified and managed by the Company. 2.1. Global energy trends
Explanation of the internal functional division of powers, including the 2.3. Risk management
C. Main risk factors governing bodies, commissions, committees or departments responsible for Yes Integrated Annual Report 2022 3.2. Risk management in the year
identifying and managing/monitoring risks. 3.6.2.6. Crisis management
Explicit indication of the new risks identified by the Company in relation to 3.6.2.1.2. Compliance
those reported in previous years, as well as the risks no longer identified as 3.6.3.3. Supplier management
such. Annex 2 - Reporting principles
Indication and brief description of the main opportunities identified by the
Company in the context of the topics being reported on.
Description of the Company’s policies: i. environmental, ii. social and fiscal, iii. concerning employees and gender equality and non-discrimination, iv. concerning human rights and v. concerning fighting
D. Policies IMPLEMENTED corruption and Company bribery attempts, including due diligence policies, as well as the results of their implementation, including related non-financial key performance indicators in comparison with the
previous year.
Integrated Annual Report 2022 Annexes Annex 6 – ESG Frameworks 554
ADOPTED
REPORTING GUIDELINES FOR NON-FINANCIAL INFORMATION BY EDP LOCATION DESCRIPTION IN THE REPORT
(Y/N)
Description of the Company’s strategic objectives and the main actions to
be undertaken to achieve them.
2. Strategic approach
I. Environmental policies Description of the key performance indicators defined. Yes Integrated Annual Report 2022
Policies and documentation (www.edp.com)
Indication, in relation to the previous year, of the degree of achievement of
those objectives, at least by reference to:
iii) Circular economy and Measures for the prevention, recycling, reuse or other forms of recovery and 3.6.3.2. Caring for our planet
Yes Integrated Annual Report 2022
waste management disposal of waste. 4.2. GRI Indicators - Environmental indicators
Measures for consumer health and safety; systems for receiving complaints
and their handling and resolution, including the number of complaints
iii) Consumers received and the number of pending complaints, as well as those in which Yes Integrated Annual Report 2022 3.6.1.2. Customer satisfaction and service
the complainant was found to be right, satisfaction surveys, and indication
of the person responsible for complaints.
If applicable, information on the responsible investment the Company has 3.6.3.1. Sustainable finance
iv) Responsible investment sought to attract, including in relation to the issue/acquisition of green bonds Yes Integrated Annual Report 2022 Annex 9 - Report on the allocation and impact of Green
or SDG-linked bonds. Finance
Integrated Annual Report 2022 Annexes Annex 6 – ESG Frameworks 555
ADOPTED
REPORTING GUIDELINES FOR NON-FINANCIAL INFORMATION BY EDP LOCATION DESCRIPTION IN THE REPORT
(Y/N)
v) Stakeholders Information on any arrangements for consulting stakeholders Yes Integrated Annual Report 2022 Stakeholders Management
Information on measures or acts with a fiscal impact, including any subsidies 3.6.2.2.2. Fiscal transparency
vi) Tax information Yes Integrated Annual Report 2022
or any kind of advantage or financial advantage granted by the State. Annex 5 – Fiscal transparency
Total number and distribution of employees by gender, age, country and job
classification, as well as total number and distribution of contractual
arrangements (e.g. employment contract, service providers, temporary work,
etc.) by gender and age, average length of contracts; percentage of the
workforce receiving the national minimum wage, regardless of contractual
3.6.2.4. People management
relationship; remuneration for equal or median positions in the company, by
i) Employment Yes Integrated Annual Report 2022 People Report (www.edp.com)
gender; average remuneration of directors and managers, including variable
4.2. GRI Indicators - Social indicators
remuneration, allowances, severance payments, payment to long-term
savings schemes and any other payment broken down by gender;
employees with disabilities (including indication of how the Company is
complying, or preparing to comply, with Law No. 4/2019 of 10 January
regarding the system of employment quotas for persons with disabilities).
Occupational health and safety conditions and number of occupational 3.6.2.5. Health and safety
iii) Health and safety Yes Integrated Annual Report 2022
accidents. 4.2. GRI Indicators - Social indicators
The policies applied in the field of training and the type of training (e.g.,
whether the company provides its employees with training on issues related
3.6.2.4. People management
to the assessment of the company’s performance in “non-financial” matters
v) Training Yes Integrated Annual Report 2022 People Report (www.edp.com)
(e.g., privacy protection/GDPR, combatting money laundering/AML, Human
4.2. GRI Indicators - Social indicators
Rights in the value chain, etc.); the ratio between hours of training and
number of employees.
Integrated Annual Report 2022 Annexes Annex 6 – ESG Frameworks 556
ADOPTED
REPORTING GUIDELINES FOR NON-FINANCIAL INFORMATION BY EDP LOCATION DESCRIPTION IN THE REPORT
(Y/N)
Measures/policies taken to promote equal treatment and equal
opportunities between genders; equality plans; number of dismissals by
gender; protocols against sexual harassment and gender-based 3.6.2.4. People management
vi) Equality Yes Integrated Annual Report 2022
harassment; policies for integration and universal accessibility of people People Report (www.edp.com)
with disabilities; policies against all types of discrimination and, where
appropriate, diversity management.
Applied with regard to human rights, in particular in relation to the 3.6.3.3. Supplier management
i) Due diligence procedures Yes Integrated Annual Report 2022
contracting of suppliers and service providers. 3.6.3.4. Respect and advocate for Human Rights
iii) Legal proceedings For violation of human rights Yes Integrated Annual Report 2022 3.6.3.4. Respect and advocate for Human Rights
V. Combating corruption
Integrated Annual Report 2022 Policies and documentation (www.edp.com)
and attempted bribery
ADOPTED
REPORTING GUIDELINES FOR NON-FINANCIAL INFORMATION BY EDP LOCATION DESCRIPTION IN THE REPORT
(Y/N)
Integrated Annual Report 2022: Part III – Corporate
governance report | A. Ownership structure | II.
Shareholding and bonds owned | 10. Significant
business relationships between owners of qualifying
Measures to manage and monitor conflicts of interest, particularly requiring Integrated Annual Report 2022
IV) Management of conflicts holdings and the company
managers and employees to sign declarations of interests, incompatibilities Yes Regulation on conflicts of interest and
of interest 3.6.2.1.1. Ethics
and impediments. business between related parties
3.6.2.1.2. Compliance
Document regarding regulations on conflict interest and
transactions between related parties of EDP
(www.edp.com)
Integrated Annual Report 2022 Annexes Annex 6 – ESG Frameworks 558
ADOPTED
REPORTING GUIDELINES FOR NON-FINANCIAL INFORMATION BY EDP LOCATION DESCRIPTION IN THE REPORT
(Y/N)
Identification of the standards / guidelines followed in the preparation of
non-financial information, including the respective options, as well as
other principles considered in the Company’s performance, if applicable.
1. Identification of
If the Company refers to the Sustainable Development Goals (SDG) of the This report
standards/guidelines followed in
United Nations 2030 Agenda, include identification of those to which the Yes Integrated Annual Report 2022 Annex 2 - Reporting principles
the reporting of non-financial
Company is committed to contributing, indicating the measures taken Annex 6.1. - Non-financial statement
information
each year towards achieving the goals set for each of these SDGs. That is,
identify concrete actions, projects or investments aimed at achieving this
SDG.
If the Company does not apply policies with respect to one or more
3. Explanation in the event of the
matters, the reporting of non-financial information provides an Yes Integrated Annual Report 2022 Annex 2 - Reporting principles
non-application of policies
explanation for this fact.
Article 8 of EU Taxonomy requires companies to disclose information on Integrated Annual Report 2022
Integrated Annual Report 2022: 3.6.3.1. Sustainable
the proportion of the turnover, capital expenditure and operating Report on the implementation of Article
4. Information under EU finance
expenditure (‘key performance indicators’) of their activities related to Yes 8º of the European Taxonomy
taxonomy’s article 8º Report on the implementation of Article 8 of the
assets or processes associated with environmentally sustainable Regulation
European Taxonomy Regulation (www.edp.com)
economic activities.
TCFD table
Business model Policies and due Main risks Outcomes Key performance
diligence and their indicators
processes management
Board engagement Sustainability
a) Board’s oversight
and management Organization
roles in providing
Governance oversight of climate
b) Management's Sustainability
role related risks and Organization
opportunities
Business model Policies and due Main risks Outcomes Key performance
diligence and their indicators
processes management
with its strategy and assess risks and world, Caring for our
risk management opportunities are planet
process optional 4.2. GRI Indicators –
Environmental
indicators
NOTES
GRI
UNIT OF 2022
TOPIC ACCOUNTING METRIC CATEGORY CODE SASB STANDARD
MEASURE
(1) Gross global Scope 1 emissions Quantitative tCO₂-e IF-EU-110a.1 305-4 9,405,035
Integrated Annual Report 2022 Annexes Annex 6 – ESG Frameworks 562
NOTES
GRI
UNIT OF 2022
TOPIC ACCOUNTING METRIC CATEGORY CODE SASB STANDARD
MEASURE
(2) Percentage covered under emissions-
Quantitative % IF-EU-110a.1 EU5 99.7 2
limiting regulations
675,668
(1) Total water withdrawn Quantitative 103xm³ IF-EU-140a.1 303-1
4.2. GRI Indicators – Environmental indicators
Water management
(2.a) Total water consumed Quantitative 103xm³ IF-EU-140a.1 303-1 14,797
Integrated Annual Report 2022 Annexes Annex 6 – ESG Frameworks 563
NOTES
GRI
UNIT OF 2022
TOPIC ACCOUNTING METRIC CATEGORY CODE SASB STANDARD
MEASURE
4.2. GRI Indicators – Environmental indicators
264,294
Amount of coal combustion residuals (CCR)
Quantitative t IF-EU-150a.1 306-2 4.1. ESG and Operational Indicators – Caring for our planet
generated
- Residual materials
Number of residential customer electric 4.1. ESG and Operational Indicators – Satisfaction and
Quantitative # IF-EU-240a.3 EU27
disconnections for non-payment Customer Service – Service Reconnection
Discussion of impact of external factors on 3.6.1.2.7. Vulnerable customers; 3.1. Markets and
customer affordability of electricity, Discussion and G4-DMA: regulation; 4.1. ESG and Operational Indicators –
n/a IF-EU-240a.4
including the economic conditions of the Analysis Access Satisfaction and Customer Service - Customers with social
service territory tariff, priorities and special needs
Workforce health & safety (1) Total recordable incident rate (TRIR) Quantitative Rate IF-EU-320a.1 403-2; 403-3 2.82 6
Integrated Annual Report 2022 Annexes Annex 6 – ESG Frameworks 564
NOTES
GRI
UNIT OF 2022
TOPIC ACCOUNTING METRIC CATEGORY CODE SASB STANDARD
MEASURE
4.2. GRI Indicators - Social indicators
0.07
(2) Fatality rate Quantitative Rate IF-EU-320a.1 403-2; 403-3 7
4.2. GRI Indicators - Social indicators
6.27
(3) Near miss frequency rate (NMFR) Quantitative Rate IF-EU-320a.1 403-2; 403-3
4.2. GRI Indicators - Social indicators
Customer electricity savings from efficiency 5,620,790 MWh (accumulated since 2015)
Quantitative MWh IF-EU-420a.3 302-4
measures, by market
G4-DMA 303
(1) System Average Interruption Duration
Grid resiliency Quantitative # IF-EU-550a.2 Availability 4.1. ESG and Operational Indicators – Satisfaction and
Index (SAIDI)
and Reliability Customer Service
G4-DMA 3.2
(2) System Average Interruption Frequency
Quantitative # IF-EU-550a.2 Availability 4.1. ESG and Operational Indicators – Satisfaction and
Index (SAIFI)
and Reliability Customer Service
Integrated Annual Report 2022 Annexes Annex 6 – ESG Frameworks 565
NOTES
GRI
UNIT OF 2022
TOPIC ACCOUNTING METRIC CATEGORY CODE SASB STANDARD
MEASURE
G4-DMA 95.9
(3) Customer Average Interruption Duration
Quantitative # IF-EU-550a.2 Availability 4.1. ESG and Operational Indicators – Satisfaction and
Index (CAIDI), inclusive of major event days
and Reliability Customer Service
1
Industry composition is based on the mapping of the sustainable industry classification system (SICSTM) to the Bloomberg industry classification system (BICS). 2 Only includes emissions from facilities covered by EU-ETS (Emission Trading System). 3 Includes CO2 and SF6 emissions
from all thermal power plants. 4 EDP used national emission factors (Portugal, Spain and Brazil). 5 EDP didn't track lead. 6 Total recordable incident rate (TRIR) - Number of mandatory reporting work accidents per million hours worked over a period of one year (reference period); 7Fatality
rate - Number of fatal work accidents per million hours worked over a period of one year (reference period).
Integrated Annual Report 2022 Annexes Annex 6 – ESG Frameworks 566
EDP has reported in accordance with the GRI Standards for the period from 1 January 2022 to 31 December 2022.
2-8 Workers who are not employees GRI indicators | Social indicators llllllllll L 3; 6
3. GOVERNANCE
Operational and ESG indicators |
Corporate governance; Our Corporate
Governance; Corporate Governance
2-9 Governance structure and composition llllllllll www.edp.com L
Report | Section 17 | General and
Supervisory Board | Section 29 to B.
Other Statutory Bodies
Integrated Annual Report 2022 Annexes Annex 6 – ESG Frameworks 567
2-10 Nomination and selection of the highest governance body Corporate Governance Report llllllllll L
2-22 Statement on sustainable development strategy Message from the CEO llllllllll L
2-26 Mechanisms for seeking advice and raising concerns www.edp.com llllllllll www.edp.com L 10
5. STAKEHOLDER ENGAGEMENT
TOPIC STANDARDS
201-4 Financial assistance received from government GRI indicators | Economic indicators llllllllll L
Ratios of standard entry level wage by gender compared Operational and ESG indicators | People Information by gender in clearance to
202-1 llllllllll L
to local minimum wage, by gender Management be published in the People Report
203-1 Infrastructure investments and services supported Voluntary investment in the community llllllllll L
ISO 14001 Certified maximum net installed capacity GRI indicators | Environmental indicators llllllllll L
301-3 Reclaimed products and their packaging materials n.a. Not applicable L
302-1 Energy consumption within the organization GRI indicators | Environmental indicators llllllllll R
302-2 Energy consumption outside of the organization GRI indicators | Environmental indicators llllllllll L
302-5 Reductions in energy requirements of products and services Not applicable to the sector L
303-1 Interactions with water as a shared resource Water Management Approach llllllllll www.edp.com L
Significant impacts of activities, products, and services on Caring for our planet | Protection
304-2 llllllllll www.edp.com L
biodiversity of biodiversity; www.edp.com
308-1 New suppliers that were screened using environmental criteria Supplier management llllllllll L
Hazard identification, risk assessment, and incident Safety and Business Continuity Report
403-2 llllllllll www.edp.com L
investigation 2022
Worker participation, consultation, and communication on Safety and Business Continuity Report
403-4 llllllllll www.edp.com L
occupational health and safety 2022
Prevention and mitigation of occupational health and safety Safety and Business Continuity Report
403-7 llllllllll www.edp.com L
impacts directly linked by business relationships 2022
404-1 Average hours of training per year per employee GRI indicators | Social indicators llllllllll L
www.edp.com
406-1 Incidents of discrimination and corrective actions taken Ethics Ombudsperson Annual Report llllllllll EDP was not aware of such cases in L
2021.
Information in clearance to be
414-1 New suppliers that were screened using social criteria Supplier management llllllllll L
published in the Suppliers Report
Information in clearance to be
414-2 Negative social impacts in the supply chain and actions taken Supplier management llllllllll L
published in the Suppliers Report
Assessment of the health and safety impacts of product Sustainability Management Approach |
416-1 llllllllll www.edp.com L
and service categories Product responsibility
Incidents of non-compliance concerning the health Included in the GRI 2-27 report,
416-2 n.a. L
and safety impacts of products and services however, it is not relevant
Incidents of non-compliance concerning product and service Included in the GRI 2-27 report,
417-2 n.a. L
information and labelling however, it is not relevant
Installed capacity, broken down by primary energy source Operational and ESG indicators |
EU1 llllllllll L
and by regulatory regime Renewable Energies
Integrated Annual Report 2022 Annexes Annex 6 – ESG Frameworks 576
Economic
Environment
Social
Employment
Sustainability Management Approach |
G4-DMA Programs and processes to ensure the availability llllllllll www.edp.com L
4.1. Labour Practices
of a skilled workforce
Percentage of employees eligible to retire in the next Operational and ESG indicators | People
EU15 llllllllll L
5 and 10 years broken down by job category and by region Management
Product responsibility
Provision of Information
Sustainability Management Approach |
G4-DMA Practices to address language, low literacy among others to llllllllll www.edp.com L
4.4. Product responsibility
access and safely use electricity
EIA – Environmental Impact Assessment IEFP - Portuguese Institute of Employment and Professional Training
EV - Electric Vehicle
K
F KPI - Key Performance Indicator
G LT – Long Term
GC – Green Certificates
M
GRI - Global Reporting Initiative
M&A - Mergers & Acquisitions
H
N
Hg - Mercury
NNL - No Net Loss
H&S - Health & Safety
O
I
O&G - Oil and Gas
IEA - International Energy Agency
Integrated Annual Report 2022 Annexes Annex 7 - Glossary 581
O&M - Operation and Maintenance TCRS - Competition, Regulation and Supervision Court
PA - People Analytics U
PAC - Policy Action Committee UNESA - Spanish Association for Electric Industry
PV – Photovoltaic
W
R WD - World Business Council for Sustainable Development
R&D - Research and Development NOTE: The identification of corporate bodies, without any other mention, should be understood as referring to EDP's corporate bodies
A Brazilian reference interest rate constructed from the daily average overnight interbank loans.
The CDI rate is commonly used as the reference in short-term securities.
ADJUSTED NET DEBT
CDS (CLEAN DARK SPREAD)
Net Debt adjusted by Regulatory Receivables.
Theoretical gross margin of a coal-fired power plant per unit of electricity after deducting
ADJUSTED NET DEBT/EBITDA variable production costs (fuel, emission allowances, transport charges, variable O&M, per-
unit taxes, etc.).
Number of times/years needed to pay the Adjusted Net Debt with the EBITDA generated by
the Company. CESE (Extraordinary Contribution to the Energy Sector)
ASSET ROTATION Extraordinary contribution created in 2014, in Portugal, with the objective of financing
mechanisms that promote the energy sector systemic sustainability. This contribution
Strategy aimed at crystallizing the value of a project by selling a stake in an asset and focuses generally on the economic operators that develop the following activities: (i)
reinvesting the proceeds in another asset, targeting greater growth. Typically, the developer generation, transportation, or distribution of electricity; (ii) transportation, distribution, storage
retains the role as an O&M supplier. or wholesale supply of natural gas; and (iii) refining, treatment, storage, transportation,
distribution and wholesale supply of crude oil and oil products.
AVERAGE COST OF DEBT
CPE – Delivery point code
Considers (Interest expense on financial debt +/- Income and Expenses with Interest from
derivative financial instruments) / Average Financial Gross Debt in the period (Total debt and Points of the network where the delivery or reception of electricity is made to the customer,
borrowings - Accrued Interest - Fair value of the issued debt hedged risk). Includes 50% of producer, or other installation of the network.
the interest expense and of the nominal amount of hybrid debt.
CLAWBACK
CONTRACTING LEVEL E
Ratio that returns the percentage of market commitment of Brazilian electricity distribution EBIT
companies that is properly covered by energy purchase contracts registered in CCEE. Non-
compliance generates penalties provided for in the rules and procedures of Earnings before Interest and Tax: EBITDA deducted from provisions, amortizations and
commercialization. The penalties apply when the ratio is above 105% or below 95%. impairments.
D EBITDA
D/E (DEBT-TO-EQUITY RATIO) Earnings before Interest, Tax, Depreciations and Amortizations: Gross Profit - Supplies and
services - Personnel costs and employee benefits +/- Other income/expenses.
Debt-to-equity (D/E) ratio is calculated by dividing a company’s total liabilities by its
shareholder equity. The ratio is used to evaluate a company's financial leverage being an EBITDA@risk
important metric used in corporate finance. It is a measure of the degree to which a company
is financing its operations through debt versus wholly owned funds. Estimated loss of EBITDA, in a given period of time and for a given confidence interval. Usually
it is used an horizon of 12 months and a level of confidence of 95%.
DEC
EOLICITY
Equivalent interruption time of energy per consumed unit. Refers only to medium voltage.
Indicator that allows to quantify the deviation of the total value of energy produced by wind in
DIVIDEND PAY-OUT RATIO a given period, in relation to an average wind regime.
Measures the percentage of a company’s net income that is given to shareholders in the form ENERGY BOX
of dividends (Total Dividends per Share of period “n”/ Earnings per Share of period “n-1”).
Energy Box is a household energy manager that does much more than metering energy, being
DIVIDEND YIELD endowed with technology that supports the supply of electricity services, namely, in remote
communications.
Considers the ratio between gross dividend per share and its share price.
EPS (Earnings per share)
DPS (DIVIDEND PER SHARE)
The portion of a company's net profit allocated to each outstanding share of common stock.
Dividend per share (DPS) is the sum of declared dividends issued by a company for every
ordinary outstanding share. DPS is calculated by dividing the total dividends paid out by a F
business, including interim dividends, over a period of time by the number of outstanding
ordinary shares issued. FEC
Equivalent interruption frequency of energy per consumed unit. Refers only to medium
voltage.
Integrated Annual Report 2022 Annexes Annex 7 - Glossary 584
Remuneration framework that guarantees that a company will receive a set price, applied to Includes Revenues from energy sales and services and other minus Cost of energy sales and
all the electricity they generate and provide to the grid. other.
Funds from Operations: EBITDA – Interest on debt and on TEI liabilities – Current taxes +/- Ratio of the deficit of hydroelectric companies' actual generation volumes to their assured
Income from equity investments +/- other residual adjustments resulting from energy delivery.
accruals/deferrals.
GW (Gigawatt)
FFO/NET DEBT
Unit of electric power equal to 1,000 MW.
Funds from Operations (FFO) over Net Debt. For this purpose, Net Debt includes Nominal Debt
of the company + Pension and Medical care liabilities post tax + Tax Equity financial liabilities GWh
+ Present value of leasing and other financial commitments.
Equal to 1,000 MW used continuously for one hour.
FOREX
H
Foreign Exchange (forex or FX) is the trading of one currency for another. For example, one
can swap the U.S. dollar for the euro. Foreign exchange transactions can take place on the HEDGING
foreign exchange market, also known as the Forex Market.
Risk management strategy used in limiting or offsetting probability of loss from fluctuations in
G the prices of commodities, currencies, indexes, or securities.
Tradable commodity resulting from electricity generated using renewable energy sources. Indicator that allows to quantify the deviation of the total value of hydroelectric energy
produced in a given period, in relation to an average hydro regime. Values above "1" translate
GHG (GREENHOUSE GASES) a period with inflows and energy generated above the average ("wet" period) and bellow "1"
the reverse ("dry" period).
Gases that trap the heat of the sun in the Earth's atmosphere, producing the greenhouse
effect. The two major greenhouse gases are water vapor and carbon dioxide. Lesser I
greenhouse gases include methane, ozone, chlorofluorocarbons, and nitrogen oxides.
ICEIT (Installed capacity equivalent interruption time)
Indicator that represents the equivalent interruption time of installed power per geographical
area of the operator of the distribution network in a given period, excluding extraordinary
Integrated Annual Report 2022 Annexes Annex 7 - Glossary 585
events (the extraordinary weather events that exceed the conditions for which was L
dimensioned).
LIQUIDITY
IGP-M (GENERAL MARKET PRICE INDEX)
Total amount of Cash and Equivalents, Credit Lines available and Financial assets at fair
Index used to comprehensively measure the fluctuation of prices of goods and services value through profit or loss.
practiced in the Brazilian market. Calculated by FGV (Getúlio Vargas Foundation), this index
is used to update the prices of some goods and services, namely electricity. LOSSES
INSTALLED CAPACITY The total losses of electric energy are calculated by the differential between the energy
entered in the electrical network and the distributed energy (% Global losses = (Energy Input -
Installed Capacity is the sum of capacity (MW) installed in power plants owned by companies Distributed Energy) / Distributed Energy). They consist of technical losses related to the
fully consolidated. magnetization of the power transformers, the Joule effect, the consumption of meters, etc.
and non-technical losses related to theft, fraud, anomalies in counting equipment or in
INSTALLED CAPACITY EQUITY systems
Installed Capacity Equity also includes the respective share of the MW installed in power
M
plants owned by company’s equity consolidated.
MW (Megawatt)
IPCA (EXTENDED NATIONAL CONSUMER PRICE INDEX)
Unit of electric power equal to 106 watts.
Is the name given to the Consumer Price Index in Brazil being a measure that examines
the weighted average of prices of a basket of consumer goods and services, such as
MWh
transportation, food and medical care.
Tax incentive in the US in the form of a one-shot tax credit that covers a percentage of the N
investment.
NCF (NET CAPACITY FACTOR)
K
The ratio of a plant’s actual output over a period of time to its potential output if it were possible
for it to operate at full nameplate capacity continuously, over the same period of time. Also
KRI (KEY RISK INDICATOR)
known as Load Factor.
Risk indicator that follows a variable risk factor, allowing the early warning of changes in risk
NET DEBT
exposure and the identification of potential risks or opportunities.
A metric that shows a company’s overall debt situation calculated using company’s total debt
less cash on hand. From 2017 onwards it includes Financial Debt, Cash and Equivalents,
Integrated Annual Report 2022 Annexes Annex 7 - Glossary 586
Short-term financial assets at fair-value and fair value hedge and collateral deposits PPA (Power purchase agreement)
associated to financial debt and 50% of the amount related with the issuance of a
subordinated debt instrument (hybrid). Until 31 December 2016, it included the fair value of A legal contract between an electricity generator (provider) and a power purchaser (host). The
derivatives designated for Net Investments hedge. power purchaser buys energy, and sometimes also capacity and/or ancillary services, from
the electricity generator.
NET INVESTMENTS
PTC (Production tax credit)
Considers Capex + organic Financial Investments - Asset Rotations + granted and/or sold
shareholder loans. The result of the Energy Policy Act of 1992, a commercial tax credit in the US that applies to
wholesale electrical generators of wind energy facilities based upon the amount of energy
O generated in a year.
Includes Supplies and Services and Personnel costs and Employee Benefits. Pumping activity is the act of pushing back to the dam reservoir the water that had already
been turbinated before. This action intends to increase the hydro output and thus generate
OPEX/GROSS PROFIT higher operational results as water is pushed back when electricity market prices are low and
turbinated again when those prices reach higher levels.
Efficiency ratio that compares the cost to operate with the income generated computed by
OPEX (excluding Restructuring costs) over Gross Profit (including income from institutional R
partnerships in EDPR-NA).
RAB (REGULATORY ASSET BASE)
ORGANIC CASH-FLOW
Corresponds to the net book value of the distribution companies’ regulated fixed assets (gross
Cash generated from organic activities. Includes cash flows from operating activities value less accumulated depreciation, net of reimbursements).
(excluding changes in Regulatory Receivables), net of maintenance CAPEX, interest
payments associated with debt, payments to institutional partnerships in the US and RECURRING
payments to minorities (such as dividends, capital distributions and payments of
capital/interests on shareholder loans), not excluding gains arised from Sell-Down. Which occurs periodically or repeatedly. It aims to normalize indicators into more predictable
ones, and which can be counted on in the future with a high degree of certainty. Indicators
P such as EBITDA, Net Profit, FFO, Organic Cash-Flow are referred to as recurring when
adjusted by one-off events. One-off events include non-recurrent amounts materially
PLD (SETTLEMENT PRICE FOR THE DIFFERENCES) Preço de Liquidação das Diferenças relevant resulting from, for instance, impairments and capital gains/losses on assets,
retroactive regulatory changes, HR and debt restructuring costs and CESE.
Price used to value the energy exchanged in the spot market. This price is calculated weekly
for each submarket and load periods, based on the marginal cost of generation. It is limited by
a minimum and maximum value.
Integrated Annual Report 2022 Annexes Annex 7 - Glossary 587
REGULATORY RECEIVABLES joint ventures and associates + impairments + provisions +/- capital losses/gains (except
related to sell downs) + HR restructuring costs – Price Purchase Allocation amortizations –
Amounts pending to be received from the electricity system and related with tariff other one-off events. Invested Capital includes net fixed assets – assets under construction +
adjustments and tariff deficits from regulated activities in Iberia and Brazil (Generation in working capital.
Portugal and Spain, Distribution and Last Resort Supply of electricity in Portugal and
Distribution in Brazil). ROIC Cash (Cash Return on Invested Capital)
RENEWABLE ENERGY Similar to ROIC but focuses on cash return rather than profit. EBIT adjusted is EBIT – (nominal
tax rate x EBIT) + share of net profit in joint ventures and associates. Invested Capital as in
Energy that is derived from resources that are regenerative or that cannot be depleted ROIC.
including wind energy, solar, biomass, geothermal, and moving water.
ROR (RATE OF RETURN)
REC (Renewable energy credit)
Corresponds to the rate to be applied to the distribution companies’ RAB accepted for capital
Represents the property rights to the environmental, social, and other non-power qualities of remuneration purposes, with the respective formula defined by the Regulator at the beginning
renewable electricity generation. A REC can be sold separately from the electricity associated of each regulatory period.
with a renewable energy generation source.
RPS (Renewable Portfolio Standard)
RESERVOIR LEVEL
Regulation in the US that places an obligation in certain states on electricity supply companies
Volume of water stored in a dam reservoir measured in total amount of electrical power it can to source a specific percentage of their energy from renewable sources.
produce if turbinated (GWh).
S
RESIDUAL INCOME
SAIDI (System Average Interruption Duration Index)
The amount of net income generated in excess of the minimum rate of return. Residual income
concepts have been used in a number of contexts, including as a measurement of internal The average outage duration for each served customer.
corporate performance whereby a company's management team evaluates the return
generated relative to the company's minimum required return. SELL-DOWN
ROE (Return on Equity) Strategy aimed at developing and selling a majority stake in an asset, crystallizing the value
of a project, and reinvesting the proceeds in another asset, targeting greater growth. Typically,
Earnings before non-controlling interests over average total equity of the period. the developer may retain the role of O&M supplier.
ROIC gives a sense of how a company uses its money to generate returns. ROIC = EBIT
Adjusted over annual average Invested Capital. EBIT Adjusted is EBIT + share of net profit in
Integrated Annual Report 2022 Annexes Annex 7 - Glossary 588
SOLAR PV (photovoltaic)
SOLAR DG
A system that generates and stores electricity through small distribution networks.
SUPPLY POINTS
Points of the grid where the delivering or reception of electricity is made to the costumer, pro-
ducer, or other grid installation.
SUSTAINABILITY INDEX
Tax Equity Investors are the agents that are willing to trade on PTC.
Measures the return that the stock provides to the shareholder, including dividends paid and
the stock price appreciation.
Integrated Annual Report 2022 Annexes Annex 8- Certifications and Declarations 589
Alignment with the SDG Objectives KPIs 2022 Target 2025 EDP’s green finance framework is aligned with the
EDP’s Green Finance
International Capital Market Association’s (ICMA) Green
Framework SPO
Bond Principles 2021, the Loan Market Association’s
(LMA) Green Loan Principles 2021 (GLP). The eligible Sustainalytics is the opinion
Sustainable financing 44% 50%
assets and projects financed and refinanced will that the Framework’s two el-
contribute towards the climate change mitigation igible activities fully align
objective of the EU Taxonomy. The framework is with the applicable Tech-
In the end of 2022, sustainable finance amounted to €12.4 billion: (1) €8.7 billion in green nical Screening Criteria in
supported by a second-party review (SPO) from
bonds; and (2) and €3.7 billion in sustainability-linked loans, which represented 44% of the the EU Taxonomy and align
Sustainalytics.
nominal debt. EDP has a target to have 50% of its funding from sustainable sources by 2025. with the Do No Significant
Our Green Bonds and sustainability-linked loan have promoted a greater alignment of the Harm Criteria (fully for three
This report is part of the commitment to report on an
company’s financial policy with our sustainability strategy, while increasing market and partially for climate
annual and portfolio basis to investors on how the funding
awareness for this topic. EDP’s sustainable financing has contributed heavily towards UN change adaptation). The
was allocated. The data presented here is externally
Sustainable Development Goal SDG 7: affordable and clean energy and SDG 13: climate Framework is compliant with
verified. The details about the several issuances and the
action. the EU Taxonomy’s Minimum
information included in this report is also available at
Safeguards.
EDP’s website (under the fixed income section).
Green bonds
The approximately €8.7 billion issued in green bonds between 2018 and 2022 were fully
As part of EDP's strategy and to promote greater allocated by 31 December 2022, with 2.9 billion euros being allocated to new projects wind
Green Bonds
Issued over the period alignment of its financial policy with its sustainability and solar that came into operation between 2018 and 2022, 5.0 billion euros being allocated
2018-2022 strategy, in October 2018, the group (through EDP Finance to existing projects and 0.8 billion to equity participations and acquisitions. It should be noted
BV) issued its first green bond, amounting to €600 million that the amount of green funding allocated to new projects corresponds to wind and solar
(senior debt). Since then, and until the end of 2022, EDP farms that have begun operating at the year of the date of issuance of the respective green
€8.7B has issued approximately €8.7 billion in green bonds:
seven senior debt issuances, two of which in US dollars,
bonds. All EDP green issuances are aligned with EDP’s sustainability strategy, as part of EDP’s
Strategic Agenda and Business Plan 2021-2025, with the proceeds being used to support its
and five subordinated debt issuances (hybrid). objectives to increase renewable capacity (90% by 2025 and 100% by 2030), and to reduce
our scope 1 and 2 specific emissions by 70% by 2025 and 98% by 2030, approved by SBTi in
In March 2022, EDP published a new Green Finance 2021. These targets are aligned with a 1.5ºC decarbonization trajectory. Recently, in January
Framework. It includes the green financing instruments 2022, EDP has submitted new targets to the SBTi, currently under validation, in line with the
(for example, green bonds or green loans) issued by EDP, new net-zero standard.
EDP finance BV and EDP Renováveis and its subsidiaries
Integrated Annual Report 2022 Annexes Annex 9 - Report on the allocation and impact 608
of green finance
The impact of the portfolio was 10.8GW of renewable energy capacity, 24.8 TWh of annual In terms of geographical split, 65% of the projects financed with green proceeds are in the
renewable energy production and the avoidance of 15.0 MtCO2 of emissions. These impact United States (49%) and Spain (16%). A minority of projects is in the United Kingdom (7%),
metrics are consolidated at a portfolio level and not reported at a bond level. It should be noted Romania (6%), Poland (5%), Portugal (5%), Brazil (4%), France (3%), Italy (3%), and Mexico
that, since 2022, following the publication of our 2022 Green Finance Framework, green (2%). With negligible weight are projects in the geographies of Greece, Belgium, Canada and
proceeds can be allocated to acquisitions of companies and equity participations in entities Vietnam.
substantially active in wind and solar, which do not have impact KPIs associated, namely
installed capacity (MW), production (GWh) and GHG emissions avoided (tCO2). The following paragraphs report relevant information for investors on the application of EDP
group's green bond funds and on the environmental benefits resulting from them.
PRE-ISSUANCE POST-ISSUANCE
GREEN BONDS ISSUANCES’
CHARACTERISTICS EXTERNAL
REFERENCE PRINCIPLES SECOND-PARTY OPINION MONITORIZATION GREEN BONDS FUNDS
VERIFICATION
Use of resources (eligibility criteria) Investments (in new projects or re-financing of existing projects) in renewable energy (wind and solar).
Evaluation and selection of projects Compliance with the objectives of EDP's environmental and social policies, supported by a screening of ESG aspects.
The net balance of the funds obtained through the emission of green bonds follows a portfolio approach. The resources shall be used to (re-)finance eligible green projects (wind and
solar). Eligible green assets will also include acquisitions of companies and equity participations in entities substantially active in wind and solar.
Management of the funds obtained
Until the net balance of the finds obtained from green bonds emissions has been fully assigned, EDP will invest the unassigned funds to the portfolio of eligible projects, in treasury liquidity
or in the repayment/purchasing of existing debt, according to its own criteria. Net proceeds are expected to be fully allocated within 24 months from the issue date.
ELIGIBLE SUSTAINABILITY PROJECT PORTFOLIO AMOUNT (€) ALLOCATION OF GREEN FUNDING (2022) AMOUNT (€)
Wind 4,829,699,800
Solar 173,527,631
Renewable energy
Wind 2,606,838,976
Solar 243,691,386
Renewable energy
Wind 861,946,313
Solar -
Total eligible sustainability project portfolio 10,523,503,700 Maximum sustainability funding 10,523,503,700
Portfolio based green bond report according to the harmonized framework for impact reporting
Portfolio based green bond report according to the harmonized framework for impact reporting - indicators all issued green bonds
Portfolio date: December 2022
Portfolio based green bond report according to the harmonized framework for impact reporting – indicators for some allocated projects for all issued green bonds
Green Bond 10. Sep.2019 Facaeni Romenia Europe Wind 132 383 218,375
Green USD Bond 24. Sep.2020 Los Cuervos Mexico NA Solar 200 151 88,399
Green Hybrid NC5 14. Sep.2021 Cerro Durán Spain Europe Wind 38 84 35,379
Green Hybrid NC8 14. Sep.2021 Pereira Barreto II Brazil LATAM Solar 42 96 20,718
Green Bond 14 Mar. 2022 Headwaters II USA NA Wind 198 616 503,253
Green USD Bond 03 Oct. 2022 Meadow Lake I USA NA Wind 200 462 377,081
The year of 2022 was marked by EDP’s first sustainability-linked Revolving Credit Facility RENEWABLE INSTALLED CAPACITY (%)
(RCF) of €3.7 billion, aligned with the Sustainability-linked Loan Principles from the Loan 80,1%
Market Association. EDP is at the front of the energy transition with ambitious commitments 79,2% 79,2%
to achieve 100% renewables generation by 2030, and to become coal free by 2025 and
carbon neutral by 2030. The KPIs are presented below. They are included in EDP’s executive
74,0% 74,4%
board of directors’ remuneration scheme. 73,9%
72,4%
• KPI #1: Percentage reduction of total Scope 1 and 2 GHG emissions per TWh produced by 70,5%
the group compared the 2015 emissions. Targets are aligned with 2025 public
commitment to reduce by 70% and 2030 target to reduce by 98% by 2030, approved
by SBTi with a decarbonisation path of 1.5⁰C. Scope 1 and 2 GHG emissions increased in
2022 by 2,2% compared to 2021, which corresponds a reduction of 56% against the
2015 emissions. 2015 2016 2017 2018 2019 2020 2021 2022
-36,4%
-51,2% -50,1%
-56,5%
• KPI #2: Percentage of the group's installed capacity which is of renewable origin. Targets
are in line with public commitment to achieve 90% by 2025 and 100% by 2030. In the
end of 2022, the renewable capacity was 79%, which corresponds to a decrease of 1%
compared to 2021.
Integrated Annual Report 2022 Annexes Auditor’s statement – green finance report 615
Contacts
Head office Stakeholders
EDP — Energias de Portugal External Affairs & Stakeholders
Av. 24 de Julho, 12 — 1249-300 Lisboa Portugal Av. 24 de Julho, 12 — 1249-300 Lisboa Portugal
Tel: +351 21 001 25 00
E-mail: [email protected]
Website: www.edp.com
Investors Media
Investor Relations Communication
Av. 24 de Julho, 12 — 1249-300 Lisboa Portugal Av. 24 de Julho, 12 — 1249-300 Lisboa Portugal
Tel: +351 21 001 28 34 Tel: + 351 21 001 26 80
E-mail: [email protected] E-mail: [email protected]
Suppliers
Tel: 800 100 113
E-mail: [email protected]