marine O7 industry certification annual report Contents Environmental statement Chairman’s statement 2 Enriching our competencies 3 Operational highlights of the Group 4 The Management Committee 7 The RINA Group 10 The RINA Group – a strong platform for growth 13 Supporting global growth 19 Anticipating society’s needs 27 Increasing the value of expertise 35 Summary of report to shareholders 43 RINA Group 2007 Annual Report is printed on ecological paper. Board of directors Enrico Gianrenzo Ugo Nazareno Umberto Livio Carlo SCERNI PRATI SALERNO CERNI D’AMATO MARCHESINI STAGNARO Chairman Vice-Chairman CEO Director Director Director Director Audit board Giuliano Francesco Giovanni TERMANINI ILLUZZI GRAZZINI Director Member Member Supervisory board Gianrenzo Daniela Elvio PRATI CIBRARIO BIANCONI Director Member Member Chairman’s statement “ We are at times too ready to believe that the present is the only possible state of things. Marcel Proust ” Proust was too complacent. The only way to succeed in today’s fast-moving world is to anticipate and prepare for constant change. The performance of the RINA Group during 2007 demonstrates how it has succeeded in staying ahead of change. It has anticipated the needs of its existing clients and developed the skills and services needed by new clients. In a very strong marine market worldwide, RINA was able to respond to the needs of shipowners by having the right people in the right place at the right time. It was able to both support its core clients and reach out to new markets. RINA’s co-operation with CONFITARMA is a good example of helping existing clients. Italian shipowners need quick answers to difficult questions, and they need new sources of trained crews. RINA set up a dedicated help line for CONFITARMA members and invested in crew training in the Philippines to service the needs of its international clients. At the same time RINA reached out into China to develop a partnership with Shanghai Maritime University, ensuring that we help the next generation of Chinese ship managers. In industry, in commerce, in public administration, in healthcare, in Italy and in thirty other countries around the world, RINA has anticipated the needs of companies and organisations to set, verify and demonstrate ever higher standards in whatever they do. That, and the dedication and hard work of our staff, explains why RINA performed so well during 2007. Enrico Scerni Chairman 2 ’O7 a n n u a l report Enriching our competencies “ An investment in training always pays the best dividends.” Benjamin Franklin ” Throughout this report you will see that RINA has expanded its expertise, expanded its services, expanded its client base and expanded its international outreach in every business area. 2007 was a very successful year for all our Divisions. Group turnover grew 19 per cent to Euro 155,9 million and EBITDA also grew to Euro 25.1 million.That performance was built on a constant endeavour to enrich and adapt our competencies to the needs of the market. In some areas, such as power generation and civil engineering, we have bought companies with good track records and expertise. In other areas, such as managing the consequences of global warming, we have hired keen and qualified experts and worked with administrations and businesses to develop workable standards. Right across the Group we have invested heavily in training and developing our staff. That investment has paid dividends in our ability to get new accreditations and win high-level contracts to deliver services and expertise in new areas. We are now a broad-based group with revenue from the Certification and Industry Divisions growing to balance a rapidly growing Marine Division. That makes us stronger in a fast-changing global market. And it benefits our clients, as we can provide them with better services to meet a wider range of their needs. 2007 was also a year of consolidation for RINA. We have worked hard to integrate the companies we have bought. We have modernised our core functions and systems to give our operational Divisions and global network better support. And we have put good local staff in place close to our customers everywhere. Now we have a strong platform for further international growth in 2008. Ugo Salerno CEO 3 Operational highlights of the Group Classed fleet (millions of GT) 22,0 Italian Flag Other Flags Total 20,0 18,0 16,0 14,0 12,0 10,0 8,0 6,0 4,0 2,0 Classed fleet The overall tonnage has increased and exceeds 21.5 million GT. 2002 2003 2004 2005 2006 2007 Certified companies 16000 14000 12000 10000 8000 6000 4000 Certified companies The Certification Division at the end of 2007 has certified more than 15,000 companies. 2000 2002 4 2003 2004 2005 2006 2007 ’O7 a n n u a l report Trend of Group turnover Italy Europe Far East Asia Americas Africa 150 130 110 90 70 2002 2003 2004 2005 2006 2007 2003 2004 2005 2006 2007 Staff Italian personnel Foreign personnel 1200 1000 800 600 Staff The Group's personnel reflects a constant upward trend. On 31 December 2007 the number of staff totalled 1,142 people of over 30 different nationalities, an average age of 39 and 53% graduated. 400 200 5 The Management Committee 2 4 9 6 7 1 Management Committee 1- FABIO 2- ELVIO 3- ANTONIO 4- FRANCESCO 5- UGO 6- PAOLO 7- ROBERTO 8- DANIELA 9- COSTANTINO 10- DOMENICO 7 ZILIOTTO BIANCONI PINGIORI CHIERICI SALERNO GAGLIARDI CAVANNA CIBRARIO BAUM ANDREIS 3 5 8 10 Industry Division Quality Marine Division Projenia Consortium Chief Executive Officer Administration and Finance Business Development Planning and Control Human Resources Certification Division The Management Committee Ugo Salerno, CEO, “Our strong performance was built on a constant endeavour to enrich and adapt our competencies to the needs of the market.” Antonio Pingiori, Marine Division Director, “Recruiting and training local people for managerial jobs across the network, and giving those people the chance to grow, is really important for our owners, our yards and for us.” Domenico Andreis, Certification Services Division Director, “The decarbonisation of the atmosphere is a new industrial revolution which will affect every facet of our lives. We will be certifying the quality of life, and there is nothing more important than that.” Fabio Ziliotto, Industry Division Director, “Getting our expertise into projects earlier helps the clients make better decisions and produces huge savings downstream.” Paolo Gagliardi, Administration and Finance Director, “Making our core systems more efficient gives our operating divisions the strong back up they need for growth.” 8 ’O7 a n n u a l report Costantino Baum, Human Resources Director, “Our most important assets are our people, and our biggest challenge is to knit together a fast growing global workforce. Our focus on training and on empowering local staff is a key part of our global human resources strategy”. Roberto Cavanna, Business Development Director, “The focus this year has been on getting the best out of the large number of companies we have bought. Our strategy going forward will be only to buy companies which act as business multipliers by opening up new client areas.” Daniela Cibrario, Planning and Control Manager, “Our good financial results highlight the improved planning and control which links together our growing world-wide network of companies.” Francesco Chierici, Projenia Consortium Managing Director, “We are now well positioned as a multidisciplinary engineering company with a strong position in the very healthy power generation market.” Elvio Bianconi, Management Representative for Quality, “Reducing system documents by simplifying and sharing procedures and software programs throughout all Group companies will reduce costs and make access to knowledge easier.” 9 The RINA Group 10 ’O7 a n n u a l report 11 since 1861... r e h t toge lence l e c x e for Marine Certification Industry ’O7 a n n u a l report The RINA Group a strong platform for growth During 2007 the RINA Group completed a period of rapid growth through acquisition and put in place a strong platform for organic growth and globalisation in all its markets. The focus was on improving the core efficiency of the group to provide better support to the operational Divisions and also to contain costs and improve the financial results. That focus had three strands: investment in competencies, investment in systems and investment in property. And the overall results proved the strategy, as the Group turnover grew 19 per cent to over Euro 155,9 million, while profitability, RINA’s range of competencies and services and RINA’s presence in global markets grew even faster. 13 The RINA Group a strong platform for growth Investing in competency Investments in controlling shareholdings in three Italian companies - Agroqualità, SOGEA and STI - were all aimed at enriching the competencies available to RINA’s increasingly diverse clients. RINA acquired control of Agroqualità, Italy’s leading food certification company, and merged its Italian food certification activities into the company. Internationally, food certification continued under the RINA brand, and began expansion as UKAS accreditation for the ISO22000 food safety management system was achieved. Forty per cent of shares in SOGEA were acquired, and RINA took over management of the company. SOGEA specialises in high level training for publicly funded bodies, while RINA Training Factory has a strong industrial client base. RINA retained the Training Factory brand but merged its management into SOGEA and was able to widen the range of courses on offer whilst reducing costs. The final acquisition in 2007 was Studio Tecnico di Ingegneria, a market leader in its specialist civil engineering fields. The merger of STI and Interprogetti, RINA’s engineering consultancy, produced a new company, Projenia, able to offer multi-disciplinary engineering services across a wide range of industries. Projenia also expanded outside Italy with a new office in Mumbai. 14 ’O7 a n n u a l report One overseas investment was in the Manila-based Italian Academy Phils Inc, a training school which will provide top level training and assessment for up to 480 ship crew members per year. RINA has invested in the Academy along with Italian shipowners’ association CONFITARMA, and Manilabased Elburg Ship Management. Internally the Group invested in over 60,000 training hours for its growing staff of over 1,100. Skill transfer programmes funded long-term exchanges of personnel between Italy, Turkey and China in particular. No major acquisitions are planned for 2008, but if opportunities arise to acquire specific expertise in new or related fields, then RINA is both ready and able to further add to its investments in competency. 15 The RINA Group a strong platform for growth Investing in systems 2007 was a year for integrating the 11 new companies brought under RINA control in the last two years and getting the best out of the investments. Globally that meant creating a new structure of 35 subsidiary companies, each with either regional or industry-specific areas of responsibility, thus shortening management lines of responsibility. These companies and the entire Group were bound together more securely by the introduction of a VOIP communication system. That improved links between offices and companies across the Group, whilst substantially reducing communication costs. An investment of Euro 1 million in an Oracle Enterprise Resource Planning system will deliver improved administration results in 2008, which will be its first full year of group-wide operation. Further IT investments were made in improving the security and back-up of data, in providing emergency back-up and the protection of critical services and in protection from IT interference in the form of hackers and viruses. Investing in property In a fast-changing world, RINA took steps during 2007 to ensure that its growing staff had secure, comfortable and functional places from which to service their clients. In Italy a major extension of the Genoa head office was completed, adding much-needed meeting rooms, dining rooms and a roof terrace to the building. At the same time work began on renovating and converting 2,000 sq m of the old school buildings which are RINA’s neighbour to create new office space. The total Euro 7 million investment in the extension to the current building and the new building next door, which 16 ’O7 a n n u a l report will be linked at two levels, will be completed in 2009, allowing all the Divisions to come together in one efficient space. That will yield cost savings in rent and other outgoings, and enhance synergies between Divisions and Departments. Also in Italy, RINA bought office space in both Milan and Naples. The Naples space will create a new regional headquarters, serving both the strong group of Neapolitan shipowners and industrial and public clients of the Certification and Industry Divisions across southern Italy. Outside Italy, RINA created a financial holding sub-group in Rotterdam and invested Euro 10 million in two floors of a modern office block. That will provide a home to a regional co-ordination centre for all the RINA activities in northern and central Europe, and also house a new training centre for the region. The office space in Buenos Aires was doubled with a new acquisition, and in Shanghai RINA prudently bought expanded office space in order to control its own property in a very hot market for commercial real estate. 17 marine Antonio PINGIORI ’O7 a n n u a l report Supporting global growth Classed Fleet (GT) In 2007 the dominating factor in every aspect of RINA’s Marine Division was global growth. During 27% Tanker the year RINA classed more ships than ever before on behalf of more owners from more countries. 7% Other/Local RINA’s order book for newbuildings grew strongly in every sector and RINA was active in more 26% Passenger countries and more yards than ever before. RINA’s Marine Division provided more innovative services 17% Bulk Carrier and employed and developed more people of more nationalities in a strongly expanded network than ever before. All of this created greater opportunities for RINA’s clients and RINA’s staff, while 27% Dry Cargo making a greater contribution to the overall results of the Group. Order Book by Area 57% Far East 31% Italy 7% Mediterr. 3% Americas 1% North Europe Order Book by Shiptype 5% Other 24% Bulk Carrier 24% Tanker Total 31% Passenger Total 17% Dry cargo Total 19 marine Supporting global growth Fleet and order book At the end of 2007 RINA’s classed fleet reached 3,360 vessels totalling 21.5 million GT. That was an increase of 8 per cent on 2006. Much of the growth came from newbuildings, which lowered the average age of the fleet. But there were also significant transfers in of good modern tonnage. RINA’s focus on quality was demonstrated by excellent Port State Control results, with the Paris MoU naming RINA as the 2nd best performing classification society in Europe. Over the year the order-book grew at a faster rate than ever before, finishing the year on 575 ships totalling 8.85m GT, which is around 40 per cent of the present classed fleet. Much of this increased order book came from shipowners new to RINA in Greece, China, Turkey, Germany and Indonesia. The close relationships which RINA built up with emerging Chinese shipyards helped these yards to offer owners approved designs for smaller bulkers, tankers and multi-purpose vessels. Of the order book, 57 per cent is now for building in Far East yards, with over 30 per cent in China alone. Orders for bulk carriers and tankers grew faster than the proportion of ships in the current fleet, with each taking around 24 per cent of the order book. New Marine Offices were opened in Croatia, Indonesia, Romania, Sweden and the Ukraine. At the same time the Plan Approval Centres in Korea and China were substantially strengthened, a Marine Equipment Office was opened in Germany and moves began to set up a dedicated Plan Approval Centre in Greece. That entered service in early 2008, providing the Greek owners who now make up 15 per cent of RINA’s fleet with a local design support facility. Staff numbers grew to 550 people, with 57 per cent growth outside Italy. In each case special efforts were made to staff local offices with local people, helping owners and yards to achieve the close relationships which underpin the nimbleness with which RINA can react to the needs of clients. At the same time all these staff were trained in RINA’s systems and shown that they have the pathways to grow and develop themselves in a fast moving company. 20 ’O7 a n n u a l report New ways to support owners and yards RINA’s special expertise in passenger shipping, and its special focus on the environment was demonstrated by the innovative Green Energy service which it developed in cooperation with Costa Crociere. Green Energy is based on an Energy Consumption Index designed to monitor and minimise energy generation and use on board ship. Now in use with Costa Crociere and Corsica Ferries, it is also proving of interest to cargo ship owners keen to cut energy use and emissions. Green Energy will give owners significant savings in fuel consumption and provide an important reduction in greenhouse gas emission. During 2007 RINA joined forces with leading cruise lines and shipyards as a founding member of the Cruise Ship Safety Forum. The Cruise Ship Safety Forum (CSSF) is a consortium of cruise ship operators, ship yards, classification societies, and the Cruise Lines International Association (CLIA) who have come together to advance cruise ship safety in a co-ordinated and focused manner. RINA is a member of the steering committee and believes the CSSF will help it to achieve industry consensus on developing cost-effective ways to allow large passenger ships to comply with the new IMO Safe Return to Port Regulations. 21 marine Supporting global growth Sharing Expertise During 2007 sharing expertise was a major focus for RINA, which began a programme to train Carnival Corporate Shipbuilding’s (CCS) newbuildings superintendents. The three-year contract will provide Carnival’s inspection teams with training in health, quality and safety, CCS organisation, and a wide range of technical subjects. RINA also invested in crew training in a bid to help owners overcome the major challenge of manning their growing fleets. It took a share in the Manila-based Italian Maritime Academy Phils. Inc., a training school which will provide top-level training and assessment for crew members. RINA has invested in the Academy along with Manila-based Elburg Ship Management. The Academy's scientific committee is chaired by Confitarma. Coatings were a major new issue for yards, owners and class in 2007. So RINA joined forces with leading UK-based coatings testing company Bodycote to launch a global Corrosion Prevention and Coatings (CPC) programme. The heart of the programme is a CPC Training Course for shipyard and shipowner staff, and testing facilities for type-approval of coatings according to the new IMO requirements. RINA took over the chairmanship of the Tanker Structure Cooperative Forum, which includes oil majors, classification societies and tanker operators, focusing on matters relevant to tanker design and maintenance. At a higher level RINA is also backing a new course jointly with Shanghai Maritime University, to deliver a Master’s degree in Ship Supervision and Management. And RINA did not forget its core customers in Italy. It expanded its Naples office to support the local shipowners who were busy reinforcing their international investments in fleet renewal, and it set up a dedicated help line with CONFITARMA, able to give Italian shipowners the immediate technical and regulatory advice they need in a rapidly changing market and global environment. 22 ’O7 a n n u a l report Yachts During 2007 RINA’s dominance of the mega yacht market extended. It now classes over 1,200 yachts. Its order book for new vessels grew both within Italy and internationally to over 400 vessels. Its global market share was over 35 per cent, with 88 per cent of the Turkish market, 68 per cent of the Italian market, 55 per cent of the Chinese market and 85 per cent of the UK market by country of build. RINA’s launch of new rules for charter yachts in 2006, and its launch of a special environmental notation Green Star for yachts, led to a sharp increase in business. This was supported by the opening of a Centre of Excellence for charter yachts in the UK and a specialised Yacht Plan Approval Centre in Turkey. In January RINA classed the first of Sunseeker’s new 37 Metre mega yachts. The 37 Metre is the largest semi-custom production motor yacht ever to be built in the UK. Luciano Benetton's new yacht, Tribù, was launched in July at the Mondomarine Shipyard in Savona. The 50 m expedition vessel was the first recreational craft in the world to obtain RINA Green Star Yacht environmental certification. That allows the yacht to operate practically without emission in sensitive areas. A new trend was the ordering of passenger yachts certified to carry up to 36 people. RINA is classing a number of these buildings in Italy, Turkey and China. In September RINA became member of the working group for the revision of MCA LY2 Code for Large Commercial Yachts. During 2008 a Yachting Academy providing high-level courses for yacht owners and yards will be launched. 23 marine Supporting global growth Navy Ships Classification of warships and support services to navies around the world was an important growth area for RINA during 2007. Work began on the classification of 10 FREMM frigates for the Italian Navy, while orders for 4 Mine Countermeasure Vessels (MCMV) for the Finnish Navy, 4 Offshore Patrol Vessels (OPV) for the Iraqi Navy and a replenishment ship for the Indian Navy grew the order book. New Rules for Fast Patrol Vessels launched in early 2007 led to contracts to class 28 patrol vessels for the Italian authorities. Meanwhile, the Italian aircraft carrier Cavour is under delivery by Fincantieri to the Italian Navy, built to RINA Naval class, along with the Horizon-class frigate Andrea Doria and 11 fast patrol vessels for the Italian Coast Guard and other governmental bodies. Expert support outside of classification was much in demand, and a major job was a survey to map the asbestos in the entire Italian fleet. There was also work from the Indian and Peruvian navies on specialised issues. Voluntary certification for compliance of the entire Italian Navy fleet with the requirements of the MARPOL convention continued and the sail training ship Amerigo Vespucci, Goodwill Ambassador for UNICEF Italian Committee, was RINA certified for prevention of pollution by oil, sewage and garbage. 24 ’O7 a n n u a l report Research and development Research and development continued to have a high profile in RINA’s Marine Division during 2007, with the Group devoting over 8 per cent of its turnover to R&D. Internally, the research programme was sharpened and focused into new areas, especially the human element. Externally, RINA took the lead in Italy in establishing a strategic research agenda which brought all the major Italian industrial and academic research organisations and the government onto a common research platform with shared objectives and better ways to share research. A key new programme was to develop a paperless ship, which would substantially reduce crew stress levels, improving safety and quality of operations. A very large three-year project to define procedures for paints and coatings was initiated with industrial partners. The project covers the protection of both steel and other materials and also the aesthetic appearance of yacht paintwork. Risk-assessment projects included research into safe use and storage of hydrogen aboard ship and risk-based alternative design. Two new programmes to develop decision support systems were initiated, one for managing heavy weather aboard ship, the other to manage partial systems failures during operation. Environment centred research focused on technology to monitor and control air emissions (NOx, SOx, CO2) of ships. 25 certification Domenico ANDREIS ’O7 a n n u a l report Anticipating society’s needs Certification and verification services provided by RINA’s Certification Division continued to grow in Certified organisations both volume and scope during 2007. The Division diversified its services and increased its range 12000 of competencies to cover new fields. Income for the Division has now grown sixfold in ten years. 10000 Initially, most of the work was certification of management systems, but in 2007 revenue was evenly 8000 split between management certification and other services. The number of certificates issued in 2007 grew by 15 per cent, but that does not tell the whole story, as training, advisory and non- 6000 certificated auditing also grew strongly. 4000 2000 The biggest challenge for RINA’s Certification Division was to align its competencies and services 2002 2003 2004 2005 2006 2007 to the major strategic and industrial priority of the day – tackling global warming. The decarbonisation of the atmosphere has created a major new demand for verification, assistance and training in good 300 practice. In 2007 RINA invested in acquiring knowledge and competencies and in 250 understanding the real needs of businesses and authorities in managing 200 energy use. 150 100 At the same time RINA’s services to management were 50 extended to cover new areas of social accountability and good governance. RINA’s training activities 2002 2003 2004 2005 2006 2007 received a major boost with the merger of 120 SOGEA and the Training Factory. 100 80 60 40 20 2002 2003 2004 2005 2006 2007 Environment Quality Ethics Occupational Safety Agroindustrial and health rules Automotive 27 certification Anticipating society’s needs RINA’s services to manufacturers and consumers were extended with the integration of Agroqualità into the food certification business, new accreditations in the railway sector and system certification for key healthcare providers. Outside Italy, the certification business grew in all sectors. Brazilian certification grew by 30 per cent and an improved presence in Turkey and Romania increased turnover there. In India RINA showed world leadership with the first Social Accountability certification of a regional authority. Energy and the environment Equipping itself to verify the proper management of energy use and the environment was the most exciting area of development for RINA’s Certification Division during 2007. It focused on three areas: adding value to administrations and businesses by verifying greenhouse gas emissions, adding value to property by certifying and verifying energy performance and energy-saving enhancements, and adding value for manufacturers by certifying the energy performance of materials and products. During 2007 RINA certified 160 companies under the European Emission Trading Scheme (ETS) and was the only accredited company in Italy to provide verification in all industrial sectors. It put in place a world first with its scheme to validate greenhouse gas emission over the whole territory of the Province of Siena. Two new competencies acquired during 2007 will significantly increase greenhouse gas certification during 2008. RINA worked with the United Nations Framework Convention on Climate Change (UNFCCC) to obtain accreditation under its Clean Development Mechanism (CDM) programme. That accreditation will become active in early 2008, allowing RINA to proceed with many CDM contracts to certify greenhouse gas emission reduction projects in Africa, Colombia and India. 28 ’O7 a n n u a l report RINA will be the only Italian company accredited by both the EU and the UN for emissions verification. During 2007 RINA developed the technical standards and began contacts with administrations in Italy to explain how the systems work and how they will benefit them. In 2008 it will set up a voluntary national online registry which will facilitate the trading of Verified Emission Reduction (VER) credits. The energy performance of buildings came under the spotlight in 2007 when it became compulsory in Italy for major buildings to have an Energy Performance Certificate. RINA is the market leader in this field, certifying over 1 million sq m of properties, including the property portfolios of major owners such as Generali Properties and BNL/BNP Paribas. Acting for Italian steel company Marcegaglia, RINA provided certification for both safety and performance of solar photovoltaic panels to IEC61646 and EN61730 standards. These panels will be installed on buildings in Italy and sold globally. Energy certification of products will grow strongly during 2008. 29 certification Anticipating society’s needs Corporate organisation, social responsibility and know-how During 2007 RINA continued to be a global provider of management certification, with 11,390 ISO9001 certificates. But it went beyond management systems, moving into new areas of support to banks, consolidating its services in social accountability and as a global training provider. RINA’s Social Accountability unit provides ISO SA 8000 social accountability auditing globally, social sustainability auditing for Italian administrations, second party verification of company procurement systems and governance services, especially in the anti-bribery field. As the Italian market leader in Social Accountability auditing in 2008, RINA issued 150 per cent more SA8000 certificates than in 2006. It was third in the market in India but growing strongly and during 2008 it will become the second largest provider of this service globally. One notable world first was to provide SA8000 auditing and certification to the office of the District Collector, Medak, India. The bulk of the client base was global textile and automotive companies. Social sustainability auditing was a new business in 2007. Italian administrations are now required to demonstrate to their citizens that they are committed to improving the environmental and social aspects of their quality of life. RINA developed a service to meet this need and ran a pilot project with an administration in Liguria. It provides third party certification of record keeping and communication with the public. The service will be rolled out to all of Italy’s administrations during 2008. 30 ’O7 a n n u a l report Second party verification, helping companies to verify that their own systems work well, and that they meet trade standards, grew tenfold in 2007. Clients included major corporations such as Levi's, Migros, VF Corporation and Billabong. The main customers are from the textile and food industries and RINA’s ability to cover the whole global supply chain was key to delivering this business. To that end RINA extended its network to cover Malaysia, Thailand, Pakistan, Bangladesh, Mauritius, Tunisia and Egypt. Two important standards in the food trade are BSCI, set by North European retailers, and 4C, set by the coffee trade. RINA ran a pilot project with Spanish food producers under the BSCI scheme and was the first organisation ever to carry out a 4C audit in Brazil. In the corporate governance area, RINA established an anti-bribery auditing programme for Italy’s energy major ENI. Following a pilot project it began auditing ENI companies globally and is now working with other major Italian companies such as Costa, Montanari and Finaval to set up antibribery programmes. It was also contracted to audit Deutsche Post’s activities in Italy for the same service. For banks, RINA provided a new service, auditing data flow management to Italy’s central bank requirements on behalf of Banca Sella. 31 certification Anticipating society’s needs When it came to sharing know-how, RINA repositioned itself by taking control of one of Italy’s leading training companies, SOGEA. SOGEA focuses on providing executive master’s courses, while RINA Training Factory branded courses still focus on private clients. By merging the management and courses offered by the two companies, while retaining the brands, RINA delivered important economies of scale while improving the range of courses on offer. Results were up 50 per cent and a strong platform for growth both inside Italy and internationally was created. SOGEA will provide undergraduate, postgraduate and executive courses in Italy, while RINA Training Factory will focus on technical courses and global delivery of know-how. Performance in Turkey, Romania and Spain was strong in 2007, and in 2008 training will be rolled out in China, Argentina and Brazil. Products, consumers and public health The merger of RINA’s food certification activities with those of Agroqualità led to a doubling of activity in this area. For the future, Agroqualità will provide food certification within Italy, while the RINA brand name will be used internationally. During 2007, UKAS accreditation was obtained for ISO22000 food safety management system auditing, and training was provided for auditors in Turkey, Romania, Italy and India. The first audits were for dried fruit producers in India and Turkey. In Italy the full traceability of high-quality wine from the Piedmont region was certified, as was mineral water for the Sangemini Group, amongst others. 32 ’O7 a n n u a l report In the public health sector RINA completed a major risk management certification scheme for the Garda Hospital administration, and extended quality management services to private hospitals serving the public sector. Quality management certification was provided to a number of hospitals and also to the Italian Bone Marrow Donor Registry and the Italian Hospital Blood Bank. RINA’s certification and technical support for railways grew with accreditation by UNIFE for the International Railway Industry Standard (IRIS). The first certificate was issued to MERMEC, a rolling stock company, and work began with 12 more companies which will achieve certification in 2008. On behalf of high-speed train operator NTV, RINA provided technical support analysis and evaluated the bids from 4 major manufacturers to supply 25 high-speed trains. Certification of the major infrastructure and signalling systems for the Brenner Basis Tunnel to European Interoperability Standards continued, while internationally RINA provided safety verification for the Bucharest Metro and a technical comparison for the Houston Light Rail Vehicle project. 33 industry Fabio ZILIOTTO ’O7 a n n u a l report Increasing the value of expertise During 2007, RINA’s Industry Division grew strongly through a mixture of organic growth, FACTS & FIGURES for acquisitions and a broadening of both the range of services provided and the client base. RINA industry In the established oil and gas, construction and power generation sectors RINA’s clients began to 10,000 km of pipelines seek expertise earlier in the projects, increasing the value of the expertise and helping them to make better decisions. 250 offshore facilities 70 power plants The acquisition of engineering company STI and the restructuring of STI and Interprogetti enabled More than 3.6 RINA to provide a full multi-disciplinary engineering service across a range of industries, especially civil engineering, energy and marine. bn euro of public works whose designs have been validated by Banks turned to RINA for more support for large projects and RINA reinforced its our engineers leadership in the BOT (Build, Operate and Transfer) sector for marinas in More than 100,000 sqm of offices whose facility management is under our control 60 Italy. And RINA extended its unique mix of financial, contractual and technical expertise into a new business area by providing support to international funding institutions. Contracts in Croatia, Algeria and Kazakhstan got the new business line off to a strong start. port infrastructures system development 35 port infrastructures maintenance 2,300 security mangers trained 60% of activity performed abroad 35 industry Increasing the value of expertise Oil and Gas In a busy international energy market, RINA Industry’s Oil and Gas team had to increase its staff by 50 per cent during 2007 to meet sharply increased demand for its services. Much of that demand was for feasibility analysis, simulations and design verifications upstream in energy projects. RINA was able to deploy its expertise to assess safety margins and identify key facets of projects early in the process, saving clients large sums of money. The biggest client remained Italy’s energy major ENI, for whom RINA carried out engineering review and certification services for new platforms and requalification and risk assessment for units in service. The Trans Anatolian Pipeline turned to RINA for engineering expertise, and marine warranty work covered other pipeline projects in Italy and offshore Congo. RINA-V, the new joint venture with Velosi, opened an office in Abu Dhabi and acquired the necessary accreditations to begin providing verification services in the Gulf Area in 2008. At the same time RINA strengthened its position in several established international oil and gas markets as well as Kazakhstan, Croatia, Tunisia, Libya, Egypt and Congo, where activities increased substantially. RINA consolidated its position as the leading centre of expertise in Italy for offshore LNG projects. The two largest offshore LNG projects in Italy continued to demand expertise from RINA. On behalf of ExxonMobil, RINA was the control engineer authority for the Rovigo offshore terminal, the largest concrete LNG terminal built yet. And for the Offshore Livorno Terminal, which involves conversion of a tanker to an FSRU, RINA provided full owner engineering services including ship handling simulations and logistics studies to ensure the best system configuration. Feasibility studies for the proposed Alto Lazio offshore LNG terminal also continued, examining a possible onshore regasification solution with a cryogenic pipeline from the terminal. Further simulations were carried out for the Porto Empedocle LNG terminal. A departure from the oil and gas work which employed the same simulation and feasibility expertise was the continuing major study into the logistics of the proposed Porto Tolle offshore coal transhipment project. 36 ’O7 a n n u a l report Power generation Revenues for RINA’s power generation team increased by a factor of three during 2007 as its expertise in combined cycle power plants was sought after. The first major contract was to provide owner engineering services to Italian power company SORGENIA, which is building an 800 MW combined cycle power plant at Lodi, near Milan. RINA is providing engineering consultancy on project management and design. Construction is scheduled to begin in 2008, with RINA providing continuing engineering support. The second major contract in 2007 was for Italian oil company ERG. It employed RINA to provide supervision during construction and also commissioning of the plant for a 450 MW combined cycle power plant which it is building in Sicily. Polaris, the joint venture company with Ansaldo Energia, consolidated its activities in 2007 and was fully employed providing engineering support mainly to Ansaldo-led projects. 37 industry Increasing the value of expertise Infrastructures and Real Estate Notwithstanding a steady demand for verification of design and construction of buildings and public infrastructure nationally, RINA's revenues in this market sector soared in 2007 as it sharply increased its market share. Verification of the design of the Euro 1.8 billion Quadrilatero Marche Umbria Link, a major new road through the Apennines mountains, was entrusted to RINA by the Italian road authority ANAS. Validation of the Euro 1.7 billion road infrastructure on the Tirreno-Brenner link was entrusted to RINA by the concessionaire, Autocamionale della Cisa. The presence of RINA in the public road sector was significantly strengthened by the awarding of the contract for the definition of the financial plan of the Biella – Santhia new toll road link by Regione Piemonte. A growth area for RINA during 2007 was the on-site insurance risk control and works supervision of major construction projects on behalf of insurance companies. Italian major insurer INA Assitalia (Generali Group) entrusted RINA with overseeing the construction of a new lane on the A24/25 Rome–Pescara motorway. A similar job was the supervision on behalf of Dutch developer ForumInvest of the construction of one of Italy’s biggest shopping malls at Teramo, Abruzzo. The project was run to a very strict time schedule to successfully enable opening before the critical Christmas period in 2007. A new service was the provision of facility management auditing on behalf of property owners. H3G, one of Italy’s major mobile phone operators, employed RINA to audit the contractual performance of its facility managers at 20 offices across Italy. RINA was also entrusted to act as auditor of the facility management services outsourced by the public administrations in five Italian Regions (Liguria, Lombardia, Emilia Romagna, Calabria and Sicily). In the growing field of marina development RINA reinforced its position as the leading centre of expertise for Build, Operate and Transfer projects. The biggest project was working for BNL/BNP Paribas on the 800-berth, Euro 80 million Marina di Archimede in Syracuse, Sicily. 38 ’O7 a n n u a l report Engineering Services The acquisition of Studio Tecnico di Ingegneria gave RINA the opportunity to reorganise and broaden its engineering services. That led to a better definition of services to clients, a concentration of expertise and a near doubling in annual turnover. STI’s particular expertise in civil engineering in the power generation sector was merged with the power generation and industrial team of Interprogetti to produce a new multi-disciplinary engineering services company, Projenia. The marine business and expertise of Interprogetti was concentrated in Genoa in Interprogetti Marine and its two subsidiary companies, VERIFY and Studio Engineering. VERIFY provides marine insurance activities while Studio Engineering is a joint venture with the Mariotti shipyard. It was fully occupied during 2007 with the design work for three cruise ships to be built by the Mariotti yard. Projenia opened an office in Mumbai, India. The initial intention is to tap into the base of engineering talent available in India, so increasing the capability of Projenia to handle large projects. Future plans are to extend Projenia’s engineering services into India. 39 industry Increasing the value of expertise In Europe, Projenia got off to a good start by entering into a five-year partnership with German engineering giant Siemens. The partnership will entrust the design work for one or two major new power plants every year to Projenia. The first plant is to be built at Ghent, Belgium. A long-term agreement with Alstom Power saw Projenia enter a joint venture with UK-based Jacobs for engineering work on 10 new gas power stations to be built in the UK. Another agreement with Italian energy major ENEL was for Projenia to provide engineering support for the construction of a nuclear power plant in Slovakia. International funding institutions Technical and economic support to international funding institutions and donors was a new business area for RINA during 2007. Its mix of verification capability, technical expertise and commercial understanding, all delivered from an international network, allowed it to participate in several international consortia and through them to win 4 major contracts during the year. In Croatia RINA is helping to design and implement a Vessel Traffic Management and Information System (VTMIS). The project involves RINA in detailing the design development of the Croatian VTMIS, designing the data management system to back the VTMIS and recommending the amendments needed to national legislation to provide the optimum legal and organisational framework. 40 ’O7 a n n u a l report In Algeria RINA began a major study. This contract is part of the implementation of the programme to improve the legislative and institutional framework for better regulation of the transport sector and optimal use of transport infrastructure. RINA will assess the current condition of the Algerian maritime system, review port security plans in 11 ports, review the feasibility study and preliminary design of a new VTMIS, prepare the job profiles and responsibilities for VTMIS and Security staff and prepare a training scheme to bring all staff and operators up to international standards. A project to facilitate the trade and transport of perishable goods in the Central Asia region turned to RINA for assistance. Specific tasks include developing centres for the testing and certification of transport units and equipment for the transportation of perishable goods, the development of licensing systems for transport operators and improvement of the performance of road transportation at a regional and national level. RINA is also involved in the technical, socio-economic and supply-demand study of the transport sections of the FERRMED Great Rail Network (Scandinavia-Rhine-Rhone Western Mediterranean). RINA is carrying out a detailed analysis of the rail infrastructure and is in charge of defining precisely the benefits of the modernisation of the FERRMED Great Axis Rail Network as it refers to the Italian area. 41 ’O7 a n n u a l report Summary of report to shareholders The 2007 financial year produced a positive trend in turnover, which showed an increase of 20 per cent compared to 2006. Gross profit reached € 16 million, notwithstanding an increasingly competitive market, particularly in the marine sector, and the difficult economic situation in general. A net profit of € 7.3 million was recorded, against € 5.8 million the previous year. A € 26 million jump in turnover was achieved largely by virtue of increased work in the marine, certification and industrial sectors, and as a result of the contribution made by the new companies which have joined the Group during the past financial year. In the course of 2007, the Group continued to pursue its investment plan for new products, information technology, human resource training, internal quality control and image, as well as for initiatives required to strengthen and maintain technical professionalism and the capability to compete internationally. Group personnel (1,142 persons on 31 December 2007) benefited from training activities totalling 59,000 hours, and research and development activity totalling 130,000 hours. The Marine Division recorded a turnover of about € 80 million (52 per cent of the Group total). In particular: • activities relevant to newbuildings and testing for about € 29 million; • proceeds from vessels in service amounted to € 36 million; • activities of the marine technical sector amounted to about € 5,4 million; • activities related to classification of pleasure boats contributed about € 7,4 million; • investments in products additional to classification led to the development of new risk analysis services focused on the environment and energy consumption. The Certification Division showed consolidated earnings of € 40,1 million, growing 21 per cent compared with 2006, based on an increasingly greater diversification of services on offer. Among the most significant growth sectors were Ethical and Safety & Health Certification in the workplace (+20% compared to 2006) and audit on 231/2001 L.decree models (+70% compared to 2006). 43 Summary of report to shareholders In this context the following two key factors are reported: • the completion of the activities to obtain the CDM (Clean Development Mechanism) accreditation with the United Nations Framework Convention on Climate Change; • the move into the energy certification of buildings. The Industry Division reported turnover of € 33 million, an increase of 45 per cent compared with 2006. Highlights included the strengthening of the Power Generation activity, and the growth of the Infrastructure and Buildings business line, which developed new activities such as technical control and technical advisory services for major infrastructural projects on behalf of banks and promoters. For Board of Directors Enrico Scerni Chairman 44 ’O7 a n n u a l report Financial highlights TURNOVER (thousands of €) Turnover Difference between value and costs of production Net result BALANCE SHEET (thousands of €) Total fixed assets Total current assets TOTALE ASSETS Total shareholders' equity Payables TURNOVER (millions of €) 31/12/2007 155.912 15.507 7.277 31/12/2006 130.091 12.580 5.817 44.874 155.436 202.318 59.327 113.925 32.583 129.332 163.777 52.048 84.083 EBITDA (millions of €) 160 25 150 140 20 130 120 15 110 100 90 10 80 70 5 60 2002 45 2003 2004 2005 2006 2007 2002 2003 2004 2005 2006 2007 Notes to the Consolidated Financial Statements at 31 december 2007 Structure and contents of the Consolidated Financial Statements Consolidation area These financial statements comprise the The financial statements of RINA S.p.A., the parent companies directly or indirectly controlled by company, together with those of the Italian and RINA S.p.A. foreign companies which are directly or Compared indirectly controlled by RINA S.p.A.. consolidation area changed as follows: S.T.I. The Balance Sheet, the Income Statement and S.r.l., Interprogetti Industria S.r.l., GET S.r.l., the Notes were drawn up in thousands of euros; S.S.M. S.r.l., Sogea S.c.r.l., Nuova Industry S.r.l., the income and assets of the year are compared Agroqualità S.r.l., PT Rina Indonesia, Rina with the figures from the previous year. The (Shanghai) Quality and Technical Services Co. financial statement at 31 December 2007, the Ltd. all established or become operative during financial year-end of all the companies included the year. in the consolidation area, approved by Accounting principles applied by the individual Shareholders’ Meetings of each company and companies are consistent with those of the subject to audit by an independent auditing firm, parent company. were used to draw up the consolidated financial statements. 46 consolidation with the area comprises previous year, the the ’O7 a n n u a l report Consolidation Area Name Parent Company Controlled companies Italy European Union Loacation RINA S.p.A. Genoa EUR 30.192.800 Rina Industry S.p.A. Genoa EUR 2.500.000 SOA RINA Organismo di Attestazione S.p.A. Genoa EUR 520.000 Interprogetti Genova S.p.A. Genoa EUR 335.700 Istituto Tecnologie Avanzate S.p.A. Alessandria EUR 76.500 Rina Training Factory S.r.l. Genoa EUR 100.000 R.D.I. S.r.l. Genoa EUR 600.000 Polaris S.r.l. Genoa EUR 100.000 Verify S.r.l. Genoa EUR 50.000 Interprogetti Industria S.r.l. S.T.I. S.r.l. Nuova Industry S.r.l. Genoa Genoa Genoa EUR EUR 402.840 1.000.000 1.105.000 Sogea S.c.r.l. Genoa EUR 397.510 Agroqualità S.r.l. Genoa EUR 2.000.000 GET S.r.l. Genoa EUR 10.000 SSM S.r.l. Genoa EUR 20.000 Registro Italiano Navale Finland O.Y. Helsinki EUR 16.818 Registro Italiano Navale (Hellas) E.p.E. Pireus EUR 58.694 Registro Italiano Navale Netherlands B.V. RINA Germany B.V. RINA Denmark B.V. RINA Denmark A.p.S. RINA Sweden A.B. RINA U.K. Ltd. Rotterdam Rotterdam Rotterdam Roskielde Goteborg Portsmouth EUR EUR EUR DKK EUR GBP 10.000.000 18.000 18.000 250.000 35.000 35.000 Crescendo Holding Ltd. London EUR 1.900.000 Rina Iberia S.L. Rina Poland Sp. z o.o. Barcelona Stettin EUR PLN 300.007 50.000 Rina Romania S.r.l. Bucarest RON 70.770 Rina Industry B.V. Rotterdam EUR 18.000 Rina Real Estate B.V. Rotterdam EUR 1.000.000 Istanbul TRY 3.340.400 Cairo EGP 50.000 Pula HRZ 200.000 RINA Brasil Servicos Tecnicos Ltda. Rio de Janeiro BRL 2.320.146 RINA U.S.A., Inc. Fort Lauderdale USD 50.000 RINA Hong Kong Ltd. Hong Kong HKD 500.000 RINA - V Ltd. Hong Kong HKD 160.000 RINA India Pvt. Ltd. Mumbay INR 18.100.000 Yizhong M.C.S. Co.Ltd. RINA Denizcilik ve Belgelendirme Ltd. Sirketi Europe, Middle East RINA Egypt L.L.C. and North Africa Rina Jadran D.o.o. Americas Currency Company capital Asia Shanghai CNY 4.033.700 Rina Industry L.L.P. Almaty Rina (Shangai) Quality & Technical Services Co. Ltd. Shanghai KZT CNY 65.250 780.890 PT Rina Indonesia IDR 913.150.000 Jakarta 47 Shareholding Registro Italiano Navale Rina Industry S.p.A. RINA S.p.A. RINA S.p.A. Rina Industry S.p.A. Crescendo Holding Ltd. RINA S.p.A. Soci Terzi RINA S.p.A. RINA S.p.A. Soci Terzi Rina Industry S.p.A.. Soci Terzi Interprogetti Genova S.p.A.. Soci Terzi Crescendo Holding Ltd. Nuova Industry S.r.l. Rina Industry S.p.A. RINA S.p.A. Soci Terzi RINA S.p.A. Soci Terzi R.D.I. S.r.l. Soci Terzi R.D.I. S.r.l. Soci Terzi % Ownership 99% 1% 100% 99% 1% 100% 60% 40% 100% 50% 50% 50% 50% 50% 50% 100% 100% 100% 40% 60% 50% 50% 75% 25% 70% 30% Registro Italiano Navale Netherlands B.V. 100% RINA S.p.A. 99,95% Rina Industry S.p.A. 0,05% RINA S.p.A. 100% Registro Italiano Navale Netherlands B.V. 100% Registro Italiano Navale Netherlands B.V. 100% Registro Italiano Navale Netherlands B.V. 100% Registro Italiano Navale Netherlands B.V. 100% RINA S.p.A. 100% Rina Industry S.p.A. 50% Charles Taylor Consult. Ltd. 50% RINA S.p.A. 100% Registro Italiano Navale Netherlands B.V. 100% Registro Italiano Navale Netherlands B.V. 99% RINA S.p.A. 1% Rina Industry S.p.A. 95% Registro Italiano Navale Netherlands B.V. 5% Registro Italiano Navale Netherlands B.V. 100% RINA S.p.A. 99,9% Rina Industry S.p.A. 0,1% RINA S.p.A. 99% Rina Industry S.p.A. 1% Registro Italiano Navale Netherlands B.V.. 100% RINA S.p.A. Rina Industry S.p.A. RINA S.p.A. 99,99% 0,01% 100% Registro Italiano Navale Netherlands B.V.. 98% Rina Industry S.p.A. 2% Rina Hong Kong Ltd. 50% Soci Terzi 50% RINA S.p.A. 99% Rina Industry S.p.A. 1% Rina Industry S.p.A. 50% Soci Terzi 50% Rina Industry B.V. 100% Rina Hong Kong Ltd. 100% Registro Italiano Navale Netherlands B.V.. 95% Rina Industry B.V. 5% Major Subsidiary Companies ITALY RINA INDUSTRY S.P.A. The sub-holding company for the industrial sector operates mainly through three business lines, Oil &Gas, Power Generation and Infrastructure & Building. INTERPROGETTI GENOVA S.P.A. The company is controlled through Crescendo Holding Ltd., a non operative joint-venture. During the year the company split its industrial activities and set up a new company named Interprogetti Industria S.r.l. During the year Crescendo Holding Ltd. acquired the residual 20% shares of Interprogetti Genova and Interprogetti Industria thus achieving full ownership of these two companies. Interprogetti Genova S.p.A., after the split, continues to operate in the marine consultancy and engineering fields. INTERPROGETTI INDUSTRIA S.R.L. The company was set up during the year following the split of Interprogetti Genova S.p.A., as described above. It is owned by Crescendo Holding Ltd. The company operates in the civil and industrial engineering fields, through the Projenia consortium set up with related company STI S.r.l.. S.T.I. S.R.L. The company operates in the civil engineering field and was acquired during the year by Nuova Industry S.r.l., fully owned by RINA Industry S.p.A., in order to develop synergies within the RINA group companies involved in the industrial sector. POLARIS S.R.L. Set up in January 2006, and 50% owned by RINA Industry S.p.A. it provides technical services for research, study, analysis, support for organisational processes and procedures for the restructuring and the improvement of business management. ISTITUTO TECNOLOGIE AVANZATE S.R.L. The company performs laboratory and sensing tests in the food sector, in particular for chain stores and hotel chains. RINA TRAINING FACTORY S.R.L. – SOGEA S.C.R.L. The company provides advanced and integrated training services including the design and provision 48 ’O7 a n n u a l report of courses and the organisation of seminars and conferences and assistance to corporate re-organisational projects. During 2007, the operating activities of RINA Training factory were transferred to the company Sogea S.c.r.l., in which the Group acquired a 40% share but with control guaranteed by contract. The move was made in order to integrate the professional skills of the two entities for the purpose of developing the training business. AGROQUALITÀ S.R.L. The company operates in the food certification and audit sector. The company entered the Group during 2007, and RINA’s activities in this sector were moved to Agroqualità S.r.l after the Group acquired a 50% share of the company. ABROAD CRESCENDO HOLDING LTD. Based in London it was set up jointly by Rina Industry S.p.A. and Taylor Consulting Plc. During the year the company acquired the residual 20% of Interprogetti Genova S.p.A. and Interprogetti Industria S.r.l. RINA GERMANY B.V. The company, which became operational during the year, is active in the marine sector in Germany and deals mainly in testing and inspections of materials and components. In 2008 the company will invest further in local activities by moving the office and undertaking plan approval activities in Hamburg. RINA C.I.S. B.V. The company became operational during the year through a branch in Ukraine (Odessa). RINA (SHANGHAI) QUALITY & TECHNICAL SERVICES CO. LTD. The company was set up during the year to develop certification activity in China and invested in a new building for the operational office in the country. PT RINA INDONESIA The company, based in Jakarta, was set up during the year to develop marine activities in Indonesia. RINA –V TD. The company was set up during the year as a joint venture of RINA Hong Kong Ltd. and Velosi Ltd., a company based in Malaysia and operating in the industrial certification sector. 49 Consolidated Balance Sheet - Assets (thousands of €) 31-12-2007 31-12-2006 B) Fixed Assets: • Intanbigle fixed assets - Start-up expenses - Patents, rights and intellectual property - Goodwill - Assets under construction and advances given - Other intangible assets Total 37 2.218 1.403 1.636 2.769 8.063 14 2.825 25 278 1.656 4.798 • Tangible fixed assets - Land and buildings - Industrial and trade equipment - Other tangible assets - Assets under construction and advances given Total 15.039 590 2.740 126 18.495 7.031 381 2.295 406 10.113 • Financial fixed assets - Investments in shareholdings: - subsidiaries - other shareholdings 110 104 186 145 214 - Long-term receivables - from others - within 12 months - Marketable securities classified as fixed assets - Own shares Total Total Fixed Assets (B) C) Current Assets • Inventory - Work-in-progress • Short-term receivables - Customers - Subsidiaries - Parent Company - Tax authority - Deferred tax assets - Others Total - within 12 months - within 12 months - within 12 months - within 12 months - within 12 months - within 12 months • Marketable securities classified as current assets - Marketable securities • Cash and cash at banks - Cash at banks - Cash Total Total Current Assets (C) D) Prepayments and Accrued Income Various TOTAL ASSETS 50 1.709 331 1589 1.709 16.091 302 18.316 1.589 15.450 302 17.672 44.874 32.583 55.274 37.793 55.021 0 817 3.057 1.388 2.110 62.393 44.156 0 686 1.806 985 2.096 49.729 30.556 38.070 7.189 24 7.213 3.651 89 3.740 155.436 129.332 2.008 1.862 202.318 163.777 ’O7 a n n u a l report Consolidated Balance Sheet Equity and Liabilities (thousands of €) 31-12-2007 31-12-2006 A) Shareholders' Equity - Share capital - Legal reserve - Own shares reserve - Statutory reserve - Consolidation reserve - Exchange differences - Profit (Loss) for the year 30.193 707 302 12.140 8.496 (1.001) 7.277 30.193 552 302 9.880 5.769 (578) 5.817 Total Group Equity 58.114 51.935 - Third part net equity - Third part profit (loss) for the year 1.227 (14) 106 7 Total third part equity 1.213 113 59.327 52.048 634 15.153 694 13.203 15.787 13.897 13.180 13.180 13.654 13.654 6.480 6.431 3.851 62.280 17.320 0 4.511 4.231 8.821 2.292 3.509 3.590 46.004 14.332 0 3.502 3.312 7.542 113.925 84.083 99 95 99 95 202.318 163.777 Total Consolidated Equity B) Provisions for Liabilities and Other Charges - Provisions for taxes - Other provisions Total C) C) Severance Indemnity Fund Total D) Payables - Bank loans and overdrafts - within 12 months - beyond 12 months - within 12 months - within 12 months - within 12 months - within 12 months - within 12 months - within 12 months - within 12 months - Loans from other lenders - Advances from clients - Payables to suppliers - Payables to subsidiaries - Payables to tax authorities - Payables to social security institutions - Other payables Total E) Accrued Expenses and Deferred Income Total TOTAL LIABILITIES 51 Consolidated Income Statement (thousands of €) 31-12-2007 31-12-2006 A) Value of Production - Net sales - Change in work-in-progress - Sundry revenues 137.453 16.348 2.111 121.910 6.639 1.542 Total Value of Production 155.912 130.091 1.335 55.090 5.160 1.351 43.586 4.525 B) Cost of Production - Purchases of raw materials, consumables and goods - Services - Leasehold goods costs - Personnel expenses Wages and salaries Social security contribution Provision to severance indemnity fund Other personnel expenses 47.491 12.276 3.192 6.457 39.683 10.572 2.676 5.633 69.416 - Depreciation of fixed assets and devaluation of short-term receivables Depreciation of intangible fixed assets Depreciation of tangible fixed assets Devaluation of short-term receivables 3.353 1.602 1.076 - Provision for risks - Sundry expenses Total Cost of Production Differerence between Value and Cost of Production (A-B) C) Financial Income and Charges - Other financial income from fixed financial assets from current financial assets other financial income Total Financial Income and Charges D) Financial Assets Valuation Adjustments - Devaluations of shareholdings of current financial assets Total Financial Assets Valuation Adjustments E) Extraordinary Gains and Losses - Extraordinary gains - Extraordinary losses Total Extraordinary Gains and Losses Pre-tax Result (A-B±C±D±E) - (Current taxation) - Deferred taxation PROFIT (LOSS) FOR THE YEAR THIRD PART (PROFIT) LOSS FOR THE YEAR GROUP PROFIT (LOSS) FOR THE YEAR 52 3.778 1.191 481 6.031 2.038 1.335 5.450 2.422 1.613 140.405 117.511 15.507 12.580 648 924 433 - Interest and other financial carges - Exchange gains and losses 58.564 633 1.105 301 2.005 (755) (172) 2.039 (368) 57 1.078 1.728 (34) (212) 0 (26) (246) (26) 136 (497) 142 (122) (361) 20 15.978 14.302 (9.030) 315 (8.444) (34) 7.263 14 7.277 5.824 (7) 5.817 ’O7 a n n u a l report Cash Flow Statement at 31 December 2007 (thousands of €) OPERATING ACTIVITY 2007 2006 NET RESULT 7.277 5.807 (5) 4.949 3.192 3.227 (3.593) (12.954) (17.494) 22.499 (140) (1) 4.969 2.676 2.464 (2.075) (8.535) (7.628) 12.213 (347) (319) 9.543 (16.601) (675) (7.365) (802) (17.276) (8.167) (1.069) 3.183 (419) (675) 51 1.859 (539) (448) 2.089 923 CASH FLOW GENERATED (ABSORBED) IN THE YEAR (8.229) 2.299 LIQUID ASSETS AT THE BEGINNING OF THE YEAR (*) 39.518 37.219 LIQUID ASSETS AT THE END OF THE YEAR 31.289 39.518 Third parties profit (Loss) for the year Depreciation Provisions to severance indemnity fund Provisions to other funds Decrease of severance indemnity fund and other funds Change in short-term receivables Change in work-in-progress Change in payables Change in other current assets Total flow from the operating activity INVESTMENTS Investments in: - tangible and intangible assets - financial assets Total flow from investments FINANCING Change in minority equity, net of receivables from minority shareholders Raising of loans Change in the exchange difference reserve Dividend Total flow from financing (*) (*) Liquid assets include the amounts in the Balance Sheet as "Cash", "Cash at banks" and "Marketable securities classified as current assets" less short-term bank loan and overdrafts. 53 Comments on the balance sheet Intangible fixed assets The following table summarises the changes incurred during the year in the value of intangible assets: 31-12-2006 14 2.825 25 278 1.656 4.798 Start-up expenses Trademarks, patents, rights Goodwill Assets under construction and advances given Other intangible assets Total increase 23 1.965 1.378 1.636 1.619 6.621 decrease 0 (3) (3) • Patents, rights and intellectual properties mainly comprise costs relative to the purchase and development of systems and program software. The increase for the year is related to Euro 1,707 thousand for the development of new technical software realised during the year by the parent company and to Euro 204 thousand for assets under construction which became operative during the year. • Goodwill includes, to the value of Euro 1,110 thousand, the difference between the purchase price and the share of net equity relative to the acquisition of STI srl entered in the consolidation area during the year, for Euro 136 thousand to the difference between the purchase price of the 20% acquired during the year by Crescendo adjustments depreciation 204 (2.776) (278) 74 0 0 (577) (3.353) 31-12-2007 37 2.218 1.403 1.636 2.769 8.063 Holding Ltd and the share of net equity relative to Interprogetti Genova S.p.A. and Interprogetti Industria S.r.l. and for Euro 106 thousand to the difference between the purchase price and the share of net equity relative to the acquisition of S.S.M S.r.l. • Assets under construction includes the investments in progress for current software production not yet in use and therefore not subject to amortisation. • Other intangible assets mainly comprise extraordinary improvement to offices rented by our companies as operative offices. • Amortisations for the year are calculated on the basis of rates ranging between 20% and 33.3%. Tangible fixed assets The changes between the years are summarised in the following table: Land and buildings Industrial and trade equipment Tangible assets in progress Other tangible assets Total 31-12-2006 7.032 381 406 2.294 10.113 increase 8.288 306 decrease 1.384 9.978 The increase of the year in land and buildings mainly refers to: • Euro 545 thousand due to the purchase and restructuring of the building in Milan Vimercate. • Euro 962 thousand refers to STI S.r.l. buildings, the company acquired during the year use the building as an office. Part of the goodwill coming from the acquisition has been allocated to the building value. 54 (280) 280 0 depreciation (280) (97) (1.219) (1.596) 31-12-2007 15.039 590 126 2.740 18.495 • Euro 2,250 thousand refers to the building purchased during the year in Rotterdam, and will become the new company office. • Euro 2,623 thousand as building and restructuring expenses incurred during the year in Shanghai by RINA (Shanghai) Q&T Services Co. • Building lease purchased by RINA S.p.A. in Savona (Italy) for a value of Euro 1,300. • Depreciation for the year is calculated on the basis of rates ranging between 3% and 40%. ’O7 a n n u a l report Turnover The following table summarises the turnover as of December 2007 compared with the previous year. Turnover Net sales Change in work-in-progress Sundry revenues Total 31-12-2007 137.453 16.348 2.111 31-12-2006 121.910 6.639 1.542 change 15.543 9.709 569 155.912 130.091 25.821 Net sales and change in work in progress Sales comprise the services rendered and definitively invoiced to customer within the year including invoices and credit notes to be issued. Change in work in progress is determined by comparison between work in progress as of 31 December 2007 and the corresponding amount at the end of the previous year. Details of the above items are given below: 8 4 73 (96) tot. income 34.124 10.432 1.263 7 14.592 3.818 4.793 4.814 income 22.639 7.849 2.089 80 18.247 4.100 7.305 5.355 31-12-2007 change w.i.p. 8.880 3.404 101 (84) 135 (7) 78 62 67.588 6.255 73.843 67.664 12.569 80.233 Certification 32.691 257 32.948 38.731 1.374 40.105 Total Certification Division 32.691 257 32.948 38.731 1.374 40.105 Industry 21.631 1.123 22.754 31.058 1.996 33.054 Total Industry Division (change of devaluation fund) 21.631 1.123 (996) 22.754 (996) 31.058 1.996 409 33.054 409 121.910 6.639 128.549 137.453 16.348 153.801 Classed ships Survey during construction Naval ships Subsidised R&D Test of materials and machinery Unclassed ships Pleasure craft Technical marine income 28.843 9.478 1.232 7 14.584 3.814 4.720 4.910 Total Marine Division Total 55 31-12-2006 change w.i.p. 5.281 954 31 tot. income 31.519 11.253 2.190 (4) 18.382 4.093 7.383 5.417 Turnover Employees The following table shows the number of employees at 31 December 2006 and 2007, as well as the relative changes and average number of employees in the year. Managers Technical staff Administrative staff Total Italy Europe Asia Americas Africa Oceania Total abroad Total Group 31/12/2006 56 609 295 Changes 2 142 38 31/12/2007 58 751 333 960 182 1.142 31/12/2006 744 77 95 35 8 1 Changes 132 23 27 0 0 0 31/12/2007 876 100 122 35 8 1 216 960 266 1.142 In terms of permanent Group staff as of 31 December 2007, the number of Italian employees working in the head office, in the subsidiary companies and in all the related branch offices was 876. Employees working abroad numbered 266, of which 95 were working at branch offices of RINA S.p.A., and 171 at foreign subsidiary companies. 56 Mission To offer services leading to betterment To promote quality To contribute to raising standards An Italian company People are our asset Vision A single, integrated multibusiness company An autonomous and independent company To work with leaders To seek long-term profitability Focused growth Leaders of implementation Quality of services as our hallmark English www.rina.org edition RINA spa head office via corsica, 12 ph. +39 010.5385.1 fax +39 010.5351000 16128 genova italy info@rina.org