To the Shareholders of Telefónica O2 Czech Republic, a.s.:
I. We have audited the consolidated financial statements of Telefónica O2 Czech Republic, a.s. and its subsidiaries (“the Group”) as at 31 December 2010 presented in the annual report of Telefónica O2 Czech Republic, a.s. (“the Company”) on pages 85 – 140 on which we have issued an auditors’ report dated 18 February 2011, presented in the annual report on pages 87–88. We have also audited the separate financial statements of the Company as at 31 December 2010, which are presented in the annual report of the Company on pages 141–195 on which we have issued an auditors’ report dated 18 February 2011, presented in the annual report of the Company on pages 143–144 (both referred further as “financial statements”).
II. We have also audited the consistency of the annual report with the financial statements described above. The management of Telefónica O2 Czech Republic, a.s. is responsible for the accuracy of the annual report. Our responsibility is to express, based on our audit, an opinion on the consistency of the annual report with the financial statements.
We conducted our audit in accordance with International Standards on Auditing and the related implementation guidance issued by the Chamber of Auditors of the Czech Republic. Those standards require that we plan and perform the audit to obtain reasonable assurance as to whether the information presented in the annual report that describes the facts reflected in the financial statements is consistent, in all material respects, with the financial statements. We have checked that the accounting information presented in the annual report on pages 6–84 and 196–201 is consistent with that contained in the audited financial statements as at 31 December 2010. Our work as auditors was confined to checking the annual report with the aforementioned scope and did not include a review of any information other than that drawn from the audited accounting records of the Company. We believe that our audit provides a reasonable basis for our opinion.
Based on our audit, the accounting information presented in the annual report is consistent, in all material respects, with the financial statements described above.
III. In addition, we have reviewed the accuracy of the information contained in the report on related parties of Telefónica O2 Czech Republic, a.s. for the year ended 31 December 2010 presented in the annual report of the Company on pages 202–210. The management of Telefónica O2 Czech Republic, a.s. is responsible for the preparation and accuracy of the report on related parties. Our responsibility is to issue a report based on our review.
We conducted our review in accordance with the applicable International Standard on Review Engagements and the related Czech standard No. 56 issued by the Chamber of Auditors of the Czech Republic. Those standards require that we plan and perform the review to obtain moderate assurance as to whether the report on related parties is free from material misstatement. The review is limited primarily to enquiries of company personnel, to analytical procedures applied to financial data and to examining, on a test basis, the accuracy of information, and thus provides less assurance than an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the report on related parties of Telefónica O2 Czech Republic, a.s. for the year ended 31 December 2010 is materially misstated.
Ernst & Young Audit, s.r.o.
License No. 401
Represented by
Brian Welsh
Partner
Petr Vácha
Auditor, License No. 1948
25 March 2011
Prague, Czech Republic
Independent auditor’s report
Financial data is based on audited consolidated financial statements prepared in accordance with International Financial Reporting Standards. All figures, unless otherwise stated, are in CZK millions as at 31 December of each year.
To Our Shareholders
Let me use this opportunity to review the activities, development and the results of the Telefónica O2 Czech Republic Group in 2010. Our results of the past year were marked by the gradual economic recovery, continuing strict regulation and the highly competitive climate in all areas we do business in. Despite the challenges of the external environment, I can frankly say that I regard our results of the past year as satisfactory and our activities make a good springboard for further improvement in the year 2011.
Let me first make a brief summary of our goals we entered the year 2010 with. In line with our long-term strategy to maintain the leadership in the Czech telecommunications market, our goal was to keep up the customer adds in our key business areas, which are mobile contract customers and ADSL broadband internet. By actively promoting our ADSL-centric proposition in the fixed access segment, we aimed to slow down the rate of decline in the number of fixed lines. Growing demand from our customers for mobile broadband internet propelled our plans to improve our offer in this area, alongside the expansion of our mobile data network coverage. In Telefónica O2 Slovakia, our aim was to grow the customer base and improve financial performance. Last but not least, we wanted to deliver on all of the above while maintaining our high operating efficiency.
And now let me review, in more detail, the achievement of our goals for 2010.
I am proud to say that we succeeded, without accounting for the one-off reduction of inactive customers, in increasing the number of our mobile contract customers by 160 thousand, especially in the fiercely competitive atmosphere that prevailed in the market in 2010. This achievement was largely aided by our active strategy focused on the migration of customers from pre-paid services to contracts, the steady popularity of our O2 NEON tariffs, and, in the second half of the year, also the positive effect of the increased mobile broadband customer base. Despite the considerable competitive pressure felt throughout the whole year 2010 from the cable provider UPC, we accomplished a solid growth in our ADSL customer base. In 2010, their number grew more than 11% to 806 thousand. The steady growth in the number of customers using our internet connectivity service without a voice tariff, and the growth in business customers using the Voice-over-IP service, contributed to the fact that the number of fixed accesses’losses in 2010 declined 17% on the previous year, down to 101 thousand.
As I already mentioned above, our long-term aspiration is to keep our leadership in the mobile internet market in the Czech Republic. We gave this segment our focused attention in 2010, with some positive results to report. By the end of 2010, we have covered almost 43% of the population with our 3G network, and EDGE was within the reach of almost all Czech population. At the same time we considerably increased the transmission speed – without compromising on the quality of the voice and data traffic. Together with our high-speed networks expansion we also launched a portfolio of innovated mobile internet tariffs
for our pre-paid and contract customers. The offer was successfully promoted by means of our Smart Network campaign, which delivered a promising growth in the number of mobile broadband customers and customers of internet in the mobile telephone in the second half of the year, followed by a positive effect on our mobile revenues.
Our offer of simple, transparent and clear O2 Fér tariffs in Slovakia, which, in the past two years, completely turned around the development in the Slovak mobile market, continued to attract customers and improve financial performance. In the past year alone, the number of customers went up by 328 thousand, closing the year 2010 with 880 thousand customers in total, which represents a 15% share of the market. This, in turn, delivered a solid revenue growth and positive OIBDA in the third and fourth quarter.
In line with our long-term strategy to constantly drive for better operating efficiency, in order to keep us in a competitive position in today’s challenging market environment and to continue to create value for our shareholders, we embarked on an ambitious programme of restructuring in 2010. Its aim was to implement a more efficient organisation structure by way of reducing the number of organisation levels in the Company. We also focused on improving the efficiency of processes and systems. Special significance was attached to the transformation of our network operation, which resulted in outsourcing of some network related activities and delivered a headcount reduction by more than a thousand employees, with a positive effect on the staff costs in the second half of the year.
In addition to the above-mentioned restructuring programme, we continued with other projects aimed at improving our operating efficiency while raising the quality of customer care and customer experience. Improvements in the quality of service delivery, sales in our brand stores and communication with our customers have produced a reduction in the number of complaints and claims in both main customer divisions. We also saw an improvement in our call centres; their level of production increased while the average number of calls per customer and the average duration of call went down. Overall level of customer satisfaction with the service of our call centres also improved across all segments. All the above-mentioned activities aimed at enhancing the customer experience delivered an improvement in our Customer Satisfaction Index and helped us with closing on our competition.
As I already mentioned at the beginning, our financial performance in 2010 was aided by the gradual economic recovery, which has led to the stabilisation of consumption during the year in question, especially as far as mobile customers were concerned. Our revenues were at the same time under the pressure of falling termination rates and lower-than-expected ICT revenues due to fewer projects commissioned by the public sector. The total consolidated revenues reached CZK 55.7 billion in 2010, which is a 7% decline on the previous year. Projects and measures aimed at operating cost efficiency succeeded with reducing the operating costs (not accounting for the impact of the settlement agreement with T-Mobile from 2009) by 4.7% year on year, down to CZK 33.4 billion. The consolidated operating income before depreciation and amortisation (OIBDA) improved 1.1% year on year and reached CZK 27.4 billion, mainly due to the reversal of the impairment charge. Not accounting for this accounting operation, OIBDA would decline 14.9%, namely as a result of the lower revenues and one-off items posted in 2009 and 2010; the OIBDA margin would be 41.3%. This helped us maintain an above-average operating profitability compared to other operators in Central and Eastern Europe. I already mentioned that the year 2010 saw our investments going mainly into the roll-out of our mobile broadband networks and into projects to improve the quality of these networks. We also continued our selective investments in pro-growth areas, including namely various ADSL developments. We pursued focused investments in our information systems and technologies, to make their processes more efficient in the interest of greater operating efficiency and a better customer experience. The total investment costs were down 12.7% year on year to CZK 5.7 billion in 2010. Finally, in my review of our financial performance in 2010, I would like to highlight the 21.2% increase in free cash flows, which reached the total of CZK 16.4 billion and translates into CZK 51 per share.
The year 2011 will see us persevering with our dedication to improvement and enhancement of our relationship with customers by means of raising the quality of service and offering new products to meet the customers’ needs. The priority for these initiatives and other projects is to achieve the ultimate customer experience and satisfaction. We will also continue with introducing further improvements to our portfolio of broadband services, where we plan to launch a host of VDSL-based services, in order to stabilise the number of fixed accesses and remain competitive. In line with our plans for further roll-out of the 3G network, and with the help of the recently signed agreement on 3G network sharing with T-Mobile, we will focus on offering innovated mobile broadband and data services. To this end, we plan to take advantage of our competitive position of having the largest and the best 3G network to attract more mobile broadband and mobile data customers, which will drive the share of these services in the total mobile revenues.
In Slovakia, we plan to continue with the active marketing of our transparent, simple and value-based services. We are confident that this strategy will impart a positive reflection on our financial performance and profitability, and help us maintain a solid growth in our customer base.
As there are several factors with an uncertain outcome at play, which will nonetheless have a bearing on our revenues, we present only a general outline of the expected developments in 2011. We anticipate that the revenues from ICT services may continue to be under the influence of the restrictions in the public sector, which will result in a lower number of projects. Additionally, mobile revenues will continue to be under pressure due to further cuts in mobile termination rates (by 35% in 2011). At any case, we will stay loyal to our drive for efficient operating and investment expenditure while continuing with investments that generate value for our customers and enhance their experience. And finally, cash flow generation and its maximisation remains one of our key strategic priorities for the future.
Luis Antonio Malvido
Chairman of the Board of Directors
January
Telefónica O2 launched a new network documentation portal which distributes digital maps detailing the situation of telecommunication networks on land to investors.
February
Telefónica O2 published its audited consolidated financial results prepared under International Financial Reporting Standards for the fiscal year 2009. Consolidated revenues reached CZK 59.9 billion and the net profit grew to CZK 11.7 billion.
The Board of Directors elected Louis Antonio Malvido its Chairman and appointed him Chief Executive Officer of Telefónica O2.
Jiří Dvorjančanský was appointed Executive Director for Residential Marketing at Telefónica O2.
Telefónica O2 became general partner to the Open Air Festival, a new multicultural project for the whole family.
March
Telefónica O2 introduced new tariffs O2 Business – the first tariffs in the Czech market that offered unlimited calling within business hours for a flat monthly fee.
The number of people participating in Reward for Top-up programme for the customers of pre-paid services exceeded a one million mark.
April
Telefónica O2 started marketing O2 Clean Internet, a service giving a professional standard of protection against malware and viruses in local networks, to business customers.
By purchasing goods at the traditional Easter markets, employees raised almost CZK 240,000 to benefit sheltered workshops.
The number of messages delivered via Data Box, a system for the official communication between the authorities on the one hand, and legal and natural persons on the other, exceeded a ten million mark.
May
An Ordinary General Meeting of shareholders of Telefónica O2 Czech Republic was held. The shareholders approved, among other things, a proposal of the Board of Directors for the payment of a dividend of CZK 40 per share. María Eva Castillo Sanz, an independent member of the Board of Directors of Telefónica, S.A., became a new member of the Supervisory Board and the Audit Committee.
The Board of Directors of Telefónica O2 approved an increase of the registered capital of Telefónica O2 Slovakia by means of a pecuniary contribution in the amount of EUR 40 million, to reach the total of EUR 240 million.
Telefónica O2 implemented changes in the organisation structure of the Company. A Marketing division and Strategy and Business Development division were created.
Telefónica O2 expanded the portfolio of its mobile data services with a new service O2 Pre-paid Mobile Internet, intended mainly for customers who are occasional users or are only just taking their first steps online; the pre-paid credit allows for being online anywhere, simply and anytime, without commitment.
June
Telefónica O2 took part in the global mobile campaign 1GOAL in support of children’s education.
Telefónica O2 designed a special training in communication with people with a partial or total loss of hearing. The participants have become local ambassadors for the deaf or partially deaf in their regions.
July
Employees raised CZK 420,000 for the project called ‘Let’s Help Change the Story of One Life’.
Telefónica O2 matched the proceeds from each duck sold in the O2 Foundation’s campaign Reward for Top-up between 27 July and 2 October; the proceeds from the fundraising campaign benefit a helpline for children (Linka Bezpečí) and for senior citizens (Linka seniorů).
August
Telefónica O2 acquires the domain www.o2.cz.
David Šita, Director, Strategic Account Division, left his post at Telefónica O2.
Telefónica O2 promulgated the date 2 August as the Day to Celebrate Coverage and, together with its customers, celebrated the six year anniversary of mobile internet in the Czech Republic by launching a special edition O2 Mobile Internet set.
Telefónica O2 matched the whole amount raised by employees to benefit the victims of floods, and prepared special programmes and services for those in need. All funds raised were donated to People in Need, a relief organisation which used them to alleviate the impact of floods in the stricken areas.
September
An Extraordinary General Meeting of shareholders of Telefónica O2 was held. The shareholders approved, among other things, a change in the form of all Company common shares in the nominal value of CZK 100 from bearer share to registered share. The reason for this change was the adoption of an amendment to the Public Procurement Act.
Jose Perdomo, Director, Consumer Division at Telefónica O2, left his post to join the newly established division Global New Services in the Telefónica Group, to helm its eHealth activities.
Telefónica O2 merged two divisions Strategic Accounts and Corporate and Business into a new Business division under the leadership of František Schneider.
Telefónica O2 introduced a new pre-paid card O2 Da, an economically priced option for Russian speaking and Vietnamese speaking customers in the Czech Republic call and send SMS to sixteen countries at local rates.
O2 Foundation donated CZK 10 million to help disadvantaged children and youth already for the ninth time.
October
A total of 270 employees helped out in fifteen charitable organisations in all corners of the Czech Republic as part of the Telefónica O2 Volunteer Day.
Telefónica O2 launched an innovated concept of its O2 TV service.
Two Telefónica O2’s websites of O2 TV and the campaign Reward for Top-up, topped the WebTop100 of the most accomplished web presentation.
Telefónica O2 launched a new service, O2 Emergency Care, which expands the portfolio of telemedicine and telecare services supported by modern eHealth technologies.
November
The Supervisory Board of Telefónica O2 elected Alfonso Alonso Durána its Chairman and María Eva Castillo Sanz as the 1st Vice-Chairman. Anselmo Enriques Linares was co-opted a member of the Supervisory Board (the position had been vacant after Enrique Used Aznar’s death in September 2010). The Supervisory Board elected František Schneider to succeed Jose Perdomo as member of the Board of Directors; František Schneider was formally made member of the Board of Directors after the resignation of Jose Severino Perdomo Lorenzo in September 2010.
Michal Urválek left Telefónica O2 and Steven Tree was made acting Director of the Human Resources division.
Telefónica O2 covered more than 40% of the Czech population with its 3G mobile data network; EDGE was available to 98% of the population.
Telefónica O2, in collaboration with the Czech Police, prepared a campaign to protect senior citizens against fraudsters and thieves.
Telefónica O2 received the prestigious 2010 Top Corporate Philanthropist award for the Most Responsible Partnership for its environmentally-friendly project of the Open Air Festival.
December
Tony Hanway is named the new Director of the Consumer Division at Telefónica O2.
As has become the tradition, employees raised CZK 317,000 to benefit disadvantaged fellow citizens through their purchases of Christmas gifts handmade in sheltered workshops.
Telefónica is one of the world‘s leading integrated operators in the telecommunications sector, providing communication, information and entertainment solutions, with presence in Europe, Africa and Latin America. The group operates in 25 countries. As of December 2010, Telefónica’s total number of customers was 288 millions. Telefónica’s growth strategy is focused on the markets in which it has a strong foothold: Spain, Europe and Latin America.
The Group stands in fourth position in the Telco sector worldwide in terms of market capitalisation, in first among European integrated operators and in third position in the Eurostoxx 50 rankings, composed of Europe’s blue chip companies (March 2010).
Telefónica is a 100% private company with more than 1.5 million direct shareholders. Its stock trades on the continuous market on the Spanish Stock Exchanges and on those in London, Tokyo, New York, Lima, Buenos Aires and São Paulo.
Telefónica has one of the most international profiles in the sector with close to 70% of its business outside its home market and a reference point in the Spanish and Portuguese speaking market.
In Latin America, Telefónica served more than 183 million customers as of the end of 2010, thus becoming the leading operator in Brazil, Argentina, Chile and Peru. The group also has substantial operations in Colombia, Ecuador, El Salvador, Guatemala, Mexico, Nicaragua, Panama, Puerto Rico, Uruguay and Venezuela. In Europe, the group owns operating companies in Spain, the United Kingdom, Ireland, Germany, Czech Republic and Slovakia, providing services to 104 million customers as of the end of 2010.
Telefónica v číslech
— 287.6 million accesses (103.9 million Europe; 183.7 million Latin America) (December 2010)
— Presence in 26 countries of the world (6 in Europe1; 14 in Latin America2; The group is active in three
other countries through its strategic alliances3)
— 270,000 employees (30% in Europe; 69% in Latin America; 1 % in other countries) (December 2010)
— Revenues: 60,737 mil. euro (2010)
— OIBDA: 25,777 mil. euro (2010)
— Net profit: 10,167 mil. euro (2010)
— The world‘s largest integrated telecommunications operator measured by number of accessed
— The largest integrated operator in Europe measured by market capitalisation
— First on the Dow Jones Sustainability Index
— Among the world‘s 50 largest companies measured by market capitalisation
— Among the world‘s 75 largest companies measured by revenues (Fortune Global 500)
Telefónica – leader in the telecommunications market
in Latin America
Telefónica – a strong player on the European market
Corporate Centre
The Corporate Centre is responsible for the global and organisational strategy, corporate policies, management of joint activities and coordination of business unit operations. In 2008, the Corporate Centre reinforced its relationships with the organisation units by way of a reorganisation project, which gave rise to two organisation units dedicated to innovation and transformation, respectively; the units were established to give a stronger impetus to the drive for revenues and performance.
Telefónica España
Telefónica was founded in 1924 in Spain, however (since 2008), the home country is no longer the main market of the company. The company’s main operations are in Latin America. Telefónica España is well appointed in all main market segments; it provides fixed telephony services (including pay TV), mobile and data services, broadband internet access, and has – via its subsidiary Meditel – investments in Morocco.
Telefónica Latinoamérica
Telefónica Latinoamérica has operations in 13 countries of Latin America – Argentina, Brazil, Chile, Ecuador, El Salvador, Guatemala, Colombia, Mexico, Nicaragua, Panama, Peru, Uruguay and Venezuela, where it provides the services of mobile and fixed telecommunications, internet access and pay TV. Additionally, Telefónica International Wholesale Services provides wholesale telecommunications services to a global standard. Its portfolio spans voice, data, IP, satellite, corporate and mobile services, and its optical network connects Latin America, United States and Europe. Telefónica is also actively pursuing ancillary business in Puerto Rico and in the United States.
Telefónica Europe
Telefónica O2 Europe plc changed its name to Telefónica Europe plc on 1 June 2008. The change came as an organic part of the integration process, two years after the company’s integration in the group. The new corporate name structure follows the same pattern as in all the other regions – Telefónica España, Telefónica Latinoamérica and Telefónica Europe. With operations in the United Kingdom, Ireland, Germany, Czech Republic and Slovakia, Telefónica Europe provides the services of mobile and fixed telecommunications and broadband internet access.
On December 3, 2009, Telefónica’s subsidiary in Germany, Telefónica Deutschland GmbH (“Telefónica Deutschland”), signed an agreement to acquire all of the shares of German company HanseNet Telekommunikation GmbH (“HanseNet”). On February 16, 2010, the Telefónica Group completed the acquisition of 100% of the shares of HanseNet.
Partnerships and other shareholding
Telefónica is present in China, Italy and Portugal, by means of shareholdings in China Unicom and Telecom Italia, respectively.
Other companies in the group
Atento offers the services of Customer Relationship Management via its network of contact centres. It has operating platforms in Spain, Argentina, Brazil, Chile, Colombia, United States, Morocco, Mexico, Peru, Puerto Rico, Czech Republic, Uruguay and Venezuela.
T-gestiona provides comprehensive administrative and financial support in the area of human resources, real property, logistics and distribution, consulting in the area of ERP processes and systems, and the services of a comprehensive back office. It operates in Spain, Argentina, Brazil, Chile and Peru.
Telefónica I+D is a research and innovation company in the field of technology. The volume of funds invested in innovation and development has made it the largest private research and development centre in Spain, and it is also the European leader in terms of participation in ICT research projects. It has operations in Spain, Brazil and Mexico.
Integrated decentralised model of governance
It is Telefónica’s goal to maximise the value of its activities at all levels – global, regional and local. The model of organisation puts the customer at the heart of the company’s focus, sets out the role of innovation in revenue generation and in the transformation into a better-performing enterprise.
Group structure
Key Holdings of the Telefónica Group detailed by regional business units
About Telefónica Group
* Data from December 2010
Note: Central America includes Guatemala, Panama, El Salvador, Nicaragua and Costa Rica.
The number of accesses includes narrowband service provided by Terra Brasil and Terra Colombia and broadband service provided
byTerra Brasil, Telefónica de Argentina, Terra Guatemala and Terra México.
Overview of the Group and the main changes in 2010
The group of Telefónica O2 Czech Republic (hereinafter Telefónica O2 Group) comprises Telefónica O2 Czech Republic, a.s. (hereinafter Telefónica O2 or Company) and several other subsidiaries. In 2010, the Group’s services were provided mostly on the territory of the Czech Republic and in Slovakia. Through a wholly-owned subsidiary Telefónica O2 Slovakia, the Group has been operating in Slovakia since 2007. In 2007, Telefónica O2 acquired 100% of DELTAX Systems a.s. (hereinafter DELTAX Systems). During 2009, DELTAX Systems liquidated as a legal entity and merged in the successor company Telefónica O2 Business Solutions, spol. s r.o. (formerly Telefónica O2 Services, spol. s r.o.). In line with its strategy to add new services to the traditional voice and data, Telefónica O2 partnered with other companies and started MOPET CZ a.s., a venture to launch mobile payment services. Telefónica O2 holds a 14% share of the new company.
Telefónica O2 is the largest integrated telecommunications operator and offers a comprehensive range of both fixed and mobile voice, data and internet services in the Czech Republic. In September 2006 it also started offering a digital television service (O2 TV), and in 2007 it significantly expanded its IT and ICT operations (comprehensive business communications solutions). It also offers its network infrastructure for lease by other operators of public and private networks and services.
The retail business in the Czech Republic focused on two main customer segments – business and consumers. The business segment included medium business and corporate customers, and public and government institutions. Telefónica O2 also provides services on wholesale basis to other public telecommunications network providers and to providers of public telecommunications services both in the Czech Republic and abroad.
As at 31 December 2010, Telefónica O2 Group comprised the following subsidiary companies and affiliates:
In June 2009, the Board of Directors of Telefónica O2 approved an increase of the registered capital of Telefónica O2 Slovakia by way of a pecuniary contribution of EUR 150,209,121.69. The company’s registered capital of EUR 49,790,878.31 thus increased to EUR 200,000,000.00. The increase became effective on 19 August 2009.
In May 2010, the Board of Directors of Telefónica O2 approved an increase of the registered capital of Telefónica O2 Slovakia by way of a pecuniary contribution of EUR 40,000,000.00. The company’s registered capital of EUR 200,000,000.00 thus increased to EUR 240,000,000.00 EUR. The increase became effective 6 May 2010.
Restructuring programme
In line with its long-term strategy focused on improving its operating efficiency, in 2010 Telefónica O2 implemented an ambitious restructuring programme; its aim was to implement a more effective organisational structure with fewer levels of organisation. The Company also focused on improving the efficiency of the processes through the continuing integration of fixed and mobile platforms and systems, with a particular attention on network operation; the outsourcing option was considered for some activities. The programme led to optimisation of the network operation, where some activities associated with certain technologies and locations were outsourced to a strategic partner, together with maintenance and repair of supporting technology. More than 1,000 employees were let go in connection with the restructuring, of which approximately 50% as a direct result of outsourcing in the area of network operation.
Number of employees of the Telefónica O2 Group by region:
Projects to improve operating efficiency and customer experience
In addition to the above-mentioned restructuring programme, the Company continued to implement other projects, which sought to improve operating efficiency at the same time as raising the quality of service and, by extension, enhancing customer experience. Telefónica O2, as technology innovator, embarked on a project to develop tools and processes that would allow bringing all key instruments and customer relationships online. As part of the project of internal efficiency improvement and in connection with the headcount reduction, the area of leased properties was reduced. Reconfiguration of power supply schemes in offices, call centres and at selected base stations has led to significant savings on electricity consumption. The Company’s fleet was downsized by 25%, which has led to fuel savings. Likewise, the process of customer documentation flow was improved through the implementation of a central point of entry.
Projects aimed at the building of customer trust and satisfaction started to deliver their first tangible results already in 2010. Quality improvements in service delivery, sales in brand stores and the Company’s drive for active, credible and transparent communication with customers have led to a reduction in the number of complaints and claims by 25–30%, depending on the segment. Improvements could be seen also in call centres – the rate of their utilisation increased, with the number of calls answered within twenty seconds hovering steadily around 85% at the end of the year. The average number of calls per customer was down approximately 15% and the average duration of call shortened by approximately 8%. An ongoing independent customer satisfaction survey of call centres revealed that, during 2010, the level of customer satisfaction improved across all segments; approximately 64% of all requests registered by call centres were resolved during the first call.
Telefónica O2, pursuing the strategy to retain its leadership in the mobile internet market, significantly expanded the coverage of its high-speed mobile networks (EDGE and 3G), without compromising on the quality of service, and boosted the transmission speeds. The Company covered 72 towns and their greater areas with signal, and improved the coverage of ten other towns. At the end of 2010, 84 towns, which represent 42.5% of the population, were covered with the service. The average downlink speed reached 1.8 MB/s; in locations where new network had been built, the average speed could be as high as 4 MB/s. The technology coverage was up 81 percentage points and reached 98% of the population, which brought it to the level of the other two operators. The expansion of the mobile broadband network went hand in hand with a new portfolio of mobile internet tariffs for both pre-paid and contract customers. This in turn reflected in higher level of customer satisfaction across all customer segments.
All the above has led to a 1.3 percentage point increase on the scale of the Customer Satisfaction Index, which helped the Company with closing the gap to its competitors.
Telefónica O2 Slovakia
As at 31 December 2010, Telefónica O2 Slovakia registered 880 thousand customers, of which 334 thousand were contract customers. The number of customers increased 59% year on year. The revenues reached EUR 112 million, which is 51% more than in 2009. In the third and fourth quarter of 2010, Telefónica O2 Slovakia showed a positive operating income before depreciation and amortisation (OIBDA).
The company continued marketing its O2 Fér product with the same slogan – ‘simplicity, transparency and flexibility’. In September 2010, a new product, O2 Moje Firma, was introduced in the SME segment. In 2010, Telefónica O2 Slovakia focused mainly on customer acquisition and on improving the quality of its customer base through Mobile Number Portability. To make the porting option more attractive, the company offered bonuses for every number ported to the O2 network. As a result of this campaign, in 2010 almost 142 thousand customers ported their already existing number to the O2 network.
At the end of September, the company announced its plan to roll out a proprietary 3G network in Slovakia. The launch of commercial service in the expanded 3G network is scheduled for June 2011. By July 2011, the O2 3G network should cover already 33% of the Slovak population in 24 towns.
At the end of December 2010, the network of Telefónica O2 Slovakia was available already to 94.9% of the population in Slovakia. The span of the network allowed carrying of almost 89% of calls ‘on net’. The remaining 11% of calls were connected using national roaming. The share of on-net calls went up by almost 4 percentage points compared to the end of 2009.
A survey carried out by the independent market research agency Ipsos Tambor jointly with Telefónica O2 Slovakia revealed that O2 ranked at the top of all mobile operators in Slovakia in terms of customer satisfaction. The Customer Satisfaction Index (CSI) of O2 reached a record level, as did the company’s gap on its competitors.
Telefónica O2 Slovakia also fared the best in the fifth year of the only independent awards of mobile operators in Slovakia. More than two thirds of votes secured the title ‘Mobile Operator of the Year’ for O2 – already in the second consecutive year.
Risk management
Risk management is one of the primary management tools for effective governance of companies in the Group. Its purpose is to render support in accomplishing the Company’s vision and strategy. All companies in the Telefónica Group apply the same risk management model which fully conforms to the best international practice in the field of corporate governance and the COSO II framework (Committee of Sponsoring Organizations of the Treadway Commission). Close cooperation with other members of the Telefónica Group contributes to further development of the risk management system, which is an integral part of the Group’s internal control system.
Risks are identified based on an assessment of the relevant management levels and suggestions made by the division Risk Management and Internal Audit and other units of the Group, and are evaluated in terms of their potential financial impact and likelihood of materialisation. Where the value of a risk exceeds a set limit, the risk is included in the risk catalogue of the Company.
Also in 2010, the Risk Management unit was responsible for the methodology and risk management system on the Group level. The governing bodies – the Board of Directors and the Supervisory Board, or, where appropriate, the Audit Committee – were informed on a monthly basis of all major risks to which the Group was exposed, and of the ways the risks were mitigated.
The Risk Management unit also handles the risks of Telefónica O2 Slovakia; the risks are managed according to the common methodology of the Telefónica Group.
The Company may encounter the following risks associated with the conduct of its business:
Commercial (market) risks
Possible losses caused by market uncertainty, developments in the market, austerity measures adopted by the government and the public sector, competitive pressures, changes due to regulatory actions (including those taken by the European Commission) and changes in the legislation, in particular in connection with the adoption of the new regulatory framework.
Financial risks
Possible losses stemming from the fluctuations in the value of financial instruments, in particular the exchange rates of currencies or interest rates.
Credit risks
Risks of exposure to defaulting business partners or customers, e.g. receivables from customers or distributors. The number of defaulting partners may increase in conjunction with the continuing economic recession.
Operating risks
Risks of possible losses caused by incidents relating to processes, human resources, network elements and information systems, or by external factors.
In 2010, the Czech telecommunications market saw the first signs of the gradual economic recovery, which brought an approximately 2% growth of the economy measured by the Gross Domestic Product (GDP). Despite the positive developments, especially in early 2010 customers continued to drive prices down as they optimised their spending for all products and services, including telecommunication services, and the competitive pressure further intensified. During the year, the customer spend on mobile services gradually increased, slowing down the rate of ARPU dilution. The mobile market was also influenced by regulation in the area of mobile termination rates and international roaming; the number of customer additions slowed down followed by revenues decline. According to Telefónica O2’s estimates, revenues from the Czech telecommunications market were down approximately 7% in 2010.
Revenues from the fixed line segment declined approximately 8% year on year, while mobile revenues saw a drop of 6% approximately, basically matching the rate of decline from 2009. The fixed line penetration reached 30% at the end of 2010, continuing the downward trend of previous years. Mobile penetration (measured by the number of registered SIM cards with a 13 month activity criterion), on the other hand, exceeded 134% (an accurate figure cannot be determined due to differences in the Czech operators’ methodologies of accounting for mobile customers), which is among the highest penetration rates in Europe.
Among European Union member states, the Czech Republic has for a long time been in the upper echelon of countries with the highest volumes of voice traffic in mobile networks. This, however, did not stop the fixed-to-mobile substitution and the proportion of mobile voice traffic continued to grow also in 2010. According to Company’s estimates, 86% of all voice traffic generated in 2010 was in the mobile networks, which translates into a 2 p.p. year-on-year growth.
The year 2010 saw a massive growth in the demand for data services – and the operators moved quickly to respond by expanding the coverage of their 3G networks and coming out with new products in this area.
Trends in the fixed line market
In 2010, the revenues from fixed lines reached approximately CZK 45 billion, which represents a year-on-year decline of approximately 8%. The fall of the voice revenues was partly offset by the growing revenues from broadband internet, IT services and business solutions.
Below we bring a round-up of the most important events in the fixed line market in 2010.
The acquisition of the retail business of České Radiokomunikace a.s. at the end of 2009 allowed T-Mobile Czech Republic a.s. (hereinafter T-Mobile) to offer its own fixed telecommunication service. At the beginning of 2010 T-Mobile introduced its ‘2in1’ bundle combining an ADSL Internet data tariff and a choice of mobile voice tariffs; the products in the bundle were more economically priced than when purchased separately.
During 2010, České Radiokomunikace a.s. continued to deploy the WiMAX technology in other towns in the Czech Republic. České Radiokomunikace a.s. announced a change of ownership at the end of the year; Macquarie, a fund management company from Australia, became the new owner.
In September, Dial Telecom a.s. took over the corporate and wholesale businesses of Volný and strengthened its position in the Czech telecommunications market. Together with the business and wholesale customer base, Dial Telecom a.s. took over also a part of the sales and technical department. Dial Telecom a.s. also announced plans to continue investing in the expansion of its proprietary optical infrastructure, as per its strategy.
At the beginning of April, UPC Česká republika, a.s. (hereinafter UPC) added UPC Fiber Power 25 to its broadband internet portfolio and at the same time permanently slashed the prices of its two fastest internet services (UPC Fiber Power 50 and UPC Fiber Power 100) by 40%.
In the pay TV market, Telefónica O2 came out with an innovated O2 TV concept branded O2 TV Flexi in the autumn, in which it heeded the wishes of customers who wanted to make up their own programme menu and did not want to pay for channels they do not watch. Now they can combine their own menu of programmes in the basic package and select two optional programme packages of different varieties.
T-Mobile entered the pay TV market in November with its T-Mobile TV. Under this brand, T-Mobile began to market an already existing satellite platform by Skylink, one of the big four satellite TV providers in the Czech Republic.
The number of satellite television and IPTV users continued to grow in 2010. UPC began to broadcast in 3D on its HD+ channel.
Providers of WiFi internet connectivity (including various mutations of FTTx technology) retained, with approximately 835 thousand users, their strong position in the fixed broadband market. Despite the relatively high number of these providers, the quality of service varied greatly between them. During the course of 2010, WiFi providers intensified investments in FTTx infrastructure.
Trends on the mobile market
The mobile market in the Czech Republic in 2010 yielded revenues in the range of CZK 76 billion, which translates into a year-on-year drop of approximately 7%.
In the conditions of the gradually recovering economy and high penetration, all mobile operators saw their customer base increase in 2010. The net additions of active customers of Telefónica O2 and the registered customers of T-Mobile and Vodafone Czech Republic a.s. (hereinafter Vodafone) reached 108 thousand in 2010, compared to 249 thousand in 2009. The net additions recorded a 70% slump year on year.
In 2010, Telefónica O2 recorded a 2.1% year-on-year drop in the number of active customers down to 4,839 thousand, which is attributed mainly to the one-off disconnection of 111 thousand inactive customers. Without the effect of the one-off disconnection, the total number of customers would rise 0.1% year on year, which, given the highly competitive and penetrated mobile market in the Czech Republic, is a good result. The exact share of active customers of the Company in the total market cannot be determined due to differences in the methodologies used by T-Mobile and Vodafone; the two companies publish only figures of registered customers. The ongoing migration of customers from the pre-paid to post-paid service produced a year-on-year increase of 5.7% in the number of contract customers of Telefónica O2 (disregarding the effect of the one-off reduction due to disconnection of inactive customers), up to 2,975 thousand, in 2010.
Mobile operators responded to the needs voiced by their customers and innovated their voice and data tariff portfolios, shifting their focus to mobile internet and internet in mobile devices. As to voice tariffs, the offer of the so-called ‘flat-rate’ tariffs with unlimited calls included in the monthly fee was substantially expanded. Vodafone introduced a wholly new ‘Tailor Made’ tariff concept.
In the spring, Telefónica O2 expanded its offer of flat-rate mobile tariffs; SME customers could choose from O2 Business, tariffs with unlimited calling within business hours. Another innovation came in the form of the innovated tariffs for SMEs O2 Business with the new O2 Business Unlimited with unlimited calls, SMS and data. In January, T-Mobile launched Grand and Grand Plus, the first flat-rate tariffs in its portfolio, with unlimited calls for non-business customers. Shortly after, T-Mobile introduced Profi tariffs, offering the same service to business customers. The SME proposition was later expanded by community-based tariffs under the Team brand. Also in 2010, T-Mobile launched pre-paid Twist tariffs, which came with free on-net calls and SMS for the rest of the day after the first five calls or SMS paid for.
In the second quarter of 2010, Telefónica O2 added a pre-paid service to its mobile internet offer, and in early June it introduced a new portfolio of post-paid mobile data tariffs. Also in the second quarter, T-Mobile came out with a pre-paid mobile internet tariff.
In March, Vodafone announced an innovative concept of ‘Tailor Made’ tariffs, which let customers combine voice and data services of their choice, from zero monthly fee to unlimited calls, SMS and data.
Throughout the year, all operators introduced the improved offers of internet in a mobile device, together with a choice of smartphones.
At the end of the first half of the year, a regulatory intervention by the European Commission cut the prices of voice calls and SMS sent from abroad. The European Commission required that all operators implement a so-called ‘data roaming limit’, to protect customers from unexpectedly high bills for internet usage during their travels abroad. The data roaming limit of CZK 1,500 including VAT was implemented with effect from 1 June; it concerned all users who use mobile internet when visiting European Union and European Economic Area countries.
During the course of 2010, all mobile operators continued with their efforts to modernize and expand their 3G networks. As at the end of the year, Telefónica O2’s ‘smart network’ had the widest coverage of 43%; its mobile 3G network was, at the end of December, available in 84 towns and cities. At the beginning of 2010, T-Mobile started the commercial operation of its 3G network in selected districts of Prague, and at the end of the first half year it completed the project of GSM network modernisation. By the end of the year, T-Mobile’s 3G network covered already 37% of the Czech population. Vodafone signed an agreement with MobilKom a.s., the operator of the U:fon network, for CDMA mobile data network sharing. Vodafone also continued with the expansion of its own 3G network, which covered 38% of the population by the end of 2010.
At the end of 2009, MobilKom a.s. announced a turnaround in its business strategy and market positioning and declared its intention to become the first low cost operator in the Czech Republic. It plans to offer voice and data services on a retail and wholesale basis. At the end of June 2010, MobilKom a.s. announced that it would open its network to other operators wishing to offer broadband mobile internet or voice under their respective brands; MobilKom thus opened the door to virtual operators. WIA, OpenCall or MujOperator were some of the virtual operators using the U:fon network at the end of the year.
Regulation
Several changes occurred in 2010 in the regulatory environment which governs the field of electronic communications in the Czech Republic. The most material changes included the following:
1) changes in the legislation;
2) changes in the areas of markets analysis and product regulation;
3) changes in the Universal Service provision and in the government’s policy and support of broadband internet access.
Below we bring an overview of the most important changes in the legislation which governs the area of electronic communications:
— Enactment of the Act No. 132/2010 Coll., on audio-visual media services on demand and on the amendment to some other laws (Act on Audio-visual Media Services On-demand);
— Enactment of the Act No. 153/2010 Coll., amending the Act No. 127/2005 Coll., on electronic communications and on the amendment to some related laws (Electronic Communications Act), as amended, and some other laws;
— Promulgation of the Regulation No. 318/2010 Coll., laying down the form of traffic and location data records and the method of its provision to the Czech Telecommunication Office;
— promulgation of the Regulation No. 360/2010 Coll., laying down the format for electronic form of “the proposal for the decision of the dispute on obligation to payments” and technical requirements for its usage;
— Commencement of the implementation of the revised regulatory framework for electronic communications networks in the Czech law:
I. Directive 2009/136/EC of the European Parliament and of the Council amending Directive 2002/22/EC on universal service and users’ rights relating to electronic communications networks and services;
II. Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector and Regulation (EC) No 2006/2004 on cooperation between national authorities responsible for the enforcement of consumer protection laws;
III. Directive 2009/140/EC of the European Parliament and of the Council amending Directives 2002/21/EC on a common regulatory framework for electronic communications networks and services;
IV. Directive 2002/19/EC on access to, and interconnection of, electronic communications networks and associated facilities, and 2002/20/EC on the authorisation of electronic communications networks and services;
V. Directive 2002/20/EC on the authorisation of electronic communications networks and services;
— Regulation (EC) No 1211/2009 of the European Parliament and of the Councilestablishing the Body of European Regulators for Electronic Communications (BEREC) and the Office.
Telefónica O2 was involved in the preparation of the above legislation by providing consultation either directly or on the platform of industry associations of telecommunications operators or through its parent company Telefónica.
The passing of the new Payment Services Act also directly concerned the Company. The provision of these services – previously known as “third party services”, of Telefónica O2, which allowed the customers to order and buy goods and services of third parties, was concerned primarily by the following laws:
Act No. 284/2009 Coll., on the Payment System, which incorporates in particular the European Parliament and Council Directive 2007/64/EC on payment services in the internal market, European Parliament and Council Directive 2005/60/EC on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing, to be amended by the European Parliament and Council Directive 2009/110/EC on the taking up, pursuit and prudential supervision of the business of electronic money institutions,
Act No. 285/2008 Coll., on selected measures against the legalisation of the proceeds from crime and terrorist financing.
The Company also contributed to the preparation of the above legislative amendments through its involvement in the process of expert or public consultations, either directly – through industry associations of telecommunications operators, or through the parent company.
Relevant markets analysis and product regulation
Telefónica O2 continued to meet its duties with which it was tasked based on the relevant markets analysis undertaken by the Czech Telecommunication Office (hereinafter CTO) in previous periods.
In April 2010, the CTO published new regulated wholesale mobile termination rates. The price per one minute of call went down to CZK 1.96 with effect from 1 January 2010, and further down to CZK 1.66 with effect from 1 July 2010. Based on the same CTO decision, the maximum regulated wholesale mobile termination rates will continue to go down also in 2011: from 1 January 2011 to CZK 1.37 and from 1 July 2011 to CZK 1.08.
In February 2010, the CTO published the analysis of market no. 1 – access to the public telephone network in a fixed point, and subsequently decided on the determination of an undertaking with a significant market power and on the imposition of remedies.
In May 2010, the CTO published the analysis of the wholesale physical access to infrastructure in a fixed point, and subsequently decided on the determination of an undertaking with a significant market power on the imposition of remedies and price regulation.
In December 2010, the CTO published the relevant market analysis for market no. 6 – wholesale terminating segments of leased lines irrespective of the technology used for the provision of leased or reserved capacity.
The CTO promulgated decisions for relevant markets no. 2, 3 and 7, identifying an undertaking with a significant market power and imposing remedies and price regulation.
The CTO proceeded with the consultation on the regulation strategy in the area of Next Generation Access (NGA), and on 27 September 2010 it published a document ‘Proposals for Regulation of Next Generation Optical Access Networks according to Individual Network Construction Scenarios’. This paper is based on a document published by the European Commission ‘Recommendation on regulated access to Next Generation Access Networks [C(2010)6223]’ on 20 September 2010.
Regulation of international roaming
Retail prices of incoming calls went down to EUR 0.5 per minute with effect from 1 July 2010; the prices of outgoing calls were down to EUR 0.39 per minute. The prices in Czech crowns were set based on the applicable exchange rate.
In March 2010, Telefónica O2 introduced a safeguard mechanism for data services provided to end customers. Customers are automatically protected against too high bills for data roaming services over EUR 50 per month.
Imposition of duties related to the provision of the Universal Service
Telefónica O2 provided the following services during 2010 as part of meeting its duties imposed by the CTO in relation to the Universal Service provision:
(a) the public payphone service;
(b) access to the public telephone service, of the same quality as for other end users, for people with disabilities, namely by means of special terminal equipment;
(c) special price plans for persons with disabilities, which are different from the regular price plans provided under the standard commercial terms and conditions.
As to the services under (a), a CTO decision from 2009 led to a significant reduction in the number of public payphones operated as part of the Universal Service in 2010.
Universal Service
The CTO published its final decision determining the amount of loss incurred as a result of Universal Service provision in 2007 and 2008.
Telefónica O2 submitted a request for reimbursement of loss incurred as a result of Universal Service provision in 2009. The CTO commenced a process of verification of the claim against the document supplied.
The CTO published a final decision determining the amount of loss from the provision special price plans for people with physical or health-related disabilities in 2009.
State policy and support in the area of broadband internet
The Ministry of Industry and Trade of the Czech Republic completed a policy paper titled ‘Digitální Česko’ (Czech Republic Goes Digital), which was put for public consultation in December 2010. The policy paper deals with the development of ICT, with an emphasis on levelling out the disparities in broadband internet availability between urban and rural areas. The policy paper also includes a plan for the development of optical and wireless access networks in the Czech Republic.
EU structural funding continued to be available for projects to implement ICT in public and private sector organisations.
Telefónica O2, as a member of industry associations (Association for Information Technologies and Telecommunications, Association of Mobile Network Operators and the Czech Telecommunications Association), sent its comments on the draft of Digitální Česko policy paper. The Company is constantly monitoring options offered to customers by structural funds, and modifies its products and services so that they are eligible for subsidies. A special attention was paid to Call 8 under the Integrated Operational Programme for the development of eGovernment services in the regions.
In 2010, Telefónica O2 continued to expand and modernize its network infrastructure, which consists of the largest fixed line and mobile telecommunication network in the Czech Republic.
As far as mobile networks are concerned, investments were directed mainly at an extensive expansion of the Company’s 3G network based on the UMTS/HSPA technologies, increasing data transmission speeds, upgrading the GSM network technology and at providing for sufficient capacities now when the traffic is growing.
Compared to the situation in early 2010, when the 3G network covered only main regional cities, the network has been significantly expanded to other locations throughout the year. The number of UMTS/HSPA base stations at the end of 2010 stood at 1,835, compared to 1,364 at the end of 2009. The coverage of the population with the 3G signal increased from 26.6% at the end of 2009 to 42.5% at the end of 2010. The year 2010 also saw the completion of a massive upgrade of the 2nd generation mobile network which had been commenced in the previous year; this effectively increased the coverage of the EDGE technology, which allows for faster data transmission in network, to 97% of the territory and 98% of the population of the Czech Republic. Thanks to this, combined with the CDMA network, which covers 90.4% of the population, Telefónica O2 had, at the end of 2010, the best mobile data infrastructure in the Czech Republic.
Data traffic in mobile networks increased dynamically in 2010. In peak hours, it reached on average more than double that of 2009. Investments in network transmission capacities followed suit. Further increases in the volume of voice traffic and additional demand from new developments (residential, commercial and industrial) have led to 65 new base stations and 147 smaller transmitters, namely to improve coverage in buildings, being installed in the GSM network in 2010. At the end of 2010, the total number of GSM transmitters reached 4,995, and the coverage of the population stood at 99.6%.
In the fixed line area, a significant share of investments went into broadband and IPTV projects. To satisfy the demand from customers, Telefónica O2 expanded the capacity of access pints and strengthened the capacities of transmission lines in the IP/MPLS backbone network. The number of ADSL access points reached 2,415 at the end of 2010, compared to 2,402 in 2009. In 2010, 162 IP DSLAMs were put into operation, and O2 TV was available in 2,265 locations. The total installed capacity of ports went up to 1,050,700, which is a year-on-year increase of 7.6%. The share of O2 TV-enabled access ports installed in IP DSLAM equipment stood at 62% at the end of 2010, compared to 56% at the end of 2009. A total of 840,400 were occupied at the end of 2010 (up 11% on the previous year).
Telefónica O2 continued to roll out its access network, namely to satisfy the demand from customers in new residential, commercial and industrial developments. The access network consisted of metallic cables spanning the whole territory of the Czech Republic, supplemented with optical cables and radio relay systems. At the end of 2010, the total length of metallic cable was 305.1 thousand km (up 1.7 thousand km year on year). The optical network capacity continued to increase with the growing volume of traffic generated by broadband customers, connectivity orders from corporate customers and, in selected cases, the need to connect new residential developments. The total length of optical cable, including those laid in conduit systems, reached 31,529 km at the end of 2010, compared to 31,204 km in 2009. The total length of optical cable reached 998,691 km (a year-on-year increase by 22,889 km).
The Company also added to the capacity of two existing international telephone exchanges by building a new soft switch telephone exchange. The capacity of subscriber interfaces of HOST exchanges and Remote Subscriber Units (RSU) was optimised accordingly. At the end of 2010, the fixed line network comprised, in addition to the international exchanges, also six transit exchanges and 138 HOST exchanges. The network of RSUs was optimised by reducing their number by 10, down to 2,374.
Voice over IP services enjoyed a dynamic growth in 2010. During the year, the number of end users of the Company’s IP Centrex service doubled and reached almost 40 thousand.
The GSM network operated by Telefónica O2 Slovakia consisted of 964 base stations at the end of 2010. Network-related investments in Slovakia focused mainly on the building of own transmission capacities.
As mentioned earlier in the Annual Report, in the course of 2010 Telefónica O2 increased the share of network operation and maintenance activities contracted out to external parties, which achieved a significant saving of operating costs and their greater variability.
In the area of mobile voice services, in 2010 Telefónica O2 continued to build a strong awareness of the simplicity of its O2 NEON tariffs. At the same time, as part of the project to simplify its product portfolio, the Company actively supported the migration of customers from older tariffs to O2 NEON. Customers would benefit from more freedom that O2 NEON tariffs offer and could take full advantage of fixed broadband internet access in the form of discounts on other services, calls to a selected number and many others.
In March 2010, Telefónica O2 came out with a special proposition to new users of O2 NEON tariffs: customers (registered small business owners or entrepreneurs) who activated a new number with O2 NEON L, L+, XL or XXL during the period from 1 to 14 March 2010 were eligible for a 30% discount for the whole duration of the contract (2 or 3 years, depending).
From 1 June, Telefónica O2 started offering an add-on service O2 Navzájem, which came with unlimited calls within a group of up to seven friends, any time of day, for a flat fee. The service was offered to contract customers and the users of the O2 pre-paid card. Each person in the group paid the same monthly fee and the service offered more value for money as the number of ‘friends’ increased. The unlimited communication with selected contacts makes the service an ideal complement to O2 NEON tariffs.
New customers of the mobile pre-paid service from Telefónica O2 could enjoy a unique offer between 1 April and 30 June 2010. Users of O2 NA!PIŠTE and O2 NA!HLAS could sign up for a special promotion offering one minute of call for only CZK 1. Additional benefits that come with the pre-paid service also included a choice of four top-up packages: calling on weekend or in the evening for CZK 0.50 per minute, weekend SMS for CZK 0.50 or internet in a mobile device for CZK 20 per week. For every top up, pre-paid customers could claim one of the guaranteed rewards via www.odmenazadobiti.cz (‘reward for top-up’). At the end of 2010, Telefónica O2 went live with its innovated Reward for Top-up loyalty programme for the customers of pre-paid services. The goal of the innovation was to bring the programme even closer to the target group of customers by offering them a range of rewards, which depended on the number of months the customer actively used the number for.
O2 DA was Telefónica O2’s proposition to Russian- and Vietnamese-speaking customers. The tariff came with cheaper calls to sixteen countries: calls and SMS to Russia or Vietnam were, for instance, only CZK 5.50 per minute and CZK 2.60, respectively.
Having performed a detailed analysis of small business and entrepreneur customers’ needs for mobile voice communication, from April 2010 Telefónica O2 expanded its offer of mobile tariffs designed for this important customer segment with the addition of the new O2 Podnikání tariffs which were the first in the Czech market to offer unlimited calls within business hours included in the monthly fee. This benefit did not come with any time limitation and could be enjoyed as long as the tariff was subscribed. The new O2 Podnikání tariffs came in four options: O2 Podnikání M, O2 Podnikání L, O2 Podnikání XL and O2 Podnikání XXL. The highest tariff offered, within the monthly subscription fee, unlimited calls between 9 am and 5 pm anywhere, without network restrictions. In the case of the other tariffs, the unlimited calls were tied to the same hours as above, and to more than 7 million numbers in the O2 network, including all fixed lines in the Czech Republic. Thanks to O2 Podnikání, customers no longer have to monitor their usage and costs and dedicate their time in full to their business.
From May, Telefónica O2 began to market O2 Business, innovated tariffs for SMEs. The new O2 Business Unlimited was offered as a truly unlimited option, giving its users unlimited calls, data and SMS to all networks in the Czech Republic for the new price of CZK 2,900 (exclusive of VAT). The other O2 Business also offered a lot of value – more free minutes, lower per-minute rates and lower monthly fees. To complement O2 Business, customers could choose one of the O2 Podnikatel add-on tariffs offering value on-net calls.
In the fixed line area, traffic continued to be gradually carried over from traditional fixed lines to Voice-over-IP (VoIP). Naturally, in 2010 Telefónica O2 focused on further development of this technology and introduced O2 Unlimited Line and O2 Virtual Exchange, two services offering a reasonably priced virtual PABX exchange included in the monthly fee. Telefónica O2 marketed its VoIP services as an additional option with its data services of guaranteed quality. The number of VoIP customers more than doubled during the course of 2010.
Customers in the lower segments, which do not require a virtual exchange functionality and use asymmetric internet access via ADSL, were the target group for Telefónica O2’s new IP service (IP telefonní přípojka). For a monthly fee of CZK 230 exclusive of VAT, the customer had a guaranteed telephone service over ADSL, with unlimited calls to all fixed line networks in the Czech Republic and a rental of a high-quality VoIP telephone set. The service was open only to business customers.
On its quest to continuously develop and improve its VoIP service, Telefónica O2 introduced a guaranteed fax service (Faxová přípojka) for the customers of O2 Unlimited Line, O2 Virtual Exchange and the IP telephony service.
In December 2010, Telefónica O2 expanded its offer of calling from home options. All fixed access customers were offered calls to all mobile networks with prices starting already at CZK 2 per minute if they subscribed to O2 Calling Mobile 60 or O2 Calling Mobile 120. Telefónica O2 at the same time expanded its offer of international calling packages; customers could call 47 international destinations for prices starting at only CZK 2 per minute.
From February, deaf or hearing-impaired customers could use the free assistance service O2 Deaf Call. Telefónica O2 operated a 24/7 line where specially trained operators helped people with a complete or partial loss of hearing communicate with hearing persons. The service could previously be used via a text telephone or fax, and now communication via e-mail and SMS were introduced. The service works on a simple principle: the operator receives instructions from the non-hearing customer via e-mail, fax or SMS and conveys the message to the hearing recipient. Likewise, the operator can interpret information to the deaf or hearing impaired recipient, in which case the message is transcribed and despatched using the preferred means.
From 1 November 2010, Telefónica O2 has been offering O2 Emergency Care, a service which is a valuable addition to the portfolio of Telecare and eHealth services. Telefónica O2 was the first – and is as yet the only mobile operator in the Czech Republic – to offer a mobile emergency care service. The aim of O2 Emergency Care is to reduce the health and social risks for senior citizens or people with disabilities, allowing them to lead a quality life in their own social environment. The mobility of the solution is a particular benefit over the fixed-line based services on the market. Users of the service can call for help in emergencies not only from their home but from anywhere.
During the course of the year, Telefónica O2 continued to market its broadband proposition branded as O2 Internet. Customers activating the home variant O2 Internet Home got the service for CZK 600 per month for a period of one year – without a commitment and fixed access charges. New and existing customers also qualified for additional discounts if they combined their internet service with other services. From the middle of 2010, the Company focused on promoting its higher tariff with the speed of up to 16 MB/s for CZK 400 per month. A good balance of speed, price and reliability continued to be the primary attraction for getting ADSL from Telefónica O2.
During the course of 2010, Telefónica O2 strengthened its leadership in the mobile data market. Together with the expansion of its mobile broadband network, the Company launched the Smart Network campaign which spearheaded the offer of new services in the area of mobile internet and internet in a mobile device.
From 8 June, Telefónica O2 had a new post-paid mobile internet tariffs. Customers could choose from O2 Mobile Internet Standard for CZK 500 inclusive of VAT with FUP data limit of 2 GB, O2 Mobile Internet Pro for CZK 750 inclusive of VAT with FUP data limit of 10 GB, O2 Mobile Internet Unlimited for CZK 1,000 inclusive of VAT and no data limit. O2 Mobile Internet Start for CZK 300 inclusive of VAT with a monthly data limit (FUP) of 500 MB, which gave a good balance between the price and downloadable data, found its customers mainly among occasional users of mobile internet. The Company also introduced mirror range of mobile internet services in the form of add-ons to the fixed O2 Internet, and improved the proposition even further by offering a satisfaction guarantee – the service could be ‘returned’ without a sanction within two months of purchase.
Telefónica O2 was the only operator in the market to introduce, from 1 June, a concept of pre-paid mobile internet branded as O2 Pre-paid Mobile Internet, accompanied by a range of daily packages. The service gave customers unlimited access to the internet, without the need to commit to a contract and regular payments; it came in four options, tiered by price. The daily packages consisted of 24 hour blocks which could be used up anytime within two months from the activation. The user could go online and offline as often as they liked within one block, which was capped at 500 MB of data (FUP). The pricing structure was as follows: 1 day – CZK 50; 5 x 1 day – CZK 200; 10 x 1 day – CZK 350; 30 x 1 day – CZK 900. Customers could subscribe to pre-paid mobile internet in two ways - with the O2 Mobile Internet set or the O2 Mobile Internet card. The set consisted of a pre-paid SIM card with five weeks of free internet access and a Huawei E1750 USB modem, and it was priced at CZK 995. The O2 Mobile Internet card could be purchased separately for CZK 95; it came pre-loaded with a credit of CZK 50, which gave the customer one day of free access. Customers appreciated that they paid only for those days when they actually went online. The product was designed namely for customers who need mobile internet access only occasionally.
In June, Telefónica O2 expanded its portfolio of internet access via a mobile device for pre-paid customers. Smartphone owners wanting blithely access to the internet via their mobile device could subscribe to the new O2 Internet on Your Mobile Plus, which was priced at CZK 75 per week inclusive of VAT. The monthly data limit (FUP) was set at 500 MB.
SME customers could get, if they subscribed to selected mobile data tariffs, a Samsung N 150 netbook for the subsidised price of CZK 1,495, or the professional notebook HP 4520s for CZK 6,495, both with an integrated 3G modem, hence giving the customer access to the fastest mobile data network without the need to have any additional equipment.
Starting from June, the Company’s customers were given the opportunity to use the BlackBerry Expres service without the initial acquisition cost of BlackBerry Enterprise server. A new tariff BlackBerry Modem also let customers use their BlackBerry devices as a modem for wireless internet access from a personal computer.
On 30 November 2010 Telefónica O2 started offering data tariffs for the iPad with WiFi and 3G capability. All the data tariffs came without a contract and commitment – they could be simply activated and deactivated as needed. The WiFi hotspots of Telefónica O2 in the Czech Republic were opened to customers free of charge.
As to internet connectivity and data services for the corporate segment, in 2010 Telefónica O2 focused namely on increasing its head start on the other providers, and on adding more value to these services for the customer to benefit from. In January 2010, the Company introduced a new concept of internet connectivity for corporate customers. The support of the PAM32 SDL protocol made it possible to offer symmetric access of up to 20 MB/s over the wide-reaching metallic cable network. The service O2 Internet Business also came with an unprecedented scope of value added services – from connection reliability guarantee, VoIP, anti-virus shield and user defined filters of internet communication to a mobile back-up. O2 Internet Business represented a solid foundation upon which the customer could build a reliable communication solution addressing the needs of their businesses and offering voice and data – safely. The introduction of the service helped the Company increase its share of the corporate internet access market.
In the area of fixed data services, at the beginning of the year the Company performed a thorough analysis of this segment, which included, among other things, individual interviews with customers. This exercise resulted in a proposal of modifications with the view to make the service a tight fit with the profiles of individual customers and their needs. The interviews focused namely on the technology, access capacities (speeds), optimal configuration of the service availability guarantee and the offer of add-on services. The retail giant Kaufland with almost one hundred outlets was one of the major new acquisitions in the second half of the year.
In April, Telefónica O2 started offering a new service branded as O2 Clean Internet, which gave a professional level of protection against malicious code to any computer network which was connected to the internet through the infrastructure of Telefónica O2. The service O2 Clean Internet could be installed on most types of internet connection offered by the Company (symmetric/asymmetric xDSL lines, IOL Ethernet, VPN Expres, etc.). The professional solution considerably reduced the occurrence of malicious code (malware, spyware) and viruses in local networks and at the same time gave the users all the necessary tools to monitor and manage the security of the online interface and filter out unwanted internet traffic. The solution did not require any modifications on the part of the customer’s infrastructure as the whole service was operated from the O2 data centre and did not pose any capacity demands on the customer’s network. The price was CZK 500 per internet connection.
Customers of O2 TV could enjoy two innovations from Telefónica O2 introduced on 1 October 2010. All users of the virtual Video on Demand home movie rental function could watch all films in the New Releases section at a discount of CZK 25, and films for children at a discount of 25%. Ten new channels were added to the programme offer of O2 TV, making the total of 81 digital channels. The channels were activated automatically and free of charge, depending on the customers’ choice of package.
On 15 October, Telefónica O2 presented its innovated O2 TV concept. From that date onwards, all customers could pick and mix channels as per their preference and needs to make the basic package which is now called O2 TV Flexi. This package containing automatically 20 channels of choice could be supplemented with two add-on theme packages with up to 19 additional channels for the price starting from CZK 400 (if fixed internet access is subscribed simultaneously), or from 550 (concurrently with fixed voice) or CZK 650 (standalone price). Naturally, any number of add-on theme packages from the ‘menu’ could be on top of the basic O2 TV Flexi. The more packages were subscribed, the bigger the savings. Every second package cost CZK 50 less; the maximum discount was CZK 150. If the channel selection no longer suited the customer, they could re-configure it every 30 days free of charge.
Machine-to-Machine (M2M) communication was among the most dynamically growing business areas in 2010. During the second quarter of the year, Telefónica O2 started offering IP Connect M2M, a service supporting the communication between metering equipment and other technology with customer networks. It is a service relying on a low-capacity fixed data connection with a high degree of availability, especially when combined with mobile back-up. The transmission capacity requirement of this service is on the same par with ATM machines, metering and surveillance equipment. The Company developed its M2M proposition further by offering remote access to fixed networks. Telefónica O2 also came out with a special mobile tariff O2 Machine to meet the demand from customers for a capped cost of data transmission within mobile M2M solutions. It was the first service offering a comprehensive M2M solution and other standardised add-on services, including remote equipment control, self-activation of services or a complete range of Software as a Service applications. O2 Car Control was the first M2M service which spanned the whole value chain and naturally it was met with an enthusiastic market reception.
The portfolio of O2 Car Control services was expanded in the first quarter of the year. The new service, Personal Control, makes it possible to monitor employees working in the field for their greater safety and also to optimise the effectiveness and quality of their work. Leaflet distribution, working in hazardous or difficult conditions or community work were the typical areas in which the service was put to good use.
In 2010, Telefónica O2 innovated its successful concept of consumer services which had been launched in May 2009. It is based on fixed broadband ADSL access (O2 Internet, Internet Home). These tariffs let the customer choose freely and flexibly from a diverse portfolio of fixed and mobile services, and benefit for example from a combination of fixed broadband with O2 Mobile Internet, O2 TV digital television, O2 Calling or the mobile tariffs O2 NEON. Greater efficiency and the focus on the customers’ needs were the mark of Telefónica O2’s convergent market offer. During the course of the year, the combined services were gradually gaining popularity among the customers of Telefónica O2. The convergent concept also allowed for effective routing and managing data traffic from customers, which delivered additional efficiencies in the utilisation of fixed and mobile data networks.
From September 2010, corporate customers of Telefónica O2 were invited to take full advantage of what a truly convergent operator could offer. O2 Team Combi, a solution for company mobile communication, gave customers the ultimate availability through the redirection of fixed line calls to a mobile number or the other way round, and made it possible to implement corporate communication rules (call bans and restrictions, company numbering plans, tagging of private calls, etc.). O2 Team Combi could be installed with every voice service; prices started from CZK 1 per month.
Starting from the third quarter of the year, Telefónica O2 offered a mobile back-up solution to its fixed service, internet access and data VIP service customers; the new service ran on all mobile networks (UMTS, EDGE, CDMA, GPRS), and together with the widest fixed data network coverage, a number of technologies to choose from and the added benefit of the mobile network, Telefónica O2 offered to its corporate customers an unprecedented guarantee of quality of data communication, with higher availability and guaranteed access even when the network was experiencing problems. The offer of convergent services included also a fully mobile access to the corporate fixed data network, which has the benefit of integrating highly mobile, temporary sites or locations that are outside the reach of the fixed line network into the customer’s ICT systems.
Telefónica O2 has been providing payment services to its customers in keeping with the Act No. 284/2009 Coll., on the payment system, already from 1 November 2009. The services allow customers raise a payment order and use their mobile device or fixed line to pay for goods or services provided by third parties. The customer has a choice of several methods of payments; the most widely used method is via Premium SMS, which, in 2010, was opted for on average by 521 thousand customers per month. The so-called Audiotex (Premium-rate Telephone Number) service was the second most popular payment method, with an average monthly payment per customer of CZK 754, up 19.9% year on year. The total of funds used to pay for goods and services, via the two aforementioned methods of payment, reached CZK 722 million in the Czech market in 2010. Customers could also opt for Datarif (a dial-up data transfer).
In autumn 2010, Telefónica O2, in collaboration with other mobile operators, members of the Association of Mobile Network Operators, launched a new campaign in the Czech market – ‘Plať mobilem’ (www.platmobilem.cz, ‘Pay with Your Mobile’). Its role is to promote mobile transactions in the amount between CZK 20 and CZK 1,500 that can be made using a mobile data capable mobile telephone. The service, O2 Payment, has been in Telefónica O2’s portfolio since October 2010.
In October 2010, Telefónica O2, together with several Czech banks (Česká spořitelna, a.s., GE Money Bank, a.s., Raiffeisenbank, a.s., UniCredit Bank Czech Republic, a.s.), mobile operator Vodafone Czech Republic, a.s., and A-communications (Malta) Limited, started MOPET CZ, a.s., a company incorporated in the Commercial Register on 3 November 2010. The company’s business is to launch a new mobile payment method in the Czech market, to provide an alternative to cash payments for goods and services.
As in the other segments of its business, also in ICT and business and government solutions, Telefónica O2 began to see the first signs of recovery in the economy. Furthermore, after the parliamentary elections in the Czech Republic, the new cabinet commissioned a review of cost-effectiveness in the public sector, with the aim to close the state budget deficit by way of reducing government spending. This resulted in a lower number of ICT projects in which the Company participated. Despite challenges of the economic situation, Telefónica O2 confirmed its position as a reliable and efficient partner to the government’s needs for telecommunications and comprehensive ICT solutions.
The Company successfully forged ahead with its systems integration project at the Ministry of Agriculture, participated in projects for supporting ICT operations at the State Agricultural and Intervention Fund, Ministry of Transport and the Office of the Government Representation in Property Affairs.
In 2009, Telefónica O2 engaged in partnership with the Czech Post to provide technology for the Data Box Information System (ISDS), the flagship project in the field of eGovernment. The data boxes are used as a data repository and to deliver official digital correspondence from the authorities and for making certain acts with regard to them. The volume of transactions carried by the system in the form of data messages in 2010 exceeded 27 million.
In line with its eHealth strategy, Telefónica O2 started a pilot operation of a new service O2 Emergency Care, which was implemented in partnership with the town district of Prague 10. The service is to benefit namely senior citizens who live with a constant risk to their life or health. After pressing a button on the handset, the user is automatically connected to a helpdesk staffed with operators who are qualified according to the relevant legislation in the area of social services.
The year 2010 also saw the live launch of Pilsen Card in a Handset, which is an equivalent to the plastic multifunctional smart card of the Pilsen Municipal Transport Company. The project relies on NFC (Near-Field-Communication), which allows for the integration of the Pilsen Card in selected mobile handsets. Telefónica O2 implemented this project in partnership with other external suppliers.
The year 2010 saw, in the area of network interconnection, a further wave of consolidation of the Czech telecommunications market. This trend was propelled also by the transfer of a significant portion of the activities of České Radiokomunikace to T-Mobile, which spurred the ADSL broadband internet market. T-Mobile used the metallic cables unbundled by Telefónica O2 to provide the service. On the other hand, another major service provider, VOLNÝ, a.s., commenced a retreat from the residential fixed broadband market.
In the area of fixed public electronic communication networks, particularly GTS Czech, T-Mobile, Dial Telecom and RIO Media pursued acquisitions which resulted in the strengthening of their respective market positions.
Mergers and acquisitions in the electronic communication markets raised the need for changes in the fixed network interconnection between Telefónica O2 and other licensed operators. No changes were implemented in the mobile network interconnection between Telefónica O2 and other mobile service providers.
At the end of 2010, the fixed network of Telefónica O2 was interconnected with sixteen networks operated by other licensed entities. Telefónica O2’s mobile network in the Czech Republic was interconnected with the networks of three other mobile operators and with twelve fixed public electronic communication networks.
The share of customers using the services of other operators relying on the Wholesale Line Rental (WRL) service from Telefónica O2 saw an increase in 2010. Carrier Selection/Carrier Pre-selection (CS/CPS), on the other hand, gradually lost importance as the number of subscribers stabilised and no major fluctuations in the numbers of activations occurred.
National wholesale services
The trend, which in the area of national wholesale was evident already in the previous year, eventually culminated in 2010. The unfavourable macroeconomic climate accelerated the already ongoing consolidation of the telecommunications market.
Despite the fact that the economic reality called for more stringent cost control and a number of economizing measures, mobile operators followed the strategy of Telefónica O2 and innovated their service portfolios and continued to roll out their 3G networks in an effort to satisfy the growing demand for mobile internet and internet in handset.
These market developments spurred the demand for Telefónica O2’s wholesale services, especially its backbone network capacity. In collaboration with T-Mobile, Telefónica O2 commenced the preparation for 3G network sharing, a project to save costs to both companies and accelerate the deployment of the network.
With a strong campaign of T-Mobile in the consumer fixed broadband market, Telefónica O2 recorded an increase of wholesale ADSL connections, whose number went up by 22,000 to the total 70,000.
The demand for Ethernet-based data services also continued to grow. The Company responded by increasing the coverage and innovating its product portfolio in favour of higher speeds. The interest in services with higher transmission capacities of 1Gbit/s and greater also increased.
International wholesale services
In the area of international data and internet services, Telefónica O2 responded to the growing demand for international transmission capacity by acquiring a sufficient capacity reserve. As in the previous year, also in 2010 the Company saw a rising demand for high capacity international leased lines (Lambda 2.5 and 10 Gbps), and the volume of sales increased accordingly. Likewise, international IP connectivity was up, as was the demand for Ethernet-based services.
In the area of international voice services, Telefónica O2 continued to strengthen its market position in Central and Eastern Europe. The Company forged ahead with interconnecting its networks directly with those of other European fixed and mobile operators in Europe and beyond, with a focus on Russia, Near and Middle East. The transit voice traffic recorded a 12% increase on 2009, and reached a record-breaking mark of close to 1.7 billion minutes.
Also in 2010, Telefónica O2 maintained a high quality of voice services. Vodafone Germany recognized the Company as the international operator with the best quality of service.
In the area of international services, the Company closely cooperated with the international operator TIWS (Telefónica International Wholesale Services), which is a part of the Telefónica Group.
Also in 2010, Corporate Social Responsibility and Sustainability continued to form an integral part of the corporate structure and strategy of Telefónica O2. During the whole course of 2010, the Company considered the impact of its activities on the external environment, strived to involve all stakeholders and satisfy all Company’s needs which have arisen from the developments in the marketplace. Telefónica O2, as the leading provider of telecommunications services in the Czech Republic, tried to leverage its market position of the benefit of the needy. Building of trust, win-win partnerships and a dialogue with all stakeholders were the pillars of the Company’s CSR policy. By joining all these pillars in its CSR policy, the Company tried to achieve maximum effectiveness, help and support.
Ernst & Young performed an audit across the Telefónica Group, which examined key CSR areas (environment, ethics, employee relations, customer relations, supplier relations and community relations). The audit conclusions were used in the planning of goals and action plans for the year ahead. CSR objectives were presented to the Company’s Board of Directors and Ethics and Corporate Social Responsibility Committee, which supervises the process of execution of CSR activities.
A group-wide survey focused on the perception of Telefónica O2 in the eyes of the public, the so-called RepTrak, was carried out on an ongoing basis during the whole year. The survey helped to define CSR priorities and manage the Company’s reputation.
Corporate culture and reputation are among the priorities of the Telefónica Group, and in 2010, too, Telefónica O2 paid a lot of attention to the development of an ethical environment and of its good reputation in this area. An online course on Business Principles, which was opened for the whole year, formed a part of the employee’s curriculum; as at 31 December 2010, 89% of all employees, including a number of third-party personnel, have completed the course.
Employees have the duty to report unethical conduct which they may come across; the Company guarantees anonymity for the whistleblower. Telefónica O2 prepared an awareness raising campaign to promote available confidential help tools. Employees can report unethical conduct in several ways: they can choose between an online application, e-mail, letter, or make their report by calling (alternately, outside working hours, leaving a voice message) or a personal filing with the Corporate Governance Office. Employees have also the option to approach consultants, professionals from Human Resources, Security and Legal Affairs. The reports are investigated by Security or Internal Audit. There are also instruments of higher instance available: escalation of the report to the Business Principles Office of the parent Telefónica, or the instruments available at the European division of the group, Telefónica Europe. Reporting suspected irregularities in accounting, internal control systems and accounting audit of the Company or the Group is made through a dedicated whistle-blowing channel leading directly to the parent Telefónica. Activities in the area of ethical conduct and business principles enjoy a full support from the governing bodies and the executive management; they are supervised by the Ethics and Corporate Social Responsibility Committee and, through this body, by the Supervisory Board. The effectiveness of the whistle-blowing instruments (and of the subsequent investigations) is regularly monitored by the Ethics and Corporate Social Responsibility Committee. The Internal Audit unit of Telefónica O2 regularly audits the compliance with the Business Principles.
The Business Principles are a fundamental policy of the Company, which is a part of the Work Rules and employees are required to comply. The brochure Business Principles is given to every new employee upon their commencement of employment and it can also be downloaded from the Company’s intranet and website.
The Business Principles assert that Telefónica O2 is a company that is equally open, trustworthy and transparent towards its people and the customers. A natural move for the Company was therefore to join the Coalition for Transparent Business; by joining, Telefónica O2 publicly espoused its ethical values. In 2010, the Company was one of more than twenty founding members of the Coalition for Transparent business. By the end of 2010, the Coalition had more than thirty members from the ranks of Czech and multinational companies from all sectors. The Coalition will continue its close cooperation with the Platform for Transparent Public Procurement, which is an association of political parties, industry associations and public institutions, and is involved in the drafting of the amendment to the Public Procurement Act. This is yet another way in which Telefónica O2 wants to make a contribution, alongside other major businesses and institutions, towards the development of an environment built on ethical principles in the Czech Republic.
Customer Experience
In 2010, Customer Experience became the key pillar of the Bravo! Programme. In Telefónica O2, customer experience translates into four customer promises:
1. People make the difference – we want our customers to know that we try our best to address their needs.
2. The best online experience – we give our customers a comprehensive, affordable and serious offer of internet at home, on the road, at work and in the mobile phone.
3. Being an O2 customer always pays off – all our offers deliver real value.
4. We build on trust – we offer a reliable service and the experience that O2 delivers on its promises and gives the customer the care he truly deserves.
In 2010, the above became a yardstick by which new and existing products and services were measured; existing products and services were modified to reflect our philosophy. Its execution, and the overall quality of customer experience, was monitored by the Company using a number of regular or one-off surveys. The main one, Customer Satisfaction Index (CSI), showed a positive trend in all segments.
The consumer segment showed a marked improvement in the quality of customer care at call centres. The priority was to ensure a high availability of the call centre and that the customer’s request is adequately resolved at the first call. Customers who could not reach the call centre during the time when the call centre was handling an increased volume of traffic could opt for a call-back. To improve the quality of care for small business customers, Telefónica O2 implemented the so-called ‘virtual agent’, to accelerate targeted referral to qualified operators. During the year, SOHO and medium business segments were merged, and the corresponding service model was modified, which occurred without any negative impact on customer experience. The medium business segment enjoyed an innovation of the so-called ‘business partners’, personal account managers giving medium businesses individual care.
The Company also focused on reducing the wait times in its brand stores. The installation of Queue Management Systems and the scaling of capacities to the traffic and other operating considerations delivered a reduction in the number of people leaving without service. At the beginning of the year, a system to measure feedback from customers served by our retail network was implemented, and the results were used to improve the quality of care and the effectiveness of customer care, and to eliminate the causes of dissatisfaction of customer, which related, for example, to the accuracy of order taking. The Company also introduced a concept of the so-called ‘in-store SME specialists’ who gave this customer segment specialised care.
With regard to fixed service delivery and repair, the Company focused on keeping the promised installation dates and on active communication with the customer during the process of handling of the request. Telefónica O2 implemented a new process of fixed service delivery, which included a specialised back office team which took over the responsibility for the end-to-end handling of the request, while the sales channels now focus mainly on the taking of the order. Telefónica O2 also implemented a new simplified claims handling process at the front office level. At the same time, the year 2010 saw the elimination of some of the causes of frequent complaints, which produced a reduction in the number of unwanted calls to the call centre and a drop of approximately 30% in the number of claims. In the area of online services, the Company debuted its new website www.o2.cz and held an active presence in social networks (Facebook, Twitter).
In the corporate segment, the Company phased out its IVR system and the live operators were able to answer more than 95% of calls within 15 seconds.
The lead time of service delivery, especially of mobile services, was shortened to ‘next-day delivery’ based on the feedback from corporate customers.
The POTR project, a part of the BRAVO programme, reviewed the causes of the frequent errors in invoices. The result was a change in the work procedures, modifications of systems, reduction of claim handling lead times, implementation of quality assurance processes and more information for the customer. At the same time, the product portfolio was simplified and many customers were migrated from old tariffs to the new ones.
The satisfaction of corporate customers has been rising steadily every month since the beginning of the year; the biggest improvement could be seen in claims handling and service delivery. The customers were also much more satisfied with the quality of commercial relations and the quality of contact with the call centre.
Products and services for people with special needs
In 2010, Telefónica O2 focused on helping and supporting people with special needs, especially senior citizens and people with disabilities, by making their communication easier.
The Company launched Aligator, a new version of special handset for senior citizens. Aligator is exceedingly simple to operate, especially for senior citizens and people with disabilities who find it challenging to operate regular mobile devices. The handset had side buttons to facilitate access to the main functions of the telephone, and the control keys were robust, big, and the display of a considerable size is well lit for better recognition of characters and digits. The price, too, was lower compared to the predecessor product.
Telefónica O2 improved its offer and marketed this device to customers at a special promotional price. The pre-paid offer contained the handset Aligator A400 and a SIM card with a credit of CZK 100. Every such set also came with a gift – the brochure The Internet School for Senior Citizens. The post-paid option offered the handset for the symbolic price of CZK 1 together with the purchase of O2 Neon Senior tariff.
Deaf Call
Also in 2010, Telefónica O2 continued to operate Deaf Call, a service which lets deaf or partially-deaf customers really communicate in the case of emergency or in various life situations – when making a medical appointment, ordering a repairman or consulting directory services. The service helps people who are deaf or hard of hearing communicate with the hearing and the vice versa. Specially trained operators are available 24/7. The Company has been offering this service free of any charge from the beginning of 2010. During the course of the year, the operators handled 13,438 calls; fax, e-mail, ICQ, SMS and the fixed line were the most popular options for communication.
Discounts
In 2010, Telefónica O2 continued to provide a discount on O2 fixed line service to people with a dependency of the 1st degree – in spite of the fact that the Czech government no longer subsidises the discount. The Company also preserved the option for people with disabilities to rent a special telephone set.
INSPO 2010 conference and the competition Internet
and My Handicap
In 2010, Telefónica O2 was became the general partner of the 10th INSPO conference Internet and Information Systems for Persons with Special Needs, the only event of its kind in the Czech Republic. The Company’s representatives presented Deaf Call and Emergency Care services for people with disabilities and senior citizens, which they followed up with a demonstration. In addition to financial support to the conference, the Company also donated gifts for the speakers and the winners of the writing competition Internet and My Handicap, whose results were announced at the INSPO conference.
Floods in 2010 – emergency response
In the summer of 2010, Telefónica O2 responded to the emergency brought on by floods and, again, decided to provide relief to people stricken by the disaster. The Company prepared special programmes and services to help them address the situation: a free-of-charge issue of a new SIM card with the same telephone number; a discount of up to CZK 1,000 against the purchase of a new mobile handset or fixed line telephone set, ADSL or ISDN modem or a set-top box for O2 TV. Furthermore, customers could arrange for a postponement of the due date for their bills for contract mobile and fixed-line services, by up to a quarter of a year. The collection of receivables, which existed prior to the floods, was also suspended, and the numbers with restrictions on service due to non-payment were restored to full service.
Telefónica O2 also offered a 50% discount on mobile calls within the Czech Republic for the duration of two billing cycles. Pre-paid customers could claim an extra CZK 100 credit for a period of 6 months. Telefónica O2 at the same time organised an employee fundraiser to help the victims of floods, and match the total amount of employee donations with an equal amount from its own pocket. The O2 Foundation presented the total donation of CZK 1,423,706 to the People in Need Foundation, which is its longstanding partner in emergency relief operations in the event of natural disasters, etc.
We help to guide children through the world
of communication technology
As a provider of communications services, Telefónica O2 is committed to using all available means to help eliminate potential risks that come with modern technology. Protecting children and creating a safe environment for them in the world of information and communication technology has always been a key priority with regard to the Company’s customers. Several specific actions were taken in the area of child protection.
Telefónica O2 continued to observe its policy on the marketing to children, which summarises the principles respected in all the Company’s marketing activities and which had been adopted previously. In 2010, the Company also started blocking websites with child pornographic content. All websites that were made illegal in all EU countries were blocked in the O2 network.
Supporting campaigns to benefit children
In February 2010, the Company joined the celebrations of the International Safer Internet Day, together with the National Centre for Safer Internet, gave its support to the pan-European campaign, which focused on identity protection in online environments and which was called ‘Think B4 U Post’. Telefónica O2 was also member of an advisory committee of the Saferinternet project.
In June 2010, Telefónica O2 gave its support to an expert conference organised in the seat of the Senate of the Czech Parliament by the National Centre for Safer Internet. The conference focused on the issues of cybercrime prevention, especially with regard to children. The event was organised under the auspices of the 1st Vice-chair of the Senate PaedDr. Alena Gajdůšková, JUDr. Miroslav Antl, Vice-chair of the Constitutional Law Committee of the Senate and RNDr. Igor Němec, President of the Personal Data Protection Office.
In September 2010, the Company prepared and had printed, on recycled paper, a brochure to inform and warn parents ‘(Teach Your Children) Surf Safely’, which explained the risks of children surfing online and gave tips to parents how to effectively mitigate those risks. The brochure was distributed via the network of O2 brand stores and as a supplement to the employee bulletin O.pen; it was also available from the Safety Line.
In November 2010, Telefónica O2 gave its support to the International Safer Internet Conference, this time headlined ‘Safer Cyberspace: European Inspiration and Czech Experience’. Fourteen speakers (including a representative from Telefónica O2), of which five were international guests, spoke at the conference. The conference provided a common platform for the public sector and business to discuss the issues of computer security and online safety.
The end of 2010 saw already the 8th Cyberspace International Conference, which explored the effects of the internet on the society and which was organised by the Faculty of Law, Masaryk University, in collaboration with the Faculty of Social Studies of the same institution. Telefónica O2 was the general partner of the event.
It is the Company’s long-term strategy in the area of human resources to make O2 ‘a place which is a pleasure to work at’. In autumn 2010, a new ‘charter’ between the Company and its employees was agreed, which describes in detail what the Company plans to achieve in various areas and what should be the contribution of employees towards the goal. Some areas are already well underway, whereas others are scheduled for the next few years, as per the work plans.
Employee structure
Employees by division
Employee engagement
Reflect
The interest and motivation of employees to participate in the employee satisfaction survey stayed at 90%, as was the case in the previous year. The overall Reflect index stayed at the level of the year 2009. The management considered the outcome as good, especially with regard to the fact that many important changes occurred during the year. Several surveyed areas showed a positive trend, including the Top Management index, which however remains an area with the biggest room for improvement, especially in terms of effectiveness. My Manager, My Work and Atmosphere indices remain among the strong points of Telefónica O2.
Getting closer to the customer
In 2010, the Company introduced a new programme called ‘One Day with the Customer’, to give managers a direct experience of the customer, which should lead to a higher awareness of the needs of our customers. A total of 240 managers took part in the programme; each manager spent one day in a brand store, at a call centre or went on call together with a sales representative or engineer.
Improving internal cooperation
The Company wants its internal teams to engage in effective cooperation. Telefónica Team is a new tool for bolstering cooperation – a short structured questionnaire gives an opportunity to team leaders to improve their service to internal customers. This feedback channel was piloted in several divisions during 2010, and the roll-out to all units will continue in 2011.
Spirit of O2 Awards
As every year, also in 2010 Telefónica O2 recognised the best employees at its annual Spirit of O2 Awards. Employees could either nominate themselves or their colleagues whose accomplishments distinguished them from the rest and who helped keep Telefónica O2 at the forefront of the telecommunications market. A new category Employees’ Choice, was introduced in 2010; employees voted for the best one from their midst.
Global Bravo Awards
Telefónica’s global Bravo strategy introduced Bravo Awards, a model of non-financial reward for employees’ contribution towards the achievement of corporate goals.
Work-life balance programmes
Telefónica O2 realises that giving the employees an option to work from home is a win-win situation for all involved – the employees, the Company and its customers. Any employee, whose job character allowed for this option, could talk to their manager about working from home. The communication tools (fixed and mobile internet connection and a company mobile telephone) meant that not all activities had to be done from the office. The Company also allowed employees, conditional on the relevant manager’s consent, to work part-time. Parents of children of pre-school age could also use employee bonuses from the so-called cafeteria, which were redeemable against pre-school care.
Education and personal development
Orientation training for new employees
In 2010, all new employees attended Welcome Day, a one-day seminar at which they learned a lot of useful information for getting to know and finding their way within the Company.
Basic management skills
The course Management of People helped newly appointed managers to orientate in their role of supervisor or line manager. It gave an insight into the work of a manager and an opportunity to improve existing management skills. The five-day course, spread over two months, was attended by 84 participants in 2010.
Leadership
Also in 2010, the long-term programme Leading to Excellence continued to build leadership skills of middle and higher managers. The course participants (more than 500 in the four years of the programme’s existence) could opt to continue with an additional module, Feedback – the Pathway to Success, which was launched participating managers in 2010 and already had 24. Top managers had a choice of courses at Telefónica Corporate University.
Job Model
A new Job Model, which was the product of several years of intensive work, was implemented by Telefónica O2 in 2010. The Job Model introduced consistency and presented a solid platform for the base salaries in the Company – employees, depending on their job, were assigned to one of six groups and the corresponding salary class, which is tied with a particular rate of bonus, and may have other consequences for the remuneration. The content of the job, i.e. the work that the employee is expected to perform and their job-related responsibilities, is the principal factor for the classification.
Employee shares
In 2010, Telefónica O2 launched a scheme that offers a unique opportunity to invest in the Company’s shares and qualify for a bonus if the employees hold the shares for a specified period of time and meet other conditions of the scheme.
Employees may purchase the shares of Telefónica, S. A., every month throughout the year up to the annual limit of EUR 1,200. If the shares are held for a minimum of 12 more months starting from the end of the twelve-month acquisition period, the Company will match every share purchased with one share, subject to the rules of the scheme.
Motivation programmes and benefits
Despite the challenging economic reality in the marketplace, Telefónica O2 continued the tradition of offering its employees a wide choice of employee benefits – for example financial products, O2 products and services, benefits promoting health, education and the work-life balance of employees. Employees with reduced work capacity also received a voucher for restorative physiotherapy holiday in the value of CZK 10,000 per year.
Employer of the Year
The Company came fifth in the main category of the 2010 Employee of the Year Awards, and the achieved the highest placement of all IT/Telco companies.
Environmental policy
The commitment of Telefónica O2 to keep the footprint of its operations on the environment minimal in 2010 was anchored in the Company’s long-term strategy and Environmental Policy. The Environmental Policy focuses on the elimination, or at least the mitigation, of damage to or degradation of the environment – in its whole or in part and with regard to the Company’s sphere of activity; in doing so, the company uses the latest research. Telefónica O2’s fundamental principles of environmental protection were coordinated across the Telefónica Group and helped to deliver on both the group and local objectives and meet the statutory and other conditions.
Green Company
Telefónica O2 continually worked with its suppliers, gradually raising the bar they have to meet, in order to promote the ideas of environmental protection in its external environment. The Company continued to lead by example in 2010 - its Green Company programme involved employees in protecting the environment
Reducing our environmental footprint
The Company continued in its successful campaign to reduce its negative footprint on the environment. In providing for its operations, Telefónica O2 in 2010 consumed more than 2.5% less electricity, and 7% and 50% less natural gas and water, respectively compared to 2009. Also compared to 2009, the total volume of polluting emissions released into air from heat and power generating sources and from vehicles was also reduced; for instance the consumption of fuel was down more than 20% year on year. The Company also successfully managed its waste generation and again achieved a year-on-year reduction in the volume of generated waste.
The way the Company cares for the environment showed also in other areas – for instance, recycled materials and environmentally friendly materials continued being used for packaging.
Certification
The Company’s activities in the environmental area were regularly audited, both internally and with respect to suppliers. The standard of environmental protection is certified according to ISO 14001 international standard. Telefónica O2 was the only telecommunications operator in the Czech Republic to have this certificate.
Supporting sustainability events
Also in 2010, Telefónica O2 worked to promote principles of active care for the environment within the social area. One of the major campaigns in this respect was the social project Let Your Old Cell Phone Help, the proceeds of which went for the benefit of the Safety Line.
In 2010 Telefónica O2 became the general partner of Open Air Festival, a new all family multicultural project. The organizer Abaton Production and the sustainability partner Bioplaneta organised, together with the Company, the first year of the event. The all-encompassing environmental concept of the festival also meant that 90% of all waste was recycled after the event, and the waste was collected throughout the event, not after it ended as usual.
The festival was entered for the Greener Festival Awards and received the mark ‘Commended’ (2nd best). Telefónica O2 also received an award for Best Partnership of 2010 in the Top Corporate Philanthropist Awards organised by the Donors’ Forum in collaboration with Czech Top 100.
Community-oriented and philanthropic projects were deeply rooted in the Company’s CSR. Telefónica O2 strived to put its technology to use in helping to improve the quality of life. Already for the ninth year running, O2 Foundation was the key instrument in transparent and systemic corporate donorship.
In 2010, the Company took part in the 7th edition of TOP Corporate Philanthropist, awards given by the Donors’ Forum to businesses excelling in the field of CSR. Telefónica O2 ranked in the TOP 10 companies in the Czech Republic; in the quantitative category TOP 10 Corporate Philanthropist measured by the volume of philanthropic investment it stood in the sixth position. Philanthropic activities are measured using the LBG (London Benchmarking Group) Standard Responsible Company, which is a comprehensive and standardised system for the assessment of corporate philanthropy. The Personality of the Year sponsored by O2 was presented on the same occasion, already for the second year running. The award recognises individuals who had made an outstanding contribution to the development and promotion of Corporate Social Responsibility, for personal engagement in the non-profit or philanthropy sector in the Czech Republic.
The total value of donations, gifts and telecommunications services provided by Telefónica O2 to or for the benefit of community projects in 2010 exceeded the mark of CZK 33 million.
Regional grants and the O2 Foundation Award
In the 9th year of its regional grant programme, the O2 Foundation continued the tradition and distributed more than CZK 10 million among 54 NGO projects, from which more than 7 thousand children and young people benefited. The grants for amounts ranging from CZK 50,000-400,000 were awarded to projects in aid of socially and physically disadvantaged children and youth, their leisure activities, education and to projects aimed improving mobility and reducing barriers in communication. The 2010 O2 Foundation Award went to APLA (Association in Aid of People with Autism), specifically to its Prague, Central Bohemia, South Bohemia and South Moravia branches, for projects helping the development of children with autistic spectrum disorders.The O2 Foundation Award of CZK 1 million expresses a special recognition to a project that the Board of Trustees of the Foundation has found appealing for its effort to change the established social habits and open tabooed social topics.
Safety Line 116 111
Already for 16 consecutive years, the O2 Foundation was the general partner of this only national free and anonymous helpline for children in difficult life situations. In 2010, the O2 Foundation was also the general partner of the concert benefit for the Safety Line. Television viewers sent donor SMS, raising more than CZK 800,000. The benefit yielded over CZK 8.6 million with Telefónica O2 becoming the largest donor with CZK 4.65 million donated through the O2 Foundation.
Senior Line
The O2 Foundation continued in its support to Senior Line operated by Elpida Plus. Senior citizens could dial the number 800 200 007 and share their concerns and joys, consult on various issues – health, legislation, psychology and welfare. In 2010, the helpline answered more than 27,000 calls, of which more than 3,500 were of serious nature. The funding from the O2 Foundation helped to keep the service free of charge. The O2 Foundation, in partnership with Elpida, ran an outreach campaign Let’s Talk about the Elderly – Leave My Grandmother Alone to stimulate dialogue between generations and to draw the public attention to the frequent stereotyping of age in the society.
Stop Bullying!
The programme has been successfully ongoing in more than 60 schools, where teachers are systematically trained for several months to acquire skills that will come useful in recognizing and fighting bullying. The programme is funded from several sources; for the most part from European Social Fund. In 2010, the O2 Foundation focused mainly on awareness raising and cyberbullying was the main subject. In collaboration with Aisis, the main implementer of the programme, O2 Foundation executed a nationwide awareness raising campaign in all elementary schools in the Czech Republic. Teachers, parents and pupils received information about how to fight cyberbullying and what can be done against it.
O2 Duck Race
In 2010, O2 Foundation ran a fundraising project to benefit the Safety Line and the Senior Line, and to raise awareness of these two organisations among the Company’s customers. Anybody could come to an O2 brand store and buy a yellow duck for CZK 60 – Telefónica O2 did not take a cut of the proceeds and CZK 60 for every duck went to help the Safety Line and the Senior Line. The Safety Line and the Senior Line received CZK 548,448 and CZK 137,112, respectively.
Volunteer programmes for employees
Creating opportunities for employees to actively engage in activities for public good, including helping out with O2 Foundations projects, is an integral part of the Company’s own CSR, through which it aims to develop corporate volunteering.
In 2010, a record 3,048 employees, which is 54% more than in 2009, got involved in the projects of the O2 Foundation. As for employee volunteering, Telefónica O2 Czech Republic achieved the highest level of engagement among Telefónica Europe companies.
In 2010, employees also participated in successful fundraising campaign; a total of CZK 2,135,058 was raised from 2,371 employees. The most successful fundraiser was the one for the benefit of the victims of August 2010 floods in North Bohemia with a total CZK 703,153 raised; second, with CZK 631,655, came the fundraiser to benefit Haiti, which had been stricken by a catastrophic earthquake. Telefónica O2 matched both of these amounts by almost 100% and donated the funds to the needy families by way of the People in Need relief organisation. During 2010, employee donations turned around the lives of eighteen people who were able to buy necessary health aids. Customers also gave support to the Safety Line, Senior Line and helped children in Latin America.
Employees regularly participated in volunteer events and helped with their time, knowledge and skills.
Corporate teambuilding events turned into volunteer events – managers and their teams worked in non-profit organisations. In 2010, 725 employees (17 teams) donated 5,800 hours of work to non-profit organisations. Seven times more employees volunteered in 2010 than in 2009. 81 employees donated their personal free time: they spent 700 hours organising leisure activities for children from children’s homes; 238 helping out in Thomayer Hospital in Prague; and 194 hours organising and helping out at swimming competitions for severely disabled athletes. They also spent 1,680 hours assisting the O2 Foundation’s principal grant programme – they sat on regional committees and selected the best projects from NGOs, among which the foundation distributed CZK 10 million.
The O2 Foundation also recognised those employees of the Company who were active volunteers in their personal free time. Their service to the community earned CZK 400,000 to 22 employees in 2010, which was in turn donated to the non-profit organisations they worked with on a long-term basis.
Easter and Christmas markets, which were organised by the O2 Foundation in twelve of the Company’s buildings in the Czech Republic, products hand-made by people with disabilities in sheltered workshops were sold to employees. In 2010, employees spent close to CZK 550,000 on products from sixty sheltered workshops.
Proniño international volunteer programme
Volunteer activities of employees in 2010 again transcended the limits of the Czech Republic as six employees of the Company participated in the international volunteer programme Proniño implemented by Telefónica in Latin America. Altogether thirty volunteers hailing from all countries where Telefónica operates were sent to Ecuador, Brazil, Guatemala, Argentina and Colombia. After arriving to their destination their role was to add meaningful content to the free time of children who, once their school finishes, either roam the streets or have to work. Employees volunteered their personal vacation time, each donating more than 252 hours of their free time.
Give Blood with O2
Also the project Give Blood with O2, continued in 2010, seeking to promote voluntary blood donorship in the Czech Republic. During the year, 140 employees participated and collectively donated more than 113 litres of blood. Blood donations took place in Company premises.
Fair Trade
The project Be Fair with O2, which focused on promoting Fair Trade products and services, continued also in 2010. Employees, customers and the general public could help the people in the poorest countries on the planet by buying Fair Trade products at a number of events organised by Telefónica O2 in 2010: Christmas and Easter markets of products made in sheltered workshops and Fair Trade products, Employee Blood Donation Days or the Open Air Festival, where people could learn about Fair Trade and help by buying them. In 2010, employees of Telefónica O2 purchased Fair Trade products in the value of CZK 100,000 and helped in the fight against poverty and child labour. A total of 5 thousand employees were involved in supporting Fair Trade. Fair Trade products were also used as courtesy gifts for conference participants and as Christmas gifts for business partners. In 2010, employees could also buy Fair Trade products at cut-rate prices through the e-shop, and order Fair Trade and ethnic catering for various corporate events.
In terms of organisation, Telefónica O2 is a part of Telefónica’s European division (Telefónica Europe), which holds all companies that use the O2 commercial brand regardless of ownership relations within Telefónica Group. No significant changes occurred in the ownership structure of the Company; Telefónica S.A., holding a 69.41% stake, remains the majority owner.
Telefónica O2’s ownership rights in its subsidiary companies, save for those incorporated in foreign jurisdictions, are exercised by the Board of Directors of Telefónica O2 acting in the capacity of the sole member. Persons with power of attorney given by the Board of Directors of the parent company exercise the ownership rights in foreign subsidiaries within the limits of the mandate approved by the Company’s Board of Directors. Personnel changes in the subsidiary companies’ statutory and supervisory bodies and in companies where Telefónica O2 holds an ownership interest (in positions occupied by the Company’s representatives) are approved by the Board of Directors of the Company and, in accordance with the Articles of Association, they are also subject to prior approval by the Supervisory Board of the Company, whose decisions are made in consideration of the opinion given by the Nomination and Remuneration Committee.
The only change with respect to subsidiary and associated companies in 2010 concerned Telefónica O2 Slovakia; the parent company Telefónica O2 decided in May to increase the registered capital of the subsidiary by way of a pecuniary contribution to EUR 240,000,000.
Effective from November 2010, Telefónica O2 owns a 14% stake in MOPET CZ a.s. (see sub-section Payment services further below).
Telefónica O2 pursues continuous efficiency improvements and optimisation of its functions. The past period saw further optimisation of the organisational and governance architecture. The following changes occurred at the level of executive line organisational macrostructure during 2010:
— A central Marketing Division was created in May by way of consolidating marketing activities and authority previously assigned to various business units in the Company to one unit. At the same time, the scope of the Strategy and Business Development Division was expanded to newly include, among other things, the Wholesale Unit;
— In September, the Strategic Accounts Division was transferred under the line of management of the Business Division.
Executive macrostructure of O2 Czech Republic (as at 15 March 2011)
General Meeting
The General Meeting, which comprises the Company’s shareholders, decides on fundamental business, organisational and operating matters. Its authority and powers are determined by the Commercial Code and the Company’s Articles of Association. As a rule, the Board of Directors convenes the General Meeting once a year. Basic information on the General Meeting and its status and authority can be found in Articles 7–13 of the Company’s Articles of Association.
Audit Committee
The Audit Committee has six members and is an independent governing body of the Company, with special powers in matters relating to the statutory audit, compilation and auditing of financial statements and the evaluation of effectiveness of the internal control system of the Company. Members of the Audit Committee are appointed and recalled by the General Meeting of the Company; only the members of the Supervisory Board or persons external to the Company may be members of the Audit Committee. The tenure of Audit Committee members is five years. As a rule, the Audit Committee meets as required, usually once in a quarter, but at least four times in the course of a calendar year. Basic information about the Audit Committee and its powers can be found in Articles 26a-26f of the Company’s Articles of Association.
Supervisory Board
The Supervisory Board has fifteen members and supervises the discharge of the Board of Directors’ powers and the running of the Company’s business. Its composition, authority and powers are determined by the Commercial Code and the Company’s Articles of Association. As a rule, the Supervisory Board meets as required, usually once in a quarter, but at least four times in the course of a calendar year. Two thirds of the Supervisory Board members are elected and recalled by the General Meeting; one third of the Supervisory Board members are elected and recalled by employees of the Company. Members of the Supervisory Board are elected for tenure of five years. Basic information about the Supervisory Board and its authority can be found in Articles 20–25 of the Company’s the Articles of Association.
Board of Directors
The seven-member Board of Directors is a statutory body that manages the business of the Company and acts on its behalf. The Board of Directors decides on all corporate affairs which, by law or the Articles of Association, are not reserved for the General Meeting or the Supervisory Board. As a rule, the Board of Directors meets usually once every calendar month, but at least 12 times in the course of a calendar year. Members of the Board of Directors are elected and recalled by the Supervisory Board. The tenure of a member of the Board of Directors is 5 years. Basic information on the Board of Directors and its authority can be found in Articles 14–19 of the Company’s Articles of Association.
Committees of the Supervisory Board
Under its powers, the Supervisory Board sets up committees as its advisory and initiative bodies. Committees of the Supervisory Board are an inherent part of corporate governance. The Supervisory Board always institutes a Nomination and Remuneration Committee. Members of committees are elected and recalled by the Supervisory Board. The tenure of a member of a committee is 2.5 years. Committees established by the Supervisory Board can comprise only the members of the Supervisory Board. The scope of authority of the Supervisory Board’s committees is set out in Article 26 of the Company’s Articles of Association.
The Company has the following committees of the Supervisory Board:
— Nomination and Remuneration Committee;
— Ethics and Corporate Social Responsibility Committee.
Luis Antonio Malvido (*1964)
Chairman
Graduated in Industrial Engineering at the Instituto Tecnológico de Buenos Aires. Joined Telefónica in the late 1980s during the privatisation process as a member of a team for the valuation of the target company. Afterwards he worked in various positions in customer service, sales, business development and strategic planning in Telefónica. In June 1998 he was appointed Vice President and Chief Executive Director at Telefónica Móviles Argentina, Unifón, where he was responsible for the start-up of the company, its merger with another regional operator and for the establishment of a nation-wide mobile operator. From January 2005 he was President and Chief Executive Director of Telefónica Venezuela, Movistar and later he became a President of the Quality Committee in Latin America. From January 2008 he was Chief Executive Director at TeleSP, a Telefónica subsidiary in Brazil. In February 2010 he was appointed Chief Executive Officer and Chairman of the Board of Directors of Telefónica O2 Czech Republic, and simultaneously also member of the Board of Telefónica Europe.
Jesús Pérez de Uriguen (*1970)
1st Vice Chairman
Graduated in Business Administration at University of Maryland at College Park in 1992, with specialisation in Finance and Accounting, where he got his degree of Bachelor of Science in Business and Management. In 1993, he earned his MBA degree at Instituto de Empresa in Madrid. Before joining Telefónica O2 Czech Republic, a.s. he worked in Bank of America, Arthur Andersen, Jazz Telecom, S.A., and Telefónica Móviles, S.A. Jesús collected extensive experience in the telecommunications and finance area at these companies – he was responsible for planning, management control, etc. Lastly, he worked in the position of CFO in Telefónica Centroamérica for nearly four years. He was member of the Board of Directors of the operations of Telefónica Móviles in Panamá, El Salvador, Nicaragua and Guatemala. Now he holds the position of Director, Finance Division and 1st Vice Chairman of the Board of Directors in Telefónica O2 Czech Republic.
Petr Slováček (*1959)
2nd Vice Chairman
Graduated from the Technical University, Prague, with a degree in telecommunications from the Faculty of Electro-technical Engineering. Also holds a postgraduate Master of Business Telecommunications (MBT) degree from the Technical University of Delft in the Netherlands. After graduation he joined the Telecommunications Research Institution, Prague, he joined SPT TELECOM (the legal predecessor of Telefónica O2 Czech Republic) in 1989, working in switching, technical development, network management projects and OSS. In June 2008 he was re-elected 2nd Vice Chairman of the Board of Directors of Telefónica O2 Czech Republic. He currently holds the position of Director, Operations Division.
Martin Bek (*1969)
Member
Studied foreign trade at University of Economics, Prague, and completed his studies at the European Business School, Paris, where he majored in Finance. He worked for ABC International, DRT International and later at Guérard Viala Prague as senior consultant and tax advisor. From 1996, he worked at ČESKÝ TELECOM (the legal predecessor of Telefónica O2 Czech Republic) as Director for Tax and Accounting, later as Executive Director for Planning and Controlling. In April 2004 he was appointed Statutory Representative of Eurotel Praha, spol. s r.o. (the legal predecessor of Telefónica O2 Czech Republic) and since September 2004 he has been Eurotel’s Chief Operating Officer. Now he holds the position Director Support Services in Telefónica O2 Czech Republic. He is a member of the Board of Trustees of O2 Foundation (Nadace O2).
John Gerald McGuigan (*1960)
Member
Before joining O2, John was the Chief Executive of NHS24, a telephone triage service for Scotland and held this position for 2 years. He joined Telefónica O2 UK in 2007 and was General Manager for the consumer segment in three sites: Glasgow, Preston Brook and Bury. Since 2009 has been appointed Chief Executive Officer of Telefónica O2 Slovakia.
Jakub Chytil (*1961)
Member
Graduated from the Faculty of Law, Charles University, Prague, where he got his JUDr. degree. In 1991–1995, he was a junior associate and, later on, an attorney specialising in commercial and civil law, working with international law firms. In 1995–2000, he was a Legal Counsel for the Czech and Slovak Republic at Philip Morris ČR and Kraft Foods. In 2000–2003, he was the Senior Counsel in the Legal Department of Philip Morris International, Lausanne, Switzerland, where he was responsible for the legal affairs of Philip Morris International’s subsidiaries in various countries. Since his arrival to ČESKÝ TELECOM (the legal predecessor of Telefónica O2 Czech Republic) in December 2003 he has been in the position of Director, Legal Affairs, and from 2010 he has been Director, Legal and Regulatory Affairs. From May 2006 he has been the Company Secretary and he is also a member of the Board of Trustees of O2 Foundation (Nadace O2).
František Schneider (*1967)
Member
He graduated in Artificial Intelligence at the University of West Bohemia, Pilsen, and went on to start his professional career in Vikomt CZ. From 1997 he worked in Dell Computer, where started as Director for Sales to Small and Medium Enterprises, Czech and Slovak markets. In 2001 he became Business Development Manager for Eastern Europe, Middle East and Africa, where he managed development projects aimed at effective capture of the corporate market. This job took him also to Israel, Turkey, Saudi Arabia, United Arab Emirates and Russia. In 2003 he went to Greece to manage the start-up of a new branch for which he also designed a medium-term business development plan. From May 2004 he was Managing Director for the Czech and Slovak markets. Under his leadership, the Prague branch tripled its annual revenues and twice won the accolades for the best Dell country office in the EMEA region. František joined Telefónica O2 Czech Republic, a.s. in April 2008 as Director, Corporate Sales, and presently holds the position of Director, Business Division.
Personnel composition of the Board of Directors
of Telefónica O2 Czech Republic, a.s., as at 15 March 2011
Information about the term of office of Board of Directors members is given in sub-section Governing bodies of Telefónica O2 Czech Republic.
All changes in the personnel composition in the Board of Directors in the first half of 2010 were described in the 2009 Annual Report and in the 2010 Half-year Report.
The following changes occurred in the personnel composition of the Board of Directors in the second half of 2010 and in the period from 1 January to 15 March 2011:
The executive management of the Company comprises the following top managers:
Luis Antonio Malvido (*1964)
Chief Executive Officer
(résumé in section Board of Directors)
Martin Bek (*1969)
Director, Support Services Division
(résumé in section Board of Directors)
Jakub Chytil (*1961)
Director, Legal & Regulatory Affairs, Company Secretary
(résumé in section Board of Directors)
Jesús Pérez de Uriguen (*1970)
Director, Finance Division
(résumé in section Board of Directors)
František Schneider (*1967)
Director, Business Division
(résumé in section Board of Directors)
Petr Slováček (*1959)
Director, Operations Division
(résumé in section Board of Directors)
Jiří Dvorjančanský (*1970)
Director, Marketing Division
Jiří Dvorjančanský graduated from the Czech Technical University in Prague and also holds a D.E.A. degree from National Polytechnique Institut in Grenoble, France. He subsequently earned his MBA in the executive MBA programme at Thunderbird School of Global Management in Prague.
He joined Telefónica O2 Czech Republic from Deutsche Telekom Group where he worked for 11 years in various executive positions in the field of sales and marketing. He was also Executive Director, Marketing Division at T-Mobile Czech Republic; he was later promoted to the same top executive position in T-Mobile Germany. His international experience also includes membership in the Supervisory Board of T-Mobile UK and a standing membership in the International Marketing Board of T-Mobile Group. Jiří Dvorjančanský joined Deutsche Telekom from the position of Sales Director at COTY.
Tony Hanway (*1967)
Director, Consumer division
Holds an MSc in Human Resources Management / Training from Leicester University. Prior to joining O2 Ireland, worked for AOL Time Warner for eight years where he held a number of senior Board positions, namely Vice President of Customer Care at AOL UK and Managing Director of AOL Europe Operations Ltd. in Ireland. He has also worked in Sales and support roles for Gateway Computers Inc. and AIB Bank plc (UK). He joined O2 in 2005 as Customer Care Director. Under his leadership, O2 Ireland was awarded the Contact Centre of the Year and Best Retail Employer awards. He came to the Czech Republic from position of Consumer Sales Director. His role in Ireland involved managing O2 Ireland‘s retail, online, franchising, partner and telesales channels to drive revenues while providing a great customer experience.
Jiří Šuchman (*1964)
Director, Corporate Affairs
Graduated in Foreign Trade at the University of Economic in Prague. After gaining experience in foreign trade companies, since 1992 he has worked exclusively in the field of telecommunications. During that time he worked in various management positions in SPT Telecom, France Télécom, Aliatel and T-Mobile; from 1999 until 2008 he was responsible for regulatory and corporate affairs at T-Mobile. He joined Telefónica O2 Czech Republic in 2008 as Director, Public Affairs. On 1 Februrary 2010 he was nominated Director, Corporate Affairs. He chairs the Board of Trustees of O2 Foundation.
Steven Tree (*1958)
Acting Director, Human Resources Division
With post graduate qualifications in Human Resources, Teaching and Marketing as well as an MBA from Warwick Business School, his career has involved a mixture of Human Resources and Management Consulting. In 1990 he joined WS Atkins, a global consulting business, as Personnel Manager and in 1992 he transferred into the Management Consulting division where he worked on international projects including several projects in the Czech Republic. He then moved to KPMG as a Human Capital Consultant and then on to Arthur Andersen (UK) shortly before it merged with Deloitte, where he was a Director. His specialist areas were Mergers and Acquisitions and the transformation of Human Resource management. In 2003 he moved to Heidrick & Struggles, the global leadership advisory and executive search firm where he was Vice President of HR for Europe and Asia. He joined Telefónica O2 Czech Republic in November 2010.
In keeping with the Company’s Articles of Association, the Supervisory Board of Telefónica O2 Czech Republic in 2010 supervised the discharge of the Board of Directors’ powers and the running of the Company’s business. Supervisory Board members have the power to inspect all documents and records concerning the Company’s activities; check whether the accounting records are kept to reflect the reality; determine whether the business of the Company is done in compliance with the law, the Company’s Articles of Association and instructions of the General Meeting.
The Supervisory Board continuously monitored the activities of Telefónica O2 Czech Republic and key decisions made by the Board of Directors and the management. Further, the Supervisory Board addressed the suggestions raised by its committees and its members individually. Board of Directors and the management provided the Supervisory Board with the documentation and information necessary for the discharge of its functions in accordance with the legislation and the Articles of Association.The Supervisory Board worked in close contact with the Audit Committee of Telefónica O2 Czech Republic regarding all principal matters falling to the authority of both the governing bodies.
At the meeting held on 18 February 2011, the Supervisory Board reviewed the audited annual financial statements for the year 2010 (unconsolidated and consolidated) prepared in accordance with the International Financial Reporting Standards. The Supervisory Board also reviewed the Board of Director’s proposal for the distribution of profit for the year 2010 and of the retained earnings of the Company from previous years, and, as the case may be, any disposable funds of the Company, and the determination of royalties for the year 2010. In both instances, the Supervisory Board issued a recommendation to the General Meeting of the Company to approve the proposals.
In Prague, 18 February 2011
Alfonso Alonso Durán
Chairman of the Supervisory Board
Alfonso Alonso Durán (*1957)
Chairman
Holds a BA degree in Economics from the Universidad Autónoma Madrid, and an MBA from IESE Business School Barcelona. He started his professional career in 1974 with Banco de Bilbao as manager/controller. He joined Telefónica as economist and worked in several departments: internal audit, accounts, infrastructure, international communications, financial controlling and cost management in the Spanish fixed business unit. In 1999 he left Telefónica de España for Telefónica, S.A., as Deputy Director for Planning and Management Control. In 2003, he became General Manager for Strategy, Budget and Control. In 2008 took the position of Director of Operations in the corporation and became in the same year Director of Transformation in charge of Purchases, Technology, Information systems and Strategy and Innovation to transform in the scope of the operative integration of the business units of Telefónica.
María Eva Castillo Sanz (*1962)
1st Vice Chairman
Eva Castillo led the Global Wealth Management business of Bank of America Merrill Lynch in Europe, Middle East and Africa (EMEA) from 2006 to 2009, having held a number of other senior positions in Merrill Lynch from 1997, including as head of Global Markets and Investment Banking in Iberia and President of Merrill Lynch Spain and, before that, as Chief Operating Officer for Merrill Lynch EMEA Equity Markets. Previously she had worked for the International Equities division of Goldman Sachs in London between 1992 and 1997. Her career in the financial services industry began at the Spanish broker Beta Capital in Madrid, where she worked from 1988 until 1992. She has been a non-executive director of Telefonica SA since the beginning of 2008 and She is a non –executive director of Old Mutual plc since February 2011. She has Bachelor of Arts degrees in Business and Law from the Universidad Pontificia de Comillas - ICADE E3 in Madrid.
Lubomír Vinduška (*1956)
2nd Vice Chairman
Graduated in radio and communication from the Secondary School of Electrical Engineering. In 1974–1979 he worked as a TV repairman and later as an electrical technician at Okresní kovopodnik Praha-východ (Prague-East Regional Metal Works), then at TESLA Strašnice and Czechoslovak Radio. He has been with Telefónica O2 Czech Republic and its legal predecessors since 1979. He worked as an energy operations foreman, head of energy operations and head of territorial transport and mechanisation, Prague. At present he holds the position of Transport and Mechanisation Specialist. He is Deputy Chairman for Telecommunications of the Post, Telecommunications and Newspaper Services Employees, Trade Union Deputy Chairman of the Trade Union Steering Committee at Telefónica O2 Czech Republic, and Chairman of the Prague Trade Union Steering Committee. In 2005 and 2009 he completed courses in International Financial Reporting Standards and financial relations within a group of companies.
Eduardo Andres Julio Zaplana
Hernández-Soro (*1956)
Member
Eduardo Zaplana has a degree in law and was the President of the regional Government of Valencia from 1995 to 2002. He has been a member of the Spanish Parliament and Senator, as well as the Spanish Minister for Labour and Social Affairs and government spokesman from 2002 to 2004. Among other official posts, he has also been President of the Commission for Regional Policy and Structural Funds, member of the Bureau and first Vice President at the Committee of the Regions (CoR). In April 2008, Telefónica appointed Eduardo Zaplana as the Company’s representative for Europe. Telefónica has an office in Brussels and operations in the UK, Germany, Ireland, the Czech Republic and Slovakia. Mr. Zaplana is a member of the Board of Directors of Telefónica Europe plc from July 2008. Since December 2008, he has been the Deputy to the Technical Secretary General of the Presidency.
Antonio Botas Bañuelos (*1963)
Member
Antonio earned his Bachelor degree at Universidad Complutense in law and a Master degree in Economics and Business Administration (MBA) at IESE in Barcelona. He has twenty years of experience in management, operative and strategic marketing and co-ordination of large multinational teams, and he has worked in international markets, namely those in the Americas and Europe. He worked as Marketing Manager in Royal Insurance, which he joined after leaving Johnson & Johnson. He joined the Telefónica Group in 1995 and he worked for Telefónica Publicidad e Informacion, Doubleclick Iberoamérica, Terra and Terra Lycos in positions ranging from Chief Sales and Marketing Officer to Executive Vice President for New Business. From 2005 until August 2007 he worked as Chief Transformation and Convergence Officer in Telefónica O2 Czech Republic. Since September 2007 he holds the position of Managing Director Product Development & Brand Management at Telefónica O2 Germany GmbH & Co. OHG. He has been member of the Supervisory Board of Telefónica O2 Czech Republic since April 2008. Since 2010 he has been Director of International Coordination Global Marketing in Telefónica S.A.
Vladimír Dlouhý (*1953)
Member
Graduated from the University of Economics in Prague; in 1977–1978 he also studied at the Catholic University in Leuven, Belgium. In 1980-1982 he got his postgraduate decree in Probability and Mathematical Statistics from the Charles University in Prague, where he worked as research assistant at the Department of Econometrics after he completed his undergraduate studies at the University of Economics. In 1984 he was one of the founding members of the Forecasting Institute of the Czechoslovak Academy of Sciences, where he worked first as a researcher and finally as deputy director. In 1989–1992 he was Minister for Economy of the Czech and Slovak Federal Republic; from 1992 until June 1997 he was Minister of Industry and Trade of the Czech Republic. He was a member, and later deputy chairman of the Civic Democratic Alliance and member of the Czech parliament. In September 1997 he started a private consultancy. His clients include the U.S. investment bank Goldman Sachs or ABB ČR. Since 2000 he has been teaching at the Faculty of Social Sciences, Charles University in Prague, and since 2004 also at the University of Economics in Prague. He authored many research papers and is a member of the Trilateral Commission. He is fluent in English, Spanish, Russian and speaks also German and French.
Anselmo Enriquez Linares (*1964)
Member
Joined from Diageo where he was HR Director for the leading premium drinks company’s Africa region, took up his position on 1 July 2008 as a new Group Human Resources Director and is responsible for the company’s businesses in Europe outside of Spain, and also serves as a Member of the Board at Telefónica Europe plc. He has significant experience in management development at an international level thanks to his previous roles as HR Director for Africa and Iberia regions at Diageo. Prior to Diageo, he worked for a number of major companies in the financial services and consumer goods industries, including Barclays, Lloyds TSB and Grand Metropolitan. British born with Spanish parents, he is bilingual in English and Spanish. His global career experience has included responsibility for regions as diverse as Thailand, Latin America and North America. He currently resides in London.
Tomáš Firbach (*1976)
Member
Graduated in Management and Economics in Transportation from the Czech Technical University, Department of Transportation. After his graduation in 1999 he worked in JSJ spol. s r.o. as information systems manager. In 2001 he joined Eurotel Praha, spol. s r.o. (the legal predecessor of Telefónica O2 Czech Republic) as network planning specialist. In 2004–2005 we worked in ČD Telekomunikace, a.s. (presently ČD Telematika, a.s.) as business consultant. He has been with Telefónica O2 Czech Republic, a.s. since 2005, working as Senior Product Manager for fixed line data services. In the last five years he was not a member of any other statutory or supervisory bodies except for the Supervisory Board of Telefónica O2 Czech Republic, a.s.
Petr Gazda (*1965)
Member
Graduated in Economics and Management (BA) from the Business College Ostrava. He has been with Telefónica O2 Czech Republic (and its legal predecessors) since 1991; he presently works as Network Operations Director for Regions; previously: 1991–2006 Eurotel Praha, spol. s r.o.; 1988–1991 ČESKÝ TELECOM, a.s.; 1986–1988 AŽD Praha, specialist; 1983–1984 AŽD Praha, electrical engineer. In the last five years he was not a member of any other statutory or supervisory bodies except for the Supervisory Board of Telefónica O2 Czech Republic, a.s.
Pavel Herštík (*1951)
Member
Graduated in communication technology from the Secondary Technology School of Electrotechnical Engineering. In 1972, he started working as a telephone test centre technician in Ředitelství telekomunikací Praha (Telecommunications Headquarters, Prague). For the next 20 years (1975–1995), he worked in the field of work procedure planning, evaluation and work efficiency measurement. From 1995 to 2005, he was Head of Information Management and went on to become Head of the Management, Organisation and Administration Department. At present, he is Senior Specialist in the area of management and administration of management documents. In 2005 and 2009 he completed courses in international accounting standards and intra-holding relationships. In 2007 he was certified under the National Certification Programme for Corporate Ethics and Culture. He is Chairman of the Trade Union Steering Committee of Telefónica O2 Czech Republic and member of the European Works Council of the European division of the Telefónica Group. He has not, for the last five years, been a member in another supevisory body of another company.
Guillermo José Fernández Vidal (*1946)
Member
Guillermo holds a degree in Industrial Engineering and Computer Science and in 1989 he joined Telefónica, first as a manager and later he was promoted to Commercial Director (1992–1995) and General Manager of Companies of Telefónica (1995–1999). In 1999 he was appointed Chief Executive Officer of Telefónica Data and President of Telefónica Data España. In the same year he was also a member of statutory bodies at Telefónica Móviles, Telefónica de España, Vía Digital and Portugal Telecom. In 2003 he was appointed General Manager for Subsidiaries. From 2004 to 2005 he was General Manager for Commercial Development and Affiliates at Telefónica, S.A. In 2005 he was appointed as Corporate General Manager of Telefónica, S.A. and member of the Board of Telefónica Móviles de España, Telefónica de España and TPI. He is presently advisor to Telefónica, S.A.
Luis Lada Díaz (*1949)
Member
Luis holds a degree in telecommunications engineering and joined the Telefónica Group in 1973 in the Research and Development Department, rising through the ranks to hold various managerial and executive positions within the group. In 1989 he was Deputy Director for Technology, Planning and International Services. Later he joined Amper Group, a manufacturer of telecommunications system and equipment, as Director of Planning and Control. He returned to the Telefónica Group in 1993 as Chief Controller for Subsidiaries and Participated Companies. In 1994 he was appointed Chief Executive Officer of Telefónica Móviles de España, S.A., and in September 2000 he went on to become President and Chief Executive of Telefónica Móviles, S.A. until 2004, when he was named Director for Development, Planning and Regulatory Affairs of Telefónica, S.A. In 2005 he was elected Executive Chairman of Telefónica de España, S.A.U. Until he left his executive positions in Telefónica in July 2006, he had served on the Boards of Directors of Telefónica, S.A., Telefónica Móviles, S.A., Telefónica Internacional, S.A. and other Telefónica Group‘s corporations, and currently is Professor “Ad Honorem” of the Politechnic University of Madrid, C.E.O. of Ribafuerte S.L., Member of the Royal Academy of Engineering, the Bankinter Foundation for Innovation and the Telefónica Latinoamérica and the Telefónica España Advisory Boards, and Member of the Boards of Directors of INDRA Sistemas S.A., Gamesa Corporación Tecnológica, S.A., Telefónica I+D, Telcel (Telefónica Venezuela) and Ydilo Advanced Voice Solutions, S.A.
Maria Pilar López Álvarez (*1970)
Member
A graduate of Business Studies, she joined Telefónica after working for several years at JP Morgan in London and New York where she worked her way up to Vice President. Pilar joined the Telefónica Group 1999 in Telefónica de España’s Strategic Planning Department. In May 2000 she was appointed Director of Management Control at Telefónica, S.A. Two years later she joined Telefónica Móviles S.A. to head up its Management Control function. In October 2006 she was promoted to Director of Strategy and Business Development at Telefónica de España. On 1st March 2007, she was appointed Chief Financial Officer of Telefónica O2 Europe plc (now Telefónica Europe plc).
Dušan Stareček (*1956)
Member
Qualified in Electronic and Electrical Technology at the Technical and Engineering Secondary School in Rožnov p. Radhoštěm. In 1975, he started work as a technician at Long-distance Cables Administration, Prague (the legal predecessor of ČESKÝ TELECOM). In 1992, he was promoted to the position of Head of External Maintenance in the Transmission Technology Unit (the legal predecessor of Telefónica O2 Czech Republic). At present, he works as Specialist for Operation and Maintenance of Digital Telecommunications Technology in Ostrava. He is a member of the Trade Union Steering Committee of Telefónica O2 Czech Republic, Chairman of KOV MORAVA and member of EWC (European Works Council) at Telefónica Europe plc. and Vice Chairman of the Ethics and Corporate Social Responsibility Commitee of the Supervisory Board of Telefónica O2 Czech Republic.
Ángel Vilá Boix (*1964)
Member
Ángel Vilá is Managing Director in charge of Corporate Development and Affiliates at Telefónica, S.A. Mr. Vilá graduated in Industrial Engineering from Universitat Politècnica de Catalunya and holds a MBA from Columbia University (New York). Ángel Vilá is responsible for group wide Mergers & Acquisitions activity at Telefónica, having closed relevant corporate transactions such as O2 plc, Brasilcel and ČESKÝ TELECOM acquisitions, as well as Telefónica investments in Telecom Italia/ Telco SpA and China Unicom. Prior significant deals, among others, would include Telebras privatisation, the purchase of BellSouth and Motorola properties in LatinAmerica and the disposal of Meditel, Airwave, TPI and Antena 3 TV. Mr. Vilá also oversees the Affiliates group, including Atento, T. Gestiona and Telefónica de Contenidos. Prior to joining Telefónica, Mr. Vilá held various positions at Citibank NA, McKinsey & Company, Grupo Planeta and Ferrovial. Ángel Vilá is Vice Chairman of the Board of Directors of Telco SpA (Italy), Chairman of Telefónica de Contenidos S. A., member of the Board of Directors of Atento, Digital+ and Telefónica O2 Czech Republic, and member of the European Advisory Panel of Macquarie’s MEIF Funds. He previously served on the Boards of Banco Bilbao Vizcaya Argentaria (BBVA), Endemol, CTC Chile and Terra Lycos, among others.
Personnel composition of the Supervisory Board
of Telefónica O2 Czech Republic, a.s. as at 15 March 2011
Information about the term of office of Supervisory Board members is given in sub-section Governing bodies.
All changes in the personnel composition in the Supervisory Board in the first half of 2010 were described in the 2009 Annual Report and in the 2010 Half-year Report.
The following changes occurred in the personnel composition of the Supervisory Board in the second half of 2010 and in the period from 1 January to 15 March 2011:
Alfonso Alonso Durán (*1957)
Chairman
(résumé in section Supervisory Board)
María Eva Castillo Sanz (*1962)
Vice chairman
(résumé in section Supervisory Board)
Pavel Herštík (*1951)
Memeber
(résumé in section Supervisory Board)
Maria Pilar López Álvarez (*1970)
Memeber
(résumé in section Supervisory Board)
Jaime Smith Basterra (*1965)
Memeber
Graduated in Economics and Business Administration (BA, Universidad Comercial Deusto, Spain) and holds an MA in Finance and Investments (Exeter University, UK). Before joining Telefónica, he worked in the financial sector for a Spanish brokerage firm, and for Banesto (BSCH Group) as Director for Global Equities in its fund management division. He joined the Telefónica Group in 1999 as Director for Financial Planning at Telefónica Internacional, and was promoted to Chief Financial Officer in December of the same year. In October 2000, he was appointed Controller of the Telefónica Group. From December 2002, he held the position of Chief Financial Officer of Telefónica de España. In June 2005, he was made Chief Executive Office and Chairman of the Board of Directors of ČESKÝ TELECOM (now Telefónica O2 Czech Republic). In June 2007, he was promoted to Chief Executive Officer of Telefónica O2 Germany GmbH. Since June 2009, he was made Director of Subsidiaries and Indurstrial Alliances of Telefónica, S.A. From October 2010 he is Director of Telefonica Mobile Operations in Mexico, Central America and Venezuela. From 2006 to 2009 he was also a member of the Board of Directors of Telefónica Europe plc. and from 2008 to 2011 Chairman of the Supervisory Board of Telefónica O2 Czech Republic.
Personnel composition of the Audit Committee
of Telefónica O2 Czech Republic, a.s. as at 15 March 2011
Information about the duration of tenure of Audit Committee members can be found in section Governing bodies.
Changes in the personnel composition of the Audit Committee during the first half of 2010 were described in the 2009 Annual Report and in the 2010 Half-year Report.
The following changes occurred in the personnel composition of the Audit Committee in the second half of 2010 and in the period from 1 January until 15 March 2011:
The group of persons with executive powers in Telefónica O2 includes the following executives: members of the Board of Directors, the Chief Executive Officer and those members of the executive management of the Company (sub-section Executive management) who are not members of the Board of Directors (persons who make decisions in the issuer, which can affect the future development and the corporate strategy of the issuer, and who have access to insider information).
The remuneration of members of the Board of Directors and the Supervisory Board (including the members of Supervisory Board committees), as well as the granting of other benefits to members of the Supervisory Board, are governed by the rules for the remuneration and awarding of discretionary benefits which are approved by the Company’s General Meeting. The approval of the Rules for Provision of Non-Claim Perquisites to Board of Directors Members is, as per the Company’s Articles of Association (Article 20(3d)), in the competence of the Company’s Supervisory Board. The adequacy of the system of remuneration (and other benefits) and any modifications thereto are reviewed and proposed by the Nomination and Remuneration Committee of the Supervisory Board (see sub-section Committees established by the governing bodies of the Company below).
The rules of remuneration provide specific amounts of remuneration for individual categories of members of the Board of Directors and of the Supervisory Board (including the Supervisory Board committees), i.e. the remuneration which a regular member, vice-chair and chair of the body are entitled to, as well as other conditions for the granting of the remuneration. Each member of the Board of Directors/Supervisory Board is entitled to the whole amount of remuneration on the condition that he/she makes a claim for it; if the member of the Board of Directors/Supervisory Board does not make a claim for the whole amount of remuneration, he/she will be remunerated only in the extent in which a claim was made.
In 2010, no changes occurred in the principles for remuneration of members of the Company’s governing bodies as they were described in the 2009 Annual Report.
Basic information about the rules for the remuneration, including a list of discretionary benefits, for members of the Board of Directors and the Supervisory Board and of the members of the Supervisory Board committees is given below. The full text of the new Rules for the Remuneration of Members of the Governing Bodies of Telefónica O2 is published in the Czech and English languages on the Company’s website.
The Board of Directors and Chief Executive Officer
a) Remuneration
The rules for the remuneration of members of the Company’s Board of Directors, whose key principles are outlined above, stipulate a two-component monthly flat remuneration, which comprises the following:
— an amount covering mandatory payments (e.g. taxes, health insurance contributions, etc.) which the member of the Board of Directors is liable to pay due to the fact that they are covered by a liability insurance for any damage arising from the performance of a member of the Board of Directors, and mandatory payments arising from the provision of the amount as per this sentence. The amount depends on the amount of insurance premium attributable to the member of the Board of Directors; the overall amount is calculated using methods common in the business of insurance;
— an amount attributable to the individual categories of members of the Board of Directors for the number of meetings attended: (i) member of the Board of Directors: CZK 25,000; (ii) Vice Chair of the Board of Directors: the amount as in (i) plus CZK 10,000; Chair of the Board of Directors: the amount as in (ii) plus CZK 10,000.
The Chief Executive Officer is also entitled by virtue of his/her function to additional remuneration which comprises the following components:
— basic gross salary;
— performance-related bonus;
— compensation of the balance between the health insurance benefits and 100% of the average daily wage.
The performance-related bonus is granted to the Chief Executive Officer conditional on delivering on the targets set for the CEO for the calendar year in question. These targets are directly correlated to the annual budget and business plan approved by the Board of Directors. The targets represent the key performance indicators of both financial and non-financial nature (e.g. delivering the projected operating profit, achieving the revenue targets, attaining a higher level of customer satisfaction). The performance against these targets is evaluated by the Board of Directors and discussed by the Nomination and Remuneration Committee of the Company’s Supervisory Board; the audited financial results and, in the case of customer experience, independent (external) surveys form the basis for consideration. The performance-related bonus may, in aggregate for the calendar year, reach 80% of the total annual income if the targets are achieved to a standard level. Other non-pecuniary benefits are connected with the relocation of the executive from his/her home country to the Czech Republic (accommodation in Prague, flights for visiting the family, contributions towards school fees at the international school in Prague, international health insurance). In the event of temporary work incapacity, the Company will compensate to the Chief Executive Officer, for each day of the work capacity, the balance between the health insurance benefits and the 100% of the average daily salary.
The remuneration due to persons who are members of the Board of Directors by virtue of performing an executive (management) function in Telefónica O2 comprises two components: a gross basic salary and a performance-related bonus awarded in relation to delivery on specific annual targets. The methods of target setting, performance evaluation and control are governed by the same rules and procedures as in the case of the Chief Executive Officer. The performance-related bonus may, in aggregate for the calendar year, reach 50% or 40% of the total annual income if the targets are achieved to a standard level. The overall performance of the persons in their management positions is assessed by the Chief Executive Officer.
b) Compensation for the commitment to a non-competition covenant
A member of the Board of Directors may, in their agreement for discharge of the office of a member, commit to the so-called non-competition covenant, i.e. a pledge not to do business, after the termination of the office, either individually or for the benefit of another person, in the field of telecommunications in the Czech Republic (nor in the field of advisory or consulting services related to the telecommunications industry), unless such business is done in another member of the Group. The agreement for discharge of the office of a member (including the non-competition covenant) must be approved by the Supervisory Board of the Company.
The compensation for the commitment to the non-competition covenant is based on the following principles:
— the non-competition covenant is accepted for a period of six months as of the termination of office;
— the Company is obliged to provide to the member of the Board of Directors in question, for committing to the non-competition covenant, compensation amounting to six times the average flat remuneration as laid down in the Rules for the Remuneration of Members of the Board of Directors, in an amount attributable to one member of the Board of Directors, in the month preceding the month in which the member of the Board of Directors terminated their position in the Board of Directors; the fact that any member of the Board of Directors has or has not made a claim to their remuneration is not considered in the calculation of the average flat remuneration.
Upon terminating his/her employment, the Chief Executive Officer is bound by the non-competition covenant covering the whole Telefónica Group.
c) In-kind benefits
Damage liability insurance
The Company, as the policy holder, contracted an insurance policy covering against damage caused in relation to the performance of designated functions; the insured persons (i.e. persons whose functions are covered by the policy) may include members of the Board of Directors. The total insurance premium paid by the Company is evenly divided amongst the insured persons and the amount calculated per insured person constitutes their income.
Endowment insurance
No endowment insurance has been contracted for members of the Board of Directors in relation to their duties as members.
Car
Members of the Board of Directors are not provided with cars for private use in connection with their duties as members. The Chief Executive Officer is provided with a car both for work and private use. Other executive members of the Company’s Board of Directors are, by virtue of their management position, entitled to the same benefit.
The Supervisory Board
a) Remuneration
The rules for the remuneration of members of the Company’s Supervisory Board, whose key principles are outlined above, implement a two-component monthly flat remuneration, which comprises the following:
— an amount covering mandatory payments (e.g. taxes, health insurance contributions, etc.) which the member of the Supervisory Board is liable to pay due to the fact that they are covered by a liability insurance for any damage arising from the performance of a member of the Supervisory Board, and mandatory payments arising from the provision of the amount as per this sentence. This amount depends on the amount of insurance premium attributable to the member of the Supervisory Board in question; the overall amount is calculated using methods common in the business of insurance;
— an amount attributable to the individual categories of Supervisory Board members for the number of meetings attended: (i) member of the Supervisory Board: CZK 40,000; (ii) Vice Chair of the Supervisory Board: the amount as in (i) plus CZK 10,000; Chair of the Supervisory Board: the amount as in (ii) plus CZK 10,000.
If a member of the Supervisory Board is at the same time member of any of the committees established by the Supervisory Board, they are entitled to remuneration for working in the committee, which is construed as a bonus per meeting of the committee, as follows: (i) member of the committee: CZK 10,000; (ii) vice-chair of the committee: the amount as in (i) plus CZK 12,000; (iii) chair of the committee: the amount as in (ii) plus CZK 15,000.
b) Compensation for the commitment to a non-competition covenant
A member of the Supervisory Board may, in their agreement for discharge of the office of a member, commit to the so-called non-competition covenant, i.e. a pledge not to do business, after the termination of the office, either individually or for the benefit of another person, in the field of telecommunications in the Czech Republic (nor in the field of advisory or consulting services related to the telecommunications industry), unless such business is done in another member of the Group. The agreement for discharge of the office of a member (including the non-competition covenant) must be approved by the General Meeting.
The compensation for the commitment to the non-competition covenant is based on the following principles:
— the non-competition covenant is accepted for a period of six months as of the termination of office;
— the Company is obliged to provide to the member of the Supervisory Board in question, for committing to the non-competition covenant, compensation amounting to six times the average flat remuneration as laid down in the Rules for the Remuneration of Members of the Supervisory Board, in an amount attributable to one member of the Supervisory Board, in the month preceding the month in which the member of the Supervisory Board terminated their position in the Supervisory Board; the fact that any member of the Supervisory Board has or has not made a claim to their remuneration is not considered in the calculation of the average flat remuneration.
c) In-kind benefits
Damage liability insurance
The Company, as the policy holder, contracted an insurance policy covering against damage caused in relation to the performance of designated functions; the insured persons (i.e. persons whose functions are covered by the policy) may include members of the Supervisory Board. The total insurance premium paid by the Company is evenly divided amongst the insured persons and the amount calculated per insured person constitutes their income.
Endowment insurance – this discretionary benefit was deleted by decision of the General Meeting of 3 April 2009 from the Rules for Provision of Non-Claim Perquisites to Supervisory Board Members as part of the amendment to this policy.
Car
The Supervisory Board Chair and Vice Chair are, according the Rules approved by the General Meeting, entitled to a higher middle class car for work and private use. This benefit has not been claimed since mid-2005.
Other benefits
The company also granted the following benefits to members of the Board of Directors (including the Chief Executive Officer) and to members of the Supervisory Board:
— voice and data services and products of the Company for business and private use (excluding doing business in one’s own name);
— communication and IT equipment (mobile telephone, desktop PC or notebook, PDA or similar equipment, including accessories) for business and private use (excluding doing business in one’s own name);
— VISA payment card (in the case of the Supervisory Board and the Audit Committee, only the Chairman and Vice Chairmen were eligible; the benefit has not been claimed in 2010);
— healthcare.
The above benefits were granted to persons in the position of member of the Board of Directors by virtue of having an executive (management) position in the Telefónica O2 Czech Republic Group, for the compliance with the duties arising from their functions. In the case of Supervisory Board members, awarding of in-kind benefits is governed by the rules for the award of discretionary benefits to members of the relevant governing body.
Information about all pecuniary and in-kind incomes accepted in the accounting period by persons with executive powers (with the exception of persons who make decisions in the issuer, which can affect the future development and the corporate strategy of the issuer, and who have access to insider information) from Telefónica O2 and entities controlled by it
The information about pecuniary and in-kind incomes of the Board of Directors collectively includes also incomes from the subsidiary Telefónica O2 Slovakia, s.r.o. In 2010, members of the Supervisory Board received no pecuniary or in-kind income from entities controlled by Telefónica O2.
For the sake of reporting continuity with regard to data published in annual reports of Telefónica O2 in the past years, we chose to go beyond the scope of the statutory disclosure requirement and include below also information about all pecuniary income received in the accounting period by members of the executive management of the Company.
Information on the number of shares issued by Telefónica O2 and held by statutory bodies or their members, persons with executive powers, including persons related to these persons, information on option and similar agreements, information on individual transactions concluded by the said persons in the accounting period
No conflict of interest was found in relation to members of the Board of Directors, Supervisory Board and executive management; no member has been, in the last five years, lawfully sentenced for fraud, nor been – as a statutory or supervisory body - a party to insolvency proceedings, nor been subject to receivership or liquidation, nor charged or sanctioned by statutory or regulatory bodies.
Information on work contracts and similar contracts concluded between members of the Board of Directors, the Supervisory Board and the Audit Committee with the issuer
In 2010, all members of the Board of Directors and of the Supervisory Board, with the exception of the substitute member of the Supervisory Board, Anselmo Enriquez Linares, who was co-opted by the Supervisory Board on 4 November 2010, were bound by a valid agreement for discharge of the office of a member, which stipulates the eligibility for compensation for members who had committed to the non-competition covenant after the termination of their office.
Telefónica O2 made a commitment to the principles of Good Corporate Governance already in its 2001 Annual Report; it has been making regular statements in its annual reports, concerning the progress of implementation of the principles of Good Corporate Governance in its practices. The Company has been meeting all the main criteria and observing the principles and recommendations of the Czech Code of Good Corporate Governance based on OECD Principles, which was published in 2004 (the Code). The Code is available at the website of the Ministry of Finance of the Czech Republic (www.mfcr.cz). An exception to this rule are the principles of Good Corporate Governance that are not in direct control of the Company’s governing bodies and are dependent on the decisions of its owners (in particular the criterion concerning the number of independent members of the Supervisory Board). The Board of Directors regularly oversees the good practice of Corporate Governance in subsidiaries controlled by Telefónica O2.
Organisation of Corporate Governance
The Corporate Governance model of Telefónica O2 has not incurred any significant changes in 2010 compared to the previous year. The model, as per the Articles of Association, is based on interaction between the executive Board of Directors, made up exclusively of executive managers of the Telefónica O2 Group, and the Supervisory Board. The Supervisory Board has powers to control key decision-making processes (using the mechanism of “prior standpoints” of the Supervisory Board to selected issues) and monitor other important aspects of the Company’s operation. The powers of the Supervisory Board and their discharge make a full and active use of advisory and initiative roles of the Supervisory Board’s committees. The controlling, supervisory and review function in the model of Corporate Governance in Telefónica O2 has been strengthened by the independent position of the Audit Committee. An integral part of the model is the combination of the Chief Executive Officer’s function with the function of Chairman of the Board of Directors, which the Company finds efficient and acceptable given the strong role of the Supervisory Board and the active involvement of its committees. Members of the Board of Directors are individually bound by the agreement for discharge of the office of a member and additionally they have work contracts for the work they have been hired to do, which is different from serving on the governing body.
An Ordinary General Meeting of the Company was held on 7 May 2010. The agenda of the Company’s supreme governing body comprised standard items relating to the operations of the joint-stock company, and a proposal for the amendment to the Company’s Articles of Association in order to accommodate recent changes in the legislation. A detailed overview of the conclusions of the Ordinary General Meeting is available on the Company’s website and was also published in the 2010 Half-year Report. Information about the dividends, the record and disbursement dates for the dividend payment is given in section 9 of this Annual Report. An Extraordinary General Meeting of the Company was held on 10 September 2010, which resolved to transform all common shares of the Company from bearer shares in the nominal value of CZK 100 to common registered shares. The Extraordinary General Meeting also approved an amendment to the Company’s Articles of Association which related to the change in the form of shares and the extension of the Company’s subject of business. The last material decision taken by the Extraordinary General Meeting was the granting of consent with the entering into an agreement to contribute a part of the enterprise into a wholly owned subsidiary company. Additional information and an overview of conclusions of the Extraordinary General Meeting are is available on the Company’s website.
The decision making procedure at the General Meeting is outlined in the Company’s Articles of Association (Articles 10 and 11); the Articles of Association are available on the Company’s website (see also sub-section Transparency and open information policy) and also form a part of the Rules of Procedure of the General Meeting, the key principles of which are highlighted in sub-section Shareholder relations; the sub-section Governing bodies details information on the scope of authority of the supreme governing body of the Company.
The Board of Directors held twenty meetings in 2010, thus complying with the duty to hold a minimum of twelve meetings each year. Any personnel changes in the Board of Directors in the period January-March 2010 were detailed in the 2009 Annual Report. In September 2010, the Supervisory Board discussed the resignation tendered by the Board of Directors member Jose Perdomo Lorenzo, who went on to an executive position in the parent company Telefónica, S.A. In November 2010, the Supervisory Board elected František Schneider, Director, Business Division, to fill the vacancy. At its meeting in February 2011, the Supervisory Board consented with the re-election of Martin Bek and Jakub Chytil, whose tenure in the Board of Directors was to expire in April 2011. The full list of members of the Board of Directors, including their professional résumés, and the personnel changes in the Board of Directors are given in section Board of Directors.
The decision making procedure at meetings of the Board of Directors is laid down in the Company’s Articles of Association (Articles 16-18); the activities of the Board of Directors observe the Rules of Procedure. Both documents are available on the Company’s website (see also sub-section Transparency and open information policy).
The Supervisory Board held six meeting in 2010, which was in accordance with the Company’s Articles of Association that command a minimum of four meetings during the course of a calendar year. Also this year, the Supervisory Board met regularly once in a quarter (February, April, July, November); additional (extraordinary) Supervisory Board meetings were called as needed (in May and in September prior to the General Meeting). Any personnel changes in the Supervisory Board in the first half of 2010 are detailed in the 2010 Half-year Report; they included the resignation tendered by Anselmo Enriquez Linares, which was discussed by the Supervisory Board at its extraordinary meeting held prior to the General Meeting in May 2010, and the related decision of the shareholders to elect María Eva Castillo Sanz, an Independent member of the Board of Telefónica, S.A., to fill the vacancy after Mr. Linares. At the General Meeting, the shareholders also confirmed the election of Alfonso Alonso Durán, Ángel Vilá Boix, Luis Lada Díaz and Guillermo José Fernandéz Vidal, whose tenures were to expire in June 2010, into the Supervisory Board. In September 2010, due to the death of Enrique Used Aznar, another unfilled position was created in the Supervisory Board, to which the Supervisory Board co-opted Anselmo Enriquez Linares in November 2010. In the same period, the chairmanship of the Supervisory Board also changed; Jaime Smith Basterra was replaced as Chairman of the Supervisory Board by Alfonso Alonso Durán, with María Eva Castillo Sanz elected as 1st Vice-Chairman of the governing body. In February 2011, the Supervisory Board accepted Jaime Smith Basterra’s request for release from the duties of a member of the Supervisory Board and, in a related decision, appointed Vladimír Dlouhý as substitute member of the governing body. The full list of personnel changes in the Supervisory Board in the given period, including its current personnel composition as at 15 March 2011 and professional résumés of all members of this body, is given in section Supervisory Board. The requirement of independence (introduced by the Commission Recommendation 2005/162/EC as regards the regime for the remuneration of listed companies, Annex II), meet two members, María Eva Castillo and Vladimír Dlouhý.
The decision making procedure at meetings of the Supervisory Board is laid down in the Company’s Articles of Association (Articles 22-24); the activities of the Supervisory Board observe the Rules of Procedure. Both documents are available on the Company’s website (see also sub-section Transparency and open information policy).
The Audit Committee (AC) of the Company held four meetings in 2010, which was in accordance with the Company’s Articles of Association for a minimum number of meetings during the course of a calendar year. The practice to call AC meetings on the same date as the regular meetings of the Supervisory Board has proven convenient as it lays foundations for the development of a close information exchange between these two bodies, especially in those areas in which their authority overlaps. The system allows the members of the Supervisory Board to use outcomes and conclusions from the AC meetings as a resource for the discussion of matters on the agenda of the Supervisory Board. The original personnel composition of the AC from 2009 (see the Company’s 2009 Annual Report, sub-section Organisation of Corporate Governance) incurred changes, both by the decision of the Ordinary General Meeting held in May 2010, which recalled Ángel Vilá Boix from this body and elected María Eva Castillo Sanz in his stead, and the death of the AC member Enrique Used Aznar in September 2010 (the open position left by him remained vacant). At the July meeting of the AC, María Eva Castillo Sanz was elected Vice-Chairman of the committee. Section Supervisory Board. gives a full account of all personnel changes in the Audit Committee in the given period, including its present personnel composition as at 15 March 2011 and the professional résumés of all members of this body. The requirements of independence of the audited entity and a minimum experience of three years in the practice of accounting or statutory audit stipulated in the Act on Auditors (Act No. 93/2009 Coll., implementing the Directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006 on statutory audits of annual accounts and consolidated accounts, amending Council Directives 78/660/EEC and 83/349/EEC and repealing the Council Directive 84/253/EEC) have been met by María Eva Castillo Sanz, member of the AC.
The rules for the remuneration of AC members, as well as the rules governing the granting of discretionary benefits to members of governing bodies, which were approved by the Ordinary General Meeting of the Company held in 2009, remained unchanged in 2010. Both documents are available on the Company’s website (see also sub-section Transparency and open information policy). A detailed description of these rules is given in the Company’s 2009 Annual Report (sub-section Organisation of Corporate Governance). In 2010, AC members collected pecuniary income of CZK 2,041,898 and in-kind income equivalent to CZK 1,523,487 from the Company, of which CZK 321,000 was the pecuniary income for their membership in the AC and no in-kind income. The committee members did not receive any pecuniary or in-kind income from entities controlled by Telefónica O2 in 2010. In 2010, all AC members were bound to the Company by an agreement for the discharge of office of a member, which contained a non-competition covenant which applies also for the period after the office is terminated. A detailed description of the non-competition covenant from the agreement on the discharge of office of an AC member is given in the Company’s 2009 Annual Report (sub-section Organisation of Corporate Governance).
The decision making procedure at meetings of the Audit Committee is laid down in the Company’s Articles of Association (Articles 26c-26e); the activities of the Audit Committee observe the Rules of Procedure. Both documents are available on the Company’s website (see also sub-section Transparency and open information policy).
As part of performing internal controls in the area of financial reporting, the Company has implemented the key requirements of the Sarbanes-Oxley Act (SOX), which it is bound to respect – principally as a result of the fact that the shares of the parent Telefónica, S.A. are listed on the US capital markets. Twice a year the Company performs an evaluation of its internal controls in the area of financial reporting in the scope of the regulatory framework introduced by SOX Section 404, including an evaluation of the controlling mechanism in the area of the Company’s information systems that could have a potential impact on the financial statements. The audits verify the standard of the description, configuration and form of walkthrough tests and compliance tests of transactions, as well as the effectiveness of controlling mechanisms in the area of financial reporting. The audit results are discussed with the external auditor of the Company.
The audits performed in 2010 concluded that the internal controls, as applied, were of a standard which meets the SOX requirements. The quarterly declaration of the management (Chief Executive Officer and Director, Finance Division) attesting to the veracity of the information contained in the financial statements, implementation and application of effective controls, and other matters required by SOX Section 302 (including the information about any changes in the Company’s accounting policy, one-off/extraordinary or material items having an impact on the Company’s results for the quarter in question, and the overview of material reserves created by the Company in order to cover for its contingent risks and liabilities – e.g. from litigation) form an integral part of the SOX compliance procedures in the general area of Corporate Governance. The above documents are presented internally to the Board of Directors and to the Audit Committee for review and discussion.
In 2010, the internal audit and risk management function in the Company continued to be developed; the organisation of these functions (which are consolidated into one organisation unit), the line management of the Chief Executive Officer and the functional subordination of Internal Audit (in accordance with the International Standards for the Professional Practice of Internal Auditing) to the Audit Committee and the Board of Directors remained as before.
Internal Audit represents an important instrument of Corporate Governance and it provides the Company’s governing and executive bodies with independent and professional assessment of the Company’s internal control system and the situation and trends in the given area compared to current best practice, the rules and regulations in force, and work orders and instructions issued. In 2010, Internal Audit & Risk Management carried out 42 audits and controls (including the regular audit of internal controls required by SOX 404) as per the annual plan of Internal Audit or as mandated by the governing bodies and the Chief Executive Officer. In addition to performing audits and controls in Telefónica O2, the Internal Audit unit also acts as internal auditor of Telefónica O2 Slovakia and other subsidiary companies in the group of Telefónica O2 Czech Republic. The audit conclusions were used by the management to formulate actions to redress the issues identified.
Internal Audit monitors the implementation of such actions and reports to the governing bodies and the executive management. The activities of Internal Audit and its main processes are laid down in the Internal Audit Charter of Telefónica O2, which also stipulates the principle of independence of the Internal Audit function and the principle of objectiveness of internal auditors. The work of Internal Audit is monitored on a regular basis by the Audit Committee which discusses audit reports and other reporting presented by Internal Audit. The Statute of Internal Audit stipulates the Audit Committee’s participation in the preparation and approval of the annual plan of internal audits; the Audit Committee also approves the annual budget of Internal Audit and its annual performance evaluation. The director of Internal Audit & Risk Management has full access to the Audit Committee and is present for the discussion of audit reports and other outputs of Internal Audit & Risk Management at meetings of the governing bodies of the Company.
In 2010, the Company continued in the development of its risk management function and in its harmonisation with the methodology and practice in the global Telefónica Group, which creates more space for the sharing of experience and knowledge in the area of mitigation of specific risks with the parent company and other members of the Group. The risk management system covers all areas of operations of Telefónica O2, including its subsidiary Telefónica O2 Slovakia, and provides for the identification, assessment, mitigation of their impacts and further monitoring of their development. The Board of Directors and the Supervisory Board receive regular monthly reports containing information about key risks and their development over time. The Audit Committee is concerned with the risk management primarily from the point of assessing its effectiveness and adequacy (whether the key risks of the Company are adequately identified and managed); to this end, the committee receives regular reports from the Risk Management Unit of Telefónica O2 Czech Republic Group, and information about the methods used, the processes of risk management, etc. Members of the said bodies have equal and full access to the risk management reports and the risk register of Telefónica O2 and its subsidiary Telefónica O2 Slovakia.More information about risk management is given in sub-section Risk management of the Annual Report.
An electronic platform, the so-called CG Portal, is operated and continually developed in Telefónica O2 Czech Republic. It supports the exercise of powers of all governing bodies and provides for efficient administration of Corporate Governance in Telefónica O2 Czech Republic Group. The portal is available on the Company’s intranet and also remotely to users with the access privileges. This tool performs several functions; the key ones include the function for convening meetings (including the distribution of resource documents), dissemination of the latest information and regular reporting to members of governing bodies and committees between meetings. Last but not least, the CG Portal serves as a digital archive for all documents in the area of corporate governance. The portal is bi-lingual (in Czech and English), and the majority of documents in the field of corporate governance is systematically published in both languages.. The instrument confers equal access to archived and current documents and information to all members (executive and non-executive) of the relevant governing bodies, irrespective of any local or time limitations. In addition to the minutes of meetings, the system also stores internal audit reports and risk reports, information about the Telefónica O2 Czech Republic Group and its subsidiaries, etc. The portal is currently used also as a platform for supporting and administrating other activities in the general sphere of corporate governance. It is mainly the agenda of the Business Principles (including the operation of a confidential whistle-blowing channel for reporting of suspected ethical malpractices) .The results achieved in this area in 2010 are recapitulated in sub-section Business Principles.
For the sake of expedient and effective acquaintance with the Company, new members of the Board of Directors, Audit Committee, the Supervisory Board and its committees have, already upon assuming their function, a special set of comprehensive and structured Corporate Governance information and documents available to them, as well as having access to all other current and archived documents which they may require for the due discharge of their function. The information is disseminated via the CG Portal.
Telefónica O2 has a position of Company Secretary is at the executive level in the new Corporate Governance Model of Telefónica O2 formally combined with that of General Counsel (Director, Legal & Regulatory Affairs).
Shareholder relations
A strict compliance with all the statutory rights of shareholders, commitment to the principle of equal treatment of all shareholders of a similar standing, while respecting the specific statutory rights of minority shareholders belong among the key guiding principles of Corporate Governance of Telefónica O2. The majority shareholder of Telefónica O2, which is Telefónica, S.A. (see sub-section Company policy towards stakeholders), exercises its rights in Telefónica O2 through its voting rights at the Company’s General Meetings.
The Company is scrupulous about the timely and full information to all shareholders about the developments in the Company, its financial results and business plans; in doing so, the Company has always strived and managed to exceed the scope of minimum statutory disclosure. The Company uses it website as the main platform for communication (section About Us). The Company publishes regular press releases with the quarterly financial results and announces all significant events and developments.
When organising General Meetings, the Company proceeds in a way that guarantees the compliance with all the statutory conditions and with the Company’s Articles of Association, whilst observing to the maximum extent possible the requirements of the Code which concern the rights of shareholders and their fair treatment. The Company publishes the date of the General Meeting sufficiently in advance on its website; the date, time and location of the General Meeting are chosen on the merit of ready access and availability. The Rules of Procedure of the General Meeting are approved at each meeting of the governing body. The text of the Rules of Procedure has not changed in several years; during this time, the shareholders have not made any motions to amend the Rules of Procedure. The Rules of Procedure allow shareholders to participate effectively in decision-making on fundamental changes in the Company and to ask questions and seek information on matters included on the agenda of the General Meeting. The Rules of Procedure of the General Meeting contains the following main provisions:
— Shareholders can exercise their rights at the General Meeting either in person or by proxy; they can vote on the proposed items on the agenda, receive, in accordance with the Commercial Code, explanations in matters relating to the Company, or any undertakings controlled by it, as the case may be, provided the explanation is necessary for understanding the matter addressed by the General Meeting, and they also have the right in accordance with the Commercial Code to raise proposals an counterproposals. Shareholders may lodge a protest against a decision of the General Meeting and demand that it be recorded in the Minutes of the General Meeting.
— As a rule, any requests for explanation, proposals, counterproposals and protests are made by shareholders usually in writing, and filed with the information centre. Upon making the motion it must be specified whether it is a request for explanation, proposal, counterproposal or a protest. Any requests for explanation, proposals, counterproposals and protests submitted in writing must be legibly undersigned by the shareholder in question or their proxy.
— In keeping with the Commercial Code and the Company’s Articles of Association, the Board of Directors is obliged to provide an explanation upon request, in matters concerning the agenda of the General Meeting.
— At the General Meeting, a proposal by convener of the General Meeting is subjected to a vote first; if it is not passed, other proposals and counterproposals relating to the point in question are voted on, in the order in which they were submitted. As soon as a motion is passed, other counterproposals are not subjected to a vote. The Chairperson of the General Meeting is obliged to ensure that, prior to voting at the General Meeting, the shareholders are informed of all proposals and counterproposals made by shareholders in relation to the item of the agenda of the General Meeting which is put to a vote.
During both General Meetings of the Company held in 2010, the shareholders had all the necessary documents in print form, in two languages (Czech and English). All the documents for the General Meeting and other relevant documents (e.g. the Company’s Articles of Association) were available to the shareholders also at the information centre which the Company operates for its shareholders at every General Meeting. Each point on the agenda was voted on separately, after the discussion on that point had been concluded. In addition to members of the Board of Directors, the Audit Committee and of the Supervisory Board (its committees), the representatives of the Statutory Auditor were also available to take questions from shareholders throughout the General Meeting. A public notary was present for the whole duration of the General Meeting.
All motions (questions, requests for explanation, counterproposals and proposals) made by shareholders during the Ordinary General Meeting of 7 May 2010 (twenty three in total) and during the Extraordinary General Meeting of 10 September 2010 (one in total) were adequately addressed by the members of the Board of Directors and subsequently they were, together with the answers, recorded in the Minutes of the General Meeting. Shareholders did not raise any questions to the Audit Committe or Supervisory Board members, the chairpersons of the Supervisory Board committees and to representatives of the Statutory Auditor.
Transparency and open information policy
Telefónica O2 scrupulously and diligently complies with all national and community laws and the principles of the Code. In line with its mandatory duties and voluntary commitments, Telefónica O2 continually and pro-actively provides shareholders and investors with all vital information on its business, financial standing, ownership structure and governance issues. Furthermore, the Company is very scrupulous in seeing that all price-sensitive information and facts are disclosed in a full and timely manner. The Company also publishes various information beyond the scope of the disclosure duties on its website, and intends to continue its open information policy toward shareholders. The Company strives to provide the shareholders and investors with everything they may need for making qualified decisions regarding the ownership of the Company stock, and in voting at General Meetings. To this end, the Company uses various information channels and instruments, which, in 2010 included print media (Commercial Bulletin, the business daily Hospodářské noviny, annual and half-year reports, etc.), but more importantly the means of electronic communications, especially the Company website. The website (particularly the section About Us) provides investors and shareholders with all corporate documents and various information about the Company in the Czech and English languages. The Company regards the electronic platform for disseminating information as key, especially since many of its shareholders are foreign legal and natural persons; the website facilitates access to information about the Company, especially for the international institutional investors and for small shareholders. This in turn improves their opportunities for their active, effective and valid participation in the decisions relating to the matters of the Company.
The policy of transparency dictatesabout the remuneration of members of the Board of Directors and the Supervisory Board of the Company (and of the Supervisory Board committees). This matter is addressed in detail in section Rules for the remuneration of persons with executive powers in the issuer, which describes and explains the principles of the system for the remuneration of members of the Board of Directors and the Supervisory Board , and iterates other emoluments provided by the Company to these persons (a similar information concerning the members of the Audit Committee is disclosed in sub-section Organisation of Corporate Governance). The subsequent section (Other information relating to persons with executive powers) gives an account of benefits claimed in the past period (in the case of AC members, the information is given in sub-section Organisation of Corporate Governance). The Company’s website contains the current and previous versions of documents in this area (Rules for the Remuneration of Members of the Board of Directors, Rules for the Remuneration of Members of the Supervisory Board, Rules for the Remuneration of Members of the Audit Committee, Rules for Provision of Non-Claim Perquisites to Supervisory Board Members,Rules for Provision of Non-Claim Perquisites to Audit Committee Members).
In line with its Business Principles, Telefónica O2 practices zero tolerance of conflicts of interest. The procedures for the consideration and decisions in the governing bodies are aligned in a way that prevents members of the governing bodies from voting on matters which could compromise their impartiality (affiliated transactions). Potential conflicts of interests stemming from membership in the governing bodies of other companies, involvement in commercial transactions and other defined situations are subject to a regular review by the Ethics and Corporate Social Responsibility Committee (see sub-section Committees established by the governing bodies of the Company below).
The Company is scrupulous about the prevention of insider trading for unlawful personal enrichment in trading in the Company’s shares; in this respect, it is compliant with the applicable community and Czech laws, as well as with the rules adopted by the UK Financial Services Authority. The Company has adopted a strict internal policy, which sets the limits for the disposal of shares issued by the Company or by undertakings that it controls. Telefónica O2 keeps a regularly updated list of persons who would qualify as insiders in possession of such information.
Committees established by the governing bodies of the Company
The Supervisory Board committees have been an integral part of the Company’s system of Corporate Governance since 1996 and continue to play a major role in discharging the powers of the Supervisory Board. In the definition of the remit and role of the committees, the Company observes the Code and the Commission Recommendation 2005/162/EC on the role of the Supervisory Board committees of listed companies, which was amended by Recommendation 2009/38/EC from April 2009. Basic information about the committees established by the Supervisory Board is given in section Governing bodies.
The decision making procedure at meetings of the committees of the Supervisory Board is laid down in the Company’s Articles of Association (Article 26); the activities of the committees observe the Rules of Procedure. All documents are available on the Company’s website (see also sub-section Transparency and open information policy).
The Nomination and Remuneration Committee (NRC) has five members and is, as per the Company’s Articles of Association, a mandatory committee of the Supervisory Board. The committee reviews in particular all matters relating to personnel changes in the Board of Directors, the Audit Commitee, the Supervisory Board and the Supervisory Board committees. The committee also gives a standpoint on any nomination proposals for vacancies in the governing bodies of members of the Telefónica O2 Czech Republic Group. The NRC’s remit extends to reviewing the remuneration and other benefits granted to members of the Board of Directors, the Audit Committee and the Supervisory Board. The committee continually monitors and assesses the performance of members of the Board of Directors, the Audit Committee the Supervisory Board and its committees; in this respect, the NRC also it also assesses the need for and promotes further education of members of the governing bodies, in particular in professional disciplines and languages. The committee held three meetings in 2010. As at the end of the year, the committee had the following members: Jaime Smith Basterra, Chairman; Alfonso Alonso Durán, Vice-Chairman; Luis Lada Díaz, Guillermo José Fernández Vidal and María Eva Castillo Sanz, members. Jaime Smith Basterra left the NRC as a consequence of his resignation from the membership in the Supervisory Board in February 2011, and Anselmo Enriquez Linares was elected in his stead.
The Ethics and Corporate Social Responsibility Committee (ECSRC) is a voluntary committee of the Supervisory Board with six members, whilst observing the rule that a half of the ECSRC’s members are always Supervisory Board members elected by the employees, and the other half Supervisory Board members elected by the General Meeting. Every year, the committee addresses the issue of a potential conflict of interest; members of the Board of Directors, the Audit Committee, the Supervisory Board, Company’s executive management and members of the governing bodies in subsidiary companies are examined in this respect. The ECSRC regularly monitors compliance with the Company’s Business Principles, and the functioning of the confidential help facilities, and it is regularly informed about the activities undertaken as part of the Compliance Programme for the prevention of the risks of unethical conduct. Another primary area of interest for the ECSRC is the promotion of Corporate Social Responsibility. The committee held two meetings in 2010. The personnel composition of ECSRC did not change during 2010. As at the end of 2010, the ECSRC had the following members: Pavel Herštík, Chairman; Dušan Stareček, Vice Chairman; Jaime Smith Basterra, Tomáš Firbach, Luis Lada Díaz and Guillermo José Fernández Vidal, members. María Eva Castillo Sanz was elected to the committee in February 2011 to fill a vacancy left after the resignation of Jaime Smith Basterra from the Supervisory Board.
Company policy towards stakeholders
Telefónica O2 values Corporate Social Responsibility (CSR) as an integral part of its operations and business. Given the scope and volume of the Company’s CSR initiatives, the Annual Report now contains a separate section (6) dedicated to Corporate Social Responsibility.
The figures and information relating to matters under Sections 118(5a)-118(5l) of the Act No. 256/2004 Coll., the Capital Market Undertakings Act (CMUA):
a) Information about the issuer’s equity capital structure, including shares not admitted for trading on the regulate market in a European Union Member State, including any potential qualification of different types of shares or similar securities representing a share in the issuer, and the share in the share capital of each type of share or similar security representing a share in the issuer
The equity structure of Telefónica O2 as at 31 December 2010 was as follows:
The Company’s share capital as at 31 December 2010 was CZK 32,208,990,000 and was fully paid up.
The share capital is made up of the following shares:
A. Type: ordinary
Form: registered
Kind: booked
Number of shares: 322,089,890 shares
Nominal value: CZK 100
Total volume of issue: CZK 32,208,989,000
ISIN: CZ0009093209
B. Type: ordinary
Form: registered
Kind: booked
Number of shares: 1 share
Nominal value: CZK 1,000
Total volume of issue: CZK 1,000
ISIN CZ0008467115
As of the effective date of the agreement on the transfer of shares between Telefónica S.A. (Telefónica) and the National Property Fund of the Czech Republic, the registered share (ISIN CZ0008467115) has lost the special rights which were attached to it pursuant to the provisions of Article IV (2) of Act No. 210/1993 Coll., amending Act No.92/1991 Coll., on the conditions of transfer of state property to other entities, as amended.
By decision of the Extraordinary General Meeting of 10 September 2010, the form of all ordinary shares in the nominal value of CZK 100 (ISIN CZ0009093209) issued as bearer shares was changed to registered shares. The change of the form of shares was entered in the Commercial Register on 13 September 2010.
The rights and obligations related to the registered share which represents a share in Telefónica O2 are set out in Article 5 of the Articles of Association of the Company.
The bearer shares in the nominal value of CZK 100 were listed for trading on the following markets:
A full wording of the Terms and Conditions of the Share Issue – the document which is the source of this summary – is available at the registered address of the security issuer.
The registered share in the nominal value of CZK 1,000 was not listed for trading on any regulated market in a European Union Member State.
b) Information about transferability of securities
Only the statutory requirements need to be met for a transfer of shares and Global Depository Receipts. The Company’s Articles of Association impose no further restrictions on the transferability of the shares and there are no other restrictions for reasons that would be on the part of the Company.
c) Information about significant direct and indirect shares in the voting rights of the issuer
Key shareholders of Telefónica O2 as at 31 December 20010:
As at 31 December 2010, the share of Telefónica, S.A., in the voting rights of Telefónica O2 Czech Republic, a.s., according to the provision of Section 122 of the Capital Market Undertakings Act was 69.41%.
d) Information about the holding of shares with special rights, including the description of these rights
The Company has not issued any securities with special rights, only ordinary shares as per point (a) above.
e) Information about restrictions of voting rights
Voting rights are attached to all shares issued by the Company and may be restricted or excluded only in instances set out in the law. The Company is not aware of any such statutory restriction or exclusion of voting rights. The Company’s Articles of Association do not stipulate any restriction of voting rights; there are no other restrictions for reasons that would be on the part of the Company.
f) Information about agreements between shareholders or owners of securities representing a share in the issuer, which could restrict the transferability of shares or similar securities representing a share in the issuer, or of voting rights, if such information is known to the issuer
The Company has no knowledge of any agreements between shareholders which could restrict the transferability of shares or voting rights.
g) Information about special rules for the election and recall of the statutory body, amendment to the articles of association or similar document of the issuer
Members of the Board of Directors are elected and recalled by the General Meeting of the Company. The eligibility conditions for election to the Board of Directors are laid down in the law; the Articles of Association do not contain any restriction beyond the statutory scope; there are no other restrictions for reasons that would be on the part of the Company.
Two thirds of members of the Supervisory Board are elected and recalled by the General Meeting of the Company; one third is elected and recalled by the Company’s employees. The eligibility conditions for election to the Supervisory Board are laid down in the law; the Articles of Association contain only a single condition beyond the statutory scope – that the Chief Executive Officer may not be elected as member of the Supervisory Board. There are no other restrictions for reasons that would be on the part of the Company.
h) Information about special powers of members of the statutory body, in particular about their authorisation as per Sections 161a and 210 of the Commercial Code
Members of the Board of Directors hold no special powers; some acts by the Board o Directors require, as per Article 14(4) of the Company’s Articles of Association, a previous consent by the Supervisory Board.
i) Information about important contracts, which the issuer is a party to and which will come into effect, change or expire upon a change in the issuer’s control as a result of a take-over bid, and about the effects thereof, with the exception such contracts whose disclosure would bear a serious harm for the issuer, which, however, does not reduce other duties of disclosure of such information under this law or under other laws
The Company has not entered into any contracts that will come into effect, change or expire upon a change in the issuer’s control as a result of a take-over bid.
j) Information about contracts between the issuer and the members of the statutory body or employees, by which the issuer is bound in the event of the termination of their office or employment in connection with a take-over bid
No contracts were concluded between the Company and the members of its Board of Directors or its employees, by which the Company would be bound in the event of the termination of their office or employment in connection with a take-over bid.
k) Information about any programmes based on which the employees and members of the statutory body of the company can acquire shares, share options or other rights at preferential terms, and about how the rights associated with these securities are exercised
No programmes exist for members of the Board of Directors or employees of the Company based on which they could acquire shares, share options or other rights at preferential terms.
l) Information about payments remitted to the state for mining licences, provided the core business of the issuer is in the mining sector
With regard to the fact that the Company has no business in the mining sector, this declaration is not applicable.
Annual Report 2010 / Telefónica Czech Republic, a.s.
Corporate governance
Annual Report 2010 / Telefónica Czech Republic, a.s.
Audit committee
Telefónica O2 Czech Republic, a.s.
Audit Committee Chairman
Consumer Division
Director,
Consumer Division
Legal & Regulatory
Affairs Division
Director, General Counsel & Company Secretary
Business Division
Director,
Business Division
Corporate governance
Annual Report 2010 / Telefónica Czech Republic, a.s.
Support Services Division
Director,
Support Services Division
Marketing Division
Director,
Marketing Division
General Meeting
Telefónica O2 Czech Republic, a.s.
Supervisory Board
Telefónica O2 Czech Republic, a.s.
Supervisory Board Chairman
Board of Directors
Telefónica O2 Czech Republic, a.s.
Board of Directors Chairman
Chief Executive Officer
Telefónica O2 Czech Republic, a.s.
Human Resources Division
Director,
Human Resources Division
Operations Division
Director,
Operations Division
Corporate Affairs
Director,
Corporate Affairs
Strategy & Business
Development Division
Director,
Strategy & Business
Development Division
Supervisory Board Committees
Internal Audit
& Risk Management
Director Internal Audit
& Risk Management
Basic information:
Trading in Telefónica O2 shares in 2010
In 2010, Telefónica O2 once again ranked among the most important companies on the Czech capital markets according to market capitalization and trading volumes. The total volume of trades in company shares on the main stock market of the Prague Stock Exchange (PSE) in 2010 was CZK 43.0 billion compared to CZK 65.7 billion in 2009. Trading in Telefónica O2 Czech Republic shares, measured by the total volume of shares traded, made up 11% of all trades on the PSE stock market. Telefónica O2 shares were the fourth most traded issue on the PSE in 2010. The average daily volume of trades in company shares in 2010 was CZK 166.7 compared to CZK 258 million in 2009.
As at 30 December 2010 (the last trading day on the PSE in 2010), the market capitalization reached CZK 122.9 billion, ranking Telefónica O2 fifth on the PSE stock market. The share price of Telefónica O2 on the last PSE trading day in 2010 reached CZK 381.5 resulting in a decline of 8.73% when compared with the previous year. The share price reached its maximum of CZK 452.5 on 17 February 2010, and its minimum of CZK 369 on 24 November 2010. The average share price in 2010 was CZK 416.2, compared to CZK 430.6 in 2009.
The above-average dividend yield, aided by the high free cash flow generation and a low level of debt, shares of Telefónica O2 still make a very attractive investment opportunity.
Trading in Telefónica O2 shares against the PX Index in 2010
Dividends
At the Annual General Meeting of 21 April 2008 held in Prague, the shareholders approved a dividend payment from the 2007 net profit and part of the reserve fund that can be applied by the Company at its sole discretion, in the total amount of CZK 16.104 billion, i.e. CZK 50 per share of nominal value of CZK 100 and CZK 500 per share of nominal value CZK 1,000, before tax. The record day for the payment of dividends was 17 September 2008 and the disbursement date 8 October 2008.
At the Annual General Meeting of 3 April 2009 in Prague, the shareholders approved a dividend payment from a part of the 2008 net profit and a part of the retained earnings from previous years in the total amount of CZK 16.104 billion, i.e. CZK 50 per share of nominal value of CZK 100 and CZK 500 per share of nominal value of CZK 1,000, before tax. The record day for the payment of dividends was 9 September 2009 and the disbursement date 7 October 2009.
At the Annual General Meeting of 7 May 2010 in Prague, the shareholders approved a dividend payment from a part of the 2009 net profit and a part of the retained earnings from previous years in the total amount of CZK 12.884 billion, i.e. CZK 40 per share of nominal value of CZK 100 and CZK 400 per share of nominal value of CZK 1,000, before tax. The record day for the payment of dividends was 8 September 2010 and the disbursement date 6 October 2010.
Dividend policy
The Company does not have an official long-term dividend policy at present. The Company has indicated several times that it did not intend to retain surplus cash. In the following periods, the Board of Directors will make annual proposals for the payment of dividend, based on a diligent analysis of the current and future performance of the Company, including the projected future cash flows and investments, business development costs and acquisition costs. This approach is in line with the investment strategy of directing investment into pro-growth areas, such as fixed and mobile broadband internet, IPTV, mobile services, business and ICT solutions for the government and the corporate segment and the development of the mobile operation in Slovakia.
Details of patents or licenses, industrial, commercial
or financial contracts which have a significant bearing
on the business
1) Patents and licences
Telefónica O2 has licence agreements for the following software products: application middleware (BEA), database environment (Oracle), operating systems (Hewlett-Packard, SUN and Microsoft), workstation software (Microsoft), CRM using Siebel SW (Oracle), customer care and billing software (Amdocs and LHS) and enterprise resource planning software ERP (SAP).
2) Industrial and commercial contracts
Telefónica O2 maintained a diverse portfolio of technology suppliers in 2010. The main objective of the Company with respect to the contracted suppliers was to have competition on the supply side. All principal technology supply contracts are awarded by tender.
In 2010, the main suppliers of technology and related services to the Company were IBM Česká republika, Alcatel Czech, AutoCont CZ, Vegacom, Siemens, Accenture Central Europe B.V., Indra, DNS, NextiraOne Czech, Amdocs Development Limited, LHS, Hewlett-Packard and Huawei Technologies Co.
3) Financing agreements
Financial obligations as at 31 December 2010 divided into short-term and long-term (in CZK million):
Loans, bonds issued and other financial obligations:
EUR/CZK exchange used in the table for conversion purposes (as at 31 December 2010) is CZK 25.060/EUR.
The above loan and the other financial obligations were repaid in accordance with the relevant loan agreements or the Terms and Conditions of Issue. As at 31 December 2010, Telefónica O2 had no overdue loan obligations.
Bonds issued by Telefónica O2
As at 31 December 2010, no bond issue was made under the bond programme.
Investments
Main investments made by Telefónica O2 in the last two accounting periods (in CZK million):
In 2010, the Company continued to implement an adequate investment policy, which clearly favours the development and support of customer-oriented technologies with a growth potential for the future, and investments leading to a greater operating efficiency. As in the previous year, Telefónica O2 invested into projects aimed at internal integration of mobile and fixed line services.
The structure of investment expenditure reflected the existing customer demands for new trends in telecommunications services with a high standard and quality of execution, and the efforts to complete the integration processes for the delivery of convergent services, aimed at the strengthening of our market position of the converged operator.
The mobile segment was dominated by investments in the development of the Mobile Broadband in line with the Company’s strategy (3G + EDGE); at the end of 2010, the 3G and EDGE coverage extended to 42.5% and 98%, respectively. The expansion of the 3G network was accompanied by related investments into the existing 2G network. In the fixed line segment, investments were directed mainly at boosting the speed, availability and quality of ADSL, IPTV, Voice over IP and value added services.
As far as business solutions are concerned, the volume of investment copied the projects executed for customers; data connectivity and ICT projects continued to dominate this segment. The flagship business and government solutions projects in 2010 included the ongoing implementation of the data box information system for the public sector and investments in the expansion of the capacities in the hosting centre in Hradec Králové.
Investments in information systems, where the pursuit of an enhanced customer experience and the foundations for new products and services (e.g. investments in the CRM systems and the new online portal through which customers can keep track of all their services and which allows for more targeted and effective marketing of new offers) were the common denominator, tallied with the strategy of convergent process integration. Customer experience improved also with the implementation of a project to reduce the number of complaints and claims from customers.
In Slovakia, the construction of a proprietary network continued, and investments went also into quality improvements of the existing CRM system, electronic applications and a new business segment proposition. Investments in the GSM network were carried out as per the licence and system development requirements. By the end of 2010 Telefónica O2 Slovakia had 965 BTS in operation, of which 48 were commissioned during 2010. The network of Telefónica O2 Slovakia covered almost 95% of the population
Key investments in the future
In the period 2011-2012, the Company will continue to implement the standard investment policy for the telecommunications sector, which favours performance increases and the implementation of progressive technologies and customer approaches, aimed at achieving the Company’s overall general strategy and increasing the market share in the Slovak telecommunications market.
A key project in the Czech Republic is the country-wide deployment of the Mobile Broadband technology, which will considerably improve the quality, effectiveness and availability of telecommunication and data services. In the fixed data segment, the Company plans to focus on the development of xDSL technology.
Fees paid to auditors in the accounting period
The cost of external audit activities performed by Ernst & Young for Telefónica O2 in 2010:
Financial calendar
Date of release of the running financial results
Institutional investors and shareholders please contact
Investor Relations
Tel.: +420 271 462 076, +420 271 462 169
Fax: +420 271 463 566
E-mail: investor.relations@o2.com
URL: http://www.cz.o2.com/osobni/cz/o_nas/investor_relations/index.html
Address: Telefónica O2 Czech Republic, a.s.
Za Brumlovkou 266/2
140 22 Praha 4
Luis Antonio Malvido, Chairman of the Board of Directors and Chief Executive Officer of Telefónica O2 Czech Republic, a.s.
Jesús Pérez de Uriguen, 1st Vice-chairman of the Board of Directors and Director, Finance Division of Telefónica O2 Czech Republic, a.s.
hereby declare that, to their best knowledge, the consolidated Annual Report gives a true and faithful reflection of the financial situation, business activity and the results of the Company and its consolidated whole for the past accounting period, and of the outlook on the future development of the financial situation, business activity and the results.
Luis Antonio Malvido Jesús Pérez de Uriguen
Chairman of the Board of Directors 1st Vice-chairman of the Board of
and Chief Executive Officer Directors and Director, Finance Division
Annual Report 2010 / Telefónica Czech Republic, a.s.
Appendix:
Report of the Board of Directors
of Telefónica O2 Czech Republic, a.s.
on relationships between the controlling and the controlled entity and on relationships between the controlled entity and other entities controlled by the same controlling entity for 2010
(pursuant to provisions of Section 66a art. 9, of Act No. 513/1991 Coll., the Commercial Code).
Contents
List of companies directly or indirectly controlled by Telefónica, S.A. in the period from 1 January 2010 to 31 December 2010;
Part A Applicable period
The report pursuant to Section 66a article 9, of the Commercial Code, on relationships between the controlling and the controlled entity and on relationships between the controlled entity and other entities – interconnected entities controlled by the same controlling entity (Report) is compiled for the last accounting period, i.e. for the period started on 1 January 2010 and ended on 31 December 2010
Part B Entities forming a holding
Section I. Identification details of the controlled entity – Telefónica O2 Czech Republic, a .s. (hereinafter referred to as “Company“)
The company is registered in the Commercial Register of the Municipal Court in Prague, Section B, Enclosure 2322.
Registration date: 1 January 1994
Corporate name: Telefónica O2 Czech Republic, a.s.
Registered address: Prague 4, Michle, Za Brumlovkou 266/2, PSČ 140 22
Identification number: 60 19 33 36
Legal form: Joint-stock company
Section II. Identification details of the controlling entity
Controlling entity: Telefónica, S.A.
Registered address: Gran Vía, 28, 28013 Madrid, Spain
Identification number: A 28015865
The controlling entity held shares of the controlled entity in the aggregate nominal value of 69.41% of the registered capital of the controlled entity.
Overall summary of shares in Telefónica O2 Czech Republic, a.s.:
Section III. Interconnected entities
Entities controlled by Telefónica, S.A.:
The list of entities controlled directly or indirectly by Telefónica, S.A. forms Appendix to this Report. The list was compiled from inputs from Telefónica, S.A. and verified using information from Commercial Registers or other available data.
Part C Contracts and agreements between the controlled entity
and the controlling entity and contracts and agreements between
the controlled entity and other interconnected entities including
details of performance and counter-performance provided
thereunder
In the applicable period following contracts, between the controlled entity and the controlling entity and other interconnected entities, were entered into: on provision of IT services (guaranty and post-guaranty service and system support), contract on IT outsourcing, contracts on provision of telecommunication services (carrier capacity), on sale and installation of telecommunication technology, on telecommunication network quality assurance, deposit agreement, contract on provision of the management support, contract on sharing of IP rights, on provision of the group email service and SW security, insurance contracts, contract on employment of the global wholesale prices of the roaming services, contact on provision of external call centers, contract on education and training of the employees abroad, derivative transaction contract (ISDA agreement) and human resources service agreement.
These contracts were entered into either with the controlling entity Telefónica, S.A. or with the interconnected entities hereunder: Telefónica O2 Business Solutions, spol. s r.o., TELEFONICA GLOBAL TECHNOLOGY S.A. UNIPERSONAL, CZECH TELECOM Austria GmbH, CZECH TELECOM Germany GmbH, Telefónica O2 Slovakia, s.r.o., Telfisa Global, B.V., O2 Holdings Ltd., Altair Assurances, S.A., Telefónica O2 UK Ltd., Telefónica Global Roaming GmbH, Atento Česká republika a.s., Telefónica Europe plc., Telefónica Finanzas, S.A. (TELFISA), Telefonica Europe People Services Ltd.
Details of contracts concluded are regarded as a trade secret by the controlled entity, according to the Commercial Code and other internal governance documents. The controlled entity has not suffered any damage in connection with contracts and agreements concluded in 2010 between the controlled entity and controlling entity and between controlled entity and other interconnected entities, under which performance and counter-performance was given, or in connection with provision of performance and counter-performance in 2010 under contracts and agreements concluded prior to 1 January 2010. Performance provided under the above contracts were always corresponding to usual market conditions for third parties´ services regarding price and quality while in various occasions the Company has benefited from synergies and possibility to participate on globally negotiated conditions in many areas.
Part D Other legal acts between holding entities
in the accounting period 2010
In accounting period 2010, no other unilateral or other legal acts were made by the controlled entity in the interest of or instigated by these controlling or interconnected entities, resulting in a damage or profit, advantage or disadvantage to the controlled entity.
Part E Measures between holding entities
in the accounting period 2010
In accounting period 2010, no measures were taken by the controlled entity in the interest of
or instigated by these controlling or interconnected entities, resulting in a damage or profit,
advantage or disadvantage to the controlled entity.
Part F Conclusion
a) The Report was prepared by the Board of Directors of the controlled entity, Telefónica O2 Czech Republic, a.s., and approved at the meeting of the Board of Directors held on 16 March 2010.
b) The Report was prepared using data and information obtained from the controlling entity and other interconnected entities, other available documents, and using results of examinations of relationships between the controlled entity on the one hand and the controlling entity and other interconnected entities on the other hand. The Board of Directors of the controlled entity, Telefónica O2 Czech Republic, a.s., declares that it proceeded with due professional diligence of a manager when collecting the data and information.
c) With regard to the fact that the controlled entity, Telefónica O2 Czech Republic, a.s., is obliged by law to make an Annual Report pursuant to Act No. 563/1991 Coll., on accounting, as amended, this Report will be attached to the 2010 Annual Report. Shareholders will have the opportunity to read the Report at the same time and under the same conditions as the financial statements.
In Prague, on 16 March 2011
Telefónica O2 Czech Republic, a.s.
Board of Directors
Appendix
List of companies directly or indirectly controlled by Telefónica, S.A. in the period from 1 January 2010 to 31 December 2010
ADSL Asymmetric Digital Subscriber Line
ARPU an indicator – average monthly revenues from services per user, excluding roaming visitors
BlackBerry a mobile office solution from Telefónica O2 designed for mobile corporate customers
BTS Base Transceiver Station for relaying signal to mobile telephones
CDMA Code Division Multiple Access, a modern digital technology for wireless data and broadband internet
CSR Corporate Social Responsibility
CTO Czech Telecommunications Office
DSLAM Digital Subscriber Line Access Multiplexer; a gateway to the network of ADSL access provider
e-účet a service offering online access to the fixed line billing balance
EDGE Enhanced Data Rates for GSM Evolution, a mobile digital technology with a faster and more reliable data transmission
FTP File Transfer Protocol; a platform-independent protocol for the transfer of files between computers
GPRS General Packet Radio Service, a technology for mobile data transmission
GSM Global System for Mobile Communication; the most widely deployed digital wireless communication standard for the digital mobile system which globally uses frequencies of 450, 900, 1,800 and 1,900 MHz, and frequencies of 900 and 1,800 MHz in the Czech Republic
HSCSD High-Speed Circuit-Switched Data, a technology for mobile data transmission in the GSM network
HSDPA High Speed Downlink Packet Access, a superstructure technology for data transmission in the UMTS network, with speeds from 8 to 10 Mb/s
HTTP Hypertext Transfer Protocol; an internet protocol for exchanging hypertext documents and other HTML content
ICT Information and Communication Technologies
IFRS International Financial Reporting Standards
IMAP Internet Message Access Protocol an internet protocol for remote access to email
IP Connect a service for communication using the IP protocol
IPsec (IP security) a security enhancement to the IP protocol
IPTV Internet Protocol Television; a television signal broadcast over broadband networks using the IP protocol
IP VP N Internet Protocol Virtual Private Network, a service of intra-corporate data or voice over IP communication
LAN Local Area Network a local network for communication between computers in the network
LTE Long Term Evolution for UMTS; the latest concept of data transmission technology in the 3rd generation mobile networks
MMS a multimedia format for mobile data transmission
My Europe a mobile tariff of Telefónica O2, with free-of-charge incoming calls for roaming users
My Europe SMS a mobile tariff of Telefónica O2, with free-of-charge incoming calls for roaming users
NMT Nordic Mobile Telephony, a technology standard for mobile telephony networks using the 450 MHz frequency
O2 Business Unlimited a tariff of Telefónica O2 for business customers, offering unlimited calls to all fixed line and mobile network free of charge, as part of the monthly subscription
O2 Business Nonstop Max a tariff of Telefónica O2 for business customers, offering free calls within the O2 mobile network and to all fixed line networks in the Czech Republic
O2 Duo a converged service of Telefónica O2 combining unlimited calls to fixed line networks in the Czech Republic with O2 Internet ADSL or O2 TV, all as part of one monthly subscription
O2 Duo Mobil a converged service of Telefónica O2 combining, as part of one monthly subscription, O2 Internet ADSL and a mobile voice tariff; the fixed line rental fee is already included
O2 Fér a service of Telefónica O2 Slovakia, offering a single rate on calls and SMS for the customers of prepaid and contract services, without monthly subscription fee
O2 Internet ADSL a broadband internet access service of Telefónica O2, formerly branded O2 Internet Expres
O2 Internet Komplet a service of Telefónica O2 combining fixed line and mobile services
O2 Internet Mobil a CDMA mobile service of Telefónica O2
O2 [:kůl:] a service of Telefónica O2 with fee SMS
O2 Neomezená linka the first VoIP service of Telefónica O2 for business customers
O2 Neon a family of flat rate tariffs
O2 Trio a converged service of Telefónica O2 combining O2 Internet ADSL, O2 TV and unlimited calls to fixed networks in the Czech republic, all for one monthly fee
O2 TV an IPTV service of Telefónica O2; digital television over a fixed line
O2 TXT a mobile tariff of Telefónica O2 designed for prepaid customers who prefer to communicate via SMS and MMS
OIBDA Operating Income before Depreciation and Amortisation
Platí to Kvído a service of Telefónica O2 which lets customers call for free for a duration of one minute
POP3 Post Office Protocol version 3; an internet protocol used for downloading email messages by the client remotely from the server
RSU Remote Subscriber Unit
SMS Short Message Service; a format of short messages used in mobile telephony
UMTS Universal Mobile Telecommunications System; a standard for the so-called 3rd generation mobile networks
VoIP Voice over Internet Protocol
VPN Virtual Private Network
VPN Expres an IP VPN data service of the former ČESKÝ TELECOM; it is based on the ADSL access technology with aggregation, and the MPLS backbone network
WAN Wide Area Network; a wider computer network giving remote branches full access to data and providing for communication between the headquarters and the branches and within the branch network
WAP Wireless Application Protocol, a protocol for displaying selected web pages on a mobile telephone display
WiFi a local wireless network for accessing the internet
Annual Report 2010 / Telefónica Czech Republic, a.s.
Telefónica O2 Czech Republic, a.s.
Za Brumlovkou 266/2, 140 22 Prague 4, Czech Republic
Tel.: +420 271 411 111
Fax: +420 271 469 868
Telephone Service Centre: 800 02 02 02
CIN: 60193336
www.o2.cz
Annual Report 2010
© 2011
Published by: Telefónica O2 Czech Republic, a.s.
Concept, design, realisation: Dynamo design s.r.o.
Photographs of Company management: Marek Musil and archive of Telefónica O2 Czech Republic, a.s.
CAUTIONARY STATEMENT: Any forward-looking statements concerning the future economic and financial performance of Telefónica O2 Czech Republic, a.s. contained in this Annual Report are based on assumptions and expectations of the future development of factors having material influence on the future economic and financial performance of Telefónica O2 Czech Republic, a.s. These factors include, but are not limited to, public regulation in the telecommunications sector, the future macroeconomic situation, and the development of market competition and related demand for telecommunications and other services. The actual development of these factors, however, may be different. Consequently, the actual future results of the economic and financial performance of Telefónica O2 Czech Republic, a.s. could materially differ from those expressed in the forward-looking statements contained in this Annual Report.
Annual Report 2010 / Telefónica Czech Republic, a.s.
In this section we present and comment on the consolidated financial results of the Telefónica O2 Group prepared in accordance with International Financial Reporting Standards (IFRS).
Consolidated financial results
Revenues, Operating Costs and OIBDA
The consolidated revenues reached CZK 55.7 billion in 2010, down 7.0% year on year. Gains from the sale of non-current assets reached CZK 92 million in 2010, compared to CZK 422 million in 2009. As described in 2009 Annual Report, in 2009 the Company sold its former headquarters with a one-off gain of CZK 342 million. The total consolidated operating costs declined 1.8% year on year, reaching CZK 33.4 billion in 2010, as a result of strict financial discipline and the booking of several non-recurring items.
As a reaction to uncertain and potentially negative developments in the telecommunication market and the regulatory environment, in 2003 ČESKÝ TELECOM (predecessor of Telefónica O2 Czech Republic) booked an impairment loss of CZK 9,909 million from fixed line assets which constitute a cash generating unit (CGU). Since then the impairment tests were performed annually. The most recent impairment test performed as at 30 June 2010 took into account the Company’s fixed broadband and data focused strategy, enhanced fixed network performance as well as the continuous synergies from integration with the mobile segment, and resulted into an impairment loss reversal of CZK 4,344 million, which amount was positively reflected in OIBDA.
Consequently, with the help of the above item, the consolidated operating income before depreciation and amortization (OIBDA) increased by 1.1% reaching CZK 27.4 billion in 2010. Without the impact of the impairment reversal, OIBDA would have declined 14.9% year on year in 2010 to CZK 23.0 billion; the decline was driven by the lower revenues and non-recurring items booked in 2009 and 2010. Comparable OIBDA1 decreased 6.7% year on year to CZK 24.5 billion in 2010, while comparable OIBDA margin2 reached 44.1% in 2010, which was basically a flat year on year trend (2009: 44.2%). OIBDA adjusted for guidance3 decreased 8.4% year on year and reached CZK 24.1 billion in 2010, which was within the guidance range of -5% to -9%.
Depreciation and Amortization
The consolidated depreciation and amortization amounted to CZK 11.9 billion in 2010, resulting in a 1.2% decline year on year. The impairment reversal led to an increase in the depreciation and amortization by CZK 316 million in 2010.
Operating Income, Income before Tax and Net Income
The consolidated operating income and consolidated income before tax went up 3.0% year on year and reached CZK 15.5 billion and CZK 15.3 billion, respectively, in 2010, largely due to the above-mentioned impairment reversal. Without the item factored in, operating income and income before tax would have declined 23.7 % and 24.1% year on year, respectively, driven by the declining OIBDA and slightly higher net finance expenses, which were not fully compensated by the lower depreciation and amortisation charge. The consolidated net income amounted to CZK 12.3 billion in 2010, up 5.3% year on year, due to the combination of the above-mentioned factors. Excluding the impairment reversal, the net income would have declined 22.7% to reach CZK 9.0 billion.
Cash and Debt levels
On 31 December 2010, the Group’s consolidated financial debts (long-term and short-term) amounted to CZK 3.0 billion, down 3.4% compared to the 2009 year-end. The amount of cash and cash equivalents reached CZK 4.8 billion as at the end of 2010, compared to CZK 1.3 billion the year before. The combination of cash and debt balances resulted in a net leverage4 of -2.4% and a gross leverage5 of 4.1% as at the end of 2010, compared to 2.5% and 4.2%, respectively, as at 31 December 2009.
Capital Expenditure
The total consolidated capital expenditure amounted to CZK 5.7 billion in 2010, down 12.7% year on year. As in the previous years, 2010 investments were selectively targeted at the growth areas of the business. The expansion of mobile broadband networks (EDGE and UMTS), enhancement of the fixed broadband network and upgrades to the information systems ranked among the key investment priorities in 2010.
Cash Flow
The total consolidated free cash flows6 increased 21.2% year on year and reached CZK 16.4 billion in 2010, largely due to the lower amount of paid taxes (down 40.1% year on year) and the lower payments on investments in property, plant and equipment and intangible assets (down 34.9% year on year to CZK 5.5 billion).
Overview of consolidated revenues
The total consolidated revenues in 2010 reached CZK 55.7 billion, down 7.0% year on year, mainly due to further cuts in mobile termination rates, the slow economic recovery impacting on customers’ spend patterns and the lower-than-expected revenues from IT and business solutions due to the lower number of projects in the public sector segment.
The total consolidated voice revenues (voice-outgoing, interconnection and other wholesale services, monthly and one-off charges from voice services and connection charges) amounted to CZK 34.4 billion in 2010, down 11.1 % year on year.
In the highly penetrated mobile market in the Czech Republic, the total active mobile customer base decreased 2.1% year on year down to 4,839 thousand at the end of 2010. This performance has been impacted to a large extent by one-off disconnection of 111 thousand inactive contract customers in the second quarter of 2010. Excluding the effect of the one-off disconnection, the customer base would have increased 0.1% year on year. The number of contract customers went up 1.7% year on year, reaching 2,864 thousand at the end of 2010 (+5.7% year on year, discounting the impact of the disconnection of inactive accounts). Consequently, contract customer net additions reached 160 thousand in the year (excluding the disconnections). The solid performance was driven by the continuous growth of O2 NEON tariffs, customer migration from the prepaid to the contract segment and a solid uptake of mobile broadband customers. At the end of 2010, contract customers represented 59.2% of the base (+2.3 percentage points year on year). The number of prepaid active customers reached 1,975 thousand at the end of 2010, down 7.3% year on year.
The blended monthly average churn rate reached 2.4% in 2010, posting a 0.3 percentage point year on year increase mainly due to the disconnection of inactive accounts the contract customer base. In the fourth quarter of 2010, however, the churn rate declined 0.2 percentage points down to 2.2%, which was facilitated by the improved churn of prepaid customers.
In terms of usage, mobile traffic7 carried in the Czech Republic grew 6.8% year on year to 8,790 million minutes in 2010.
In 2010, blended ARPU8 reached CZK 468.5, down 8.1% year on year, impacted largely by MTR cuts. However, the year-on-year decline of ARPU decelerated during 2010: from 11.2% year on year in the first quarter to 6.0% year on year in the fourth quarter 2010, which is attributed to the ongoing stabilization in the customer spend. Not including the impact of the MTR cuts, ARPU would go down 6.6% in the first quarter, 3.7% in the second quarter, 3.5% in the third quarter and 1.9% in the fourth quarter. Contract ARPU reached CZK 659.7 in 2010, down 11.4% year on year, while the rate of decline in the fourth quarter slowed down to 8.5% year on year and closed at CZK 643.5. Customer migration from prepaid to the contract tariffs and MTR cuts continued to drive contract ARPU dilution. The prepaid ARPU decreased 7.8% year on year down to CZK 206.0 in 2010 with just a 5.4% drop to CZK 212.3 in the fourth quarter. The data ARPU was down 4.1% year on year to CZK 120.1 in 2010, and in the fourth quarter saw a year-on-year improvement of 2.7% to CZK 123.1.
The total number of fixed accesses operated in the Czech Republic declined 5.7% year on year to 1,669 thousand as at the end of December 2010. Compared to 2009, the number of net losses decelerated 17.4% to 101 thousand in 2010 (2009: 123 thousand), a trend propelled by a healthy demand for naked access and the increasing number of VoIP lines installed for corporate customers.
Voice traffic generated in the fixed network went down 13.1% year on year in 2010 to 1,741 million minutes as a result of continued fixed telephony lines losses and fixed to mobile substitution.
The total number of active mobile customers in Slovakia reached 880 thousand at the end of December 2010, up 59.2% year on year, with 99 thousand net additions in the fourth quarter (+10.6% year on year). Additionally, in absolute terms, Telefónica O2 Slovakia considerably grew its customer base by the figure of 328 thousand in 2010, posting a 44.0% year-on-year growth. The number of contract customers was up 71.0% year on year, reaching 334 thousand at the end of 2010, while the number of prepaid active customers increased 52.8% year on year, closing the year at 546 thousand. Consequently, contract customers represented 38.0% of the total customer base at the end of 2010, up 2.6 p.p. year on year. Contract ARPU reached EUR 19.0 in 2010, while prepaid ARPU stood at EUR 8.5.
Consolidated revenues from monthly and one-off charges from voice services went down 11.8% year on year to reach CZK 13.6 billion in 2010. The decline was driven mainly by the lower number of fixed telephony accesses and the impact of the new concept of services for the consumer segment, which is based on a broadband proposition, including naked ADSL. The revenues from the mobile segment declined only slightly; the decline reflected the preference of contract customers for lower-priced voice tariffs.
Revenues from outgoing voice reached CZK 11.9 billion in 2010, down 9.8% year on year due to the lower volume of voice traffic generated in the fixed network, the higher proportion of mobile customers on semi- and flat-rate based tariffs and lower roaming revenues.
Revenues from interconnection and other wholesale services declined 10.4% year on year to CZK 8.9 billion in 2010 as a result of namely the 28.1% reduction in MTR and lower revenues from roaming visitors, which have not been fully offset by the marginal growth in international transit services in the fixed line segment.
Revenues from SMS & MMS & value added services were down 2.7% year on year to CZK 4.8 billion as a result of a higher proportion of SMS revenues being included in the monthly charges for O2 NEON tariffs and the higher number of customers subscribing to these tariffs. In 2010, O2 customers in the Czech Republic sent 2,477 million SMS in total, which represents a 2.5% year on year increase.
Revenues from leased lines and fixed data services went down 10.7% year on year to CZK 3.1 billion, mainly due to lower revenues from leased lines, which were not fully compensated by a growth in IP based data services.
Revenues from internet (including monthly and one-off charges), mobile data and IPTV grew 12.6% year on year in total and reached CZK 8.3 billion in 2010, largely as a result of the positive reception of the new broadband-centric (naked ADSL) proposition by the market and the growth of the O2 Internet customer base. The total number of ADSL accesses reached 806 thousand at the end of 2010, up 11.1% year on year, with 81 thousand net additions recorded in 2010. In the fourth quarter, the company reported 29 thousand ADSL net additions, helped also by the upswing in wholesale accesses. The total number of O2 TV customers reached 129 thousand at the end of 2010. Additionally, from the second half of 2010, this revenue stream has been positively impacted by a growing contribution of mobile internet revenues driven by the growing demand for mobile broadband. This was a result of our successful marketing campaign promoting the advantage of mobile broadband networks for customers.
Consolidated revenues from IT and business solutions went down 7.4% year on year to CZK 2.6 billion, largely due to a year-on-year decline in the number of public sector projects in the second half of the year. Revenues from equipment and activation fees declined 4.7% to CZK 1.5 billion due to lower sales of handsets and other equipment. Other telecommunication revenues went down 6.7% year on year to CZK 915 million, to which the lower revenues from Universal Service (2009: CZK 367; 2010: CZK 47 million) contributed.
Overview of consolidated operating expenses
The consolidated operating expenses of the Telefónica O2 Group declined 1.8% year on year and reached CZK 33.4 billion in 2010 as a result of our strict financial discipline implemented by the Company to offset, to the maximum degree possible, the declining revenues and the impact of several non-recurring items. While in 2009 the consolidated operating expenses have been positively impacted by the settlement agreement with T-Mobile (CZK 1,027 million), in 2010 the redundancy payments related to the Company’s restructuring programme (CZK 458 million) became more prominent in the context of the operating expenses. Excluding these two items, the consolidated operating expenses would decline 6.0% to CZK 32.9 billion in 2010.
The interconnection and roaming expenses declined 10.3% year on year to CZK 10.2 billion in 2010, in line with the interconnection revenues; this was mainly due to the MTR cuts and lower roaming prices. The cost of goods sold fell 16.8% year on year to CZK 1.9 billion in 2010, as a result of the lower handset sales and the lower average cost of equipment. Other costs of sales, which comprise the costs of contents, sub-deliveries, the customer loyalty program, telecom services and other cost of sales, decreased 27.5% in total and reached CZK 1.8 billion in 2010. The costs associated with the Universal Service in 2010, together with the lower revenues and lower sub-deliveries for ICT projects, were the key drivers of this trend.
The total personnel costs including redundancy payments amounted to CZK 7.1 billion in 2010, which is 0.7% higher year on year compared to 2009. Not accounting for redundancy payments booked in relation to the restructuring programme (CZK 458 million), personnel costs would go down 7.1% year on year. The total number of Group employees reached 7,522 as at 31 December 2010, down 13.4% year on year. The headcount of Telefónica O2 was reduced 13.4% year on year, down to 6,936 as at the same date, of which some 50% related to the outsourcing in network area.
The marketing and sales expenses (marketing and commissions) declined 6.1% year on year in total, down to CZK 2.6 billion in 2010, as a result of the Company’s continuous effort at efficient marketing expenditure. The network & IT repairs and maintenance expenses increased 3.9% year on year to CZK 2.5 billion, largely as a result of the outsourcing of network-related activities. Rental, buildings and vehicle costs reached CZK 2.2 billion, up 1.7% year on year, while the costs of utilities were down slightly (1.4% year on year) and reached CZK 1.1 billion in 2010. Other external expenses (billing and collection, call centres, consultancy and professional fees and other external expenses, including royalty and management fees), and other operating expenses, reached CZK 2.8 billion in 2010, 1.3 times higher year on year, largely due to the settlement agreement with T-Mobile reached in 2009. Excluding this item, this expenditure category would increase 25.5% year on year, driven by the higher cost of call centre operation, as a result of the Company’s campaign to improve the quality of customer experience.
Taxes (other than income tax) and provisions for bad and doubtful debts and inventories increased 16.1% year on year in total and reached CZK 1.1 billion in 2010, and were impacted by a review and adjustment of the bad debts provision policy in 2009 based on the success rate of collection on accounts receivables.
The outlook for 2011
In 2011, Telefónica O2 Group will continue to focus closely on its customers - by further improving and strengthening its relationship with the customers through better quality of service and offering new products to meet the customers’ needs. The primary goal of these initiatives is to offer a best-in-class customer experience and level of satisfaction. In particular, the Company will continue with its innovations to the fixed broadband value proposition; by introducing VDSL-based services it plans to stabilize fixed access losses and maintain competitiveness. In line with its 3G coverage expansion strategy, and thanks to its recently signed 3G network sharing agreement with T-Mobile, the Company intends to introduce an innovated proposition of mobile broadband and data services to the market. In 2010, Telefónica O2 built up a competitive advantage of having the widest quality 3G network coverage. In 2011, the Company will aim to retain this advantage and increase the number of mobile broadband and data customers, hence improving the respective share of this segment in the total mobile revenues.
Telefónica O2 Slovakia will continue in the active marketing of its ‘transparency, value and simplicity’ customer proposition. By doing this, it plans to further improve its financial performance and profitability while maintaining a solid rate of growth of its customer base.
The group does not have a full visibility of its revenues performance in 2011. It expects that ICT revenues could continue to be under pressure of the lower-than-expected number of projects in the public sector. In addition, mobile revenues will be hit by additional MTR cuts (-35% in 2011). The Company will persevere with its effort to tap into efficiency reserves in the area of operating and investment expenditure, while investing prudently in areas where investment generates value for the customer and maximizes cash flow generation, which remains one of the primary goals for 2011.
In 20119, the Group expects OIBDA10 to decline within the range of 1% and 5% and CAPEX to be around CZK 5.7 billion.