2010 Annual Reporting by the Company
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ANNUAL REPORT 2010 FEDERAL GRID COMPANY OF UNIFIED ENERGY SYSTEM CONTENTS • Operating and Financial Highlights 6 • 2010 Key Events 8 • Statement of the Chairman of the Board of Directors 14 • Interview with the Chairman of the Management Board 16 ABOUT THE COMPANY 22 1 1.1 Organizational Structure 26 1.2 History 28 1.3 Market Overview 29 1.4 Geography 34 1.5 International Operations 35 1.6 Strategic Priorities 38 PRODUCTION OVERVIEW 40 2 2.1 Electricity Transmission 42 2.2 Technological Connection 44 2.3 Reliability Improvement 45 2.4 Improving Energy Effi ciency and Mitigating Losses 54 2.5 Maintenance and Repairs 56 2.6 IT Network Development 57 2.7 Procurement 62 INVESTMENTS AND INNOVATIONS 66 3 3.1 Investment Activities 68 3.2 Key Investment Projects 78 3.3 Innovative Development 84 ECONOMIC AND FINANCIAL PERFORMANCE 96 4 4.1 Tariff Regulation 104 4.2 Cost Optimization 108 4.3 Loan Portfolio and Liquidity 109 4.4 Credit Ratings 111 CORPORATE GOVERNANCE 112 5 5.1 Corporate Governance Principles 114 5.2 Board of Directors 117 5.3 Committees of the Board of Directors 122 5.4 Management Board 128 5.5 Remuneration to the Management Bodies 135 5.6 Internal Control System 137 5.7 Risk Management System 141 5.8 Share Capital 147 5.9 Stock Market 151 5.10 Dividend Policy 154 5.11 Investor Relations 155 SOCIAL RESPONSIBILITY 156 6 6.1 Social Responsibility Principles 158 6.2 HR Policy 161 6.3 Environment 167 6.4 Production Safety 170 ATTACHMENTS • 2010 RAS Financial Statements and Audit Report 172 • 2009 RAS Financial Statements and Audit Report 192 • 2010 Management Discussion and Analysis (MD&A) 208 • Compliance with the Code of Corporate Governance 226 • 2010 General Shareholders Meetings 236 • Branches 238 • Subsidiaries 240 • 2010 Interested Party and Major Transactions 246 • Implementation of the Assignments of the President 250 and Government of the Russian Federation • Audit Commission Conclusions on the Veracity 253 of Information in the Annual Report • 2011 Investor Calendar 254 • Glossary 255 • Contacts 258 OPERATING AND FINANCIAL HIGHLIGHTS KEY OPERATING HIGHLIGHTS Number of substations (units)* Transformer capacity (MVA)* 2010 805 2010 311,007.93 2009 804 2009 306,422.35 2008 800 2008 294,126.84 Total length of electric energy Electric energy output through transmission lines (thousand km)* the UNEG to distribution companies, direct consumers on the WECM 2010 121.7 and independent 2009 121.1 energoes (mln kWh) 2008 121.5 2010 470,648.072 2009 452,662.172 2008 471,958.118 Electric energy output through the UNEG to neighboring countries (mln kWh) 2010 15,716.33 Total real electric energy 2009 13,628.309 losses (mln kWh) 2008 16,704.763 2010 22,525.621 2009 22,120.610 2008 21,865.737 Customer contract demand (MW) 2010 90,057 2009 94,636 2008 90,042 * Including leased facilities 6 FEDERAL GRID COMPANY ANNUAL REPORT 2010 KEY FINANCIAL HIGHLIGHTS Revenue from operating activities EBITDA* 2010 111,085 2010 68,301* 2009 85,078 2009 40,379* 2008 68,485 2008 32,718* EBIT* Profit/ (loss) before taxation 2010 35,619* 2009 16,962* 2010 68,319 2008 11,869* 2009 -54,049 2008 6,177 Net profit/ (loss) Net asset value 2010 58,088 2009 -59,866 2010 764,162 2008 4,465 2009 579,746 2008 666,471 Debt and borrowing Market capitalization 2010 56,000 2010 452,717 2009 13,000 2009 367,971 2008 32,980 2008 141,882.2 *In order to calculate this fi gure, external factors are not taken into consideration in terms of the responsibilities of the Company’s management (revaluation of fi nancial investments, creation of provisions for doubtful debts). 7 KEY EVENTS 2010 JANUARY MARCH 26.01.2010 11.03.2010 Federal Grid Company made public its plans to con- Federal Grid Company completed construction of struct seven objects in the Far East in 2010, including the 500-kV Krymskaya substation and the 500-kV introducing 50 MVA of additional transformer capac- Tikhoretsk – Krymskaya transmission line. In order ity and 391 kilometers of electric energy transmission to realize this project, the Company invested a total lines in the Far East. of RUR8.6 billion. The Federal Financial Markets Service (FFMS) regi- 20.03.2010 stered the Report on the results of the additional share issue of Federal Grid Company. In total, during Federal Grid Company and Transneſt signed an agree- the issue, 54.64% of additional share issue were ment on cooperation for determining the interaction placed and RUR40,177,924,543.62 were received as between parties during the construction of external a payment for these shares. power supply objects for the Eastern Siberia – Pacifi c Ocean pipeline transportation system (ESPO-1, 2). FEBRUARY APRIL 04.02.2010 06.04.2010 Federal Grid Company put into operation the 500-kV Peresvet substation (the Khanty-Mansi Autonomous Federal Grid Company signed agreements on co- Region-Yugra), which entailed more than RUR6 billion operation with leading producers and developers of in investments. As a result, the Company upgraded electro-technical equipment in the Central Region the reliability of the power supply to the Bistrinskoye, of Russia with the goal of achieving eff ective and Surgutskoye, Fedorovskoye, Lyantorovskoye, Bitem- accident-free operation of local UNEG objects. skoye, Nizhne-Sortimskoye and Ay-Pimskoye deposits of Surgutneſt egaz, as well as the Priobskoye deposit 27.04.2010 of Rosneſt Oil Company and for the Surgut Region in Yugra. Federal Grid Company and Rostelecom put into operation the fi ber optic telecommunication line 18.02.2010 Chelyabinsk – Khabarovsk. This is the largest Russian project in the fi eld of constructing principal telecom- Federal Grid Company received an award for con- munication lines during the last 10 years. The length tributing to the development of a social partnership of the new fi ber optic telecommunication line is ap- from the All-Russian Industrial Union of Power Sector proximately 10 thousand kilometers. Investment in Employers. constructing this project exceeded RUR5 billion. 27.02.2010 Management Board adopted an innovative deve- lopment and modernization policy for the Unifi ed National Electric Grid (UNEG), including develop- ment of the next generation electric grid in Russia – smart grid. 8 FEDERAL GRID COMPANY ANNUAL REPORT 2010 MAY 28.06.2010 19.05.2010 Board of Directors adopted a resolution to increase the Company’s charter capital by placing additional Federal Grid Company and Siemens AG Group con- common shares in the amount of 28,288,776,589 cluded an agreement on strategic cooperation in with a nominal value of RUR0.50 per share resulting implementing new technologies at Federal Grid Com- in an overall sum of RUR14,144,388,294.5. Funds pany objects and developing the production of Sie- received as a result of the issue will be directed at mens electro-technical equipment in Russia, as well realizing the Company’s investment program. as servicing and maintaining Siemens equipment installed at the Company’s power facilities. 29.06.2010 Annual General Shareholders Meeting took place. At this meeting a decision not to pay dividends for 2009 JUNE was adopted. The Company’s shareholders adopted the 2009 annual report and fi nancial reports, elected 02.06.2010 the Board of Directors and the Audit Commission and selected the Company’s Auditor. The new version Federal Grid Company created the Innovation Com- of Articles of Association was adopted, as well as mittee. The Committee’s main goal is to implement numerous internal documents. the project to develop a smart energy system with an active adaptive grid. 18.06.2010 JULY Federal Grid Company and RUSAL signed an agree- 07.07.2010 ment on developing the production of new types of wires for transmission lines. Two Federal Grid Company projects – to create a superconducting cable line and a transformer-type Federal Grid Company and European Bank for Re- controlled shunt reactor – were included in the 50 construction and Development (EBRD) signed an best innovative projects from leading Russian com- agreement on mutual understanding stipulating the panies, as selected by Expert RA rating agency within intention of parties to broaden cooperation in the the “Innovative Activity of Large Russian Businesses” fi eld of upgrading the energy eff ectiveness of the study. Russian economy by developing the UNEG. 26.07.2010 21.06.2010 Federal Grid Company and the State Electric Grid Cor- Federal Grid Company signed ten agreements with poration of China signed a framework agreement on producers and developers of electro-technical equip- cooperation aimed at upgrading the eff ectiveness, reli- ment, as well as with numerous Russian and foreign ability and safety of operating the Companies’ electric partners. Agreements are aimed at the common grid infrastructure, as well as on implementing new development and application of new technologies and technologies. the most modern equipment in the electric grid. 9 KEY EVENTS 2010 recognition from an expert council in the special cate- AUGUST gory “For Best Practices in Corporate Governance and Interactions with the Investment Community in 2010.” 12.08.2010 The contest was organized by the Administration of the Krasnodar Region with participation of Russian FFMS registered the resolution on the Company’s Institute of Directors and FFMS. additional issue of common shares and the Securi- ties Prospectus. 28.09.2010 17.08.2010 Federal Grid Company completed the public place- ment of Series 6, 8 and 10 bonds for a total of RUR30 The Complex Program of MES South to prepare billion, which was the largest public placement of the Sochi Region for the 2014 Winter Olympics RUR-denominated corporate bonds in Russia.