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2011 Annual Report Contents Petrom Group – at a glance Company 2 Highlights 2011 4 Members of the Executive Board 6 Statement of the Chief Executive Officer 9 Our strategic directions and objectives 15 Members of the Supervisory Board 16 Petrom shares 21 Business environment Business segments 26 Exploration and Production 31 Gas and Power 34 Refining and Marketing 40 Sustainability Report of the governing bodies 48 Report of the Supervisory Board 53 Directors‘ report 57 Financial highlights 62 Risk management and internal control 66 Information required as per Regulation no.1/2006 issued by the National Securities Commission 68 Subsequent events 69 Outlook for 2012 71 Corporate Governance Report 88 Consolidated companies in Petrom Group at December 31, 2011 89 Declaration of the management 90 Abbreviations and definitions Independent auditor‘s report and consolidated financial statements 94 Independent auditor‘s report 96 Consolidated statement of financial position 98 Consolidated income statement 99 Consolidated statement of comprehensive income 100 Consolidated statement of changes in equity 101 Consolidated statements of cash flow 103 Notes to the consolidated financial statements Image glossary Petrom Group in figures 2011 Note: In this report, “the Company”, “Petrom”, “Petrom Group” and “the Group” are sometimes used for convenience where references are made to OMV Petrom S.A. and its subsidiaries in general. The financials presented in the report are audited and represent Petrom Group’s consolidated results prepared according to IFRS; all the figures refer to Petrom Group unless otherwise stated. Petrom Group – at a glance Operational results 2009 2010 20 11 Total hydrocarbon production (mn boe) 68.29 67.08 67.77 Refinery capacity utilization rate (%) 1 65 49 79 Total refined product sales (mn t) 6.18 5.47 5.23 Number of filling stations 814 801 793 Number of employees at the end of period 28,984 24,662 22,912 1 Arpechim refinery was in economic shut down for nearly nine months of 2010. As of 2011, the Arpechim refinery is no longer included in the calculation. Financial results 2009 2010 20 11 Sales (RON mn) 16,090 18,616 22,614 EBIT (RON mn) 1,620 2,986 4,936 Net income attributable to stockholders (RON mn) 860 2,201 3,757 Clean CCS EBIT (RON mn) 2 1,870 3,325 5,475 Clean CCS net income attributable to stockholders (RON mn) 2 1,056 2,457 4,206 Cash flow from operating activities (RON mn) 2,726 4,630 6,442 Capital expenditure (RON mn) 4,219 4,863 4,803 EPS (RON) 0.0152 0.0389 0.0663 ROACE (%) 5.2 10.7 1 7.3 2 Clean CCS figures exclude special items and inventory holding effects (current cost of supply – CCS – effects) resulting from R&M. Net income attributable to stockholders (RON mn) Earnings per share (RON) 3,757 0.0663 4,000 0.0700 3,500 0.0600 3,000 0.0500 2,500 0.0389 2,201 0.0400 2,000 0.0271 1,533 0.0300 1,500 0.0173 0.0152 978 860 0.0200 1,000 500 0.0100 0 0.0000 2007 2008 2009 2010 20 11 2007 2008 2009 2010 20 11 Cash flow from operating activities (RON mn) Capital expenditure (RON mn) 7,000 8,000 6,442 6,759 6,000 4,630 6,000 5,000 4,295 4,863 4,803 4,471 4,000 4,219 3,119 2,726 4,000 3,000 2,000 2,000 1,000 0 0 2007 2008 2009 2010 20 11 2007 2008 2009 2010 20 11 Exploration and Production Production (mn boe) Proved reserves (mn boe) 894 872 854 80 900 72.00 71.08 832 812 68.29 67.08 67.77 60 600 40 300 20 0 0 2007 2008 2009 2010 20 11 2007 2008 2009 2010 20 11 Oil and NGL Gas Gas and Power Gas sales (mn cbm) Gas prices (USD/1,000 cbm) 440 442 6,000 400 5,546 5,297 353 360 4,846 4,917 5,055 5,000 293 300 4,000 196 3,000 200 184 162 155 162 2,000 100 1,000 0,000 0 2007 2008 2009 2010 20 11 2007 2008 2009 2010 20 11 Regulated gas price for domestic producers Import gas price Refining and Marketing Refining input (mn t) Romanian fuel market share (%) 1 42 39 8.00 40 37 37 6.51 34 6.18 5.46 6.00 30 4.15 4.00 3.79 20 2.00 10 0.00 0 2007 2008 2009 2010 20 11 2007 2008 2009 2010 20 11 1 Retail and commercial segments (excluding sales to oilcos). How does the road to 2015 look like? The objectives that we fulfill each year pave the road to 2015. We continued to deliver on our strategic directions and stayed committed to remaining a pillar of stability and a solid contributor to the economic growth of Romania. 2011 was a year of outstanding operational performance and strong financial results, capitalizing on high investment efforts and effective cost and operational management. This report details on key projects progress across all divisions and driving factors for our sustainable growth and financial performance. 1 Company | Business segments | Sustainability | Report of the governing bodies | Independent auditor‘s report and consolidated financial statements Highlights 2011 January February March On January 7, Petrom announced having On February 24, Petrom announced On March 25, Petrom announced the completed the distribution of securities the receipt of the valuation report from decision to permanently close the to persons entitled to receive free of the appointed independent expert Arpechim refinery, as the sale option charge shares issued by OMV Petrom Pricewaterhouse Coopers Management did not prove feasible. This decision S.A., part of the share buy-back program Consultants S.R.L. establishing the will not adversely impact the supply of approved by the EGMS on December sell-out price (RON 0.352/share - gross the Romanian fuel market. Following 16, 2008. The number of securities including any related fees and taxes) permanent closure of the refinery, a distributed was 6,133,500 securities out as part of the spin-off of OMV Petrom number of tanks, logistic infrastructure of a purchased total of 6,195,500. S.A.’s marketing activities to OMV and auxiliary facilities will continue to be Petrom Marketing S.R.L. Following the operated as a terminal. completion of the sell-out procedure on March 16, OMV Petrom S.A. On March 25, Petrom announced some had no shares to buy back from the changes of management: starting shareholders that maintained the sell-out March 25, 2011, Gerhard Roiss replaced right request. Wolfgang Ruttenstorfer as President of the Petrom Supervisory Board (SB) and Manfred Leitner was appointed as interim member of the SB until the GMS held on April 26, 2011 which decided on his appointment as SB member; starting April 17, 2011, Johann Pleininger, member of the Petrom Executive Board (EB) in charge of E&P activities, took over also the responsibilities of Siegfried Gugu, former EB member in charge of E&P Services, while Neil Anthony Morgan, EB member in charge of Refining activities, took over also the responsibilities corresponding to Rainer Schlang, former EB member in charge of Marketing activities. April May June On April 26, both the Ordinary and On May 19, Petrom announced having On June 21, Petrom announced having Extraordinary General Meetings of successfully brought on stream five performed the first power deliveries to the Shareholders were held. For details gas wells drilled onshore on three grid, as part of the Brazi power plant final please refer to page 18, section General fields located in the Oltenia region, testing stage before starting commercial Meeting of Shareholders. which contributed significantly to the operations. company’s production, representing more than 6% of daily gas production. On May 19, Petrom announced the intention of MECMA - Office for the State Participations and Privatization in Industry to initiate a secondary public offering for a 9.84% stake in Petrom. The subscription period was July 11 – July 22. According to MECMA’s communiqué released on July 22, 2011, the subscriptions submitted were below the 80% minimum subscription threshold required for successfully closing the offering. 2 Petrom Annual Report 2011 | Highlights 2011 July August September On July 7, Petrom announced the On September 7, the Government successful result of the exploration approved the extension until well 4539 Totea in the Oltenia region, September 12, 2014 of the exploration Southwestern Romania. The results to period for ten blocks (nine onshore date indicate this may be a significant and one offshore) covering an acreage new gas field which is to be assessed of approximately 23,000 km2. The by further appraisal. Government Decision no. 888/2011 came into force on September 9, 2011 On July 21, Petrom confirmed its after it was published in the Official decision to enter a new exploration Gazette. In two onshore blocks, phase of the Neptun block in Romania, the work program is executed in following the Government Decision partnership with Hunt Oil Company of to amend the Neptun concession Romania S.R.L. agreement in order to extend the time allowed for exploration of the block by five years. October November December On October 1, Petrom started commercial On November 2, Petrom announced operations at the wind park Dorobantu. having started test exploitation of the 4539 The wind park has an installed capacity Totea well. The initial production stood of 45 MW and is located in Dobrogea, an at around 3,200 boe/day, accounting area with a high wind potential.