Annual Report 2012
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Annual Report 2012 Note: Telefónica Czech Republic, a.s., hereinafter also as “Telefónica CR” or “Company” Telefónica Group, hereinafter also as “Telefónica” Telefónica Czech Republic Group, hereinafter also as “Telefónica CR Group” or “Group” Telefónica Slovakia, s.r.o., hereinafter also as “Telefónica Slovakia” Explanation: The Telefónica Czech Republic Group includes Telefónica Czech Republic, a.s., and its subsidiaries. The international Telefónica Group comprises companies in Europe, Africa and Latin America. 2012 Annual Report Telefónica Czech Republic, a.s. 2012 Annual Report Telefónica Czech Republic, a.s. 2 Table of Contents Pages 1. Independent auditor’s report . 5 2. Interview with Luis Malvido, the Chairman of the Board of Directors . 7 3. Financial and operational highlights . 9 4. Calendar of key events in 2012 . 10 5. About Telefónica Group – introduction . 13 6. Board of Directors’ report on business activity . 20 6.1. Telefónica Czech Republic Group . 20 6.1.1 Overview of the Group and the main changes in 2012 . 20 6.1.2 Telefónica Slovakia . 23 6.1.3 Risk management . 24 6.2 The telecommunications market in the Czech Republic . 25 6.2.1 Trends in the market of fixed services . 25 6.2.2 Trends in the market of mobile services . 26 6.2.3 Regulation . 28 6.3 Consumer segment . 31 6.3.1 Internet . 31 6.3.2 Fixed access and IPTV . 32 6.3.3 Mobile services . 32 6.4 Business and SME . 33 6.4.1 Internet . 33 6.4.2 Fixed access . 33 6.4.3 Mobile services . 33 6.5 Corporate and government . 33 6.5.1 Telecommunication services . 33 6.5.2 ICT . 36 6.6. Wholesale services . 36 6.7 Network interconnection . 37 6.8 Payment services . 38 6.9 Comments on the financial results . 39 2012 Annual Report Telefónica Czech Republic, a.s. 3 7. Corporate Social Responsibility (CSR) . 45 7.1 Introduction . 45 7.2 Telefónica Business Principles . 45 7.3 Market conduct and customer care . 46 7.4 Caring for employees and the workplace environment . 48 7.5 Caring for the environment . 51 7.6 Supporting communities . 52 8. Corporate governance . 55 8.1 Corporate governance of the Telefónica Czech Republic Group . 55 8.2 Subsidiaries, associates and other ownership interests . 55 8.3 The organisation of Telefónica CR . 57 8.4 Governing bodies and Executive management of the Company . 59 8.4.1 General Meeting . 59 8.4.2 Board of Directors . 61 8.4.3 Supervisory Board . 64 8.4.4 Audit Committee . 71 8.4.5 Executive management . 72 8.5 Rules of remuneration of persons with executive powers . 74 8.6 Other information relating to persons with executive powers . 78 8.7 Information on corporate governance codes of the Company . 79 8.8 Information on internal control principles and procedures . 79 8.9 Information relating to matters according to the Capital Market Undertakings Act . 81 9. Financial part . 85 9.1 Consolidated financial statements for the year ended 31 December 2012 prepared in accordance with International Financial Reporting Standards . 85 9.2 Financial statements for the year ended 31 December 2012 prepared in accordance with International Financial Reporting Standards . 155 10. Other information for shareholders and investors. 220 11. Information on persons responsible for the Annual Report . 227 Appendix: Report by the Board of Directors of Telefónica 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 the year 2012 (pursuant to provisions of Section 66a of the Act No. 513/1991 Coll., the Commercial Code) . 228 2012 Annual Report Telefónica Czech Republic, a.s. 4 Independent auditor’s report INDEPENDENT AUDITOR‘S REPORT TO THE SHAREHOLDERS OF Telefónica Czech Republic, a.s. 5 6 Interview with Luis Malvido, the Chairman of the Board of Directors 2. Interview with Luis Malvido, the Chairman of the Board of Directors How has the year 2012 been for you? The market of telecommunication services in the Czech Republic saw many changes in 2012. The year brought us a number of market leaderships and we have also strengthened our position of the leader in the field of digital innovations. This involved, for instance, the commercial launch of the 4G network, which uses the LTE technology, or the arrival of the first virtual operator to the Czech market. I am pleased that our company has fulfilled the outlook and goals communicated to the financial market and the general public at the beginning of the year. We have delivered on our investment commitments, which totaled CZK 6.2 bn in 2012. We invested primarily to the network development, growth in the capacity and coverage of the 3G network, upgrading the xDSL network and to the process of preparation for the launch of the 4G/LTE technology in the Czech Republic. We also invested in the growth of the 3G network coverage in Slovakia. How many new customers did you attract in 2012? We acquired over 140,000 new customers in the mobile segment in 2012, and we also succeeded in attacking the threshold of 5 million mobile customers, nearly 3% morecompared to 2011. The number of customers using the fixed connection xDSL increased 13,000 in last quarter of 2012. It was the highest growth recorded in that year. Nearly one third of our residential customers already use services of fixed broadband VDSL internet. The service became even more attractive as we had increased the connection speed and launched an attractive offer of internet O2TV bundles. We captured a full 85% of the total increment in the number of fixed internet service customers in the Czech market last year. We were also able to stabilize the decline in the number of fixed lines to a rate which met our expectations. Did anything happen in 2012 that you would especially like to mention? For me personally, it was the arrival of the first virtual operator, BLESKmobil, to the Czech market. Telefónica was the first operator in the Czech market to open its network to a virtual operator. It was an important project for us, and many of our colleagues across the company were involved in it. We needed just three months to launch something that many people said was impossible to do. This step had a significant impact on the market. Your company’s strategy is to inspire people to enjoy their lives more with help of new technology. What specific steps did you take in 2012 in the direction of this strategy? The year 2012 was a breakthrough year in terms of the care for the customers we have - we focused all our attention on them. I think that the introduction of specially trained advisers to our brand stores was the most important development in this field last year. O2 Guru assistants provide free help with new technology - not only for O2 customers but to all people visiting O2 brand stores. The team of more than 100 O2 Gurus processed about 150,000 customer requests for assistance in 2012. I think the first position in the chart TOP Responsible Company in the category Responsible Product and Marketing for approach to customers with specific needs was a big achievement, too. The introduction of (Extra výhody) Priority Moments, our most extensive loyalty programme to date, is yet another proof of our focus on customer experience. The programme, which gives customers the benefit of discounted prices in the network of over 100 retail partners, is open to all customers – business and residential, regardless of their services or usage. I am happy to see that 2012 Annual Report Telefónica Czech Republic, a.s. 1 2012 Annual Report Telefónica Czech Republic, a.s. 7 these activities have not only helped us strengthen our position on the Czech market but also accelerated the adoption of state-of-the-art technologies by our customers. Another important change, I think, came in the pricing of telecommunication services. Our customers got even more service for the same money from us last year, which was a continued trend from previous years. Let me mention the example of our Smart Neon tariffs introduced in the spring: they come with free SMS to own network, in addition to calls and small-screen internet. What is the percentage of users of the increasingly popular smartphones among your customers? Smartphones are becoming very popular among our customers. The share of smartphone users increased to more than one fourth of the total customer base as of the end of 2012. Last year smartphones represented 72% of new handsets sold, and the demand for small-screen internet is growing. Your new product - NFC mobile payments - is a novelty on the Czech market. Why did you decide to support this technology? The NFC technology gives the customers a number of benefits, and we are happy to be the first operator to offer it to the Czech market. The technology makes it possible to pay quickly and comfortably by holding a mobile telephone to the payment terminal in a shop. Such payments are simple, yet safer, because users have control of their telephones at all times; they can also set the level of security based on their preference. How do you rate the results of your subsidiary Telefónica Slovakia in 2012? Telefónica Slovakia again showed some great performance. In 2012 we added 190,000 customers to our base, which means we were the only operator in the market to show growth. Moreover, for the fourth time in a row, Telefónica Slovakia won the Operator of the Year award.