Worldreginfo - 3Eeeab15-7E2d-4C9d-8706-40Fd4cd9859d ANNUAL REPORT 2016
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ELECTRICA SA ANNUAL REPORT 2016| 1 WorldReginfo - 3eeeab15-7e2d-4c9d-8706-40fd4cd9859d ANNUAL REPORT 2016 Key Figures -Electrica Consolidated Financial Separate Financial Group 2016 Statements for the year Statements for the year p. 5 ended - 31 December ended - 31 December 2016 2016 Message from CEO p. 115 p. 223 Electrica S.A. p. 10 Independent Auditors’ Independent Auditors’ Report (Consolidated) Report (Individual) Consolidated Directors’ p. 116 p. 260 Report for the year 2016 p. 12 Directors’ Report for Declaration of the 2016 - Societatea Management Energetica Electrica S.A. p. 267 p. 185 WorldReginfo - 3eeeab15-7e2d-4c9d-8706-40fd4cd9859d 4 | ANNUAL REPORT 2016 ELECTRICA SA ELECTRICA SA ANNUAL REPORT 2016| 5 LUMINA SCRIE POVESTEA VICTORIEI ANNUAL REPORT 2016 Electrica Group Group KEY figures WorldReginfo - 3eeeab15-7e2d-4c9d-8706-40fd4cd9859d 6 | ANNUAL REPORT 2016 ELECTRICA SA ELECTRICA SA ANNUAL REPORT 2016| 7 Key Figures Electrica Group DISTRIBUTION ACTIVITY Operational results 2014 2015 2016 Societatea de Distributie Societatea de Distributie Societatea de Distributie a Distributed energy (Twh) 16.3 17.1 17.5 a Energiei Electrice a Energiei Electrice Energiei Electrice Muntenia Number of users (mil.) 3.62 3.65 3.67 Transilvania Nord S.A Transilvania Sud S.A Nord S.A Supplied energy on retail (Twh) 9.2 10.1 10.6 1.25 mil users 1.12 mil users 1.30 mil users Number of customers (mil.) 3.59 3.61 3.6 Market share 11.6% Market share 13.3% Market share 15.4% Number of employees at period end 11,740 10,539 9,685 Revenues: RON 857 mil Revenues: RON 790 mil Revenues: RON 801 mil EBITDA: RON 269 mil EBITDA: RON 256 mil EBITDA: RON 227 mil Financial results Distributed volume: 5.1 TWh Distributed Volume: 5.8 TWh Distributed Volume: 6.6 TWh Revenues (mil. RON) 5.044 5.503 5.518 EBITDA (mil.RON) 869 922 960 EBIT (mil.RON) 511 569 586 SUPPLY ACTIVITY ENERGY SERVICES ACTIVITY Profit for the year attributable to the owners of the 297 363 357 company (mil. RON) Net cash from operating activities (mil. RON) 981 743 718 Capital expenditures (mil. RON) 465 551 569 Electrica Furnizare (EF) Electrica Serv (ES) 3.60 mil consumers Revenues: RON 365 mil EPS (RON) 1.07 1.07 1.05 Market share 22.6% EBITDA: RON 17 mil Revenues: RON 4,432 mil EBITDA: RON 185 mil Supplied volume on retail market: 10.6 TWh Electrica Significant Subsidiaries and Key Figures Summary Consolidated Financials Consolidated Revenues Adjusted EBITDA (RON Net Profit (RON mil) (RON mil) mil) and Adjusted EBITDA Margin (%) Revenues from Green EBITDA Group Net Profit Certificates EBITDA Margin Net Profit Margin Revenues (ex-Green Net Debt (Net Cash) Certificates) Capital Structure: Net Debt / (Net Cash) Position (RON mil) WorldReginfo - 3eeeab15-7e2d-4c9d-8706-40fd4cd9859d 8 | ANNUAL REPORT 2016 ELECTRICA SA ELECTRICA SA ANNUAL REPORT 2016| 9 Earnings and gross dividends per share (RON) Distributed Volumes (TWh) Capital expenditures 2014 – 2016 (RON mil) The structure of Electrica Group’s investments in 2016 Other Studies 20,1 13,4 Supply market share (22.55% overall) – September 2016 Regulated market Competitive market Independent Quality of Equipment Energy 34 38.1 Energy Efficiency/CPT 145.1 Continuity of supply 247.7 Operational Efficiency Volumes of electricity supplied on retail 54.6 market (TWh) Regulated market Competitive market WorldReginfo - 3eeeab15-7e2d-4c9d-8706-40fd4cd9859d 10 | ANNUAL REPORT 2016 ELECTRICA SA ELECTRICA SA ANNUAL REPORT 2016| 11 First, as we have committed in the It is clear for everyone that, in the company’s listing prospectus, we plan supply segment, competition has reached to finance our own investment projects an unprecedented level. On the other and we have a plan providing for hand, it is clear that this competition approximately EUR 55-60 mln each year, cannot go on forever solely on prices. at least in the following two years, for We must expand our horizons. That’s each distribution company of the Group. also because people want more, and we It means around EUR 170-180 mln per want to be able to provide customers year, an extremely ambitious target, with integrated solutions, clearly at a which in turn comes with a number competitive price. This means developing of challenges. For example, we are in a new business, investments in full implementation of a project for technology, by which to offer integrated the reorganization of the investment services, not only electricity. process, to be able to basically double investments from one year to the next. Another aspect that concerns us with 2016 was a challenging year for the Keeping these strategic lines, I am priority is the operational and staff entire energy market in Romania and convinced that Electrica has great At the same time, I assure you that we safety and, in this regard, we have elsewhere. Now, we can conclude chances to perform as well in the are carefully analyzing the opportunities taken measures to ensure the highest that Electrica reacted very well to coming years, being advantaged by we have in the market because, standards in health and safety at work, these challenges, the results recorded the fact that it has a very important naturally, we are trying to get a better both for employees and for contractors. at Group level being noteworthy in tradition in a vital business area for use of the existing resources. this context, on certain segments, what the modern world means. Although I am convinced that 2017 will such as, for example, improvement of All these options should be prioritized not be an easy year, we maintain our operational performance. Moreover, Electrica has at least one according to long-term added value they commitments to take all the necessary other important asset, an outstanding can bring, while respecting a certain measures to bring added value, Investments made in our distribution investment availability. This is a great financial discipline. continuing to focus on what sustainable networks, in improving the services advantage and we will try to use these performance means. provided, and intensification of cost resources as well as possible. We The terrible challenges in late 2016 and optimization programs have allowed know that expectations are high from early 2017, in the energy market, meant us, on the one hand, to meet our shareholders, customers, employees, lessons learned by both us, companies commitments to all stakeholders, and probably also from authorities, and activating in this business area, and also on the other to maintain a sound therefore we have very ambitious plans. authorities and even customers. financial position. Catalin Stancu CEO Electrica SA WorldReginfo - 3eeeab15-7e2d-4c9d-8706-40fd4cd9859d 12 | ANNUAL REPORT 2016 ELECTRICA SA ELECTRICA SA ANNUAL REPORT 2016| 13 Electrica Group SUMMARY C ONSOLIDATED Directors’ Glossary 14 Identification details of the issuer 15 Report for THE Year 2016 1 Results of Electrica Group in 2016 16 1.1 Key financial data 16 1.2 Key events in 2016 18 1.3 Key data by business 23 2 Electrica Group overview 26 2.1 General overview 26 2.2 Mission, vision, values 28 2.3 Key elements of the 2015 – 2018 Strategic Plan 29 2.4 Outlook 30 3 Operating activity 32 3.1 Operating segments 32 3.2 Procurement 35 3.3 Sales activity 35 3.4 Reorganization and disposal of assets 40 3.5 Personnel 40 3.6 Environmental considerations 43 3.7 Research and development activities 44 3.8 Risk management 45 4 Fixed assets 50 5 Capital market 54 6 Management of the Group 58 6.1 The Board of Directors of Electrica S.A. 58 6.2 The activity of the Board of Directors of Electrica S.A. and of its Consultative Committees 62 6.3 Boards of Directors of Electrica subsidiaries 69 6.4 Executive management of Electrica S.A. 71 6.5 Executive management of Electrica S.A. subsidiaries 71 6.6 Number of shares owned by the managers of the Electrica Group 73 7 Corporate governance 74 7.1 General Meeting of Shareholders 74 7.2 Corporate Governance Code 75 7.3 Implementing action plans undertaken by signing the framework agreement with EBRD 75 7.4 The action plan on corporate governance 76 7.5 The environmental and social responsibility plan 78 8 Financial overview 81 8.1 Consolidated statement of the financial position 81 8.2 Consolidated statement of profit and loss 86 8.3 Consolidated cash flow statement 92 9 Post balance sheet event 94 Appendix 1 – Litigations 95 Appendix 2 – Details of main investments in 2016 by the Electrica Group 111 Appendix 3 – Internal audit report for 2016 114 WorldReginfo - 3eeeab15-7e2d-4c9d-8706-40fd4cd9859d 14 | ANNUAL REPORT 2016 ELECTRICA SA ELECTRICA SA ANNUAL REPORT 2016| 15 GlossarY ACER Agency for the Cooperation of Energy IPO Initial Public Offering Regulators IR Investor Relations ANRE Romanian Energy Regulatory Authority KPI Key Performance Indicators BPS Basis points kV KiloVolt BoD Board of Directors LSH Labour safety and health BRP Balancing Responsible Party LV Low Voltage Identification details of the issuer BSE Bucharest Stock Exchange MV Medium Voltage CAPEX Capital Expenditure MWh MegaWatt hour CCM Component of the Competitive Market NAFA National Agency for Fiscal Administration CEE Central-Eastern Europe NCI Non-controlling Interests CGC Corporate Governance Code NEN National Electricity Network CIRED International Conference on Electricity NGO Non-Governmental Organization Report date: March 9th, 2017 Distribution NRC Nomination and Remuneration Committee Name of the Issuer: Societatea Energetica Electrica S.A. OGMS Ordinary General Meeting of Shareholders CISO Chief Information Security