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2008 Annual Report of the Ownership Steering Department in the Prime

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Prime Minister’s Offi ce 2008 Annual Report Ownership Steering Department PO BOX 23, FI-00023 GOVERNMENT, FINLAND Fabianinkatu 31 D, Helsinki of the Ownership Steering Department Tel. +358 9 16001 www.vnk.fi /english in the Prime Minister’s Offi ce 2008 Annual Report of the Ownership Steering Department in the Prime Minister’s Offi ce ISBN (print) 978-952-5807-14-1 ISBN (PDF) 978-952-5807-15-8 9 789525 807141 2008 Annual Report of the Ownership Steering Department in the Prime Minister’s Offi ce Publisher Prime Minister’s Offi ce Printed in Yliopistopaino Helsinki, 2009 Contents 1 Preface by the Minister 5 2 Introduction 7 3 State ownership steering 9 3.1 Centralised ownership steering 9 3.2 Goals of ownership steering 10 3.3 Legislation governing state ownership steering 10 3.4 Decisions and policies regulating ownership steering 11 3.5 Management of state corporate assets in 2008 12 3.5.1 Overview 12 3.5.2 State becomes the principal shareholder in Elisa Corporation 13 3.5.3 Establishment of Solidium Oy 14 4 State’s share portfolio 16 4.1 Market capitalisation of the portfolio 16 4.2 Return on the shares in listed companies 19 4.3 Movement in the relative market capitalisation of 21 listed companies 4.4 Relative weightings of shares in state portfolio 22 4.5 Movement in the market capitalisation of the portfolio 22 during 2004–2008 4.6 Dividend yield and payout ratio 24 5 Company reviews 27 5.1 Listed companies monitored by the State Ownership 27 Steering Department 5.2 Companies in which stock is held by Solidium 38 5.3 Non-listed companies operating on market terms 60 with net sales exceeding EUR 25 million 5.4 Non-listed companies operating on market terms 91 with net sales under EUR 25 million 3 6 Economic value added generated by the companies 105 7 Effectiveness 106 7.1 Dividends 107 7.2 Disposals and purchases 108 7.3 Ownership restructuring 108 7.4 Net sales 109 7.5 Human resources 110 7.6 Investments 110 7.7 Taxes 110 7.8 Sites 110 Appendices 111 Appendix 1 Key fi nancial indicators 111 Appendix 2 Government resolution on state ownership policy 31 May 2007 113 Appendix 3 Statement by the Finnish Cabinet Committee 120 on Economic Policy on 7 June 2007 Appendix 4 Key provisions of the 2007 State Shareholdings and 126 Ownership Steering Act Appendix 5 Limited Liability Companies Act and the competencies 129 conferred thereunder Appendix 6 Insider trading rules as defi ned in the Securities Market Act 130 Appendix 7 Sources of information used 132 4 1 Preface by the Minister In 2008, a period of exceptionally vigorous economic growth was transformed into an international fi nancial crisis of unprecedented intensity and extent. Cut-backs in production and mill closures started during the preceding year continued in the forest sector. In a matter of months, the economic cool down triggered by the overseas fi nancial crisis brought substantial chunks of the real economy to a halt. State-owned companies were not spared from the effects of the downturn. On the one hand, this led to strong demands for the state to step in to stop the cut-backs in jobs; on the other hand, the State was expected to pursue a policy that gave due consideration to other shareholders. As an owner, the State cannot require companies faced with international competition to refrain from adapting to the market conditions. In the long term, no company can operate at a loss. Crises create situations in which it is important to retain the capacity for swift action. In particular, this was highlighted when an Icelandic investor announced that it would be giving up its holding of almost 15 per cent in Elisa Corporation. Prompt action was taken in collaboration with domestic partners to secure Finnish ownership of this major infrastructure system. However, as a result of these developments, the State’s potential for quick decision-making had to be reassessed. In December, a decision was made to centralise the State’s minority shareholdings in eight listed companies into a company called Solidium Oy, a wholly state-owned company now authorised to both sell and buy shares. Consequently, Solidium will be a new effi cient instrument in the State’s toolkit to look after the citizens’ shareholder interests. Solidium may – alone or together with other actors – acquire shares in companies in which state ownership is deemed to be important, for example in order to secure supplies in times of crisis. For the State Ownership Steering Department, 2008 was the fi rst full year of operations in which centralised ownership steering was exercised. The biggest challenge facing the state ownership policy is to reconcile people’s expectations with the companies’ need to adapt to evolving market conditions and, in the case of certain companies, the ethical codes of conduct of stock exchanges. The benefi ts offered by the centralisation of ownership steering became abundantly clear during the reporting period. With the current system of a single minister responsible for steering, decision-making is now more straightforward and quicker and the decisions more consistent. 5 It is also worthwhile to note that issues relating to state ownership have been discussed in the Cabinet Committee on Economic Policy in a positive atmosphere. As a result of the centralisation of state ownership steering, its analysis function is now better resourced to produce data of an extremely high standard on which decision-making can be based. At the same time, reporting on state ownership has been diversifi ed. A case in point is this annual report that provides an extensive overview of the State’s activities as a long-term owner and recent developments in state corporate ownership. A new State Shareholdings and Ownership Steering Act was enacted at the beginning of 2008. Such a legal reform was called for, as was indicated by the experiences accumulated during the fi rst year. The division of powers between Parliament and the Government concerning state shareholdings is today more clear-cut, which has lent added support for a more active approach to state ownership steering. Under the new regulations, corporate restructuring and sales of shares can now be implemented more fl exibly. Jyri Häkämies Minster responsible for state ownership steering 6 2 Introduction This annual report provides an overview of state ownership steering in companies for which the State Ownership Steering Department in the Prime Minister’s Offi ce was responsible in 2008. At the beginning of 2008, the State Ownership Steering Department administered state shareholdings in a total of 38 companies, 12 of which had stock exchange listings. Additionally, the State owns 15 companies with special assignments administered by the ministries responsible for the fi elds of activity that the companies are engaged in. In October 2008, the Government submitted a proposal to Parliament to transfer all state- owned equities in non-strategic listed companies (Kemira Corporation, Metso Corporation, Outokumpu Corporation, Rautaruukki Corporation, Sampo Corporation, Sponda Corporation, Stora Enso Corporation and TeliaSonera Corporation) to Solidium Oy, a wholly state-owned holding company. Parliament approved the proposal. The said eight listed companies defi ned as being non-strategic to the State are included in this annual report. At the end of 2008, the State Ownership Steering Department in the Prime Minister’s Offi ce administered shareholdings in four listed and 26 non-listed companies. From the perspective of the State’s role as an owner, a combining factor in all these companies is that their activities and the State’s shareholdings are primarily evaluated according to fi nancial criteria. These companies operate on market terms and seek to generate added value for the owners. The companies included in this annual report are quite different in terms of size and line of business. More information is available to the public on listed companies than other fi rms, and the market capitalisation of listed companies can be determined on a daily basis according to the share price. For these reasons, state corporate shareholdings in this annual report are subdivided into four categories: • Listed companies monitored by the State Ownership Steering Department; • Companies in which stock is held by Solidium • Non-listed companies with net sales exceeding EUR 25 million; • Non-listed companies with net sales less than EUR 25 million. The purpose of this division is to standardise the presentation of the companies falling in each individual category and to highlight the reasons why it is appropriate to attach importance to different things when evaluating the performance of companies of different sizes. The data provided in this annual report is based on the information that is publicly available. An attempt has been made to select information on the companies and the share portfolio 7 held by the State that is essential in the eyes of the State Ownership Steering Department. The Ownership Steering Department carries out independent analyses of the companies to formulate its own view of their status and performance. Valuatum Oy’s equity analysis platform is used for the analysis work. The key fi nancial indicators presented in the report are ratios calculated by the State Ownership Steering Department using generally accepted formulae. Consequently, the key indicators may differ from those calculated by the companies themselves. One of the reasons for the differences is the items included in the companies’ profi t. 8 3 State ownership steering 3.1 Centralised ownership steering State ownership steering has been carried out on a centralised basis since 1 May 2007. The cabinet minister responsible for ownership steering at the Prime Minister’s Offi ce is Minister of Defence Jyri Häkämies.
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