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TABLE OF CONTENTS INTRODUCTORY STATEMENT FROM THE MANAGEMENT BOARD PRESIDENT .................................... 2 PODRAVKA GROUP IN 2010 ................................................................................................................................. 3 BUSINESS EVENTS ............................................................................................................................................................. 3 PODRAVKA GROUP RESEARCH AND DEVELOPMENT .................................................................................... 4 NEW PRODUCTS IN 2010 ................................................................................................................................................ 6 SUPERVISORY BOARD AND MANAGEMENT BOARD MEMBERS BIOGRAPHIES ...................................... 9 PODRAVKA D.D. SUPERVISORY BOARD MEMBERS BIOGRAPHIES ............................................................ 9 PODRAVKA D.D. MANAGEMENT BOARD MEMBERS BIOGRAPHIES. ........................................................ 11 MANAGEMENT REPORT ...................................................................................................................................... 13 BUSINESS RESULTS ........................................................................................................................................................... 13 STATEMENT FROM EXECUTIVES RESPONSIBLE FOR PREPARING FINANCIAL STAMENTS ....... 16 PODRAVKA GROUP EXPECTED DEVELOPMENT............................................................................................... 17 RISK FACTORS ..................................................................................................................................................................... 20 SUSTAINABLE DEVELOPMENT ........................................................................................................................... 22 ENVIRONMENT .................................................................................................................................................................. 22 SOCIAL COMMUNITY ..................................................................................................................................................... 23 CORPORATE GOVERNANCE ............................................................................................................................... 25 STATEMENT ON CORPORATE GOVERNANCE .................................................................................................... 25 GENERAL ASSEMBLY ........................................................................................................................................................ 27 SUPERVISORY BOARD ...................................................................................................................................................... 27 MANAGEMENT BOARD .................................................................................................................................................. 28 ANNUAL QUESTIONNAIRE FOR CORPORATE GOVERNANCE ................................................................... 29 COMPANY SECURITIES ........................................................................................................................................ 42 SHARE ...................................................................................................................................................................................... 42 BOND ....................................................................................................................................................................................... 45 COMMERCIAL NOTES ..................................................................................................................................................... 46 CONSOLIDATED FINANCIAL STATEMENTS FOR 2010 TOGETHER WITH INDEPENDENT AUDITOR’S REPORT ................................................................................................................................................................. 47 Impressum: ..................................................................................................................... For publisher: Podravka Group Desing and prepress: Design Studio Podravka d.d. Translation: Corporate Communications PODRAVKA ANNUAL REPORT 2010 1 INTRODUCTORY STATEMENT FROM THE MANAGEMENT BOARD PRESIDENT Dear shareholders, business year 2010 was a significant year for Podravka Group, with numerous changes which have, I believe, given the company an additional boost. Despite the recession, continued decrease of purchasing power and more rational shopping present with the citizens, we have managed to maintain consumer trust, strengthen the employment security of our employees and have invested significant efforts in order not only to preserve our market positions, but also to create good preconditions for the future. I have often pointed out that Podravka is a stabile company, which was undoubtedly proven. There are many reasons that today I can say with satisfaction that I have managed to make positive breakthroughs. Let me remind you that in 2010 we continued to grow sales in foreign markets, we have successfully faced crisis in Croatian market, applying more efficient business in all organizational units. We have offered new products to our consumers, and we have proved our business partners that with our help they can safely and reliably reach their goals. During 2010 we have continued the optimization process, contributing to continuous costs reduction. Operating costs continued to decrease owing to the introduced control mechanisms, especially in the area of general and administrative costs. We have achieved significant positive progress on all profitability levels, reorganized business on a micro level, results of which are advanced business processes and eventually, more rational costs management. There is still room for improvements, and we will strive to justify every business activity that we will be undertaking in the future, to our employees, consumers but also to the overall public focused on Podravka, caring for the company at the same time. In the end, I would like to say that we will continue to work on goals set, which means further expansion in the region, to new markets and investments in new production capacities. Our shareholders trusted us, supported us in times when every good intention was more than needed, so I believe such trend will continue in the upcoming period, especially due to the fact that we were very successful in 2010. In 2011 we will show the strength of Podravka and great significance of its brands that is has for all of us. Management Board President Miroslav Vitković 2 PODRAVKA ANNUAL REPORT 2010 PODRAVKA GROUP IN 2010 BUSINESS EVENTS Payment on backed bill issued to Fima Grupa d.d. Pursuant to the Capital Market Law and the Rules of the Zagreb Stock Exchange, on 25th January 2010 Erste Factoring d.o.o. called Podravka d.d. as the Guarantor to pay its liabilities from the Financing contract based on a backed bill, signed with Fima Grupa d.d. (as the Client) and Podravka d.d. (as the Guarantor), amounting to HRK 102.7 million. For this amount reservations were made in the financial reports for 2009. Podravka d.d. started a procedure to collect the amount in question from Fima Grupa d.d., i.e. its legal successors. Second installment of Podravka commercial notes issued On 8 February 2010 Podravka d.d. successfully issued the second installment of commercial notes where Raiffeisenbank Austria d.d. (RBA) was the dealer. Total nominal amount of this installment is HRK 130 million, return 9.15%, issue price 91.638 %, maturity 364 days. This second installment of Podravka commercial notes caused great interest of numerous institutional investors, the most significant among which are pension and investment funds and insurance companies. Offers received exceeded the amount of the installment, and the funds were used to refinance the first installment issued in February 2009. Total value of Podravka d.d. commercial notes issuing program is HRK 350 million. Studena for the fifth year in a row title sponsor of “Studena Croatia Open” tournament Podravka’s brand Studena was for the fifth year in a row title sponsor of the tournament “Studena Croatia Open”. Sponsoring contract was signed by members of the Management Boards, for Podravka Marin Pucar and for Istraturist Željko Kukurin. Long-year successful cooperation between Podravka and Istraturist made “Studena Croatia Open Umag” one of the most significant social events in Croatia. General Assembly of Podravka d.d. held At the General Assembly of shareholders of Podravka d.d. held on 25 March 2010 in Koprivnica, the following resolutions were made: recall of the president and deputy president of the General Assembly of Podravka d.d. and resolution on electing the president and deputy president of the General Assembly of Podravka d.d – pursuant to draft proposals by the Management Board and Supervisory Board of Podravka d.d and as published in the invitation to the General Assembly. Podravka d.d. share included in blue chip index of the Zagreb Stock Exchange As of 29 March 2010 Podravka share is listed among the blue chip index CROBEX10© of the Zagreb Stock Exchange. The first review of the index was performed by the Index Commission on 11 March 2010, based on the trading data for the period from 1 September 2009 to