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Corporate governance of the Telefónica O2 Czech Republic Group

In 2009, a new independent body, the Audit Committee, was added to the already implemented corporate governance model and the tools and procedures of corporate governance in Telefónica O2 and its subsidiaries continued to be improved. As in previous years, the opportunities for sharing experience and learning from best practice examples in the Telefónica Group were used.

In terms of organisation, Telefónica O2 is a part of Telefónica’s European division (Telefónica Europe), which holds all companies that use the O2 commercial brand regardless of ownership relations. No significant changes occurred in the ownership structure of the Company; Telefónica S.A., holding a 69.41% stake, remains the majority owner.

Telefónica O2’s ownership rights in its subsidiary companies, save for those incorporated in foreign jurisdictions, are exercised by the Board of Directors of Telefónica O2 Czech Republic acting in the capacity of the sole member. Persons with power of attorney given by the Board of Directors of the parent company exercise the ownership rights in foreign subsidiaries within the limits of the mandate approved by the Company’s Board of Directors. Personnel changes in the subsidiary companies’ statutory and supervisory bodies (in positions occupied by the Company’s representatives) are approved by the Board of Directors of the Company and, in accordance with the Articles of Association, they are also subject to prior approval by the Supervisory Board of the Company, whose decisions are made in consideration of the opinion given by the Nomination and Remuneration Committee.