Introduction

  • Independent auditor's report
  • Financial and operational highlights
  • Letter from the Chairman of the Board of Directors
  • Calendar of key events in 2010

02
About Telefónica Group

  • About Telefónica Group – Introduction

03
Board of Directors' Report on Business Activity

  • Telefónica O2 Czech Republic Group
  • The telecommunications market in the Czech Republic
  • Networks and technology
  • Voice services
  • Internet, data and value added services
  • Convergent services
  • Payment services
  • ICT services, solutions for business and for the...
  • Interconnection
  • Comments on the financial results

04
Corporate Social Responsibility (CSR)

  • Corporate Social Responsibility (CSR) – Introduction
  • Business Principles
  • Market conduct and customer care
  • Caring for employees and the workplace environment
  • Caring for the environment
  • Supporting communities

05
Corporate governance

  • Corporate governance of the Telefónica O2...
  • Subsidiaries, associates and other ownership interests
  • The organisation of Telefónica O2
  • Governing bodies
  • Board of Directors
  • Executive management
  • Report by the Company's Supervisory Board
  • Supervisory Board
  • Audit Committee
  • Rules for the remuneration of persons with executive...
  • Other information relating to persons with executive...
  • Telefónica O2's Declaration of Compliance with the...
  • Information relating to matters according to Section...

06
Consolidated financial statements

  • Consolidated financial statements – Introduction

07
Financial statements

  • Financial statements – Introduction

08
Other information for shareholders and investors

  • Other information for shareholders and investors

Supervisory Board
(as at 15 March 2011)

Alfonso Alonso Durán (*1957)

Chairman

Holds a BA degree in Economics from the Universidad Autónoma Madrid, and an MBA from IESE Business School Barcelona. He started his professional career in 1974 with Banco de Bilbao as manager/controller. He joined Telefónica as economist and worked in several departments: internal audit, accounts, infrastructure, international communications, financial controlling and cost management in the Spanish fixed business unit. In 1999 he left Telefónica de España for Telefónica, S.A., as Deputy Director for Planning and Management Control. In 2003, he became General Manager for Strategy, Budget and Control. In 2008 took the position of Director of Operations in the corporation and became in the same year Director of Transformation in charge of Purchases, Technology, Information systems and Strategy and Innovation to transform in the scope of the operative integration of the business units of Telefónica.

María Eva Castillo Sanz (*1962)

1st Vice Chairman

Eva Castillo led the Global Wealth Management business of Bank of America Merrill Lynch in Europe, Middle East and Africa (EMEA) from 2006 to 2009, having held a number of other senior positions in Merrill Lynch from 1997, including as head of Global Markets and Investment Banking in Iberia and President of Merrill Lynch Spain and, before that, as Chief Operating Officer for Merrill Lynch EMEA Equity Markets. Previously she had worked for the International Equities division of Goldman Sachs in London between 1992 and 1997. Her career in the financial services industry began at the Spanish broker Beta Capital in Madrid, where she worked from 1988 until 1992. She has been a non-executive director of Telefonica SA since the beginning of 2008 and She is a non –executive director of Old Mutual plc since February 2011. She has Bachelor of Arts degrees in Business and Law from the Universidad Pontificia de Comillas - ICADE E3 in Madrid.

Lubomír Vinduška (*1956)

2nd Vice Chairman

Graduated in radio and communication from the Secondary School of Electrical Engineering. In 1974–1979 he worked as a TV repairman and later as an electrical technician at Okresní kovopodnik Praha-východ (Prague-East Regional Metal Works), then at TESLA Strašnice and Czechoslovak Radio. He has been with Telefónica O2 Czech Republic and its legal predecessors since 1979. He worked as an energy operations foreman, head of energy operations and head of territorial transport and mechanisation, Prague. At present he holds the position of Transport and Mechanisation Specialist. He is Deputy Chairman for Telecommunications of the Post, Telecommunications and Newspaper Services Employees, Trade Union Deputy Chairman of the Trade Union Steering Committee at Telefónica O2 Czech Republic, and Chairman of the Prague Trade Union Steering Committee. In 2005 and 2009 he completed courses in International Financial Reporting Standards and financial relations within a group of companies.

Eduardo Andres Julio Zaplana Hernández-Soro (*1956)

Member

Eduardo Zaplana has a degree in law and was the President of the regional Government of Valencia from 1995 to 2002. He has been a member of the Spanish Parliament and Senator, as well as the Spanish Minister for Labour and Social Affairs and government spokesman from 2002 to 2004. Among other official posts, he has also been President of the Commission for Regional Policy and Structural Funds, member of the Bureau and first Vice President at the Committee of the Regions (CoR). In April 2008, Telefónica appointed Eduardo Zaplana as the Company’s representative for Europe. Telefónica has an office in Brussels and operations in the UK, Germany, Ireland, the Czech Republic and Slovakia. Mr. Zaplana is a member of the Board of Directors of Telefónica Europe plc from July 2008. Since December 2008, he has been the Deputy to the Technical Secretary General of the Presidency.

Antonio Botas Bañuelos (*1963)

Member

Antonio earned his Bachelor degree at Universidad Complutense in law and a Master degree in Economics and Business Administration (MBA) at IESE in Barcelona. He has twenty years of experience in management, operative and strategic marketing and co-ordination of large multinational teams, and he has worked in international markets, namely those in the Americas and Europe. He worked as Marketing Manager in Royal Insurance, which he joined after leaving Johnson & Johnson. He joined the Telefónica Group in 1995 and he worked for Telefónica Publicidad e Informacion, Doubleclick Iberoamérica, Terra and Terra Lycos in positions ranging from Chief Sales and Marketing Officer to Executive Vice President for New Business. From 2005 until August 2007 he worked as Chief Transformation and Convergence Officer in Telefónica O2 Czech Republic. Since September 2007 he holds the position of Managing Director Product Development & Brand Management at Telefónica O2 Germany GmbH & Co. OHG. He has been member of the Supervisory Board of Telefónica O2 Czech Republic since April 2008. Since 2010 he has been Director of International Coordination Global Marketing in Telefónica S.A.

Vladimír Dlouhý (*1953)

Member

Graduated from the University of Economics in Prague; in 1977–1978 he also studied at the Catholic University in Leuven, Belgium. In 1980-1982 he got his postgraduate decree in Probability and Mathematical Statistics from the Charles University in Prague, where he worked as research assistant at the Department of Econometrics after he completed his undergraduate studies at the University of Economics. In 1984 he was one of the founding members of the Forecasting Institute of the Czechoslovak Academy of Sciences, where he worked first as a researcher and finally as deputy director. In 1989–1992 he was Minister for Economy of the Czech and Slovak Federal Republic; from 1992 until June 1997 he was Minister of Industry and Trade of the Czech Republic. He was a member, and later deputy chairman of the Civic Democratic Alliance and member of the Czech parliament. In September 1997 he started a private consultancy. His clients include the U.S. investment bank Goldman Sachs or ABB ČR. Since 2000 he has been teaching at the Faculty of Social Sciences, Charles University in Prague, and since 2004 also at the University of Economics in Prague. He authored many research papers and is a member of the Trilateral Commission. He is fluent in English, Spanish, Russian and speaks also German and French.

Anselmo Enriquez Linares (*1964)

Member

Joined from Diageo where he was HR Director for the leading premium drinks company’s Africa region, took up his position on 1 July 2008 as a new Group Human Resources Director and is responsible for the company’s businesses in Europe outside of Spain, and also serves as a Member of the Board at Telefónica Europe plc. He has significant experience in management development at an international level thanks to his previous roles as HR Director for Africa and Iberia regions at Diageo. Prior to Diageo, he worked for a number of major companies in the financial services and consumer goods industries, including Barclays, Lloyds TSB and Grand Metropolitan. British born with Spanish parents, he is bilingual in English and Spanish. His global career experience has included responsibility for regions as diverse as Thailand, Latin America and North America. He currently resides in London.

Tomáš Firbach (*1976)

Member

Graduated in Management and Economics in Transportation from the Czech Technical University, Department of Transportation. After his graduation in 1999 he worked in JSJ spol. s r.o. as information systems manager. In 2001 he joined Eurotel Praha, spol. s r.o. (the legal predecessor of Telefónica O2 Czech Republic) as network planning specialist. In 2004–2005 we worked in ČD Telekomunikace, a.s. (presently ČD Telematika, a.s.) as business consultant. He has been with Telefónica O2 Czech Republic, a.s. since 2005, working as Senior Product Manager for fixed line data services. In the last five years he was not a member of any other statutory or supervisory bodies except for the Supervisory Board of Telefónica O2 Czech Republic, a.s.

Petr Gazda (*1965)

Member

Graduated in Economics and Management (BA) from the Business College Ostrava. He has been with Telefónica O2 Czech Republic (and its legal predecessors) since 1991; he presently works as Network Operations Director for Regions; previously: 1991–2006 Eurotel Praha, spol. s r.o.; 1988–1991 ČESKÝ TELECOM, a.s.; 1986–1988 AŽD Praha, specialist; 1983–1984 AŽD Praha, electrical engineer. In the last five years he was not a member of any other statutory or supervisory bodies except for the Supervisory Board of Telefónica O2 Czech Republic, a.s.

Pavel Herštík (*1951)

Member

Graduated in communication technology from the Secondary Technology School of Electrotechnical Engineering. In 1972, he started working as a telephone test centre technician in Ředitelství telekomunikací Praha (Telecommunications Headquarters, Prague). For the next 20 years (1975–1995), he worked in the field of work procedure planning, evaluation and work efficiency measurement. From 1995 to 2005, he was Head of Information Management and went on to become Head of the Management, Organisation and Administration Department. At present, he is Senior Specialist in the area of management and administration of management documents. In 2005 and 2009 he completed courses in international accounting standards and intra-holding relationships. In 2007 he was certified under the National Certification Programme for Corporate Ethics and Culture. He is Chairman of the Trade Union Steering Committee of Telefónica O2 Czech Republic and member of the European Works Council of the European division of the Telefónica Group. He has not, for the last five years, been a member in another supevisory body of another company.

Guillermo José Fernández Vidal (*1946)

Member

Guillermo holds a degree in Industrial Engineering and Computer Science and in 1989 he joined Telefónica, first as a manager and later he was promoted to Commercial Director (1992–1995) and General Manager of Companies of Telefónica (1995–1999). In 1999 he was appointed Chief Executive Officer of Telefónica Data and President of Telefónica Data España. In the same year he was also a member of statutory bodies at Telefónica Móviles, Telefónica de España, Vía Digital and Portugal Telecom. In 2003 he was appointed General Manager for Subsidiaries. From 2004 to 2005 he was General Manager for Commercial Development and Affiliates at Telefónica, S.A. In 2005 he was appointed as Corporate General Manager of Telefónica, S.A. and member of the Board of Telefónica Móviles de España, Telefónica de España and TPI. He is presently advisor to Telefónica, S.A.

Luis Lada Díaz (*1949)

Member

Luis holds a degree in telecommunications engineering and joined the Telefónica Group in 1973 in the Research and Development Department, rising through the ranks to hold various managerial and executive positions within the group. In 1989 he was Deputy Director for Technology, Planning and International Services. Later he joined Amper Group, a manufacturer of telecommunications system and equipment, as Director of Planning and Control. He returned to the Telefónica Group in 1993 as Chief Controller for Subsidiaries and Participated Companies. In 1994 he was appointed Chief Executive Officer of Telefónica Móviles de España, S.A., and in September 2000 he went on to become President and Chief Executive of Telefónica Móviles, S.A. until 2004, when he was named Director for Development, Planning and Regulatory Affairs of Telefónica, S.A. In 2005 he was elected Executive Chairman of Telefónica de España, S.A.U. Until he left his executive positions in Telefónica in July 2006, he had served on the Boards of Directors of Telefónica, S.A., Telefónica Móviles, S.A., Telefónica Internacional, S.A. and other Telefónica Group‘s corporations, and currently is Professor “Ad Honorem” of the Politechnic University of Madrid, C.E.O. of Ribafuerte S.L., Member of the Royal Academy of Engineering, the Bankinter Foundation for Innovation and the Telefónica Latinoamérica and the Telefónica España Advisory Boards, and Member of the Boards of Directors of INDRA Sistemas S.A., Gamesa Corporación Tecnológica, S.A., Telefónica I+D, Telcel (Telefónica Venezuela) and Ydilo Advanced Voice Solutions, S.A.

Maria Pilar López Álvarez (*1970)

Member

A graduate of Business Studies, she joined Telefónica after working for several years at JP Morgan in London and New York where she worked her way up to Vice President. Pilar joined the Telefónica Group 1999 in Telefónica de España’s Strategic Planning Department. In May 2000 she was appointed Director of Management Control at Telefónica, S.A. Two years later she joined Telefónica Móviles S.A. to head up its Management Control function. In October 2006 she was promoted to Director of Strategy and Business Development at Telefónica de España. On 1st March 2007, she was appointed Chief Financial Officer of Telefónica O2 Europe plc (now Telefónica Europe plc).

Dušan Stareček (*1956)

Member

Qualified in Electronic and Electrical Technology at the Technical and Engineering Secondary School in Rožnov p. Radhoštěm. In 1975, he started work as a technician at Long-distance Cables Administration, Prague (the legal predecessor of ČESKÝ TELECOM). In 1992, he was promoted to the position of Head of External Maintenance in the Transmission Technology Unit (the legal predecessor of Telefónica O2 Czech Republic). At present, he works as Specialist for Operation and Maintenance of Digital Telecommunications Technology in Ostrava. He is a member of the Trade Union Steering Committee of Telefónica O2 Czech Republic, Chairman of KOV MORAVA and member of EWC (European Works Council) at Telefónica Europe plc. and Vice Chairman of the Ethics and Corporate Social Responsibility Commitee of the Supervisory Board of Telefónica O2 Czech Republic.

Ángel Vilá Boix (*1964)

Member

Ángel Vilá is Managing Director in charge of Corporate Development and Affiliates at Telefónica, S.A. Mr. Vilá graduated in Industrial Engineering from Universitat Politècnica de Catalunya and holds a MBA from Columbia University (New York). Ángel Vilá is responsible for group wide Mergers & Acquisitions activity at Telefónica, having closed relevant corporate transactions such as O2 plc, Brasilcel and ČESKÝ TELECOM acquisitions, as well as Telefónica investments in Telecom Italia/ Telco SpA and China Unicom. Prior significant deals, among others, would include Telebras privatisation, the purchase of BellSouth and Motorola properties in LatinAmerica and the disposal of Meditel, Airwave, TPI and Antena 3 TV. Mr. Vilá also oversees the Affiliates group, including Atento, T. Gestiona and Telefónica de Contenidos. Prior to joining Telefónica, Mr. Vilá held various positions at Citibank NA, McKinsey & Company, Grupo Planeta and Ferrovial. Ángel Vilá is Vice Chairman of the Board of Directors of Telco SpA (Italy), Chairman of Telefónica de Contenidos S. A., member of the Board of Directors of Atento, Digital+ and Telefónica O2 Czech Republic, and member of the European Advisory Panel of Macquarie’s MEIF Funds. He previously served on the Boards of Banco Bilbao Vizcaya Argentaria (BBVA), Endemol, CTC Chile and Terra Lycos, among others.

Personnel composition of the Supervisory Board
of Telefónica O2 Czech Republic, a.s. as at 15 March 2011

Name Function Member since
Alfonso Alonso Durán Chairman of the Supervisory Board 23 June 2005 Re-elected by the General Meeting on 7 May 2010 (effective from 24 June 2010)
María Eva Castillo Sanz 1st Vice Chairman of the Supervisory Board 7 May 2010
Lubomír Vinduška 2nd Vice Chairman of the Supervisory Board 29 June 2008
Eduardo Andres Julio Zaplana Hernández-Soro Member of the Supervisory Board 3 April 2009
Antonio Botas Bañuelos Member of the Supervisory Board 21 April 2008
Vladimír Dlouhý Member of the Supervisory Board 18 February 2011
Anselmo Enriquez Linares Member of the Supervisory Board 4 November 2010
Tomáš Firbach Member of the Supervisory Board 29 June 2008
Petr Gazda Member of the Supervisory Board 29 June 2008
Pavel Herštík Member of the Supervisory Board 29 June 2008
Guillermo José Fernández Vidal Member of the Supervisory Board 23 June 2005 Re-elected by the General Meeting on 7 May 2010 (effective from 24 June 2010)
Luis Lada Díaz Member of the Supervisory Board 23 June 2005 Re-elected by the General Meeting on 7 May 2010 (effective from 24 June 2010)
Maria Pilar López Álvarez Member of the Supervisory Board 21 April 2008
Dušan Stareček Member of the Supervisory Board 29 June 2008
Ángel Vilá Boix Member of the Supervisory Board 23 June 2005 Re-elected by the General Meeting on 7 May 2010 (effective from 24 June 2010)

Information about the term of office of Supervisory Board members is given in sub-section Governing bodies.

All changes in the personnel composition in the Supervisory Board in the first half of 2010 were described in the 2009 Annual Report and in the 2010 Half-year Report.

The following changes occurred in the personnel composition of the Supervisory Board in the second half of 2010 and in the period from 1 January to 15 March 2011:

Enrique Used Aznar his membership in the Supervisory Board expired upon his death on 20 September 2010
Anselmo Enriquez Linares co-opted as member of the Supervisory Board on 4 November 2010 as a substitute member until the next General Meeting
Jaime Smith Basterra resigned from membership in the Supervisory Board effective from 18 February 2011
Vladimír Dlouhý co-opted as member of the Supervisory Board on 18 February 2011 as a substitute member until the next General Meeting

Alfonso Alonso Durán

María Eva Castillo Sanz

Lubomír Vinduška

Eduardo Andres Julio Zaplana Hernández-Soro

Antonio Botas Bañuelos

Vladimír Dlouhý

Anselmo Enriquez Linares

Tomáš Firbach

Petr Gazda

Pavel Herštík

Guillermo José Fernández Vidal

Luis Lada Díaz

Maria Pilar López Álvarez

Dušan Stareček

Ángel Vilá Boix