Corporate governance
During the first half of 2011, the Board of Directors met twelve times, the Supervisory Board held two meetings and the Audit Committee (an independent governing body of the Company) met three times.
The Ordinary General Meeting of Telefónica CR was held on 28 April 2011. The supreme governing body of Telefónica CR approved the annual financial statements and the consolidated financial statements of the Company prepared under International Financial Reporting Standards (IFRS) for the year 2010. Both sets of financial statements were recommended by the Board of Directors to the General Meeting for approval and they had been verified by the auditors Ernst & Young who gave an unqualified opinion. The General Meeting approved the Board of Director’s proposal for the distribution of profit and the payment of dividend. The proposal was based in a prudent analysis of the Company’s results in the previous period, the current situation of the balance sheet and with regard to the Company’s future outlook made by the Board of Directors, its investment plans and cash flow projections. The shareholders approved the payment of dividends from the profit made in the year 2010 of CZK 12,680,745,921.87 and a part of the retained earnings from the previous period of CZK 202,850,078.13, which is CZK 12,883,596,000 in total and a dividend of CZK 40 per share before tax.
The General Meeting also approved the proposal of the Board of Directors to amend the Company’s Articles of Association. The corporate name of the Company was changed to Telefónica Czech Republic, a. s., which better reflects the Company’s membership in the Telefónica Group (the change became effective as of 16 May 2011); the Company’s website address also changed; the website is used, among other things, to publish announcements and disclosures to shareholders. The registered business of the Company was expanded to include the provision of low-value payments service pursuant to the Act No. 284/2009 Coll., on the payment system. Last but not least, the position and the remit of the Board of Directors were amended, and the number of members of the Audit Committee was reduced from six to five.
Changes in the personnel composition of the Company’s governing bodies in the period from January until March 2011 are described in the Company’s 2010 Annual Report (section Corporate Governance). No changes occurred in the personnel composition of the Board of Directors during the second quarter of the year. With respect to the Supervisory Board, the previously co-opted members were confirmed in their respective posts by a vote of the General Meeting. The members are Anselmo Enriquez Linares and Vladimír Dlouhý; their résumés are available on the Company’s website, section About. The General Meeting also approved the execution of a contract for the performance of the office of a Supervisory Board member between the Company and Anselmo Enriquez Linares and Vladimír Dlouhý.
The General Meeting also voted into office Vladimír Dlouhý as substitute member of the Audit Committee.
Several changes occurred in the executive macrostructure of Telefónica CR compared to the situation published in the Company’s 2010 Annual Report: as of 1 April 2011, the Strategy and Business Development Division was disbanded, while its units Customer Experience, Strategy and Market Intelligence and Wholesale have been transferred directly into the reporting line of the Chief Executive Officer. Another change occurred on 15 May 2011, when, following the departure of Jiří Šuchman, Director, External Affairs, the agenda of public affairs was spun off from the External Relations unit and subordinated to the Legal and Regulatory Affairs Division. The External Affairs unit at the same time changed its name to Corporate Communication, to better reflect its current agenda. Dana Dvořáková (her résumé is available at the Company’s website, section About Us) was appointed Director of Corporate Communications.
All material information and documents relating to the corporate governance of Telefónica CR are available to shareholders and stakeholders on the Company’s website (www.telefonica.cz).
The changes from the situation described in the 2010 Annual Report of Telefónica CR in respect of the subsidiary and affiliate companies, which occurred during the first half of 2011, concerned Telefónica Slovakia, s. r. o., and Telefónica O2 Business Solutions, spol. s r. o. The corporate name of Telefónica Slovakia, s. r. o., changed following the renaming of its parent company, with effect from 10 May 2011. As regards the subsidiary Telefónica O2 Business Solutions, spol. s r. o., in June 2011 the Board of Directors approved the plan to transform the company by spin-off into a newly incorporated subsidiary Internethome, s. r. o., which will provide electronic communications services. The spun-off company Telefónica O2 Business Solutions, spol. s r. o., will not be wound up and the transformation will become legally effective on the day of the record of the change in the Commercial Register.
Personnel composition of the Supervisory
Board of Telefónica CR (as at 1 August 2011)
| Name | Function |
|---|---|
| Alfonso Alonso Durán | Chairman of the Supervisory Board |
| María Eva Castillo Sanz | 1st Vice-chairman of the Supervisory Board |
| Lubomír Vinduška | 2nd Vice-chairman of the Supervisory Board |
| Eduardo Andres Julio Zaplana Hernández-Soro | Member of the Supervisory Board |
| Antonio Botas Bañuelos | Member of the Supervisory Board |
| Vladimír Dlouhý | Member of the Supervisory Board |
| Anselmo Enriquez Linares | Member of the Supervisory Board |
| Tomáš Firbach | Member of the Supervisory Board |
| Petr Gazda | Member of the Supervisory Board |
| Pavel Herštík | Member of the Supervisory Board |
| Guillermo José Fernández Vidal | Member of the Supervisory Board |
| Luis Lada Díaz | Member of the Supervisory Board |
| Maria Pilar López Álvarez | Member of the Supervisory Board |
| Dušan Stareček | Member of the Supervisory Board |
| Ángel Vilá Boix | Member of the Supervisory Board |
Personnel composition of the Audit Committee
of Telefónica CR (as at 1 August 2011)
| Name | Function |
|---|---|
| María Eva Castillo Sanz | Chairman of the Audit Committee |
| Alfonso Alonso Durán | Vice-chairman of the Audit Committee |
| Pavel Herštík | Member of the Audit Committee |
| Maria Pilar López Álvarez | Member of the Audit Committee |
| Jaime Smith Basterra | Member of the Audit Committee |
| Vladimír Dlouhý | Substitute member of the Audit Committee |
Personnel composition of the Board
of Directors of Telefónica CR (as at 1 August 2011)
| Name | Function |
|---|---|
| Luis Antonio Malvido | Chairman of the Board of Directors |
| Jesús Pérez de Uriguen | 1st Vice-chairman of the Board of Directors |
| Petr Slováček | 2nd Vice-chairman of the Board of Directors |
| Martin Bek | Member of the Board of Directors |
| John Gerald McGuigan | Member of the Board of Directors |
| Jakub Chytil | Member of the Board of Directors |
| František Schneider | Member of the Board of Directors |
Executive management of Telefónica CR
(as at 1 August 2011)
| Name | Function |
|---|---|
| Luis Antonio Malvido | Chief Executive Officer |
| Martin Bek | Director, Support Services Division |
| Jiří Dvorjančanský | Director, Marketing Division |
| Dana Dvořáková | Director, Corporate Communication Division |
| Tony Hanway | Director, Consumer Division |
| Jakub Chytil | Director, Legal, Regulatory and Public Affairs Division Company Secretary |
| Ctirad Lolek | Director, Human Resources Division |
| Jesús Pérez de Uriguen | Director, Finance Division |
| František Schneider | Director, Business Division |
| Petr Slováček | Director, Operations Division |
