Introduction

  • Independent auditor's report
  • Interview with Luis Antonio Malvido, the Chairman of...
  • Financial and operational highlights
  • Calendar of key events in 2011

01
About Telefónica Group

  • About Telefónica Group – Introduction

02
Board of Directors' Report on Business Activity

  • Telefónica O2 Czech Republic Group
  • The telecommunications market in the Czech Republic
  • Consumer segment
  • Business and SME
  • Corporate and government
  • National and international wholesale services
  • Payment services
  • Comments on the financial results

03
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

04
Corporate governance

  • Corporate governance of the Telefónica...
  • Subsidiaries, associates and other ownership interests
  • The organisation of Telefónica CR
  • 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 CR's Declaration of Compliance with the...
  • Information relating to matters according to Section...

05
Consolidated financial statements

  • Consolidated financial statements – Introduction

06
Financial statements

  • Financial statements – Introduction

07
Other information for shareholders and investors

  • Other information for shareholders and investors

Supervisory Board
(as at 31 January 2012)

José María Álvarez-Pallete López (*1963)

Chairman

Mr. Álvarez-Pallete has a degree in Economics from the Complutense University of Madrid. He also studied Economics at the Free University of Brussels, in Belgium, holds an international Management Programme from IPADE and an Advance Research Degree from the Complutense University of Madrid. In February 1999 he joined the Telefónica Group as a General Manager of Finance for Telefónica Internacional, S.A. In September of the same year it was given the post of General Manager of Corporate Finance in Telefónica, S.A. In July 2002 he was appointed Chairman and CEO of Telefónica Internacional, S.A. In July 2006, Managing Director of Telefónica Latin America and Chairman, and in March 2009, CEO of Telefónica Latin America. From 5 September 2011 he serves as Chairman and CEO of Telefónica Europe and Member of the Board of Telefónica, S.A., position that holds from July 2006. He is also one of Members of the Telefónica Executive Committee. He began his professional career with Auditors Arthur Young in 1987, before joining Benito & Monjardín / Kidder, Peabody & Co. in 1988. After this, in 1995, he joined the Company of Cementos Portland (Cemex) as head of the Investor Relations and Studies Department. In 1996, he was promoted to Financial Manager for Spain and in 1998, to General Manager for Administration and Finance responsible for the Cemex Group’s interests in Indonesia and member of the Board of Cemex Asia, Ltd. In 2001, he won the CFO Europe Best Practice Award in the category of Mergers and Acquisitions 2000 by the CFO Europe Magazine (The Economist Group). He is also Honorific Member of Carlos III Foundation Latin-American Forum since April 2003 and in July 2007, he won the ‘Forum de Alta Dirección’ Golden Master. The 4th of October 2011, he was awarded as the Best Business Leader 2011 by El Economista.

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 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 Telefónica, S.A., since the beginning of 2008 and She serves as non-executive director of Old Mutual plc since February 2011. She has a Bachelor of Arts in Business and Law from the Universidad Pontificia de Comillas – ICADE E3 in Madrid.

Lubomír Vinduška (*1956)

2nd Vice-chairman

Graduated in radio communications 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 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 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. In the last five years he was not a member of any other governing, executive or supervisory bodies outside Telefónica Czech Republic.

Antonio Botas Bañuelos (*1963)

Member

Antonio Botas earned his Bachelor degree at Universidad Complutense in law and a Masters 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 Czech Republic. From September 2007 he serves as Managing Director Product Development & Brand Management at Telefónica Germany GmbH & Co. OHG. He has been a member of the Supervisory Board of Telefónica Czech Republic since April 2008. From 2010 he has served as Director of International Coordination Global Marketing in Telefónica, S.A.

Patricia Cobian Gonzalez (*1975)

Member

Patricia Cobian is Business Development Director for Telefónica Europe, in charge of strategic initiatives, new business opportunities and the coordination with Telefónica Digital and Telefónica Global Resources. Prior to that she was Business Manager for Telefónica Europe’s Chairman and CEO. She joined the Telefónica Group in 2006 as Vice President for Strategy and Development for O2 Group. Prior to joining the Telefónica Group, Patricia spent seven years with McKinsey & Company, where she was a member of the Telecommunications and Corporate Finance practices in the Madrid, New York and London offices. She started her career at Hewlett-Packard in the Financial Services Division. Patricia holds a MSc. in Industrial Engineering from Universidad Pontificia Comillas – ICAI, Madrid.

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 degree 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. From 1997 until the present he works as an international consultant for the investment bank Goldman Sachs; in 1998–2010 he consulted for ABB. He presently serves also as Chairman at Chayton Capital (London), Meridiam Infrastructure (Paris) and holds membership in the board of directors at KSK Power Ventur in Hyderabad (India). In 2000 he started teaching at the Faculty of Social Sciences, Charles University in Prague, and in 2004–2010 he taught at the University of Economics in Prague, also serves as a member of the scientific council of the Faculty of the National Economy. He is also a member of the supervisory Board at the Illinois Institute of Technology in Chicago, deputy chairman of the Trilateral European Group and a member of the European group of advisors to the International Monetary Fund. He authored many research and popular papers and he speaks English, Spanish, Russian, German and French.

Tomáš Firbach (*1976)

Member

Graduated in Management and Economics in Transportation from the Czech Technical University, Faculty of Transportation. After his graduation in 1999 he worked in JSJ as information systems manager. In 2001 he joined Eurotel Praha (the legal predecessor of Telefónica Czech Republic) as network planning specialist. In 2004–2005 we worked in ČD Telekomunikace (presently ČD Telematika, a.s.) as business consultant. He has been with Telefónica Czech Republic since 2005, presently in the position of Senior Key Account Manager. In the last five years he was not a member of any other governing, executive or supervisory bodies outsider Telefónica Czech Republic.

Petr Gazda (*1965)

Member

Graduated in Economics and Management from the Business College Ostrava. He has been with Telefónica Czech Republic (and its legal predecessors) since 1991; he presently works as Network Operations Director. Previously: 1991–2006 Eurotel Praha; 1988–1991 ČESKÝ TELECOM; 1986–1988 AŽD Praha, specialist; 1983–1984 AŽD Praha, electrical engineer. In the last five years he was not a member of any other governing, executive or supervisory bodies outside Telefónica Czech Republic.

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 Czech Republic. In the last five years he was not a member of any other governing, executive or supervisory bodies outside Telefónica Czech Republic.

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. She 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 1 March 2007 she was appointed Chief Financial Officer of Telefónica Europe plc (now Telefónica Europe plc). She serves on the board of Telefónica Europe.

Enrique Medina Malo (*1972)

Member

Holds a law degree from Carlos III University of Madrid and was admitted to the Spanish Government Legal Services in 1997. From 2002 to 2004 he was appointed General Director for Legislation of the Ministry of Science & Technology. He has been Chief Legal Officer of the Spanish Broadcasting Corporation. Until 2006, he served as State Lawyer for the Public Administration, Ministry of Science and Technology, Ministry of Industry and Energy and the High Court of Cataluña. He joined Telefónica on 2006, as Public Law Manager and afterwards Telecommunications and Information Society Legal Affairs Manager being the responsible of regulation and competition legal issues. On 2008 he was appointed Chief Legal Officer of Telefónica, S.A., reporting to the Group’s General Counsel. From September 2011 until the present he has held the position of General Counsel of Telefónica Europe. He serves on the board of Telefónica Europe.

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 Czech Republic). At present, he works as Specialist for Operation and Maintenance of Digital Telecommunications Technology in Ostrava. He is Chairman of KOV MORAVA and member of EWC (European Works Council) at Telefónica Europe plc. He serves as Vice-chairman of the Ethics and Corporate Social Responsibility Committee of Telefónica Czech Republic. In the last five years he was not a member of any other governing, executive or supervisory bodies outside Telefónica Czech Republic.

Ángel Vilá Boix (*1964)

Member

He is General Manager for Finance and Corporate Development and member of the Executive Committee at Telefónica, S.A. Mr Vilá joined Telefónica in 1997 as Group Controller, moving on to become CFO of Telefónica Internacional, where he led the Telebras privatisation team. In 2000, he was appointed Group Head of Corporate Development. In this position, he executed landmark corporate acquisitions such as O2 plc and Brasilcel/Vivo and took part in the initial investment of Telefónica in China Netcom. Other significant transactions would include Telco SpA and Český Telecom, as well as the disposals of Airwave and TPI. From 2010, Mr. Vilá also oversaw the Affiliates group, comprising Atento, T- Gestiona and Telefónica Contenidos. Prior to joining Telefónica, he held positions at Citigroup, McKinsey&Co, Ferrovial and Planeta. Ángel Vilá is member of the Board of Directors of Telco SpA (Italy), Telefónica Digital, Telefónica Contenidos, Telefónica Czech Republic and Digital Plus. He previously served on the Boards of BBVA, Endemol, Atento, CTC Chile and Terra Lycos, and the Advisory panel of Macquarie MEIF funds. Mr. Vilá graduated in Industrial Engineering from Universitat Politècnica de Catalunya and holds a MBA from Columbia University (New York).

Overview of membership in the Supervisory Board of Telefónica CR as at 31 January 2012

Name Position Member since
José María Álvarez-Pallete Lopez Chairman of the Supervisory Board 8 November 2011
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
Antonio Botas Bañuelos Member of the Supervisory Board 21 April 2008
Patricia Cobian Gonzalez Member of the Supervisory Board 8 November 2011
Vladimír Dlouhý Member of the Supervisory Board Co-opted on 18 February 2011 Elected by the General Meeting on 28 April 2011
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
Maria Pilar López Álvarez Member of the Supervisory Board 26 July 2007
Enrique Medina Malo Member of the Supervisory Board 8 November 2011
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 (with effect from 24 June 2010)

All changes in the personnel composition in the Supervisory Board in 2011 were described in the 2010 Annual Report and in the 2011 Half-year Report.

In the second half of 2011 and in the period starting 1 January and ending 31 January 2012, the following changes occurred in the personnel composition of the Supervisory Board:

Alfonso Alonso Durán resigned from membership and chairmanship in the Supervisory Board with effect from 8 November 2011
Eduardo Andres Julio Zaplana Hernández-Soro resigned from membership in the Supervisory Board with effect from 8 November 2011
Anselmo Enriquez Linares resigned from membership in the Supervisory Board with effect from 8 November 2011
Guillermo José Fernández Vidal resigned from membership in the Supervisory Board with effect from 8 November 2011
Luis Lada Díaz resigned from membership in the Supervisory Board with effect from 8 November 2011
José María Álvarez-Pallete Lopez co-opted in the Supervisory Board and elected Chairman on 8 November 2011 pending confirmation at the next General Meeting
Patricia Cobian Gonzalez co-opted in the Supervisory Board on 8 November 2011 pending confirmation at the next General Meeting
Enrique Medina Malo co-opted in the Supervisory Board on 8 November 2011 pending confirmation at the next General Meeting

José María Álvarez-Pallete López

María Eva Castillo Sanz

Lubomír Vinduška

Antonio Botas Bañuelos

Patricia Cobian Gonzalez

Vladimír Dlouhý

Tomáš Firbach

Petr Gazda

Pavel Herštík

Maria Pilar López Álvarez

Enrique Medina Malo

Dušan Stareček

Ángel Vilá Boix