Annual report (20-F) - Ono

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B. Compensation The amount accrued to members of the Boards of Directors of Cableuropa and GCO for fees and other remuneration totaled €0.7 million in 2004. In addition, at December 31, 2004 the members of the Board of Directors of Cableuropa and of GCO listed above had 4,760,019 options within the framework of the Stock Option Plan. There are no service contracts or severance benefits for any of our directors with GCO or the ONO Group upon termination of employment (other than service contracts customarily provided with respect to directors). In 2003 we launched an Incentive Plan aimed to attract and retain certain key employees and directors. The eligible employees have the right, subject to certain conditions, to receive an extraordinary cash bonus, with a vesting period of approximately three years. The terms of the plan provide for accrual of annual bonuses from 2003 to 2006 based on individual and ONO Group performance. The bonuses are payable beginning in 2006 and continuing through 2009 in annual installments corresponding to the amount accrued three years earlier. The accrued provision as of December 31, 2004, amounting to €4.2 million, relates to the contributions vested up to the balance sheet date. Phantom Stock Option Plan The Group has adopted two “Phantom Plans” whereby Cableuropa, S.A.U. and Grupo Corporativo ONO, S.A. provide certain eligible employees and directors with the right, subject to vesting, to receive the difference between the fair value of certain number of shares of Cableuropa, S.A.U. or of Grupo Corporativo ONO, S.A. (in both cases estimated by their respective Board of Directors) and their exercise price. C. Board Practices As part of the ONO Group reorganization, on January 2, 2002 the Remuneration and Appointments Committee and the Audit and Compliance Committee in Cableuropa were dissolved and the Board of Directors of GCO established two corresponding committees that have the same functions that those corporate bodies previously had in Cableuropa. Administration Agreement On March 30, 2002, Cableuropa signed an Administration Agreement with GCO which was amended on March 28, 2003. Pursuant to this Administration Agreement, the GCO Board of Directors must approve all significant decisions affecting the business and corporate affairs of the ONO Group. In addition, GCO appoints the directors to the Cableuropa Board of Directors, consisting of two executive directors, two independent directors and a director representing the shareholders of GCO. Cableuropa’s managing director, and president if necessary, executes all decisions that are not subject to a formal approval by the Cableuropa Board of Directors. In addition, GCO’s Auditing and Compliance Committee shall act as Cableuropa’s Auditing and Compliance Committee for the purposes of Sarbanes-Oxley act. Remuneration and Appointments Committee GCO’s Remuneration and Appointments Committee is comprised of five members of its Board of Directors. Its purpose is to oversee the ONO Group’s remuneration, recruitment and human resource policies. Decisions taken by this committee are then recommended to the Board of Directors of GCO for their approval or amendment. The following table shows the members of GCO’s Remuneration and Appointments Committee: Name Jack McCarthy Richard Laxer Juan Carlos Muñoz Leopoldo Calvo-Sotelo Tomás Fuertes Eugenio Galdón Richard Alden Title President Member Member Member Member Observer Observer 70
Audit and Compliance Committee GCO’s audit and compliance committee is comprised of five members of its board of directors. It meets regularly and its purpose is to oversee the ONO Group’s internal controls and audit policies, among others. Decisions taken by this committee are then recommended to the Board of Directors of GCO for their approval or amendment. The following table shows the members of GCO’s Audit and Compliance Committee: Name Juan Carlos Muñoz Richard Laxer David Brochet Nicolás Villén Raimo Lindgren Eugenio Galdón Richard Alden Title President Member Member Member Member Observer Observer The GCO Audit and Compliance Committee now undertakes the functions previously undertaken by the Audit and Compliance Committee of Cableuropa. As a result, we have no separate audit committee. Senior Management The following table contains a description of certain members of our senior management team. Name Age Title Member of Management Since Richard Alden 41 Chief Executive Officer 1998 Jonathan Cumming 37 Chief Financial Officer 2000 Philip Blanchette 56 Chief Operating Officer—Operations 2001 Fernando Ojeda Chief Operating Officer—Customers and 43 Services 2004 Fernando Martínez de Guinea 42 Business Management Director 2004 Mariona Roger Company Secretary and Director of Legal 43 Services 1997 Hermenegildo Simón 37 Internal Audit 1998 Juan Luis Ros 46 Regional Director—Mediterranean Cluster 1998 Francisco Martínez 48 Regional Director—Southeast Cluster 1995 Enrique Presa 38 Regional Director—North Cluster 2000 Rafael Sánchez 55 Regional Director—Andalucia Cluster 2003 Set forth below are the biographies of each of these senior managers: Jonathan Cumming is our Chief Financial Officer. Prior to joining Cableuropa in May 2000, Mr. Cumming held a number of positions in the Barclays Group both in Spain and in the United Kingdom. Latterly, he worked in the investment banking division with the responsibility for the bank’s telecommunications financings in Spain and Portugal. Mr. Cumming is a graduate of Cambridge University. Philip Blanchette is our Chief Operating Officer. Mr. Blanchette joined Cableuropa from NC Numericable, the second largest cable operator in France, where he was Chief Operating Officer. Previously, Mr. Blanchette held various senior positions in telecommunications operators around the world such as Global Telesystems Group. Fernando Ojeda is our Chief Operating Officer for Customers and Services. Prior to joining Cableuropa in March 2004, Mr. Ojeda was Chief Executive Officer of Cadbury Dulciora. He has also been Chief Executive Officer of Bahlsen Group in Italy, after holding the General Manager and the Manager of Sales and Marketing positions at this company. 71
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SECURITIES AND EXCHANGE COMMISSION
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“RGUs” are revenue generating u
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CONTENTS Clause Item 1. Identity of
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PART I Item 1. Identity of Director
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Reconciliation between EBITDA and n
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The table below shows the high and
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significant qualifications and exce
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• consolidate our brand in the ma
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operating and financial performance
Page 19 and 20: the products and services we offer
Page 21 and 22: • our ability to access the finan
Page 23 and 24: In March 2005, Cableuropa performed
Page 25 and 26: Our Strategy experience with cable
Page 27 and 28: We offer the following bundled serv
Page 29 and 30: Digital Television The introduction
Page 31 and 32: annual revenue of around €1 milli
Page 33 and 34: them are trained in our specific in
Page 35 and 36: • Andalucía Cluster. The Andaluc
Page 37 and 38: • Television line-up. Sogecable h
Page 39 and 40: In accordance with the General Law
Page 41 and 42: Telecommunications further requires
Page 43 and 44: Obligations According to the releva
Page 45 and 46: second telephony lines. The network
Page 47 and 48: Address Current Use Size (square me
Page 49 and 50: Address Current Use Size (square me
Page 51 and 52: The following are the key factors a
Page 53 and 54: The following table sets forth reve
Page 55 and 56: The following table sets forth cert
Page 57 and 58: total revenues to 28.6% for the yea
Page 59 and 60: Net Extraordinary Income/(Expense)
Page 61 and 62: needed before commercial launch of
Page 63 and 64: Net cash provided by financing acti
Page 65 and 66: A number of these contracts are sub
Page 67 and 68: All decisions regarding our busines
Page 69: Leopoldo Calvo-Sotelo became an ind
Page 73 and 74: E. Share Ownership Currently none o
Page 75 and 76: The shareholders’ agreement provi
Page 77 and 78: Dividend and Liquidation Rights Pay
Page 79 and 80: • the aggregate increases approve
Page 81 and 82: As security for the senior bank fac
Page 83 and 84: The Indentures also provide for eve
Page 85 and 86: par value shares and subject to adj
Page 87 and 88: Where interest has been paid under
Page 89 and 90: the avoidance of double taxation. H
Page 91 and 92: possible application of the passive
Page 93 and 94: a sale, exchange, retirement or dis
Page 95 and 96: The table below shows the variable
Page 97 and 98: Item 16C. Principal Accountant Fees
Page 99 and 100: No. 333-10976)). (Now superseded.)
Page 101 and 102: Form F-4 (File No. 333-109976)). 4.
Page 103 and 104: INDEX TO THE CONSOLIDATED FINANCIAL
Page 105 and 106: CABLEUROPA, S.A.U. AND SUBSIDIARIES
Page 107 and 108: CABLEUROPA, S.A.U. AND SUBSIDIARIES
Page 109 and 110: Other subsidiaries: Company Name He
Page 111 and 112: d) Foreign exchange rate options Fo
Page 113 and 114: Had the life of this debt not been
Page 115 and 116: 6. Start-up costs Euro thousand Bal
Page 117 and 118: ) Finance leases Computer hardware
Page 119 and 120: 9. Financial assets Euro thousand B
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The detail of short and long term d
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Cancellation in 2003 of MBCF relate
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(e) State Subsidies Starting in 200
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Options granted under the Phantom P
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(c) Reserves (accumulated losses) i
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(c) The movement in deferred tax as
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In 2004, 2003 and 2002, the Group
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Transactions Services received Serv
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Euro thousand 2004 2003 Audit servi
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Euro thousand 2004 2003 2002 Change
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Reconciliation of net profit / (los
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Management of the Group considered
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(n) Start-up costs. Under Spanish G
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Amortization expense related to int
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(h) Leases The group leases certain
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Annual report (20-F) - Ono

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