ANNUAL REPORT OF âTRANSGAZâ MANAGEMENT INDIVIDUAL ...
ANNUAL REPORT OF âTRANSGAZâ MANAGEMENT INDIVIDUAL ...
ANNUAL REPORT OF âTRANSGAZâ MANAGEMENT INDIVIDUAL ...
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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
NATIONAL GAS TRANSMISSION COMPANY<br />
“TRANSGAZ” S.A Medias<br />
<strong>ANNUAL</strong> <strong>REPORT</strong> <strong>OF</strong> “TRANSGAZ” <strong>MANAGEMENT</strong><br />
<strong>INDIVIDUAL</strong> FINANCIAL STATEMENTS<br />
-2007-<br />
(AUDITED FINANCIAL STATEMENTS)<br />
Page 1 of 54
SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
CONTENTS<br />
<strong>REPORT</strong> AND ISSUER IDENTIFICATION DATA.........................................................................<br />
BACKGROUND DATA ON THE ISSUER …………..........……………………………………...<br />
EXECUTIVE SUMMARY……..…………………………………………………………………...<br />
CH.1 - ANALYSIS ON COMPANY’S ACTIVITY……………………………..<br />
1.1.a) Main activities….…………......................................................................................<br />
1.1.b) Transgaz’ incorporation date.............................................................................................<br />
1.1.c) Key merger or restructuring of Transgaz during the financial year …..<br />
1.1.d) Asset acquisition and transfer.........................................................................................<br />
1.1.e) Assessment of the company’s activity……………………………...................................<br />
1.1.1. General assessment features…………………………………………………..............<br />
1.1.2. Assessment of Transgaz technical level.......................................................................<br />
1.1.3. Assessment of the supply activity …………………………………………………...<br />
1.1.4. Assessment of the trading activity…………………………………………………….<br />
1.1.5. Assessment of company’s employee/ personnel related issues.........................................<br />
1.1.6. Assessment of the environmental impact of Transgaz’ main<br />
activities.......................................................................................................<br />
1.1.6.1. Synthetic presentation on the environmental impact of Transgaz’ main activity ……...<br />
1.1.6.2. Main actions, measures for environmental management improvement and prevention and/or<br />
mitigation of the environmental impact for 2007.............................<br />
1.1.6.3. Level of compliance with the environmental protection legislation …………<br />
1.1.6.4. Fines, accidental occurences and disputes..........................................................................<br />
1.1.7 Prospects on Transgaz’ activity.......................................................<br />
CH. 2 TRANSGAZ TANGIBLE ASSETS…………………………………………<br />
2.1 Location and features of Transgaz main output capacities............<br />
2.2 Description and analysis of the property wear-out extent..............................................<br />
2.2.1. Description and analysis....................................................................................<br />
2.2.2. Achievement of the maintenance programme ……………………………….............<br />
2.2.3. Investment programme…………………………………………………………………..<br />
CH.3. THE MARKET <strong>OF</strong> THE SECURITIES ISSUED BY TRANSGAZ...............................<br />
3.1. Features and evolution of the securities issued by Transgaz on the regulated market managed by<br />
the Bucharest Stock Exchange.....................................................................<br />
3.2. Description of Transgaz policy on dividends.................................................................<br />
3.3. Description of any company’s actions for purchasing its own shares……………………..…<br />
3.4. In case of subsidiaries, specify the number and the nominal value of the shares issued by the<br />
parent company and held by the subsidiaries.................................<br />
3.5. If the company issued bonds and/or other receivables, specify the manner of discharging the<br />
company’s obligations towards the bearers of such securities……….....<br />
CH.4. COMPANY’S <strong>MANAGEMENT</strong>………………………….…………………………….<br />
4.1. Introduction of administrators………………………………………………………….…….<br />
4.2. Members of Executive Management……………..……………………………..............<br />
CH.5. ACCOUNTING FINANCIAL STANDING…….……..……………………..............<br />
5.1. Comparative analysis of the economic-financial standing within the last 3 years.............................<br />
5.1.1. Balance sheet items………………………………………………………………….<br />
5.1.2. Profit and loss account................................................................................................<br />
5.1.3. Cash-flow………………………………………………………………………………..<br />
5.2. Financial risk management………………………………………………………...<br />
CH.6. MISCELLANEOUS………………………………………………………………………………...<br />
ANNEXES TO CH.4 item 4.1.a)………………………………………………………………………...<br />
Page 2 of 54
SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
<strong>REPORT</strong> AND ISSUER IDENTIFICATION DATA<br />
Annual Report under Article 227 of Law no.297/2004<br />
For the financial year ended on December 31 st , 2007<br />
Report date: April 4 th , 2007<br />
Name of company: SNTGN TRANSGAZ SA<br />
Registered office: Medias, no.1, Constantin I. Motas Sq., code: 551130<br />
Phone/fax no.: 0269-803333/0269-839029<br />
Unique registration code under the Commercial Register Office: 13068733<br />
Tag number in the Commercial Register: J32/301/2000<br />
Subscribed and paid-up share capital: lei 117,738,440<br />
Regulated market for the issued security transactions: Bucharest Stock Exchange<br />
Main characteristics of the securities issued by Transgaz: 1,177,384 ordinary,<br />
registered, unseverable and freely-transactional shares as of January 24 th , 2008, having<br />
a nominal value of lei 10 /share.<br />
BACKGROUND DATA ON THE ISSUER<br />
The National Gas Transmission Company, “TRANSGAZ” SA (Transgaz), performs<br />
activities in the following locations:<br />
• Transgaz headquarters: Medias, no. 1, C.I. Motas Sq., Sibiu county, code<br />
551130;<br />
• Operating Division: Medias, no.11, George Enescu St., Sibiu county, code<br />
551018;<br />
• Research, Engineering and Regulation Division: Medias, no.6, Unirii St., Sibiu<br />
County, code 550173;<br />
• Bucharest Gas Dispatching Centre: Bucharest, no.30, Calea Dorobanti, sector 1,<br />
code 010573.<br />
Transgaz holds 10 regional operating centres, void of legal personality:<br />
1. Arad Regional Operating Centre, no.56, Poetului St., Arad, Arad County, code<br />
310369;<br />
2. Bacău Regional Operating Centre, no. 63, George Bacovia St., Bacău, Bacău<br />
County, code 600238;<br />
3. Brăila Regional Operating Centre, no.5, Ioan Ghica St., Brăila, Brăila County,<br />
code 810089;<br />
4. Brasov Regional Operating Centre, no.12, Grigore Ureche St. A, Brasov,<br />
Brasov county, code 500449;<br />
5. Bucuresti Regional Operating Centre, no. 2-4, Lacul Ursului St., sector 6,<br />
Bucharest, code 060594;<br />
6. Cluj Regional Operating Centre, no.12, Crisului St., Cluj-Napoca, Cluj County,<br />
code 400597;<br />
Page 3 of 54
SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
7. Craiova Regional Operating Centre, no. 35, Arhitect Ioan Mincu St., Craiova,<br />
Dolj County, code 200011;<br />
8. Medias Regional Operating Centre, no. 29, George Cosbuc St., Medias, Sibiu<br />
County, code 551027;<br />
9. Constanta Regional Operating Centre, no. 2 bis, Caraiman St., Constanta,<br />
Constanta County, code 900117;<br />
10. Constanta Regional Transit Operating Centre, no. 2 bis, Caraiman St.,<br />
Constanta, Constanta County, code 900117.<br />
The mission of TRANSGAZ is represented by: the operation of the National Gas<br />
Transmission System under safety and economic efficiency conditions, the NTS<br />
rehabilitation, upgrading and development on the main consumption directions; the<br />
NTS interconnection with the neighbouring gas transmission systems; the<br />
development of international gas transit projects, the implementation of a participative<br />
management in all TRANSGAZ fields of actions; the development of corporate<br />
culture and professional achievements; the implementation of gas sector regulations;<br />
the improvement of the gas transmission activity informatisation and the elaboration of<br />
bills and actions to support such bills.<br />
EXECUTIVE SUMMARY<br />
TRANSGAZ performance ratios<br />
Tag<br />
no.<br />
Ratio MU 2005 2006 2007<br />
Variation<br />
%<br />
2006/2005<br />
Variation<br />
%<br />
2007/2006<br />
1 Turnover mil. lei 770.12 909.02 1,038.87 118.04 114.28<br />
2 Operating revenue mil. lei 787.77 941.20 1,051.66 119.48 111.74<br />
3 Operating expenses mil. lei 589.76 675.88 780.37 114.60 115.46<br />
4 Gross operating profit mil. lei 198.01 265.32 271.29 133.99 102.25<br />
5 Gross financial profit mil. lei -22.95 20.97 -1.96 - -<br />
6 Tax on profit mil. lei 36.61 48.38 45.32 132.15 93.68<br />
7 Net profit mil. lei 138.45 237.91 224.01 171.84 94.16<br />
8 Gross dividend/share lei 6.88 11.69 9.66* 171.63 83.03<br />
* Dividend proposal 2007<br />
The evolution of the gas amounts circulated and conveyed through the national gas<br />
transmission system (NTS) as well as of the technological consumption, under<br />
development during 2005-2007, is illustrated below:<br />
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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
20,000.00<br />
18,000.00<br />
16,000.00<br />
14,000.00<br />
12,000.00<br />
Thousand<br />
cm<br />
10,000.00<br />
8,000.00<br />
6,000.00<br />
4,000.00<br />
2,000.00<br />
0.00<br />
2005 2006 2007<br />
Transmitted gas<br />
Circulated gas<br />
Technological consumption<br />
Tag<br />
no.<br />
Ratio MU 2005 2006 2007<br />
1 Transmitted gas mil cm 16,447.07 15,237.34 14,546.58<br />
2 Circulated gas mil cm 18,140.04 18,313.92 17,029.52<br />
3 Technological consumption mil cm 399.19 388.54 329.72<br />
4 Technological consumption/circulated gas<br />
share<br />
% 2.20 2.12 1.94<br />
Within the period under analysis, i.e. during 2005-2007, the gas amount transmitted<br />
through the NTS registered a downfall due to a decrease in demand on the Romanian<br />
gas market.<br />
The evolution of the performance ratios for the main services performed by the<br />
company on the gas market is as illustrated in the table below:<br />
Tag<br />
no.<br />
Achievements<br />
Specifications<br />
2005 2006 2007<br />
Dynamics (%)<br />
0 1 2 3 4 5=3/2 6=4/3 7=4/2<br />
1. Revenues from<br />
transmission<br />
- thousand cm 16,447,067 15,237,343 14,546,575 92.64 95.47 88.44<br />
- lei 510,193,093 620,810,631 735,133,766 121.68 118.42 144.09<br />
- lei/1000 cm 31.02 40.74 50.54 131.34 124.04 162.91<br />
2. Revenues from transit<br />
- lei 219,545,884 212,666,684 190,267,099 96.87 89.47 86.66<br />
3. Revenues from gas<br />
deliveries<br />
- thousand cm 60,182 86,949 156,764 144.48 180.29 260.48<br />
- lei 36,835,658 71,623,279 110,296,420 194.44 154.00 299.43<br />
- lei/1000 cm 612.07 823.74 703.58 134.58 85.41 114.95<br />
4. Other operating<br />
revenues<br />
- lei 21,192,860 36,099,371 15,959,401 170.34 44.21 75.31<br />
5. TOTAL OPERATING<br />
REVENUES<br />
787,767,495 941,199,965 1,051,656,687 119.48 111.74 133.50<br />
The increase in revenues from the gas transmission activity was determined based on<br />
the annual adjustment of the transmission tariffs, mainly influenced by the achieved<br />
and commissioned investments, as well as by the progress of inflation.<br />
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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
The decrease in revenues from the international gas transit was triggered by the<br />
evolution of the USD and EURO exchange rate, as the equivalent value of the transit<br />
services is in currency.<br />
Page 6 of 54
SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
CH.1 – ANALYSIS ON THE COMPANY’S ACTIVITY<br />
1.1.a). Main activities<br />
Transgaz is a joint-stock company operating under the Romanian laws and under the<br />
Incorporation Document.<br />
According to GD no. 334/2000 and Transgaz’ Incorporation Document, the company’s<br />
objective is to achieve the national strategy established for gas transmission,<br />
international transit, dispatching and research-design in the field of gas transmission<br />
by means of trading deeds compliant with its scope of activity and in line with the<br />
national legislation.<br />
Transgaz’ main scope of activity - CAEN code 6030 - “Gas transmission through<br />
pipelines” - consists of gas transmission, international transit, dispatching and<br />
research-design in the field of gas transmission. On the other hand, Transgaz may<br />
complementary perform other related/ancillary activities supportive of its main scope<br />
of activity, according to the legislation in effect and the company’s Incorporation<br />
Document (Article 6).<br />
In accordance with the regulatory framework applicable to the gas sector, Transgaz<br />
performs gas transmission activities based on: specific sector legislation, amended<br />
Concession Agreement approved by GD no. 668/2002, gas transmission licence no.<br />
40/17.01.2001, gas transit licence no. 41/17.01.2001 and authorization no.<br />
829/20.09.2007 for the gas transmission system/site operation, granted by Decision no.<br />
1398/2007 issued by the National Energy Regulatory Authority (ANRE).<br />
The gas transmission activity is deemed as public service of national interest, as it is<br />
included in the regulated segment of the gas domestic market. The gas transmission<br />
services are provided, under natural monopoly conditions, based on tariffs determined<br />
by ANRE. The contracts on transmission services are concluded for a gas year, based<br />
on the framework contracts drawn up and approved by ANRE.<br />
1.1.b). Transgaz’ incorporation date<br />
Transgaz was established in 2000, following the restructuring of the former SNGN<br />
“Romgaz” SA, under GD no. 334/April 28 th , 2000, published in the Romanian Official<br />
Journal, Part I, no. 194/May 4 th , 2000.<br />
SNGN “Romgaz” SA was restructured and reorganized, by division, based on GD no.<br />
334/2000; the company was dissoluted and its main gas sector activities were<br />
unbundled and organized into distinct activities.<br />
Following such restructuring, Transgaz became the technical operator of the NTS,<br />
responsible for its operation under quality, safety, economic efficiency and<br />
environmental conditions.<br />
1.1.c). Key merger or restructuring of Transgaz during the financial year<br />
According to Decision no. 9/July 26 th , 2007 of the General Assembly of the<br />
Shareholders, Transgaz underwent restructuring, by accounting unbundling of the gas<br />
transmission regulated activities pursuant to Article 101(1) of Gas Law no. 351/2004,<br />
further amended and supplemented. For the purpose of implementing the restructuring<br />
Page 7 of 54
SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
process, the above-mentioned Decision approved the dissolution of the Gas<br />
Transmission Subsidiary, Medias, of the Subsidiary for Research and Design in the<br />
field of Gas Transmission, and of the 9 Regional Transmission Offices of the<br />
Company. The former Regional Transmission Offices turned into Regional Operating<br />
Centres standing for secondary head offices (operating centres) of the Company: Arad<br />
Regional Operating Centre, Braila Regional Operating Centre, Brasov Regional<br />
Operating Centre, Bacau Regional Operating Centre, Bucharest Regional Operating<br />
Centre, Cluj Regional Operating Centre, Medias Regional Operating Centre, Craiova<br />
Regional Operating Centre, and Constanta Regional Operating Centre. Such abovementioned<br />
Decision (9/2007) also approved the incorporation of the Regional Transit<br />
Operating Centre, headquartered in Constanta. The unbundling pattern applied by<br />
Transgaz was previously agreed by ANRE.<br />
1.1.d). Asset acquisition and transfer<br />
Except for the assets commissioned based on the acquisition programme meant to<br />
develop the national transmission system, and for the assets decommissioned<br />
according to law, the company did not perform any other such operations in 2007.<br />
1.1.e). Assessment of the company’s activity<br />
Transgaz developed a public internal audit at the end of 2007, by the establishment of<br />
the Internal Audit Department which is to ensure the implementation of the first<br />
internal audit plan during 2008.<br />
The financial statements for 2007 shall be audited by “PriceWaterhouse Coopers”<br />
(PWC) by the first half of April.<br />
The financial statements ending on June 30 th , 2007 were audited by PWC and the audit<br />
report was included in Transgaz’ IPO prospectus approved by the Romanian National<br />
Securities Commission, in September 2007.<br />
1.1.1. General assessment features<br />
The economic-financial activity carried out by Transgaz, within 2005-2007, was based<br />
on the ratios included in the annual revenue and expense budgets approved by<br />
governmental decision.<br />
The key economic-financial ratios achieved during 2005-2007 are illustrated below:<br />
Tag<br />
no.<br />
Ratio MU 2005 2006 2007<br />
1 Turnover lei 770,115,066 909,017,487 1,038,866,794<br />
2 Total revenues lei 800,729,114 982,295,999 1,064,236,983<br />
3 Total expenses lei 625,671,377 696,005,832 794,906,765<br />
4 Gross profit lei 175,057,737 286,290,167 269,330,218<br />
Page 8 of 54
SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
1,200.00<br />
1,000.00<br />
thousand lei<br />
800.00<br />
600.00<br />
400.00<br />
Total revenues<br />
Total expenses<br />
200.00<br />
0.00<br />
2005 2006 2007<br />
Total revenues 800.73 982.30 1,064.24<br />
Total expenses 625.67 696.01 794.91<br />
The total revenues scored an increase over the analysed period, mainly due to:<br />
The adjustment of the regulated tariffs for the gas transmission services;<br />
The increase in the revenues from delivery of import gas received from the Russian<br />
Federation in consideration for international gas transit services.<br />
The total expenses incurred were compliant to the extent provided in the revenue and<br />
expense budget. The raise of such expenses was mostly caused by:<br />
The increase in the volume of works for the NTS rehabilitation and maintenance in<br />
order to ensure its operation under safety conditions;<br />
The change of the royalty share for the concession of the national transmission<br />
system from 5% to 10% of the revenues from gas transmission and international<br />
gas transit activities;<br />
The increase in personnel expenses (salaries, contributions to salary related funds,<br />
profit sharing of the salary earners) in compliance with GEO no. 79/2001,<br />
respectively the correlation of salary accruals with the labour output growth.<br />
The gross profit is lower by 5.92%, as compared to the achievements of 2006, due to<br />
the fact that revenues for 2007 increased by 8.34%, and expenses by 14.21%. Such<br />
lower profit was influenced by the approval and application of new regulated<br />
transmission tariffs, with a 3 months’ delay (starting with October 1 st , 2007 instead of<br />
July, 1 st 2007), as a consequence of the failure to establish in due time the regulated<br />
rate of return on capital (RoR) for the second regulatory period (July 1 st , 2007 – June<br />
30 th , 2012). We hereby specify that the regulated revenue not achieved in the last<br />
quarter of 2007 shall be recovered by the transmission tariff adjusted as of July 1 st ,<br />
2008, according to the methodology approved by ANRE.<br />
Page 9 of 54
SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
The synthesis of the financial results on December 31 st , 2007 as compared to the<br />
revenue and expense budget is illustrated in the table below:<br />
*thousand lei*<br />
Tag<br />
REB Achieved Ratios<br />
Name<br />
no.<br />
2007 2007 (%)<br />
0 1 2 3 4=3/2x100<br />
1. Operating revenues 1,048,330.44 1,051,656.69 100.32<br />
2. Financial revenues 12,053.98 12,580.30 104.37<br />
3. TOTAL REVENUES 1,060,384.42 1,064,236.98 100.36<br />
4. Operating expenses 800,410.87 780,369.56 97.50<br />
5. Financial expenses 12,106.07 14,537.20 120.08<br />
6. TOTAL EXPENSES 812,516.94 794,906.76 97.83<br />
7. GROSS RESULT, of which: 247,867.48 269,330.22 108.66<br />
from operation 247,919.57 271,287.13 109.43<br />
from financial activities -52.09 -1,956.91<br />
8. Tax on profit 39,997.14 45,323.76 113.32<br />
9. NET PR<strong>OF</strong>IT 207,870.34 224,006.45 107.76<br />
The total revenues corresponding to 100.36% as opposed to the provisions of the<br />
REB, incur an excess of lei 3,852.57 thousand.<br />
The total expenses incurred at the end of the financial year, of 97.83%, as opposed to<br />
the approved forecast, were by lei 17,610.18 thousand lower than as provided in the<br />
Revenue and Expense Budget.<br />
The gross profit was achieved 108.66% compared to the forecast, by lei 21,462.74<br />
thousand higher than as provided in the REB. The tax on profit, of 113.32%,<br />
increased by lei 5,326.62 thousand, and the net profit, of 107.76%, was by lei<br />
16,136.12 thousand higher than forecasted.<br />
The steady increase in tax on profit compared with the increase in profit is due to the<br />
influence of undeductible expenses (provisions for slow paying customers, rights<br />
granted upon retirement, constituted on December 31 st , 2007, social expenses<br />
exceeding the legal deductibility limit, granted under the collective labour contract).<br />
The topping of the estimated profit was triggered by the following factors:<br />
savings in expenses – a favourable influence of lei 17,610.18 thousand;<br />
revenue exceeding - a favourable influence of lei 3,852.56 thousand.<br />
Transgaz achievements within the analysed period are reflected in the evolution of the<br />
following ratios:<br />
Page 10 of 54
SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
Tag<br />
no.<br />
1. Profitability ratio<br />
a) EBITDA in total sales<br />
b) EBITDA in own capital<br />
c) Rate of gross profit<br />
d) Rate of return on capital<br />
2. Liquidity ratios<br />
a) Current liquidity ratios<br />
b) Quick liquidity ratio<br />
3. Risk ratios<br />
a) Leverage ratio<br />
b) Interest coverage rate<br />
4. Activity ratios<br />
a) speed of debit - customers<br />
b) speed of credit - suppliers<br />
Ratio Calculation formula 2005 2006 2007<br />
EBITDA<br />
Turnover<br />
EBITDA<br />
Own capital<br />
Gross profit<br />
Turnover<br />
Net profit<br />
Own capital<br />
Floating assets<br />
Short term liabilities<br />
Floating assets - Stocks<br />
Short term liabilities<br />
Loan capital<br />
Own capital<br />
EBIT<br />
Interest expenses<br />
32.99% 40.95% 34.17%<br />
24.58% 31.07% 22.65%<br />
22.73% 31.49% 25.93%<br />
13.40% 19.85% 14.30%<br />
0.89 0.95 1.84<br />
0.75 0.82 1.74<br />
0.18 0.11 0.08<br />
11.72 20.45 23.08<br />
Customer average balance x<br />
365 days 115.60 99.95 91.85<br />
Turnover<br />
Supplier average balance x365<br />
days 50.47 50.01 39.33<br />
Turnover<br />
Evolution of profitability ratios<br />
The profitability ratios indicate the efficiency of a company’s activity, i.e. the<br />
company’s ability to gain profit of the resources available each year.<br />
60.00%<br />
40.00%<br />
20.00%<br />
0.00%<br />
2005 2006 2007<br />
EBITDA/turnover 32.99% 40.95% 34.17%<br />
EBITDA/own capital 24.58% 31.07% 22.65%<br />
Gross profit/turnover 22.73% 31.49% 25.93%<br />
Net profit /own capital 13.40% 19.85% 14.30%<br />
Page 11 of 54
SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
Evolution of liquidity ratios<br />
The liquidity ratios show the available floating capital, as well as the likelihood of the<br />
latter to quickly turn into liquidity for current debt settlement. Over the entire period<br />
under analysis, such ratios fall between the optimum range of 0.65 – 1. The steady<br />
growth of such ratios, registered on December 31 st , 2007, was due to the sum gained<br />
from sales of shares, following share capital increase under GD no.1329/2004,<br />
amended by GD no. 708/2005, amounting to lei 261,065.64 thousand.<br />
2.00<br />
1.50<br />
1.00<br />
0.50<br />
0.00<br />
2005 2006 2007<br />
Current liquidity 0.89 0.95 1.84<br />
Quick liquidity 0.75 0.82 1.74<br />
Risk ratios<br />
The risk ratios reflect the extent in which the company deals with payment liabilities,<br />
the company’s maximum leverage capacity, emphasizing the proportion between longterm<br />
loans and the aggregated funds advanced by the company into the economic<br />
circulation. The calculated risk ratios are within the normal accepted limits.<br />
25.00<br />
20.00<br />
15.00<br />
10.00<br />
5.00<br />
0.00<br />
2005 2006 2007<br />
Loan capital<br />
18.03 10.85 7.79<br />
/ Own capital<br />
Interest coverage rate 11.72 20.45 23.08<br />
Page 12 of 54
SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
Management ratios<br />
Such ratios provide information on the company’s cash-in flow or cash-out flow and<br />
the company’s ability to control the working capital and its basic trading activities.<br />
The conclusion is that over the period under analysis the receivables recovery time and<br />
the debt reimbursement time shortened.<br />
150.00<br />
100.00<br />
50.00<br />
0.00<br />
Receivables turnover<br />
- days<br />
Payables turnover<br />
- days<br />
2005 2006 2007<br />
115.60 99.95 91.85<br />
50.47 50.01 39.33<br />
1.1.2. Assessment of Transgaz technical level<br />
During 2007, Transgaz performed activities based on the economic-financial ratios<br />
provided in the Revenue and Expense Budget approved by Order no. 2128/November<br />
20 th , 2007 of the Ministry of Economy and Finance.<br />
Transgaz’ main activity, i.e. gas transmission through the National Transmission<br />
System, is a natural monopoly and thus a regulated activity performed under the<br />
operation licence and under the other regulations of the ANRE.<br />
The tariffs for the transmission services are regulated and determined based on orders<br />
of ANRE. The table below illustrates the transmission tariffs over the assessed period:<br />
Tariff of the transmission services<br />
Tag<br />
no.<br />
1.<br />
2.<br />
3.<br />
4.<br />
Order of the regulatory<br />
authority<br />
Order of ANRGN<br />
73/14.06.2004<br />
Order of ANRGN<br />
63/09.06.2005<br />
Order of ANRGN<br />
35/08.06.2006<br />
Order of ANRE<br />
33/18.09.2007<br />
Term of<br />
application<br />
Volume<br />
component<br />
(lei/1000 cm)<br />
Firm services<br />
capacity booking<br />
component<br />
(lei/1000<br />
cm/hour)<br />
Interruptible<br />
services<br />
capacity booking<br />
component<br />
(lei/1000<br />
cm/hour)<br />
July 1 st ,<br />
2004 11.55 9.67 -<br />
July 1 st ,<br />
2005 16.04 9.67 -<br />
July 1 st ,<br />
2006 25.35 9.67 9.14<br />
Oct. 1 st ,<br />
2007 37.28 10.97 9.17<br />
Page 13 of 54
SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
The charts below illustrate the share of the main activities in Transgaz’ revenues:<br />
2005<br />
2006<br />
5% 3%<br />
Revenues from<br />
transmission<br />
8%<br />
Revenues from<br />
transmission<br />
28%<br />
Revenues from<br />
transit<br />
23%<br />
Revenues from<br />
transit<br />
64%<br />
Revenues from<br />
gas deliveries<br />
Other operating<br />
revenues<br />
65%<br />
Revenues from<br />
gas deliveries<br />
Other operating<br />
revenues<br />
2007<br />
10% 2% Revenues from<br />
transmission<br />
18%<br />
Revenues<br />
from transit t<br />
Revenues from<br />
gas deliveries<br />
70%<br />
Other operating<br />
revenues<br />
Gas transmission services<br />
Transgaz’ main activity is gas transmission through the national transmission system,<br />
an activity constituting a public service of national interest performed by operation of<br />
a strategically important infrastructure.<br />
During 2007 the transmission activity was executed both under the transmission,<br />
dispatching and supply licences and under the relevant regulations issued by ANRE.<br />
As a transmission operator, Transgaz is responsible for:<br />
- ensuring the physical balance of the NTS;<br />
- NTS maintenance, rehabilitation, upgrading and development under safety,<br />
efficiency and environmental conditions;<br />
- ensuring third party nondiscriminatory acces to the NTS.<br />
The transmission services consist of activities and operations related to transmission<br />
capacity booking and gas transmission through the NTS. Gas transmission is ensured<br />
from the NTS-entry commercial delivery/taking over points to the NTS-exit<br />
commercial delivery/taking over points. Transgaz has liability for the gas necessary to<br />
cover loss within the NTS.<br />
In 2007, the total gas amount of 329,717.746 thousand cm, necessary for the coverage<br />
of such loss and for Transgaz’ own technological consumption was purchased from<br />
SNGN Romgaz SA.<br />
The key beneficiaries of the gas transmission services provided by Transgaz by means<br />
of the National Transmission System are as follows:<br />
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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
- licensed distribution and supply companies, with a share of 52.45% in the<br />
transmission services for 2007;<br />
- licensed gas supply companies, with a share of 21.65% in the transmission<br />
services for 2007;<br />
- eligible consumers, with a share of 25,90% in the transmission services for<br />
2007;<br />
The following chart shows the key beneficiaries of the transmission services provided<br />
by Transgaz in 2007:<br />
9.55%<br />
2.19%<br />
2.71%<br />
4.16%<br />
14.27%<br />
4.39%<br />
6.02%<br />
27.19%<br />
23.27%<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
1.Distrigaz Sud<br />
2.E.ON Gaz Romania<br />
3.Petrom Gas<br />
4.Interagro<br />
5.Petrom SA<br />
6.Electrocentrale Bucharest<br />
7.Azomures<br />
8.Termoelectrica Bucharest<br />
9.Electrocentrale Galati<br />
10.Others<br />
6.25%<br />
1.1.3. Assessment of the supply activity<br />
The technical and material supplies necessary for the safe operation of the NTS are<br />
mainly domestically sourced, i.e.: valves, fittings, spare parts, fuel, and other essential<br />
materials for quick interventions or emergency works. The ethil-mercapthane used for<br />
gas odoration is imported.<br />
Due to the fact that acquisitions are based on ferm contracts, concluded as a result of<br />
bidding procedures selected under GEO no. 34/2006, the safety of the supply sources<br />
is secured by contract clauses.<br />
1.1.4. Assessment of the sales activity<br />
a) In 2007, Transgaz traded gas on the competitive market, representing the equivalent<br />
value of the interstate transmission services (transit), of 156,763.846 thousand cm,<br />
under temperatures of 15 0 C and amounting to lei 703.58/1000 cm.<br />
On December 31 st , 2007 such activity ceased as a consequence of the change in means<br />
of payment within the transit contracts concluded with Gazprom Export.<br />
b) The gas transmission activity performed by Transgaz involves over 90% of the gas<br />
consumed in Romania, therefore it is deemed that:<br />
- there is no such case as competitiveness in the field;<br />
- it does not significantly depend upon a client or group of clients within its<br />
portfolio<br />
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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
1.1.5. Assessment of employee/personnel related issues<br />
On December 31 st , 2007 Transgaz had 5,000 people hired on individual employment<br />
contracts.<br />
Within 2005-2007 the number of the company’s personnel evolved according to the<br />
following table:<br />
2005 2006 2007<br />
Number of employees at the start of the period 4,797 4,870 4,963<br />
Number of newly employed persons 190 189 125<br />
Number of persons ceasing labour relationships<br />
with the company<br />
117 96 88<br />
Number of employees at the end of the period 4,870 4,963 5,000<br />
The evolution of the personnel structure on categories of studies, rendered in the<br />
following table, proves the importance attached to the growth in the level of<br />
employees’ professional training, simultaneously with the company’s interest in<br />
covering the need for personnel by having highly qualified specialists employed.<br />
31.12.2005 31.12.2006 31.12.2007<br />
TOTAL employees, of which: 4,870 4,963 5,000<br />
University graduates 647 695 858<br />
High-school graduates 1,549 1,789 1,606<br />
Technical school graduates 883 908 1,068<br />
Middle school graduates + training course 1,791 1,571 1,468<br />
Page 16 of 54
SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
Personnel structure according to categories of studies<br />
1,800<br />
1,600<br />
1,400<br />
1,200<br />
1,000<br />
No.<br />
of<br />
800<br />
employees.<br />
600<br />
400<br />
University graduates<br />
High-school graduates<br />
Technical school graduates<br />
Middle school graduates<br />
+ training course<br />
200<br />
0<br />
2005 2006 2007<br />
Year<br />
On December 31 st , 2007, the trade union membership represented 98.42% of the total<br />
number of employees (5,000), i.e 4,921. There are 4 trade unions representing<br />
Transgaz employees:<br />
• Gas Transmission Trade Union Medias;<br />
• SNTGN TRANSGAZ SA Medias Free Trade Union;<br />
• “CERTEH” Medias Research Technology Trade Union;<br />
• “Metan” Medias Professional Trade Union.<br />
The relations between the manager and the personnel are regulated by the Collective<br />
Labour Contract, at company’s level, and by the individual labour contracts of the<br />
company’s employees.<br />
The collective labour contract, at the company’s level, concluded between Transgaz<br />
and its personnel represented by the four trade unions, provides for individual and<br />
collective labour relations and also for the parties’ rights and obligations on:<br />
• conclusion, execution, amendment, suspension and termination of individual<br />
labour contracts<br />
• labour, labour safety and health conditions<br />
• professional training<br />
• work and rest time<br />
• salaries<br />
• service rights and obligations, labour discipline<br />
• employees’ social protection<br />
• other rights and obligations resulted from work relations<br />
• mutual acknowledgements, employer’s and unions’ rights and obligations<br />
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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
The relations between the company’s manager and employees are in line with the legal<br />
provisions in effect. No conflicts occurred therein during 2007.<br />
1.1.6. Assessment on the environmental impact of Transgaz’ main activity<br />
The implementation of an Environmental Management System (EMS) in Transgaz,<br />
based on the requirements of the International Standard ISO 14001/2005 and certified<br />
by the Romanian Quality Insurance Company in 2006, provided the organizational<br />
framework necessary for rendering practical the company’s environmental<br />
management policy.<br />
Such certification was internationally acknowledged by Deed RO-0529 issued by The<br />
International Certification Network. Transgaz gained certification ISO 14001 for all its<br />
activities and sites and is ranged among the great Romanian companies reaching such<br />
essential goal.<br />
During the 1 st and 2 nd supervisory audits performed by SRAC, the environmental<br />
management system was re-certified according to Standard 14001/2005. The external<br />
audits proved the EMS to operate in compliance with ISO 14001 and to continuously<br />
improve its operation.<br />
In 2007, Transgaz re-updated its environmental policy statement and made it known to<br />
all its personnel, to the public and to other interested parties.<br />
The objectives of the environmental policy aim at maintaining an efficient<br />
environmental management system in compliance with the legal and regulatory<br />
requirements, at preventing pollution and reducing waste and resource consumption.<br />
Such environmental objectives are mainly focused on obtaining environmental permits<br />
or re-updating thereof, obtaining Water Management licenses for crossings and undercrossings,<br />
ranging sound emissions within acceptable limits, improving gas odoration<br />
systems, efficiency and control of such odoration process, reducing air and earth<br />
pollution by ethyl-mercaptane, monitoring pollution sources, assessing site<br />
environmental issues and reducing methane emissions.<br />
Reaching the above-mentioned objectives depends upon practical actions provided in<br />
annual environmental management programmes.<br />
1.1.6.1. Synthetic presentation on the environmental impact of Transgaz’ main<br />
activity<br />
The National Gas Transmission System consists of pipelines together with the<br />
equipment related thereto. The features of the technological processes, the complexity<br />
of activities and their degree of dangerousness, the spread on the entire country’s<br />
territory and this sector’s specific corporate culture stand for key issues related to the<br />
environmental impact of Transgaz’ main activity.<br />
The territorial arrangement of the National Gas Transmission System ensures a<br />
permanent contact and interrelation with the environment, including with the<br />
economic and social sector.<br />
Under normal NTS operating conditions, no contaminants should be discharged in the<br />
air. There could appear potentially polluting accidental emissions in case of faulty<br />
operations, damages or upon execution of various construction and maintenance<br />
works.<br />
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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
The environmental issues on Transgaz’ sites, identified under normal, accidental<br />
and/or emergency operating conditions, were determined for such cases having a<br />
tremendous impact on the environment. All significantly impacting environmental<br />
issues were taken into account in the determination of preventive and corrective<br />
actions, correlated with environmental objectives and goals included in environmental<br />
management programmes.<br />
1.1.6.2. The key actions and measures for improving the environmental<br />
management and/or mitigating the impact on the environment in 2007<br />
In order to improve activity in such field, various actions were taken in 2007, as<br />
follows:<br />
- ensuring the familiarity with and the observation of the environmental<br />
legislation by all the company’s employees<br />
- notifying authorities and the public of the environmental policy by any means<br />
- monitoring of environmental factors (air, water, noise) according to the<br />
requirements of the environmental permits<br />
- identification of environmental issues on sites and activities<br />
- elaboration of studies for mitigating phonic pollution<br />
- modernization/upgrading works to equipment preventing pollution and<br />
mitigating the negative impact on the environment at national level<br />
- acquisition of absorbents for treatment of land affected by accidental spillage of<br />
oil products from aggregates<br />
- conclusion of contracts on waste taking over from the regional operating<br />
centres<br />
1.1.6.3. The level of compliance with the legislation on environmental protection<br />
Under Order no. 876/2004 of the Ministry of Environment and Water Management on<br />
the approval of the "Procedure for the licensing of activities having a crucial impact on<br />
the environment", respectively Order no 1798/2007 of the Ministry of Environment<br />
and of Development on the approval of the "Procedure for the issuance of<br />
environmental licenses", the gas transmission activity, 6030 CAEN code, shall be<br />
performed exclusively based on environmental license.<br />
Again, under Order no. 860/2002 of the Ministry of Waters and Environmental<br />
Protection on the "Procedure for assessing the impact on the environment and for the<br />
issuance of the environmental agreement", it is necessary to be granted an<br />
environmental agreement in order to be able to start building or mounting works to<br />
new or current sites which involve the change in specifications or capacity.<br />
On the other hand, under Water Law no. 107/1996 and Order no. 662/2006 of the<br />
Ministry of Environment and of Water Management, Transgaz shall commence works<br />
only after having been granted such water management permits. Therefore, Transgaz<br />
holds 114 water management permits for all hydrographical basins and water<br />
crossings.<br />
In order to be granted environmental and water management licenses, Transgaz had<br />
studies and documentation elaborated pursuant to legal requirements.<br />
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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
In 2007, the total number of sites to be licensed was 508, of which on December 31 st ,<br />
2007, 461 held licenses, and as regards the rest of 47, the necessary documentation for<br />
the annual licensing/re-licensing was submitted to the relevant regional authorities<br />
according to the due date and methodology.<br />
Consequently, there is 100% compliance in what the licensing procedure for<br />
environmental protection is concerned.<br />
The dynamics of the annual licenses for the last three years is graphically illustrated<br />
below:<br />
No. of licenses<br />
<strong>ANNUAL</strong> GROWTH <strong>OF</strong> THE NUMBER <strong>OF</strong> ENVIRONMENTAL LICENSES<br />
600<br />
495<br />
495<br />
508<br />
461<br />
500<br />
398<br />
400<br />
339<br />
300<br />
155<br />
200<br />
100<br />
97<br />
47<br />
0<br />
2005 2006 2007<br />
Year<br />
Total objectives Licensed objectives Objectives to be licensed<br />
1.1.6.4. Fines, accidental occurrences and disputes<br />
In 2007, no fines had to be paid to the environmental protection control authorities, i.e.<br />
The National Environment Guard.<br />
Transgaz was not involved in any environmental disputes.<br />
Due to the permanent supervision of equipment, the personnel being rendered aware of<br />
consequences, the compliance with labour instructions and the relatively normal<br />
weather conditions, no accidental occurrences affecting the environment were<br />
recorded in 2007.<br />
1.1.7. Prospects on Transgaz’ activity<br />
Within the context of Romania’s adhesion to the EU and for the purpose of<br />
implementing strategic objectives essential for Transgaz’ turning into a European<br />
company, the monopoly position of a NTS operator has to be reinforced and Transgaz<br />
has to assert importance at a regional level, by active participation in all European<br />
organizations and in projects of regional or European interest and by fruitful<br />
partnerships with companies in the field.<br />
The more and more numerous international organizations playing an extremely<br />
important role in gathering together all energy market players in order to identify the<br />
key directions towards the creation of a sole domestic European market.<br />
As of 2003 Transgaz is a member of GIE (Gas Infrastructure Europe), which is an<br />
association of the European gas infrastructure operators. Such affiliation proved<br />
beneficial for our company from the point of view of the access to information on the<br />
Page 20 of 54
SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
concerns of the European gas transmission operators’ and specifically on the ongoing<br />
regulatory projects of the European institutions.<br />
In view of extending Transgaz’ activities within the organization, the following shall<br />
be highlighted:<br />
- more serious involvement by participation in other work groups as well<br />
(besides the study group for the SEE Energy Community)<br />
- organization of the annual association conference in Bucharest, in the 3 rd<br />
trimester of 2008 together with GIE Secretariat (the most important event for<br />
the European infrastructure operators).<br />
Great importance shall be attached to the monitoring of the activities performed by<br />
other organizations in the field, such as IGU (International Gas Union), ECE ONU<br />
Gas Centre, Balkan and Black Sea Gas Association and others. According to the<br />
results of such monitoring process and as deemed appropriate, the company’s joining<br />
such organizations shall be considered.<br />
Transgaz’ main co-operation directions generally aim at achieving new<br />
interconnections with the neighbouring gas transmission systems under mutually<br />
profitable commercial conditions and at participating in major European energy<br />
projects.<br />
To this effect, the following shall be taken into consideration:<br />
- the strengthening of co-operation relationships with Bulgargaz Holding,<br />
Bulgaria in view of completing the interconnection project in the direction<br />
Russe-Giurgiu and in other directions<br />
- the setting of other contacts with Serbia in order to carry out an interconnection<br />
which could possibly lead to the development of the transit on the Romanian<br />
territory (given the fact that Serbia imports gas from the Russian Federation and<br />
that gas transit to Serbia is done on the Hungarian territory), turning Serbia into<br />
a potential client for gas to be transmitted through the Nabucco pipeline<br />
- the participation in the actions which were the basis of MOL’s (Hungaria)<br />
initiative to kick-off a joint project with Geoplin (Slovenia), Bulgargaz<br />
(Bulgaria), Plinacro (Croatia), Serbjagas (Serbia) and BH – Gas (Bosnia &<br />
Herzegovina) for the purpose of developing a regional transmission system (the<br />
NETS Project). The NETS Project aims at improving the gas supply to South-<br />
Eastern Europe and proves beneficial for all parties involved and is based on an<br />
equal-right partnership. The dialogues between operators are in full progress<br />
- the carrying on of the tight co-operation with GAZPROM as regards gas transit<br />
to Bulgaria, Turkey, Greece and Macedonia. A possible direction for the<br />
improvement of such relationship would be to extend the transit capacity or to<br />
jointly develop new transmission/transit directions (for instance to Serbia)<br />
- the establishment of contacts with key equipment suppliers in the European and<br />
world gas industry and of a data base supporting the development of Transgaz’<br />
future investment projects.<br />
Transgaz intends to approach the role, structure and functions of the National<br />
Transmission System in order to ensure a flexible conduct as required by free markets,<br />
in line with the European requirements on the safety of gas supply.<br />
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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
To this effect, there are certain objectives:<br />
- construction of new gas transmission corridors between the interconnection<br />
points. Such goal shall be achieved by the current pipeline system development<br />
or by building new pipelines in other directions<br />
- building of underground gas storage facilities, other than such facilities meant<br />
to balance the NTS and to supply gas to consumers for the purpose of<br />
increasing the safety of the gas transmission within the context of an<br />
interconnected transmission system.<br />
Page 22 of 54
SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
CH. 2. TRANSGAZ’ CORPORATE ASSETS<br />
2.1 Location and features of Transgaz’ key output capacities<br />
Transgaz’ main scope of activity is gas transmission.<br />
The gas transmission activity embodies public services of national interest. The<br />
operated infrastructure is of strategic importance and belongs to the state public<br />
domain. Such activity is performed based on an operating license issued by ANRE.<br />
The major components of the national gas transmission system are as follows:<br />
Name of NTS objective/component<br />
Units<br />
(km, no)<br />
Main gas transmission pipelines and gas supply joints 13,110<br />
Operating Gas Metering and Regulating Stations (MRS) 961<br />
Valve Control Stations (VCS, TN) 21<br />
Import Gas Metering Stations (GMS) 2<br />
Metering stations located on the gas transit pipelines (GMS) 6<br />
Gas Compressor Stations (GCS) 6<br />
Cathodic Protection Stations (CPS) 857<br />
Gas Odoration Stations (GOS) 575<br />
The National Gas Transmission System covers the entire country’s territory in a radialcircular<br />
structure briefly described below:<br />
The NTS is operated by means of nine regional operating centres consisting of 53<br />
sectors. From a technological point of view, the NTS comprises 9 regional gas<br />
transmission sub-systems.<br />
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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
2.2 Description and analysis of the property wear-out extent<br />
2.2.1. Description and analysis<br />
Transgaz operates state-owned public domain assets which are not depreciated under<br />
GD no. 213/1998, except for investments made of own sources in assets subject to<br />
concession agreements. The writing off of expenses by investments made of own<br />
sources in state-owned public assets is calculated over the remaining normal duration<br />
of use or over the validity period of the concession agreement pursuant to the Fiscal<br />
Code.<br />
The tangible fixed assets which are not part of the state public domain are subject to<br />
depreciation under Law no. 15/1994 and have the following normal durations of use:<br />
Assets categories Service life (years)<br />
Buildings and special equipment 40-60<br />
Aggregates and equipment 15-40<br />
Metering and control devices 7-12<br />
Vehicles 5-8<br />
Other tangible assets 3-5<br />
The table below analyses the key objectives of the NTS from the point of view of the<br />
service life:<br />
Service life<br />
Gas<br />
transmission<br />
pipelines (km)<br />
Supply joints (km )<br />
Metering regulating<br />
stations (no.)<br />
> 40 years 4,500 218 109<br />
Between 30 and 40<br />
years<br />
Between 20 and 30<br />
years<br />
Between 10 and 20<br />
years<br />
2,963 225 65<br />
1,944 236 74<br />
762 311 289<br />
< 10 years 1,187 764 424<br />
TOTAL<br />
11,356 1,754<br />
13,110 961<br />
The conclusion is that, out of 13,110 km of gas transmission pipelines, approximately<br />
80% have a long service life, close to their normal service life. The performed<br />
diagnoses underline high levels of tubular material defects, generally caused by<br />
damages to the coating which is also confirmed by the increase in the power<br />
consumption of the cathodic protection stations.<br />
The gas delivery to distributions and end users is ensured by the 961 metering and<br />
regulating stations partly consisting of physically and morally worn-out equipment<br />
which is impossible to integrate into a Supervisory Control and Data Acquisition<br />
System (SCADA). Gas metering within such equipment is usually done by lowperformance<br />
metering systems sometimes leading to biases. The active protection of<br />
the pipelines is provided by cathodic protection stations commissioned simultaneously<br />
Page 24 of 54
SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
with the pipelines and having worn-out equipment generating higher power<br />
consumption.<br />
The compressor capacity is provided by 6 gas compressor stations located on the main<br />
transmission directions. Such compressor stations are endowed with equipment and<br />
installations manufactured in the 70s, physically and morally worn-out and usually<br />
unlikely to reach the performance required by the transmission parameters.<br />
The gas dispatching within the NTS is done by operations, in the interconnection<br />
nodes of the main pipelines. Such nodes are provided with manually actuated<br />
operation valves and parameter surveillance equipment, most of them being worn-out<br />
from the point of view of performance and safety of operation.<br />
Gas odorisation is generally carried out by “evaporation-type” centralized systems<br />
failing to ensure continuous and controlled odorization which could cause under- or<br />
over-odorization and implicitly increased odorant consumption.<br />
One should notice that although the tangible asset base is rather old, the real technical<br />
conditions of the NTS are properly maintained as a result of accurate maintenance,<br />
rehabilitation and modernization programmes (current repair works and overhauls).<br />
Such programmes were focused on finding state-of-the-art solutions for the choice of<br />
proper technologies and equipment and provided the fact that such<br />
maintenance/modernization/upgrading works would last for a long period because of<br />
the high value of works.<br />
2.2.2. Achievement of the maintenance programme<br />
The asset management applied to the gas transmission activity is a component of the<br />
NTS strategy and aims at ensuring quality gas transmission services under the<br />
European standards and within acceptable risk limits.<br />
The NTS capacity maintenance activity, coordinated as to ensure the level of<br />
performance required for providing maximum operability with minimum costs, is to be<br />
considered within this context. Developed based on the Maintenance Provision<br />
Programme, such activity was structured on 2 chapters: “Maintenance works” and<br />
“Maintenance services”.<br />
The total value of the Maintenace Programme for 2007 was of lei 83,225,001<br />
integrally covered by own sources. This programme included the kick-off of the<br />
Transmission “0” System, by the implementation of a pipeline rehabilitation<br />
programme in the main consumption directions, so that it could operate at 40 bar.<br />
The maintenance programme consisting of the above-mentioned chapters, the<br />
directions of action according to objectives and services and their percentage share are<br />
all shown in the following table:<br />
Page 25 of 54
SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
Chapter A. Maintenance works<br />
Estimated value<br />
(lei) (%)<br />
Repair works to the main pipelines 61,422,674 80.09<br />
Rehabilitation of the Gas Metering-Regulating Stations, of the<br />
Technological Nodes and of the Gas Metering Stations<br />
Repair works to special buildings related to Gas Metering-Regulating<br />
Stations and Valve Control Stations<br />
9,102,504 11.87<br />
120,000 0.16<br />
Repair works to cathodic protection stations 1,900,000 2.48<br />
Repair works to buildings 4.000.000 5.22<br />
Works for environmental protection 100,000 0.13<br />
Repair and maintenance works to stations 50,000 0.07<br />
TOTAL WORKS 76,695,178 100.00<br />
Chapter B. Maintenance services<br />
Repair works to gas compressor units 550,000 8.42<br />
Repair works to special buildings and technological equipment related to<br />
Gas Metering-Regulating Stations and Valve Control Stations<br />
Repair works to machines, service equipment, metering and control<br />
devices and other services<br />
745,000 11.41<br />
735,000 11.26<br />
Repair works to gas metering systems 300,000 4.59<br />
Means of transport 1,500,000 22.97<br />
Survey and project services 1,500,000 22.97<br />
Pipeline diagnosis services 1,000,000 15.31<br />
Diagnosis services to unpigable pipelines 10,000 0.01<br />
Gas quality and environmental services 49,823 0.76<br />
Fire Fighting and Prevention Services 100,000 1.53<br />
Nondestructive welding control services 30,000 0.46<br />
Pipeline cleaning special operations 10,000 0.01<br />
TOTAL SERVICES 6,529,823 100.00<br />
TOTAL MAINTENANCE PROGRAMME 83,225,001<br />
The achievement of the maintenance programme for 2007 is synthetically illustrated<br />
below:<br />
*lei*<br />
Forecasted<br />
Achieved<br />
Third parties Own sources Total<br />
Maintenance works 76 ,695,178 71,823,176 10,597,106 82,489,891<br />
Maintenance services 6,529,823 4,737,529 2,332,080 7,069,609<br />
TOTAL 83,225,001 76,560,705 12,929,186 89,489,891<br />
The chapter “Maintenance works” provides for equipment replacing activities and<br />
inspections performed during off-peak periods (warm season) in order to cover gas<br />
consumption peaks (cold season).<br />
The services performed under the maintenance programme were primarily meant to<br />
support service activities for the entire equipment of the NTS and to maintain nominal<br />
transmission capacities by provision and implementation of modern cleaning<br />
technologies.<br />
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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
Consequently, the elaboration and completion of the maintenance programme focused<br />
on boosting the efficiency of the repair works, on reasonably using the allocated funds<br />
and on correlating with Transgaz’ investment programme.<br />
The deadlines for completion of works, as provided in contracts, were generally<br />
observed. Delays thereto were objectively justified (unfavourable weather conditions,<br />
priority of other works, etc.) without endangering gas transmission capacity, over peak<br />
periods.<br />
The maintenance works were supervised by all Transgaz’ departments involved, in<br />
close co-operation with the contracted constructors and service providers specified in<br />
the maintenance programme.<br />
2.2.3. Investment programme<br />
The scientific and engineering research activity, in the field of gas transmission,<br />
playing an important role in the Romanian medium and long-term Energy Strategy, is<br />
mainly directed at NTS development, rehabilitation, modernization and safety increase<br />
by:<br />
building of new transmission pipelines, high pressure joints and meteringregulating<br />
stations necessary for the gas supply to new distributions;<br />
construction of land equipment and transmission pipelines related to underground<br />
gas storage facilities;<br />
modernization of gas metering systems and equipment;<br />
development of new compressor capacities and upgrading of the current<br />
compressor stations;<br />
modernization of technological nodes;<br />
modernization and automation of the cathodic protection stations;<br />
gas odorisation;<br />
implementation of new processes and technologies;<br />
environmental protection, labour security and health.<br />
According to the programme data of the Romanian medium-term Energy Strategy (up<br />
to 2013), the scientific and engineering research activity within the Research,<br />
Engineering and Regulation Department shall be focused on great complexity strategic<br />
works:<br />
• construction, on the Romanian territory, of transit capacities integrated into the<br />
Caspian-Western Europe gas transmission corridor (Nabucco project);<br />
• completion of the Szeged (Hungaria) - Arad (Romania) pipeline;<br />
• Negru Vodă IV Import Gas Station;<br />
• Romania - Ukraine (Siret region) interconnection pipeline;<br />
• rehabilitation of the DN 1000 mm Isaccea - Negru Vodă transit pipeline.<br />
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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
Currently, the engineering activity covers approximately 70% of the total design works<br />
provided in the investment development-modernisation programme and in the NTS<br />
maintenance programme.<br />
The engineering activity is intended to cover approximately 80% of the total design<br />
works necessary for the development of the NTS up to 2009, and to reach 90% in<br />
2011.<br />
In order to achieve such objectives and to extend and improve the research and<br />
engineering activities, the following actions shall be taken:<br />
increase in the number of qualified personnel by attracting highly professional<br />
specialists;<br />
qualification of the personnel by training courses;<br />
carrying on the professional certification of researchers and designers;<br />
endowment of the Research, Engineering and Regulation Department with technical<br />
and scientific means.<br />
The total value of the investment expenses for the period under analysis according to<br />
the approved Revenue and Expense Budget was of lei 188,659.12 thousand, and the<br />
achieved value was of lei 200,849.99 thousand, also including the amount of lei<br />
43,204.33 thousand related to the NTS connection equipment according to the<br />
regulation on the access to the NTS approved by GD no. 1043/2004.<br />
On December 31 st , 2007 the investment expenses were as follows:<br />
*thousand lei *<br />
Forecasted Achieved<br />
‣ Total investment, of which: 188,659.12 200,849.99<br />
• Connection equipment according to the regulation on<br />
the access to the NTS 43,204.33<br />
‣ Investment loan reimbursement 51,825.61 48,415.95<br />
TOTAL 240,484.73 249,265.93<br />
The financing sources for investment expenses were as follows:<br />
*thousand lei *<br />
Forecasted Realizat<br />
‣ Net profit appropriated for own financing 95,980.53 107,489.51<br />
‣ Depreciation 73,904.20 73,448.10<br />
‣ Bank loans: 70,600.00 52,950.00<br />
‣ NTS connection tariff 43,204.33<br />
TOTAL 240,484.73 277,091.94<br />
The key completed and accepted objectives for the NTS development and<br />
modernization in 2007, were as follows:<br />
- Filiasi - Strehaia - Dobeta Turnu Severin gas transmission pipeline;<br />
- transmission pipeline for gas supply to Giurgiu;<br />
- Căpâlna – Stei gas transmission pipeline;<br />
- Modernisation of the Isaccea II – Import Gas Metering Station;<br />
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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
- transmission pipeline for gas supply to Fetesti;<br />
- Corbu Valve Control Station;<br />
- Onesti Compressor Station;<br />
- Băcia Technological Node;<br />
- Coroi Technological Node.<br />
The growth of investment expenses during 2005-2007 and their financing sources<br />
were as follows:<br />
*thousand<br />
lei*<br />
SPECIFICATIONS 2005 2006 2007<br />
Total investment expenses, of which: 292,909 228,053 249,266<br />
Investments 242,782 176,870 200,850<br />
Reimbursement of loan installments 50,127 51,183 48,416<br />
Total investment sources, of which: 292,909 228,053 277,092<br />
Own sources,of which: 273,688 202,163 224,142<br />
- net profit to be appropriated for own financing sources 67,039 116,522 107,490<br />
- asset depreciation 62,650 70,119 73,448<br />
-dividends associated to 2003 and 2004, withheld for<br />
financing investment under GEO no. 137/2004 96,423 15,522<br />
- own sources from the previous years 47,576<br />
- other sources 43,204<br />
Bank Loans 19,221 25,890 52,950<br />
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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
CH. 3. THE MARKET <strong>OF</strong> THE SECURITIES ISSUED BY TRANSGAZ<br />
Transgaz is the second state-owned company of the utility sector. In order to achieve<br />
the strategic objectives specified in the governmental programme “A Strong Market” –<br />
“Capital Market Development”, Transgaz promoted a primary initial public offering<br />
for sales of stock, i.e. 10% of the increased share capital, as provided by GD<br />
no.1329/2004 on the proxy of the involved public institution and on the approval of<br />
the public offering privatization strategy of companies included in the portfolio of the<br />
Ministry of Economy and Commerce, amended by GD no. 708/2005.<br />
In the context of the capital market development, the listing of the sole Romanian gas<br />
transmission operator on the Bucharest Stock Exchange proved to be a strategic<br />
decision, of great importance both for the company’s prospects and for stock exchange<br />
capitalization increase.<br />
The company’s being traded on the regulated market managed by the Bucharest Stock<br />
Exchange is an acknowledgement of its efficiency, significance and role played in the<br />
domestic and international business environment and also an additional safe sorce for<br />
the financing of the investment programmes and for the company’s development.<br />
The IPO developed during November 26 th , 2007 - December 7 th , 2007 was endorsed<br />
by the Romanian National Securities Commission under Decision no. 2199/14.11.2007<br />
and Decision no. 2266/21.12.2007 and was executed pursuant to the capital market<br />
legislation.<br />
The IPO turned into a great success for the Romanian capital market from the<br />
following points of view:<br />
IPO with the highest value of the offering exposed for sale;<br />
IPO with the heaviest stock demand of Romania;<br />
The first IPO in Romania, with a new financial instrument attached thereto, i.e. the<br />
so-called “allocation rights”.<br />
3.1. Features and growth of the securities issued by Transgaz on the regulated<br />
market managed by the Bucharest Stock Exchange<br />
Given the fact that such event has set a record in the company’s history, the IPO<br />
balance sheet illustrates data and information related to the securities issued by the<br />
company, as follows:<br />
• Transgaz’ IPO was the first IPO in the history of Bucharest Stock Exchange to<br />
trade allocation rights, thus allowing investors to trade such rights prior to the start<br />
of the actual share transactions, the conversion ratio being 1 right to 1 share;<br />
• The number of shares exposed for sale through Public Offering was of 1,177,384<br />
shares, standing for 10% of the increased share capital;<br />
• Price of shares: lei 191.92 /share;<br />
• Total value of the shares exposed for sale: lei 225,963,537.28 ~ Є 65 million;<br />
• Subscription period: November 26 th , 2007 – December 7 th , 2007;<br />
• Subscription tranches: high subscription tranch - 60% of the offering- any<br />
subscription of over lei 500,000 and low subscription tranch - 40% of the<br />
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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
offering – any subscription between lei 2,112.12 (equivalent of 11 shares) and lei<br />
500,000;<br />
• Allocation method: pro-rata according to the extent of oversubscription;<br />
• Intermediary: Raiffeisen Capital & Investment Bucharest;<br />
• Distribution group: Raiffeisen Capital & Investment Bucharest; Intercapital<br />
Invest; Raiffeisen Bank;<br />
• The offering is deemed successful as upon the date of closing thereof,<br />
minimum 90% of the shares were subscribed;<br />
• Transaction date: December 11 th , 2007;<br />
• Settlement date: December 14 th , 2007; (beginning of the period for restituting the<br />
oversubscribed amounts with no shares allocated thereto, period ending on<br />
December 19 th , 2008);<br />
• Destination of funds from offering: financing support for the investment<br />
programme for 2008;<br />
• Outcome of subscription: the total offering was oversubscribed approximately<br />
28 times, of which the low tranch was oversubscribed 11.3277 times, the high<br />
tranch being oversubscribed 38.9796 times;<br />
• Value of the IPO subscription: lei 6.4 billion approx. euro 1.8 billion;<br />
• Total number of subscriptions: 12,089 of which: 96% to the low tranch and 4%<br />
to the high tranch;<br />
• Listing: - allocation rights: Bucharest Stock Exchange, Rights Section, 3 rd<br />
category;<br />
- stocks: Bucharest Stock Exchange, Stocks Section, 1 st category;<br />
• The “Fondul Proprietatea SA” (The Ownership Fund) shareholder exercised its<br />
preference right proportionally with the interest in the share capital, i.e. for<br />
207,572 shares integrally subscribed to a price discounted by 1% as opposed to<br />
the offering price, settled as a lock-up for 6 months subsequently to the stock<br />
listing on the Stock Exchange;<br />
• The trading of 1,384,956 allocation rights started on December 19 th , 2007 and<br />
ended on December 21 st , 2007 upon closing of the Stock Exchange activity to be<br />
resumed in January 2008;<br />
• The allocation rights were transactioned under TGNRO1 symbol;<br />
• The allocation rights were registered with the National Securities Commission by<br />
security registration certificate no. 3368/14.12.2007, thus Transgaz turned into a<br />
publicly-owned company;<br />
• The share capital of SNTGN Transgaz SA increased by lei 13,849,560 following<br />
IPO process, i.e. from lei 103,888,880 to lei 117,738,440 according to the Mention<br />
Registration Certificate no. 51657/27.12.2007, issued by the Commercial Register<br />
Sibiu;<br />
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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
• Following the IPO, Transgaz’ shareholding structure and interest in the share<br />
capital changed as follows:<br />
- The Ministry of Economy and Finance 75%;<br />
- SC Fondul Proprietatea SA Bucharest (The Ownership Fund) 15%;<br />
- Other shareholders, natural and legal persons (free-float) 10%.<br />
Transgaz’ share capital consists of 11,773,844 ordinary, dematerialized, indivisible,<br />
registered shares, freely tradeable as of the date of admission to trading on the<br />
regulated market managed by the Bucharest Stock Exchange, with a nominal value of<br />
lei 10/share, integrally paid upon issuance date. Each share grants the holder a voting<br />
right under the relevant legislation.<br />
At the end of 2007, Transgaz’ shareholding structure consisted of 10,300<br />
shareholders.<br />
The shareholders’ register was held by the company until September 19 th , 2007 and<br />
after such date it was held by the SC Depozitarul Central SA according to the contract<br />
concluded with the latter.<br />
Progress of allocation rights trading<br />
Regulated market<br />
Sector<br />
Category<br />
Symbol<br />
ISIN Code<br />
Bucharest Stock Exchange<br />
Stocks<br />
3 - rights<br />
TGNRO1<br />
ROTGNTRGH010<br />
The 1 st trading day of the allocation rights attached to the securities issued by<br />
Transgaz, within the Bucharest Stock Exchange, closed under the price of lei<br />
294.80/share, which meant an increase by 53.6% compared to the public offering<br />
issuance price.<br />
The last trading day of 2007 closed under the price of lei 335/share, that is a more<br />
substantial increase, by 74.55%, as opposed to the issuance price.<br />
Given the fact that the trading of allocation rights started on December 19 th , 2007 and<br />
that there were only three trading days in 2007, from the point of view of the stock<br />
exchange liquidity of the allocation rights attached to Transgaz’ shares, on December<br />
31 st , 2007, the case was as follows:<br />
Total value of transactions - lei 82,415,789<br />
Daily average value of transactions – 27,471,930<br />
lei<br />
Total value of transactions – number 4,465<br />
Traded average volume - number 1,488<br />
Transgaz had never effected any transactions of own shares until the end of 2007, as it<br />
had not held any shares by then.<br />
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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
According to the relevant regulations, as regards operations for acquisition or selling<br />
of securities issued by a company admitted for trading on the regulated market which<br />
cause the voting rights held by a person to reach, go beyond or fall behind 5%, 10%,<br />
20%, 33%, 50%, 75%, or 90% of the total voting rights, such person shall<br />
simultaneously notify, within maximum 3 working days from the date of acquiring<br />
knowledge of such operation, the company, the National Securities Commission and<br />
the regulated market where the relevant securities are traded.<br />
Transgaz did not get any notice to this effect in 2007.<br />
Growth of the prices for TGNRO1 allocation rights<br />
350.000<br />
340.000<br />
330.000<br />
320.000<br />
310.000<br />
300.000<br />
290.000<br />
280.000<br />
270.000<br />
260.000<br />
250.000<br />
Price<br />
19.12.2007 20.12.2007 21.12.2007 Trading day<br />
Opening price Mimum price Maximum price Closing price<br />
In order to facilitate dialogue with shareholders, potential investors, financial analysts<br />
and investment consultants, Transgaz used electronic communication means, i.e. the e-<br />
mail.<br />
The company’s web page is under reconstruction so that all shareholders should<br />
benefit from equal, politically correct and transparent treatment and access to data on<br />
the company’s activity.<br />
3.2. Description of Transgaz’ policy on dividends<br />
The appropriation of the company’s net accounting profit is done according to GEO<br />
no. 64/2001 on the profit appropriation within national companies with capital<br />
integrally or partially owned by the state, in the following directions:<br />
‣ Legal reserves;<br />
‣ Covering of accounting loss on the previous years;<br />
‣ Other appropriations under law;<br />
‣ Up to 10% for the employees’ share in profits, but no more than an average<br />
salary at the company’s level, multiplied by the average number of personnel<br />
recorded for 2007;<br />
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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
‣ dividends of minimum 50% for shareholders;<br />
‣ other reserves representing own financing sources.<br />
The company registers and pays dividends appropriated from the net profit, only<br />
following approval of the annual financial statements within the general meeting of the<br />
shareholders.<br />
Account of dividends appropriated from the net profit, during 2005-2007:<br />
2005 2006 2007 (proposal)<br />
Appropriated dividends (lei) 71,388,676 121,384,642 113,735,333<br />
3.3. Transgaz’ intention to purchase own shares<br />
Transgaz has no intention to purchase own shares.<br />
3.4. Number and nominal value of the shares issued by the parent company and<br />
held by subsidiaries<br />
There are no subsidiaries in Transgaz’ organizational structure.<br />
3.5. Bonds and/or other receivables<br />
Transgaz did not issue any bonds or other receivables within the assessed period.<br />
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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
CH.4. COMPANY’S <strong>MANAGEMENT</strong><br />
4.1. Introduction of administrators<br />
List of company’s administrators in 2007:<br />
1. MUNTEAN FLORIN NICOLAE - 01.01.2007-21.05.2007;<br />
2. SCHMIDT VICTOR ALEXANDRU - 01.01.2007-27.03.2007, chairman of the<br />
Board of Administration;<br />
3. APAN IOANA - 01.01.2007- 27.03.2007;<br />
4. SIMESCU NICOLAIE - 01.01.2007- including now;<br />
5. IANDA ELENA - 01.01.2007-including now;<br />
6. COSMEANU STEFAN - 27.03.2007-21.05.2007, chairman of the Board of<br />
Administration;<br />
7. ZIDARU CONSTANTIN - 27.03.2007 - including now;<br />
8. TURDEAN NICOLAE - 27.03.2003 (appointed as member of the Board of<br />
Administration) from 21.05.2007 - including now - chairman of the Board of<br />
Administration;<br />
9. LOGHIN GHEORGHE - 21.05.2007- 23.07.2007;<br />
10. RUSU IOAN - 21.05.2007 - including now.<br />
4.1.a). Administrators’ CVs<br />
The CVs of the following current administrators shall be attached hereto:<br />
a) Turdean Nicolae<br />
b) Ianda Elena<br />
c) Rusu Ioan<br />
d) Simescu Nicolaie<br />
e) Zidaru Constantin.<br />
4.1.b). Agreements/arrangements or special family relationships<br />
Pursuant to the data provided by the above-mentioned members of the executive<br />
management:<br />
There is no arrangement or family relationship between such person and a third<br />
party due to whom such person was appointed as member of the executive<br />
management;<br />
No member of the executive management was convicted of frauds committed<br />
within the last five years;<br />
There are no procedures regarding such person’s capacity to execute<br />
responsibilities.<br />
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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
4.1.c). Share of the Administrators in Transgaz’ capital<br />
The table below illustrates the account of shares held by the company’s administrators:<br />
Tag<br />
No. of shares held on Interest in the<br />
Administrators<br />
no.<br />
07.01.2008 company’s capital (%)<br />
1. Turdean Nicolae - -<br />
2. Ianda Elena - -<br />
3. Zidaru Constantin 230 0.00195<br />
4. Simescu Nicolaie 9 0.000076<br />
5. Rusu Ioan 2508 0.02130<br />
4.1.d). List of persons affiliated to the company<br />
1. NABUCCO GAS PIPELINE INTERNATIONAL, headquartered in Viena, is a<br />
company where Transgaz has interest of 20%. The scope of activity of Nabucco Gas<br />
Pipeline International is the development of the “Nabucco” project;<br />
2. SC MEBIS SA Bistrita, headquartered in Bistrita, is a company where Transgaz has<br />
interest of 17.47%. Such company’s scope of activity is the manufacture of metal<br />
framework and complex welded assemblies and hydraulic products.<br />
4.2. Members of the executive management<br />
The following persons are members of the executive management:<br />
Tag<br />
no.<br />
Name and surname Position Division/Direction<br />
1. Pavloschi Vlad Director Research, Engineering and Regulation<br />
Division<br />
2. Lata Ilie Director Maintenance Division<br />
3. Chetan Ioan Director Operating Division<br />
4. Pintican Liviu Director Gas Transit Division<br />
5. Tomos Ioan Director Development Division<br />
6. Moldovan Radu Director Economic Division<br />
7. Rosu Elena Director Legal Direction<br />
8. Mohan Aurel Director Environment and Labour Quality, Safety<br />
and Health Direction<br />
9. Stefanescu Ioan Director Strategy, Organization and International<br />
Co-operation Direction<br />
10. Chis Ioan Director Human Resource Direction<br />
11. Deac Dorin Director Informatics Technology Direction<br />
12. Florea Vasile Director Regulation Direction<br />
13. Patarniche Mihai Director Maintenance - Operation Direction<br />
14. Stroia Gheorghe Marius Director Bucharest Gas Dispatching Centre<br />
15. Cosma Emil Florin Director National Gas Dispatching Centre<br />
16. Tataru Ion Director Works Execution Direction<br />
17. Mates Angela Director Accounting Direction<br />
18. Marin Dumitru Director Budget - Finance Direction<br />
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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
The members of the executive management have individual labour contracts<br />
concluded for undetermined duration.<br />
Both the managing and the execution personnel within Transgaz might be appointed,<br />
employed and displaced by the Director General.<br />
4.2.c). Members of Transgaz’ executive management, including regional offices<br />
and number of shares held<br />
Tag<br />
no.<br />
Name and surname<br />
Position/Division/<br />
Direction<br />
No. of<br />
shares on<br />
07.01.08<br />
Interest<br />
share (%)<br />
1. Rosu Elena Director / Legal Direction - -<br />
2. Chis Ioan Director / Human Resource Direction - -<br />
3. Mohan Aurel<br />
Director / Environment and Labour Quality,<br />
Safety and Health Direction<br />
17 0.00014<br />
4. Stefănescu Ioan Director / Strategy, Organisation Direction 106 0.00090<br />
5. Deac Dorin Vasile Director /Informatics Technology 17 0.00014<br />
6. Pavlovschi Vlad<br />
Director/ Research, Engineering and<br />
Regulation Department<br />
230 0.00195<br />
7. Novac Mircea Chief Engineer/ Designing - -<br />
8. Florea Vasile Vladimir Director / Regulation Direction - -<br />
9. Fodor Iuliu Chief Engineer / Research - -<br />
10. Lata Ilie Director / Operating Division 46 0.00039<br />
11. Patârniche Mihai Director / Maintenance-Operation Direction 97 0.00082<br />
12. Moldovan Gheorghe Chief Engineer / Gas Compression - -<br />
13. Chetan Ioan Director / Operating Division - -<br />
14. Stroia Gh. Marius Director / Bucharest Gas Dispatching Centre - -<br />
15. Cosma Emil Florin Director / National Dispatching Centre - -<br />
16.<br />
Pintican Juga Liviu<br />
Traian<br />
Director / Gas Transit Division - -<br />
17. Tomos Ioan Tudor Director / Development Division 41 0.00035<br />
18. Tătaru Ion Director / Works Execution Direction 25 0.00021<br />
19. Medesan Vasile Chief Engineer / Works Execution Direction - -<br />
20. Moldovan Radu Costică Director / Economic Division 5,481 0.04655<br />
21. Mates Angela Director / Accounting Direction 229 0.00194<br />
22. Marin Dumitru Director / Budget-Finance Direction 1,817 0.01543<br />
23. Gherghe Dumitru Doru Director / Constanta Transit Regional Office - -<br />
24. Păunescu Farida<br />
Chief accountant/ Constanta Transit<br />
Regional Office<br />
- -<br />
25. Polosan Zaharie Director / Medias Regional Office - -<br />
26. Bucur Adrian Chief Engineer / Medias Regional Office - -<br />
27. Popa Amalia Daniela Chief accountant/ Medias Regional Office - -<br />
28. Andrei Romeo Director / Constanta Regional Office - -<br />
29. Buneci Doina Chief accountant/ Constanta Regional Office - -<br />
30. Tandrău Marcel Director / Cluj Regional Office - -<br />
31. Călburean Ioan Chief engineer/ Cluj Regional Office - -<br />
32. Negrea Felicia Contabil Sef / Cluj Regional Office - -<br />
33. Bacila Ioan Nicolae Director / Arad Regional Office - -<br />
34. Bachios Gheorghe Chief engineer/ Arad Regional Office - -<br />
35. Condrea Maria Chief accountant/ Arad Regional Office - -<br />
36. Cristolovean Gheorghe Director / Brasov Regional Office 230 0.00195<br />
37. Popescu Florin Chief engineer/ Brasov Regional Office - -<br />
38. Vatavu Ioan Chief accountant/ Brasov Regional Office - -<br />
39. Baldea Dan Iulian Director / Bucharest Regional Office - -<br />
40. Bărbulescu Paul Chief engineer/ Bucharest Regional Office - -<br />
41. Bandol Elisabeta Chief accountant/ Bucharest Regional Office - -<br />
42.<br />
Dimitriu Alexandru-<br />
Florentin<br />
Director / Bacău Regional Office - -<br />
43. Bucătaru Aurel Chief engineer/ Bacău Regional Office 27 0.00023<br />
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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
44. Frunceac Liliana Chief accountant/ Bacău Regional Office - -<br />
45. Nită Viorel Director / Craiova Regional Office 5 0.00004<br />
46. Fratostiteanu Angelo Chief engineer/ Craiova Regional Office - -<br />
47. Stancu Mihaela Chief accountant/ Craiova Regional Office - -<br />
48. Moraru Mihai Director / Brăila Regional Office - -<br />
49. Gurgu Victorel Chief engineer/ Brăila Regional Office - -<br />
50. Parisescu Nelida Chief accountant/ Brăila Regional Office - -<br />
51. Dropol Mircea Consultant 50 0.00042<br />
Page 38 of 54
SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
CH.5. FINANCIAL ACCOUNTING STATEMENT<br />
5.1. Comparative analysis of the economic financial statement within the last 3<br />
years<br />
5.1.1. Balance sheet items<br />
The account of the balance sheet items for 2005-2007 is as follows:<br />
Name of ratio<br />
31.12.2005 31.12.2006 31.12.2007<br />
lei lei lei<br />
Dynamics (%)<br />
0 1 2 3 4=2/1 5=3/2 6=3/1<br />
Intangible assets 500,986,340 501,897,730 497,865,672 100.18 99.20 99.38<br />
Tangible assets 1,288,739,302 1,404,088,759 1,536,914,804 108.95 109.46 119.26<br />
Financial assets 808,381 180,645 939,496 22.35 520.08 116.22<br />
Fixed assets 1,790,534,023 1,906,167,134 2,035,719,972 106.46 106.80 113.69<br />
Stocks 42,237,920 36,851,972 31,320,289 87.25 84.99 74.15<br />
Receivables 149,085,505 162,230,392 175,780 ,842 108.82 108.35 117.91<br />
Short term financial<br />
investments<br />
0 0 0 0.00 0.00 0.00<br />
Cash and bank accounts 66,193,524 79,265,886 366,618,710 119.75 462.52 553.86<br />
Floating assets -TOTAL 257,516,949 278,348,250 573,719,841 108.09 206.12 222.79<br />
Expenses in advance 567,109 644,525 866,461 113.65 134.43 152.79<br />
Liabilities to be paid<br />
within one year<br />
287,876,885 294,222,446 311,163,974 102.20 105.76 108.09<br />
Floating assets,<br />
respectively net current -32,387,334 -17,195,515 259,097,372 53.09 x x<br />
liabilities<br />
Total assets minus net<br />
1,742,251,027<br />
current liabilities<br />
1,839,827,945 2,294,817,344 105.60 124.73 131.39<br />
Liabilities to be paid 680,100,839 623,935,301 608,662,481 91.74 97.55 89.50<br />
within more than a year<br />
Provisions 28,596,986 17,592,891 27,173,940 61.52 154.46 95.02<br />
Revenues in advance 18,490,169 51,109,518 96,373,889 276.41 188.56 521.22<br />
Capital and reserves<br />
Subscribed and paid-up<br />
103,803,200 103,830,370 117,738,440 100.03 113.39<br />
capital<br />
113.42<br />
Capital premium 0 0 251,933,300<br />
Reserves from reassesment<br />
84.68<br />
116,100,786 106,277,055 98,309,305 91.54 92.50<br />
Reserves 652,741,912 760,861,431 888,133,215 116.56 116.73 136.06<br />
Reported outcome 160,907,304 -10,576,196 -10,407,110 x 98.40 x<br />
Outcome of the financial<br />
138,447,085 237,912,527 224,006,454 171.84 94.15<br />
year<br />
161.80<br />
Profit appropriation 138,447,085 5,434 2,781,614<br />
Own capital 1,033,553,202 1,198,299,753 1,566,931,990 115.94 130.76 151.61<br />
Public assets 0 0 0<br />
Total capital 1,033,553,202 1,198,299,753 1,566,931,990 115.94 130.76 151.61<br />
Intangible assets<br />
Under the Pipeline Concession Agreement approved by GD no.668/20.06.2002 and<br />
under Order no. 1752/2005 of the Ministry of Finance, amended by Order no.<br />
2374/2007 of the Ministry of Economy and Finance, the public domain pipelines were<br />
registered with intangible assets.<br />
Page 39 of 54
SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
In the progress of 2007, following annual inventory and suggestions made by the<br />
company to the National Agency for Mineral Resources, the transfer of pipelines from<br />
the state public domain to the state private domain, amounting to lei 7,218,785.69 and<br />
reflected in the decrease in intangible assets as opposed to 2006 was approved by GD<br />
no. 1523/12.12.2007.<br />
Following the initial public offering process, the value of the intangible assets<br />
increased by the commission paid to the financial intermediary under the<br />
intermediation contract.<br />
Tangible assets<br />
The tangible assets recorded an increase as opposed to 2006 as a result of:<br />
Asset commissioning during 2007;<br />
Transfer to the company’s domain of lands based on ownership certificates<br />
issued by the Ministry of Economy and Finance.<br />
Receivables<br />
On December 31 st , 2007 the receivables balance increased as opposed to 2006, due to<br />
the application of a new transmission tariff as of October 1 st , 2007. At the same time,<br />
the outstanding receivables decreased as opposed to 2006, by cashing-in of receivables<br />
from SC Termoelectrica SA.<br />
Cash and bank accounts<br />
On December 31 st , 2007, the cash available in bank accounts substantially increased as<br />
opposed to 2006. Such increase is firstly justified by cashing-in of outstanding<br />
receivables and secondly by cashing-in of amounts from the initial public offer of<br />
shares, developed within November 26 th - December 7 th , 2007.<br />
Short term liabilities<br />
The liabilities to be paid within a year raised as opposed to December 31 st , 2006. Such<br />
raise is justified by a 5-10% increase in the oil royalty for trimester IV of 2007, as<br />
opposed to the same period of 2006.<br />
Lond-term liabilities<br />
Liabilities to be paid within more than a year recorded a slight decrease as opposed to<br />
2006, which is justified by:<br />
Decrease in long-term bank loans;<br />
Diminishing of liabilities related to the Concession Agreement, by transferring of<br />
pipelines to be retired, from the state public domain to the state private domain.<br />
Page 40 of 54
SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
On December 31 st , 2007, the long and medium term loans commited by Transgaz were<br />
as follows:<br />
Tag<br />
Balance on<br />
Bank Currency Value of loan<br />
no.<br />
31.12.2007<br />
1. IRDB USD 6,933,684.00 3,554,913.17<br />
2. GAZPROMBANK RUSSIA USD 48,340,434.44 14,291,954.84<br />
3. GAZPROMBANK RUSSIA USD 67,000,000.00 21,709,804.06<br />
4. EFIBANCA ITALY EUR 3,106,007.10 866,940.00<br />
5. EFIBANCA ITALY EUR 3,187,500.00 1,646,298.53<br />
6. EFIBANCA ITALY EUR 2,127,720.00 1,063,860.00<br />
7. RAIFFEISEN BANK ROMANIA EUR 1,140,935.45 426,895.45<br />
8. ABN AMRO BANK ROMANIA EUR 6,436,919.95 4,425,382.45<br />
9. UNICREDIT TIRIAC ROMANIA RON 100,600,000.00 52,950,000.00<br />
Own capital<br />
The subscribed and paid-up capital increased on December 31 st , 2007 as opposed to<br />
December 31 st , 2006 as follows:<br />
- The listing of lands amounting to lei 58,510, for which ownership deeds have<br />
been obtained, under the company’s share capital;<br />
- The issuance of new shares by primary initial public offering amounting to lei<br />
13,849,560.<br />
The premium for share issuance, by initial public offering, amounting to lei<br />
251,933,300, was listed under Capital Premium and stands for the difference between<br />
the nominal value (lei 10) and the subscription value of the shares (lei 191.92).<br />
The reserves recorded an increase following the appropriation of 5% of the profit for<br />
2007 to the legal reserve and the listing of a net profit share for 2006 under Other<br />
Reserves.<br />
5.1.2. Profit and loss account<br />
The operating revenues are resulted from the following activities:<br />
Gas transmission;<br />
International gas transit;<br />
Import gas delivery;<br />
Other operating revenues.<br />
Page 41 of 54
SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
The Profit and loss account for 2005-2007 is as follows:<br />
Tag<br />
Achieved (lei)<br />
Specification<br />
Dynamics (%)<br />
no.<br />
2005 2006 2007<br />
0 1 2 3 4 5=3/2 6=4/3 7=4/2<br />
1. TOTAL revenues, of<br />
which:<br />
800,729,114 982,295,999 1,064,236,983 122.68 108.34 132.91<br />
1.1 Operating revenues 787,767,495 941,199,966 1,051,656,687 119.48 111.74 133.50<br />
1.2 Financial revenues 12,961,619 41,096,033 12,580,296 317.06 30.61 97.06<br />
1.3 Extraordinary revenues - - - - - -<br />
2. TOTAL expenses, of<br />
which:<br />
625,671,377 696,005,832 794,906,765 111.24 114.21 127.05<br />
2.1 Operating expenses 589,761,151 675,881,508 780,369,561 114.60 115.46 132.32<br />
2.2 Financial expenses 35,910,226 20,124,324 14,537,204 56.04 72.24 40.48<br />
2.3 Extraordinary expenses - - - - - -<br />
3. GROSS PR<strong>OF</strong>IT, of<br />
which:<br />
175,057,737 286,290,167 269,330,218 163.54 94.08 153.85<br />
3.1 Operating outcome 198,006,344 265,318,458 271,287,126 133.99 102.25 137.01<br />
3.2 Financial outcome -22,948,607 20,971,709 -1,956,908 x x 8.54<br />
3.3 Extraordinary outcome - - - - - -<br />
4. TAX ON PR<strong>OF</strong>IT 36,610,652 48,377,640 45,323,764 132.14 93.69 123.80<br />
5. NET PR<strong>OF</strong>IT 138,447,085 237,912,527 224,006,454 171.84 94.15 161.80<br />
Operating revenues<br />
Operating revenues achieved during 2005-2007:<br />
Tag<br />
no.<br />
Achieved<br />
Specification<br />
2005 2006 2007<br />
Dynamics (%)<br />
0 1 2 3 4 5=3/2 6=4/3 7=4/2<br />
1. Revenues from<br />
transmission<br />
- thousand cm 16,447,067 15,237,343 14,546,575 92.64 95.47 88.44<br />
- lei 510,193,093 620,810,631 735,133,766 121.68 118.42 144.09<br />
- lei/1000 cm 31.02 40.74 50.54 131.34 124.04 162.91<br />
2. Revenues from transit<br />
- lei 219,545,884 212,666,684 190,267,099 96.87 89.47 86.66<br />
3. Revenues from gas<br />
deliveries<br />
- thousand cm 60,182 86,949 156,764 144.48 180.29 260.48<br />
- lei 36,835,658 71,623,279 110,296,420 194.44 154.00 299.43<br />
- lei/1000 cm 612.07 823.74 703.58 134.58 85.41 114.95<br />
4. Other operating<br />
revenues<br />
- lei 21,192,860 36,099,371 15,959,401 170.34 44.21 75.31<br />
5. TOTAL OPERATING<br />
REVENUES<br />
787,767,495 941,199,965 1,051,656,687 119.48 111.74 133.50<br />
Page 42 of 54
SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
During 2005-2007, the operating revenues recorded a substantial increase determined<br />
by:<br />
- An increase in the transmission tariff for the services provided;<br />
- An increase in the delivered amount of import gas.<br />
Operating expenses<br />
The operating expenses for 2005-2007 are as follows:<br />
Tag<br />
no.<br />
Specification<br />
Achieved<br />
2005 2006 2007<br />
Dynamics (%)<br />
0 1 2 3 4 5=3/2 6=4/3 7=4/2<br />
1 Technological consumption and<br />
loss within the transmission<br />
system<br />
- thousand cm 399,194 388,536 329,718 97.33 84.86 82.60<br />
- lei 164,735,231 168,250,642 148,497,819 102.13 88.26 90.14<br />
- lei/1000 cm 412.67 433.04 450.38 104.94 104.00 109.14<br />
2 Ancillary materials 10,049,614 15,000,862 11,220,089 149.27 74.80 111.65<br />
3 Energy, water 2,902,552 3,408,750 3,887,001 117.44 114.03 133.92<br />
4 Depreciation and provisions 60,777,756 69,400,607 71,720,106 114.19 103.34 118.00<br />
5 Works and services executed<br />
by third parties<br />
58,609,869 79,865,370 107,711,572 136.27 134.87 183.78<br />
6 Salary fund 87,291,894 102,305,751 129,502,332 117.20 126.58 148.36<br />
7 Social Insurance Contributions,<br />
unemployment allowances,<br />
health and other personnel<br />
expenses<br />
28,902,441 31,627,630 38,020,045 109.43 120.21 131.55<br />
8 Gas share 15,232,413 24,301,737 33,319,997 159.54 137.11 218.74<br />
9 Meal vouchers 7,018,689 7,393,420 7,769,973 105.34 105.09 110.70<br />
10 Other material expenses 1,814,481 2,408,826 2,651,817 132.76 110.09 146.15<br />
11 Other tax and charge expenses 2,985,559 8,052,811 11,485,048 269.73 142.62 384.69<br />
12 Charge for gas transmission<br />
and international gas transit<br />
licenses<br />
1,872,586 1,878,200 1,727,988 100.30 92.00 92.28<br />
13 Royalty for NTS concession 35,851,408 42,312,585 60,863,932 118.02 143.84 169.77<br />
14 Other operating costs 75,166,682 48,187,629 42,439,204 64.11 88.07 56.46<br />
15 Import costs<br />
16<br />
- thousand cm 60,182 86,949 156,764 144.48 180.29 260.48<br />
- lei 36,549,976 71,486,688 109,552,639 195.59 153.25 299.73<br />
- lei/1000 cm 607.32 822.17 698.84 135.38 85.00 115.07<br />
TOTAL<br />
EXPENSES<br />
OPERATING<br />
589,761,151 675,881,508 780,369,561 114.60 115.46 132.32<br />
Page 43 of 54
SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
The operating expenses increased during 2005-2007, mainly because of the following<br />
factors:<br />
- Expenses for works and services executed by third parties increased as a result<br />
of the performance of works formerly planned to be carried out under our<br />
management;<br />
- The royalty for the concession of the NTS increased in the 4 th quarter 2007 from<br />
5% to 10%;<br />
- The cost of the delivered import gas accrued due to an increase in the delivered<br />
gas quantities.<br />
Financial expenses<br />
The financial expenses are mainly broken-down on expenses for interests and<br />
commissions related to the loans committed and expenses for exchange rate<br />
differences which recorded a decrease because of the national currency fluctuation as<br />
opposed to other currencies.<br />
Gross profit<br />
The decrease in the gross profit for 2007 compared to 2006 is justified by:<br />
- Delayed application of new tariffs, therefore the tariff for the first year of the<br />
second regulatory period (July 1 st , 2007 – June 30 th , 2008) entered into force<br />
only in the 4 th quarter of 2007 based on negotiations with the National Energy<br />
Regulatory Authority on the value of the regulated rate of return;<br />
- Decrease in the financial proceeds generated by the depreciation of the leu in<br />
relation with the other currencies;<br />
- Doubling of the oil royalty in the 4 th quarter of 2007.<br />
Although the gross profit decreased, the “Gross Profit/Gas amount circulated through<br />
the NTS” (lei/1000 cm) ratio recorded a positive growth in 2007 as opposed to 2006,<br />
increasing from lei 15.63/1000 cm to lei 15.82/1000 cm which stands for an increase<br />
of about 1.40%.<br />
Page 44 of 54
SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
5.1.3. Cash-flow<br />
The cash flow during 2005-2006 is rendered below:<br />
Ratio<br />
Financial year ended on December 31 st<br />
2005 2006 2007<br />
Operational activities:<br />
Net profit 138,447,085 237,912,527 224,006,454<br />
Depreciation expense 62,650,342 71,278,807 73,448,093<br />
Expense/ (revenues) for floating assets provisions 5,975,614 -13,202,598 3,266,022<br />
Loss on receivables of various debtors 0 0 143,015<br />
Adjustment on risk and expense provisions 3,887,872 -11,004,095 9,581,049<br />
Penalties on dividends in arrears for 2000 – 2003 and<br />
45,483,318 6,234,233 0<br />
2006<br />
Interest revenues -2,605,662 -1,703,052 -4,879,452<br />
Interest expenses 16,330,276 14,717,567 12,196,687<br />
Profit/loss from sales of tangible fixed assets 2,020,757 -18,761,597 93,250<br />
Other expenses/ financial revenues 0 -832,931 -451,993<br />
Tax on profit 36,610,652 48,377,640 45,323,764<br />
Increase in cash from operation before floating<br />
capital amendments<br />
308,800,254 359,421,697 362,726,889<br />
Decrease in the balance of stocks 336,242 4,711,468 3,963,644<br />
(increase) / decrease in balances of commercial<br />
receivables and other receivables<br />
-20,913,033 -194,193,492 -163,688,924<br />
Increase in balances of commercial liabilities 48,030,224 160,312,593 163,559,425<br />
Net cash-flow from operational activities 336,253,687 330,252,266 366,566,034<br />
Cashed interest 2,381,565 2,024,387 4,881,043<br />
Paid interests -16,194,649 -8,696,715 -5,192,094<br />
Payments related to the employees’ share in profit -3,887,872 -4,350,025 -4,862,190<br />
Tax on paid profit -54,592,171 -35,628,007 -48,070,130<br />
Cash flow from operating activities 263,960,560 283,601,907 313,322,663<br />
Cashed dividends 32,140 0 0<br />
Sales of financial fixed assets 0 627,736 -758,851<br />
Receipts from loans granted 0 832,931 451,993<br />
Receipts from sales of fixed tangible assets 0 20,271,750 563,403<br />
Fixed asset acquisition -246,940,568 -189,022,637 -202,840,254<br />
Cash flow used for investment activities -246,908,158 -167,290,220 -202,583,701<br />
Loan reimbursement 5,646,457 -41,884,419 -18,981,205<br />
Loan withdrawals -14,499,667 25,889,683 52,950,000<br />
Paid dividends 0 -71,388,676 -121,384,642<br />
Capital increase 13,849,560<br />
Issuance premium 251,933,300<br />
Cash flow used for financing activities -8,853,210 -87,383,912 178,367,003<br />
Total cash-flow 8,199,192 28,927,775 289,105,965<br />
Variation in cash and cash equivalents<br />
Cash and cash equivalents at the beginning of the<br />
period<br />
24,846,071 33,045,263 61,973,038<br />
Variation in cash and cash equivalents 8,199,192 28,927,775 289,105,965<br />
Cash and cash equivalents at the end of the period 33,045,263 61,973,038 351,079,003<br />
5.2. Financial risk management<br />
By the nature of business, our company is subject to various risks including: credit<br />
risks, currency risks, interest rate risks, liquidity risks and capital market risks. The<br />
Page 45 of 54
SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
management seeks to reduce the potential negative effects of such risks on the<br />
financial performance of our company.<br />
5.2.1. Credit risk<br />
The company is subject to credit risks generated by its commercial receivables and<br />
other types of receivables. All new clients shall provide references on their credit<br />
worthiness. The due date of receivables shall be attentively monitored and the amounts<br />
due after deadline shall timely be observed.<br />
5.2.2. Currency risks<br />
The company is subject to the currency exchange rate fluctuations by debts from loans<br />
or by commercial debts denominated in currency. Due to associated high costs, the<br />
company’s policy does not provide the use of financial instruments for mitigating such<br />
risks.<br />
5.2.3. Interest rate risks<br />
The company’s financial cash flows are affected by interest rate fluctuations, mainly<br />
due to the variable interest loans. The company does not use interest rate hedging<br />
instruments.<br />
5.2.4. Liquidity risks<br />
A cautious management of liquidity risks implies keeping sufficient cash and credit<br />
lines available. Due to the company’s business, Transgaz seeks flexibility in the<br />
financing means, by keeping credit lines available for financing operating activities.<br />
5.2.5. Capital market risks<br />
Transgaz increased its share capital by initial public offering of shares developed<br />
within November 19 th – December 7 th , 2007 followed by trading of allocation rights<br />
and shares on the Bucharest Stock Exchange.<br />
Under Law no. 297/2004 on the capital market, the companies admitted for trading<br />
shall report to the Romanian National Securities Commission and to Bucharest Stock<br />
Exchange. Therefore, Transgaz shall immediately report any legal deed concluded<br />
with administrators, employees, shareholders and third parties related thereto. The<br />
company shall make available trimestrial, semestrial and annual reports both to the<br />
public and to the Romanian National Securities Commission and shall notify<br />
shareholders and the Romanian National Securities Commission of priviledged<br />
information, of any financial, corporate, environmental factors, of any change in<br />
objectives or business strategy and investment plans significantly influencing the<br />
company’s business.<br />
As a small stock exchange, Bucharest Stock Exchange is quite fragile as regards the<br />
fluctuations in the market price of listed shares, such price being influenced by the<br />
information provided by the issuer.<br />
Page 46 of 54
SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
CH.6. MISCELLANEOUS<br />
6.1. The rating agency, Standard&Poors improved the company’s rating from<br />
“BB+”, positive outlook, to “BBB-“, negative outlook, tnat is “investment grade”,<br />
Transgaz being the sole Romanian company granted such rating.<br />
The upgrading of Transgaz’ rating reflects the company’s improved financial profile<br />
following the successful completion of the initial public offering of shares and the<br />
increase in the share and visibility of the operational cash flow, as a result of a<br />
significant growth in the transmission tariff.<br />
The negative outlook reflects Romania’s perspective and the likelihood of adverse<br />
macro-economic growth in Romania, as well as a certain uncertainty related to the<br />
influence the state might have on the company’s financial and dividend policies.<br />
Transgaz’ rating could be reviewed as stable in case of any upgrading of the sovereign<br />
rating.<br />
6.2. Under the capital market legislation, that is Law no. 297/2004 and Regulation no.<br />
1/2006 of the Romanian National Securities Commission on the security issuers and<br />
operations, the trading of Transgaz’ shares on the regulated market, managed by<br />
Bucharest Stock Exchange, started on January 24 th , 2008.<br />
6.3. The amount gained as a result of the IPO, i.e. lei 251,933,300, was recorded as an<br />
own financing source in February 2008, and was intended to partially finance the<br />
investment programme for 2008.<br />
6.4. The “Network Code for the National Gas Transmission System” was approved<br />
under Order no. 54/December 13 th , 2007 of The National Energy Regulatory Authority<br />
and published in the Official Journal no. 71 bis of January 30 th , 2008. The Code shall<br />
enter into force on July 1 st , 2008 and shall provide regulations of the NTS operating<br />
conditions. The application of this Code confirms the company’s efforts to be in line<br />
with the European legislation. The introduction of unbalancing charges for users leads<br />
to an inproved NTS operation and to more disciplined users thereof.<br />
6.5. January 15 th , 2008 was the kick-off date of the informatics project “Informational<br />
Platform for SNTGN TRANSGAZ SA” which was meant to ensure communication<br />
between the TSO and its trading partners for the application of the Network Code. The<br />
project shall be completed on September 20 th , 2008.<br />
Page 47 of 54
SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
6.6. The procedures for gas acquisition and storage meant to balance the NTS were<br />
started on March 17 th , 2008, as an obligation provided under Gas Law no. 351/2004.<br />
6.7. Achievements related to the Nabucco project:<br />
- Change of Transgaz’ interest share in the Nabucco project as of March 5 th , 2008,<br />
from 20% to 16.67% as a consequence of a new shareholder’s accession, i.e<br />
RWE Gas Midstream GmbH Germania;<br />
- Increase in the capital held by Transgaz as a shareholder of the Nabucco Gas<br />
Pipeline International GmbH, from Euro 7,000 to Euro 127,000, by application<br />
of a financing mechanism which ensures the relocation, upon the end of the<br />
financial year, of the amounts trimestrially transferred from the reserves account<br />
to the share capital account of the Nabucco Gas Pipeline International GmbH.<br />
Nicolae Turdean,<br />
Chairman of the Board of Administration<br />
Ioan Rusu,<br />
Director General<br />
Radu Moldovan<br />
Director of the Economic Division<br />
Page 48 of 54
SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
ANNEXES TO CH.4, Item 4.1.a)<br />
NICOLAE TURDEAN<br />
Chairman of the Board of Administration<br />
Mediaş, no. 1, C. I. Motas Sq., Sibiu county<br />
March 27 th , 2007- present (until<br />
March 27 th , 2009)<br />
Transgaz - Chairman of the Board of Administration<br />
1999 – present The Ministry of Economy and Commerce – Project Management Unit<br />
- Director<br />
1993-1999 • National Agency for Mineral Resources – General Division<br />
for Mineral Resource Management - Director General,<br />
• Member of the National Commision for the restructuring of<br />
RENEL (the Electric Power Autonomous Regie),<br />
• Member of the National Commission for the restructuring of<br />
the mining industry<br />
1992-1993 The Ministry of Industry – Mining Industry Department – Deputy<br />
Director General<br />
1991-1992 The Ministry of Industry – Mining Industry Department - Director of<br />
the Division for Research, Development and Rehailitation<br />
1989-1990 The Ministry of Mines – Production Department – Head of Coal<br />
Department<br />
1987-1989 The “Valea Jiului” Mining Company – “Valea de Brazi” Mine-<br />
Director of Production<br />
1985-1987 The “Valea Jiului” Mining Plant – “Campul lui Neag” mine –<br />
Production Chief Engineer<br />
1983-1985 The Micro-quarry Enterprise of the “Valea Jiului” Mining Plant,<br />
Production Chief Engineer<br />
1980-1983 The “Valea Jiului” Mining Plant, Mining Engineer<br />
1976-1980 The “Motru” Mining Enterprise, Head of “Rosiuta II” mining<br />
Nicolae Turdean’s sphere of action comprises project management and acquisition procedures (assets,<br />
services, civil works) within the projects funded by the World Bank, regulatory bodies, and elaboration of<br />
regulations for the mineral resource and gas fields, PHARE energy programmes (Synergy Group -<br />
Romania).<br />
Nicolae Turdean graduated marter courses on the management of mining activities, within the Technical<br />
University of Petrosani (1994-1995) and holds an engineer’s license granted by the above-mentioned<br />
university (1972-1995).<br />
Nicolae Turdean is the author of numerous reference books and a member of various associations, such as<br />
the Romanian Engineer’s General Association (active member as of 1993), the Romanian Association for<br />
Energy Policies (active member as of 1995) and the National Commission of Mining Engineers (founder in<br />
1996).<br />
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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
ELENA IANDA<br />
Member of the Board of Administration<br />
Mediaş, no. 1, C. I. Motas Sq., Sibiu county<br />
April 12 th , 2005- present (until<br />
April 12 th , 2009)<br />
1994-present<br />
Transgaz - administrator<br />
The Ministry of Economy and Finance – State Archives – The General<br />
Regulatory Division – Deputy Director General<br />
1993-1994 S.C. Romsim S.A. – Economic Director<br />
1992-1993 S.C. Romicon 2000 S.A. – Economic Director<br />
1990-1992 The Ministry of Public Finance - Economist<br />
1983-1990 The Ministry of Industry and of Machine Construction, The Ministry<br />
of Heavy Equipment<br />
1980-1983 ICE Mecanoexport Import - Economist<br />
1976-1980 IMA Semanatoarea Bucharest - Economist<br />
Elena Ianda participated in number of training programmes such as: master courses in Public Management<br />
(The Academy for Economic Studies), management courses on public institutions and programmes and on<br />
budget organized by the Ministry of Public Finance, the „Public Enterprise Restructuring and Privatization”<br />
ILI course and the „Investment Appraisal, Mergers and Acquisitions, Ratio Analysis” course (Middlesex<br />
University Business School and OK Service Corporation).<br />
Elena Ianda is a specialized financial auditor and a chartered accountant as well.<br />
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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
NICOLAIE SIMESCU<br />
Member of the Board of Administration<br />
Mediaş, no. 1, C. I. Motas Sq., Sibiu county<br />
January 22 nd , 2007- present (until<br />
April 12 th , 2009)<br />
Transgaz - administrator<br />
1996-1997 Natural Gas Autonomous Regie, “Romgaz” – Director General’s<br />
Advisor<br />
1992-1996 Natural Gas Autonomous Regie, “Romgaz” – Director of the Gas<br />
Transmission and Distribution Division<br />
1978-1990 Gas Central Office (turned into Romgaz RA Medias) where he had<br />
various positions, such as: chief engineer I, head of departments, chief<br />
engineer, general director’s advisor, director of the National Gas<br />
Dispatching Centre, Bucharest<br />
1961-1978 Main Pipeline Operating Enterprise, Medias – various positions such<br />
as: head of departments, deputy chief engineer, chief engineer and<br />
technical director for 12 years<br />
1956-1961 “Tg. Jiu” Oil Trust, activity in the field of construction, mounting and<br />
oil related operating works and in the fields of mechanics and energy;<br />
Nicolaie Simescu is the author of numerous reference books and of various inventions. He holds important<br />
distinctions and a doctor’s title – Engineer Doctor’s Title granted by the Oil, Gas and Geology Institute,<br />
Bucharest.<br />
Nicolaie Simescu attended a number of training courses, of which:<br />
− L’Ecole d’application des techniques gaziers, France (diploma 1996);<br />
− The Faculty of Machines and Equipment within the Oil and Gas Institute (Mechanic Engineer<br />
diploma)<br />
− The Technical and Economic Faculty (Economist Engineer Diploma)<br />
− The Training Centre for Managing Staff of the State Economy and Administration, Bucharest;<br />
− „Customer-training, heavy maintenance” of Gas Turbine Corporation – Dundee, Scotland;<br />
− The Ministry of Oil – Oil and Gas Training Section.<br />
Nicolaie Simescu holds the following special licenses: expert’s license „Earth gas, commpresion, transport,<br />
distribution, engineer” of the European Union with „Code Diplomatique”; Ist degree license for the design,<br />
operation, and maintenance of the transmission pipelines and of the equipment related thereto; Ist degree<br />
license for the design, operation, and maintenance of the distribution pipelines and of the equipment related<br />
thereto.<br />
Page 51 of 54
SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
CONSTANTIN ZIDARU<br />
Member of the Board of Administration<br />
Mediaş, no. 1, C. I. Motas Sq., Sibiu county<br />
July 26 th , 2007- present (March<br />
27 th , 2009)<br />
October 2006 - July 2007<br />
May 2004 - September 2006<br />
August 2002 - May 2004<br />
February 1990 - July 2002<br />
July 1986 - February 1990<br />
December 1983 - June 1986<br />
December 1978 - December 1983<br />
August 1972 - December 1978<br />
Transgaz - administrator<br />
SC RODMIR EXPERT S.R.L. Bucharest – Member of the Board of<br />
Administration<br />
SC CONPET S.A. Ploiesti – Director of Dvelopment<br />
SC CONPET S.A. Ploiesti – Technical Director<br />
SC CONPET S.A. Ploiesti - Director General<br />
The Ministry of Mines, Oil and Geology – Senior Inspector<br />
The Ministry of Mines, Oil and Geology – Engineer<br />
The Oil Transmission Enterprise – Ploiesti – Head of Department<br />
The Oil Transmission Enterprise – Ploiesti – Engineer<br />
Constantin Zidaru attended several training courses, as follows: “Introduction to the Quality Management”<br />
within TUV Rheinland Berlin-Brandenburg Romania (2002); “Strategical Alliaces and Business<br />
Achievements” – UPG Ploiesti (2001); “Management and International Economic Relations” post-university<br />
course (Academy for Economic Studies – 1999); “Leadership” programme funded by PHARE (1996);<br />
“Corporate Economic and Financial Assessment” - AGER Prahova (1995); “Current issues on the<br />
International Economic Relations” – International Bucharest Centre (1994); “Oil Unit Management” –<br />
Training Centre of the Ministry of Oil (1990); Long-duration Superior Studies of the Oil, Gas and Geology<br />
Institute, Bucharest (1967-1972).<br />
Page 52 of 54
SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
IOAN RUSU<br />
Member of the Board of Administration<br />
Mediaş, no. 1, C. I. Motas Sq., Sibiu county<br />
March 27 th , 2007 – present (until<br />
March 27 th , 2009)<br />
May 21 st , 2007- present<br />
Transgaz - Administrator<br />
Transgaz - Director General<br />
2000 – May 2007 Transgaz, Technical Development Division - Director<br />
1999 – 2000 SNGN Romgaz - Technical Development Division - Director<br />
September 1998 - 1999<br />
July 1998 - September 1998<br />
September 1997 - July 1998<br />
May 1997- September 1997<br />
SNGN Romgaz – Pipeline Operation Division - Director<br />
SNGN Romgaz – Technical Development Deputy Director<br />
CONDMAG S.A. Braşov – Chief Engineer<br />
Gas Autonomous Regie, Romgaz, Investment Department – Head of<br />
Department<br />
1991 –May 1997 Gas Pipeline Operating Enterprise, Mediaş - Technical Development<br />
Deputy Director<br />
1990 – March 1991 Gas Pipeline Operating Enterprise, Mediaş – Head of Investment<br />
Supervision Office<br />
1984 - 1990 Gas Pipeline Operating Enterprise, Mediaş, Engineer – in charge with<br />
co-ordination of overhauls to gas transmission main pipelines and<br />
equipment related thereto<br />
1983 - 1984 Gas Pipeline Operating Enterprise, Mediaş – Mediaş Regional Office<br />
– Head of Emergency Intervention Brigade<br />
1982 Gas Pipeline Operating Enterprise, Mediaş<br />
Ioan Rusu graduated a series of training courses, as follows:<br />
- Investment Training within “Oil and Gas Personnel Training Section within the Gas Central Office,<br />
Medias” (1989) ;<br />
- Investment Training (1985) and Underground Pipeline Corrosion Control (1986) within the “Centre<br />
for Oil and Gas Personnel Training – Bucharest;<br />
- Training courses for ROMGAZ personnel in the fields of management and gas transmission<br />
company running, SCADA and telecommunications in the gas industry – within projects for the<br />
restructuring and developing of Romgaz, project conducted by the following companies: Arthur<br />
Andersen and Andersen Consulting of Canada,<br />
- Training courses organized by the Ministry of Economy and Commerce on the application of<br />
harmonized industry and trade legislation (2000 – 2006), such as: “Specific methods and procedures<br />
for preventing and fighting against the corruption within public institutions and companies”<br />
Mr. Rusu’s research activity consists of:<br />
- Participation in the drawing up of various laws such as:<br />
o Oil Law no. 134/1995 and Building Quality Law no. 10/1995 on – inclusion of buildings<br />
into “B” importance category, respectively highly important buildings;<br />
o Gas Law no. 351/July 2004 ;<br />
o GD no. 1043/July 2004 – approval of the Regulation on the access to the National Gas<br />
Transmission System and to the Gas Distribution System;<br />
o Decision no. 1231/September 2004 of the National Gas Regulatory Authority – The<br />
Regulation for Appeal, Notification and Sanctioning of Deviations from the Regulations<br />
Issued within the Gas Sector;<br />
o Joint Order no. 47/July 2003 of the Ministry of Economy and Commerce and no.<br />
1203/July 2003 of the Ministry of Transport, Buildings and Tourism and no. 509/August<br />
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SNTGN “TRANSGAZ” SA Medias Annual Management Report for 2007<br />
2003 of the Ministry of Domestic Affairs on the approval of the procedure for<br />
authorizing the execution of buildings located near objectives/systems related to the oil<br />
and gas sector .<br />
- Participation in the drawing up of various standards and norms, such as:<br />
o DN no. 3915 – 94/95 – Design and Construction of Gas Transmission Pipelines and<br />
Manifolds – drawn up by Gazproiect Braşov ;<br />
o Standards on corrosion-control coating of the metal underground pipelines – drawn up by<br />
I.C.P.P.C. Ploieşti;<br />
o Technical Guidelines for surveilling gas transmission pipeline execution works – means of<br />
quality control and surveillance of construction works – mounting ;<br />
o Technical norms for design and execution of upstream gas supply and transmission<br />
pipelines – approved by Decision no. 1.220/2006 of the National Gas Regulatory Authority.<br />
Page 54 of 54