Annual report - HSE

1.2.1 Monitoring and supervision of company
operations
In 2012, the Supervisory Board held nine regular, three extraordinary and five
correspondence meetings.
Throughout the year, the Supervisory Board was constantly informed about the Company’s
operations and realisation of its decisions. It discussed legal transactions that in accordance
with Articles of Incorporation of the limited liability company Holding Slovenske elektrarne
d.o.o. require the Supervisory Board’s approval, other business and strategic issues that
significantly affect mid- and long-term interests of the Company, as well as the HSE Group
investments and socially responsible increase of the Company’s economic efficiency. The
Supervisory Board carefully monitored the Company’s liquidity and provision of sufficient
financial resources required for the Group’s development projects.
At its meetings, the Supervisory Board was informed on recommendations by the Capital
Assets Management Agency of the Republic of Slovenia (AUKN RS, now SOD). The
recommendations were discussed and reasonably considered.
In 2012, the Supervisory Board actively supervised currently the largest energy project in
Slovenia, the investment in 600 MW replacement Unit 6 in Termoelektrarna Šoštanj d.o.o.
Some of the activities and most important decisions adopted by the Supervisory Board in
the discussed area are the following:
Annual Report HSE 2012
1 Introduction
10
• It actively monitored all events and realisation of the investment in the 600 MW
replacement Unit 6 at TEŠ and was acquainted with reports by the Committee for Active
Supervision of the Unit 6 Project and quarter reports on the project realisation;
• It approved borrowing within the scope of bridge financing of the investment in the
construction of Unit 6 at TEŠ d.o.o.;
• On 26 January 2012, it was acquainted with the documents by HSE d.o.o. and TEŠ d.o.o.
on the consequences of non-issuance of the government guarantee and it identified
risk increase due to delayed adoption of the Act on Guarantee; the Board, therefore, reproposed
to the Company’s management to immediately prepare the following:
- Programme for additional active reduction of all costs in the controlling company, as
well as in the HSE Group subsidiaries, in order to ensure sufficient funds for project
financing;
- Programme of additional limitation of regular maintenance, as well as a programmed of
additional limitation of investments that are not necessary, applicable to all companies
of the Group;
- Additional programme for examination of financing necessity and of disinvestment
possibilities, applicable to all Group companies;
• It was acquainted with the letter by AUKN RS no. 02-01/2012-318 of 27 February 2012,
with a section of the press release of the 3rd regular Government session of 23 February
2012, regarding the companies HSE d.o.o. and TEŠ d.o.o., as well as with the Interim
report on the activities performed by the HSE d.o.o. and TEŠ d.o.o. managements, of 22
February 2012;
• It was acquainted with the possibility of meeting the conditions set by the Government at
its 3rd regular session as at 23 February 2013, regarding the issuance of the government
guarantee for the TEŠ Unit 6 project; accordingly, it recommended to the company’s
management to prepare a written report on this subject and to submit it to AUKN RS;
• It was acquainted with scenarios of potential non-issuance of the government guarantee
for the Unit 6 project;
• It was acquainted with the document by the Commission for the Prevention of Corruption
with the title ‘Interim findings and opinion of the Commission for the Prevention of
Corruption regarding the project Unit 6 - Termoelektrarna Šoštanj’ of 17 February 2012,
and issued its position on the document in written;
• In order to protect the interests of the company HSE and the HSE Group, and despite
procedural complications in connection with the decisions of the Committee on Finance
and Monetary Policy of the National Assembly, it confirmed the Revised investment
programme (NIP 5) for construction of Unit 6 at TEŠ and asked AUKN RS to take care of
the procedural deficiency.