Annual report - HSE

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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.
Other important matters and issues discussed by Supervisory Board in 2012 are presented below: • It was acquainted with the company’s report on the possibility of purchasing the PV shares; • It approved the Rules on Internal Audit Activities; • It was acquainted with the AUKN RS recommendations; • It adopted the Operational guidelines for payment and reimbursement to external members of the SB committees; • It was acquainted with the activities regarding the discussion of the Proposal for Act Amending the Energy Act; • It discussed the issues of the company TET in view of closing down RTH (Trbovlje- Hrastnik coalmine) and maintenance of energy location, and was acquainted with relevant documentation ‘Document on identification of the investment project Gradual reconstruction of Unit 4 at Termoelektrarna Trbovlje, April 2012’. • It was acquainted with development possibilities of the company TET, with possibilities and procedures for entry of an international partner into the TET ownership; in the event of non-realisation of development strategy, based on local energy source, the SB recommended that the HSE management inform its owner about the possibility of foreign partner and acquire the owner’s written opinion on the matter; • It was acquainted with submitted documentation on TET and proposed that the HSE management inform the company’s management on current potentially strategic partners in the investment in TET; • It was acquainted with the information about unaudited financial statements of the company HSE for 2011; • It was acquainted with the public letter of the Ministry of Infrastructure and Spatial Planning regarding annual leave payment; • It agreed on adoption of all decisions that HSE is required to adopt for closing the subsidiary HSE Hungary, as its founder and sole owner; • It gave it previous approval for closing HSE Belgrade Representative Office; • It was acquainted with the Managing Directors’ recommendation to the directors of subsidiaries regarding payment of annual leave allowances for 2012; • It was acquainted with interim report on due diligence in the company Amitea II Mostar in connection with construction of sHPP on the River Kraljuščica; • It was acquainted with the Information on the HSE operations in period I-III 2012 in view of stricter liquidity conditions and the management’s proposed measures; • It was acquainted with the Information on situation of production capacities of the HSE Group, with emphasis on PSP Avče, HPP Zlatoličje, TEŠ Unit 3 and PV; • It approved the Internal Audit’s Annual plan for 2012; • It was acquainted with summery of the report on examination of the procedure of call for tenders for provider of the ERP business and information system in the company HSE; • It appointed a three-member HR-nomination Committee of the Supervisory Board; • It was acquainted with the management’s answer to its written questions; • It was acquainted with the document ‘Restrictive plan for cost reduction for 2012 in HSE d.o.o.’ and recommended that the management proceed with its activities for streamlining its operations; • It was acquainted with potential risks in the submitted document ‘Liquidity plan for deteriorated circumstances for the period May-December 2012’ and in accordance with reasonable use of provisions of Article 31 of ZFPPIPP requested that the management prepare adequate measures for prevention and elimination of causes of illiquidity by 4 June 2012 (the document was submitted to the SB on time); • It was acquainted with the letter of the Managing Director in connection with the AUKN RS decision and recommendation regarding the auditor and requested that the Audit Committee discuss the issue at its next meeting; • It discussed the Annual Report of the company HSE and the HSE Group for 2011 with Auditor’s reports; the SB had no objections to the auditor’s reports; after the final verification, the SB had no objections to the Annual report, therefore, it confirmed the Annual report; the SB prepared a written report for the founder on the Annual report examination findings; Annual Report HSE 2012 1 Introduction 11
Page 1: ANNUAL REPORT OF THE COMPANY HSE &
Page 4 and 5: Contents 7 8 9 10 13 13 14 15 1 Int
Page 7 and 8: What you see: Downpour What we see:
Page 9: 1.2 Report of the Supervisory Board
Page 13 and 14: 1.2.2 Monitoring and supervision of
Page 15 and 16: 1.3 Electricity production and trad
Page 17 and 18: HSE Group 2012 2011 IND 12 / 11 Net
Page 19 and 20: 1.5 Chronology of important events
Page 21 and 22: • On 19 October, an agreement on
Page 23: management. Immediately after the i
Page 26 and 27: 2.1 Controlling company 2.1.1 Profi
Page 28 and 29: 2.1.3 Management of the controlling
Page 30 and 31: 2.1.4 Corporate governance statemen
Page 32 and 33: • Supervising the integrity of fi
Page 34 and 35: HSE Group in western, central and s
Page 36 and 37: Hydro production Dravske elektrarne
Page 38 and 39: Srednjesavske elektrarne d.o.o. (SR
Page 40 and 41: Termoelektrarna Trbovlje d.o.o. (TE
Page 42 and 43: PV Zimzelen d.o.o. is a retirement
Page 44 and 45: HSE Adria d.o.o. HSE Adria d.o.o. M
Page 46 and 47: Investments HSE Invest d.o.o. HSE I
Page 48 and 49: Regular cooperation with trade unio
Page 50 and 51: National, European and global frame
Page 52 and 53: 2.5.4 Achieving information securit
Page 54 and 55: performed with the help of market c
Page 56 and 57: Slovenian electricity market in 201
Page 58 and 59: The scope of trading on the Italian
Page 60 and 61:
Long-term contracts and day-ahead m
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Structure of sources The electricit
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2.9 Investments The HSE Group is bo
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At HPP Krško, the following activi
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Most of company’s investments wer
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Debt ratio The debt ratio is an imp
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The value of assets and total equit
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Equity to fixed assets ratio in €
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Debt-to-equity ratio in € 2012 20
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Operating fixed assets rate in €
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Net return on equity ratio (ROE) in
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2.12 Risk management The HSE Group
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2.12.2 Operating risks Market risk
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In 2012, risks were managed with th
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Production management The HSE Group
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Risk of investment activities The k
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2.14 Research and development In 20
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EU level Key activities: • EU Ren
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2 Poslovno poročilo
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3.1 Responsibility to employees In
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Employees and the community Employe
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Number of employees as at 31 Decemb
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certificates on their behalf. In 20
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2 Poslovno poročilo
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4.1 Auditor’s report Annual Repor
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4.2 Statement of management’s res
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4.4 Financial statements 4.4.1 Stat
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4.4.4 Cash flow statement in € An
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4.5 Notes to the financial statemen
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4.5.3 Basis of measurement Company
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4.5.7.2 Property, plant and equipme
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4.5.7.4.2 Non-derivative financial
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4.5.7.7 Equity Total equity of the
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Costs of services are historical co
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in € Intangible assets Emission c
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Investments in subsidiaries (3) in
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Significant amounts from statements
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Short-term financial receivables fr
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Other short-term assets (7) in €
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Provisions for termination and jubi
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Short-term financial liabilities (1
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Other current liabilities (15) in
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Costs of goods, materials and servi
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Tax (24) The company is subject to
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In the reporting period, individual
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Receipts of supervisory board membe
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in € Changes in allowances for sh
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In March 2013, the company TEŠ dre
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Sensitivity analysis of cash flow a
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4.5.8.9 Fair values The company est
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5.1 Auditor’s report for HSE Grou
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5.2 Statement of management’s res
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5.4 Consolidated financial statemen
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5.4.4 Consolidated cash flow statem
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5.5 Notes to the consolidated finan
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5.5.2 Basis for preparation In the
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5.5.4 Currency reports 5.5.4.1 Func
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Emission coupons are not amortised,
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5.5.7.5 Long-term investments in as
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5.5.7.7 Inventories Inventories are
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5.5.7.10 Provisions for jubilee and
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Write-downs in value include amorti
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5.5.8 Notes to the consolidated fin
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Property, plant and equipment (2) i
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Other long-term investments and loa
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Changes in deferred tax assets in 2
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Cash and cash equivalents (8) in
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Provisions for legal actions are cr
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Long-term operating liabilities to
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Considering the increase in assesse
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In 2012, the audit of financial sta
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Financial expenses (27) Financial e
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Considering the abovementioned fact
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5.5.8.8.1 Credit risk Most of the G
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Changes in allowances for short-ter
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Contracts concluded for currency sw
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in € Capital management 31 Decemb
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Contacts Holding Slovenske elektrar
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HSE BH d.o.o. Bulevar Meše Selimov
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NIP 5 Revised investment programme
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Holding Slovenske elektrarne d.o.o.
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Annual report - HSE

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