Report of ZSE’s Supervisory Board Activities
for the Year 2005
The report analyses the Supervisory Board’s activities in the following areas:- The Supervisory Board’s personal composition
- The Supervisory Board’s meetings in view of the 2005 Activity Plan
- Discharging the Supervisory Board’s Action Plan in 2005
- Assessing Performance of the Board of Directors
The Supervisory Board’s Personal Composition
By the end of 2005, the Board underwent the following changes:
- Representative of the Fund of the National Property of the Slovak Republic Ján Mitaľ and representative of the Ministry of the Economy of the Slovak Republic Jaroslav Kucbel have been recalled by the resolution of the Extraordinary General Meeting held on December 2, 2005. Newly appointed members of the Supervisory Board are Peter Baláž and Igor Glosík.
- The Board decided to leave the position of the chairman unfilled.
The Supervisory Board’s Meetings in View of the 2005 Action Plan
The Supervisory Board held three regular and three extraordinary
meetings. The regular meetings were held as scheduled in the plan
for the year 2005, with the exception of the scheduled meeting of
May 20, 2005 which was cancelled because the Financial Statement of
ZSE, a.s., was discussed and approved in March instead of May. The
regular meetings covered planned activities of the Company and
discussed on-going tasks.
The extraordinary meetings had the following objectives:
February 3, 2005
- approval of establishment of a new company (ZSE, spol. s r.o.)
April 8, 2005
- discussion of the proposal to ZSE, a.s., in the matter of profit
distribution for 2004
- establishment of company SPX, spol. s r.o.
July 28, 2005
- approval of the evaluator appointment
- approval of the Annual Report for 2004
- appointment of a member of the Board of Directors
Discharging the Supervisory Board´s Action Plan in 2005
The regular meetings of the Supervisory Board discussed materials
according to the Activity Plan. The members of the Board discussed
issues of the Collective Agreement for 2004 – 2005, implementation
of a new invoicing system and improvement of customer services.
They were informed about agreements signed in accordance with
article 3.9 of the Shareholders Agreement (agreements between ZSE,
a.s., and daughter companies of the E.ON Group), as well as the
agreement to provide consulting services. The Board of Directors
conveyed information to the Supervisory Board about financial and
economic results including payables and receivables for 2005.
The Supervisory Board reviewed the Financial Statement for 2004 and
the report of an independent auditor and approved them without
objections. The proposal for profit distribution from 2004 was
discussed by shareholders and members of the Supervisory Board. A
final proposal for the distribution was approved on April 8, 2005
and submitted to the General Meeting.
The Supervisory Board also discussed the company development plans
for the next year and a longer-term period. During its meeting in
September 2005, the Board discussed the Strategic Plan of the
Company for years 2006-2008 and the Investment Plan for 2006. In
accordance with the plan, the Board approved an activity plan and
schedule of meetings for the next year in its most recent meeting on
December 6, 2005.
Assessing the Performance of the Board of Directors
The Board of Directors cooperated closely with members of the
Supervisory Board and provided them with the necessary information
on schedule and in the required context and depth. In addition to
regular meetings of the chairman of the Supervisory Board with the
members of the management, the individual members of the Supervisory
Board held meetings with other representatives of the Company, when
needed.
Similar to the Supervisory Board, the Board of Directors also
underwent changes at the General Meeting on December 2, 2005 and
approved a change in the position of representative of the largest
shareholder of the Company. Vice Chairman of the Company, Vladimír
Vojtek, was replaced by Peter Vlasatý.
The Supervisory Board is pleased to announce that the Company
achieve positive financial results, and would like to thank the
Board of Directors, the management and employees for their team work
and for sharing in the Company’s success.
Bratislava, on April 12, 2005
Walter Hohlefelder
Interim Chairman of the Supervisory Board of ZSE, a.s.
Decision Taken by the Supervisory Board of ZSE, a.s.
The Supervisory Board of the shareholding company Západoslovenská
energetika has acknowledged:
- the financial statements of the company Západoslovenská energetika,
a.s.,
Bratislava, as of December 31, 2005;
- the consolidated financial statements of the company Západoslovenská
energetika, a.s.,
Bratislava, as of December 31, 2005;
- the report by the independent auditor.
It has reviewed the financial statements and the proposal for
distribution of profits, and recommends to the General Meeting of
the company to approve:
- the annual financial statements of the company Západoslovenská
energetika, a.s.,
Bratislava set up as at December 31, 2005 according to the
statutory regulations applicable in Slovakia,
- the consolidated financial statements of the company Západoslovenská
energetika, a.s.,
Bratislava set up as at December 31, 2005 according to the
statutory regulations applicable in Slovakia.
Proposal for Distribution of Profits
The statutory body proposes that the profits remaining after the mandatory contributions to the statutory and legal funds in the amount of SKK 2,715,476,946 be paid out in the form of dividends.
The profit per share generated in 2005 amounted to SKK 496.28 (2004: SKK 442.65).
The distribution of the book profits generated in 2005 and amounting to SKK 2,945,203 thousand is shown in the following table:
| The Distribution of the Book Profits | ||||
| In SKK thousand | 2005 | |||
| Contribution to legal reserve fund | 0 | |||
| Contribution to company’s CAPEX base reinforcement fund | 200,000 | |||
| Contribution to Social Fund | 15,000 | |||
| Dividends | 2,715,477 | |||
| Royalties | 14,726 | |||
| Annual book profits | 2,945,203 | |||
» Printer friendly version