Annual Report of the Management Bord on the
Transcription
Annual Report of the Management Bord on the
Annual Report of the Management Bord on the Company Status in 2013 Zagreb, April 2014 Organisation and human resources Multimedia services Network services Infrastructure Television and radio programme broadcasting services OB-31/0/13 www.oiv.hr Godišnje izvješće Uprave o stanju Društva za 2013. godinu CONTENTS 1. INTRODUCTION ....................................................................................................................................................... 3 MANAGEMENT BOARD REPORT ................................................................................................................................................... 3 2. COMPANY ACTIVITIES AND POSITION ..................................................................................................................... 5 INSTITUTIONAL FRAMEWORK ....................................................................................................................................................... 5 LEGAL FRAMEWORK................................................................................................................................................................... 5 ACTIVITIES ............................................................................................................................................................................... 5 MANAGEMENT, STRUCTURE, AND ORGANISATION ........................................................................................................................... 6 MANAGEMENT SYSTEM .............................................................................................................................................................. 7 3. KEY FINANCIAL INDICATORS .................................................................................................................................... 9 4. GENERAL OBJECTIVES ............................................................................................................................................ 10 5. ACTIVITIES – CONDITION, 2013 OVERVIEW, AND 2014 OBJECTIVES ...................................................................... 11 TELEVISION AND RADIO SIGNAL BROADCASTING............................................................................................................................. 11 MULTIMEDIA ......................................................................................................................................................................... 16 FIBER OPTIC AND MICROWAVE LINKS ........................................................................................................................................... 18 SERVICES IN PROFESSIONAL MOBILE NETWORK (PMR) ................................................................................................................... 22 SUPPORT AND OTHER ACTIVITIES ............................................................................................................................................... 23 6. BUSINESS ENVIRONMENT AND OPERATIONAL RISKS ............................................................................................ 25 OPERATIONAL RISKS ................................................................................................................................................................ 25 7. HUMAN RESOURCES.............................................................................................................................................. 27 EMPLOYEE COSTS AND STRUCTURE............................................................................................................................................. 27 EDUCATION ........................................................................................................................................................................... 27 WORK ENVIRONMENT ............................................................................................................................................................. 28 RESPONSIBILITY TOWARDS EMPLOYEES........................................................................................................................................ 28 REMUNERATION AND SUPPORT ................................................................................................................................................. 28 OCCUPATIONAL SAFETY............................................................................................................................................................ 28 PROTECTION OF EMPLOYEES' DIGNITY......................................................................................................................................... 29 EMPLOYEES - MANAGEMENT BOARD RELATIONSHIP ...................................................................................................................... 29 8. SOCIAL RESPONSIBILITY ......................................................................................................................................... 30 COMMUNITY ASSISTANCE ......................................................................................................................................................... 30 ETHICS IN BUSINESS................................................................................................................................................................. 30 CORPORATE MANAGEMENT CODE ............................................................................................................................................. 30 ANTI-CORRUPTION PROGRAMME ............................................................................................................................................... 30 9. CONCLUSION ......................................................................................................................................................... 31 OB-31/0/13 Stranica 2/31 Godišnje izvješće Uprave o stanju Društva za 2013. godinu 1. Introduction Management Board Report Despite challenging business environment in 2013 company Odašiljači i veze d.o.o. realised good business results, and positive financial results. In order to reduce further negative impacts of unfavourable economic and financial circumstance and to maintain business stability, Company increased its efforts in search for new markets, implemented business cost cutting measures, and systematically realised goals defined by strategic documents aimed at increasing income from new sources. Company's pre-tax profit was HRK 17.4 million, 12.1% over the 2013 plan and 0.2% less than in 2012. The income tax was HRK 3.8 million, giving the after tax profit of HRK 13.5 million. The operating income realised in 2013 was HRK 232.4 million, 2.7% less than the 2013 plan and 0.6% more than in 2012. In accordance with the defined mission and outlined strategic objectives, Odašiljači i veze d.o.o. was applying an integrated management system compliant with the requirements of HRN ISO 9001:2008 Quality Management Systems and ISO 14001:2004 Environmental Protection Management System. Given the specificities of our services and their limited number of customers, particular attention was given to customer relationships in order to realise mutual economic benefit and successful cooperation. During 2013, OiV continued with regular broadcasting of the programmes of HRT, RTL Televizija and Nova TV on multiplexes A and B, as well as regular broadcasting of all the national, regional, and local television programmes on MUX D. In April 2013 transmission pricing on MUX A and B was adjusted, and in July 2013 also on MUX D. Transmission pricing was adjusted due to lower fees for use of radio spectrum, and increased prices of electric power and fuel compared to the same fees and prices in 2009 (MUX A, B), and 2010 (MUX D). The adjusted prices were lower than the old prices. The lower prices decreased the income, but because of simultaneous cost reduction, these changes had no impact on profit. HRT announced termination of broadcasting on medium wave with the beginning of 2014, as well as closure of several correspondent offices during 2014. The Company Plan is to continue building OiV fibre optic network with the goal of linking the largest cities in the Republic of Croatia and establishing links with the fibre optic networks of neighbouring countries. There were significant activities realised within the Project of unification of fiber optic infrastructure since the beginning of 2013. At the session held on January 17th 2013 the Government of the Republic of Croatia adopted its Conclusion on the Project of unification of fiber optic infrastructure in companies that are in majority ownership of the Republic of Croatia, tasking CEI (Center for Monitoring Business Activities in the Energy Sector and Investments) to create the analysis and the proposal of the contractor on the operative implementation of the technical part of the project and of the management and maintenance of the implemented Project. Based on the decision of the Government of the Republic of Croatia "Decision on selecting of and issuing charges to the contractor on implementation of the Project of unification of fiber optic infrastructure in companies that are in majority ownership of the Republic of Croatia" of April 11th 2013, Official Gazette 46/2013, OiV was appointed as the contractor on operative implementation of the "Project of unification of fiber optic infrastructure in companies that are in majority ownership of the Republic of Croatia". OB-31/0/13 Stranica 3/31 Godišnje izvješće Uprave o stanju Društva za 2013. godinu By June OiV drafted the contract proposal for the companies, including the model for operation, maintenance and future investment into enlargement and joint use of fiber optic infrastructure, as well as the framework business plan, holding presentation of the plan and the contract to the ministries in July. The decision of the Government of the Republic of Croatia, class: 022-03/13-04/512, reg. no.: 50301-05/25-133, of December 18th 2013 defined the operative implementation of the Project and posed requirement to the companies that are in majority ownership of the Republic of Croatia and to the connected companies managing the fiber optic infrastructure to sign the contract with Odašiljači i veze d.o.o. within 45 days of coming into force of the decision, on business cooperation based on the income sharing model and for the duration of 30 years by which Odašiljači i veze d.o.o. would be allowed, within 30 days from the day of the signing, to place surplus of fiber optic infrastructure of the aforementioned companies on the electronic communication market for the purpose of project implementation. The negotiations with the companies continued until the end of 2013 regarding the business cooperation agreements, the signing of which would be at the beginning of 2014. On December 31st 2013, the number of Company employees was 289. On October 1st 2013 OiV implemented Company reorganisation and restructuring, transforming the organisation from the model that supported previous investment projects, particularly the project of implementation of digital television and introduction of the first payTV service of digital terrestrial television (evotv), into the model that would support current and future projects, with particular emphasis on the project of unification of fiber optic infrastructure in companies that are in majority ownership of the Republic of Croatia, on development of new services, and on strengthening relationships with customers. OB-31/0/13 Stranica 4/31 Godišnje izvješće Uprave o stanju Društva za 2013. godinu 2. Company Activities and Position Institutional Framework Odašiljači i veze fall under the Ministry of Maritime Affairs, Transport and Infrastructure, and its activities are under the Directorate for Air Traffic, Electronic Communications and Postal Services. The following regulatory agency have authority over its activities: Croatian Post and Electronic Communications Agency (from now on HAKOM) Agency for Electronic Media (from now on AEM) Legal Framework Legal framework for the activities of Odašiljača i veza consists of the following acts: Electronic Communications Act, NN 73/08, 90/11, 133/12, 80/13 Electronic Media Act, NN 153/09, 84/11, 94/13, 136/13 Law on the Croatian Radio-Television, NN 137/10, 76/12 regulations in the area of physical planning and construction Security and Intelligence System Act, NN 79/06, 105/06 Regulation on requirements in the area of national security of the Republic of Croatia placed on natural and legal persons in telecommunications, NN 64/08 Activities Based on the classification of the relevant regulatory agency HAKOM - Croatian Post and Electronic Communications Agency, Odašiljači i veze is an operator registered for the following activities: Providing access to and joint use of electronic communication infrastructure and related equipment Leasing electronic communication networks and/or lines Providing transmission of images, voice and sound using electronic communication networks (which excludes broadcasting service) Providing broadband Internet access (until December 31st 2013) Managing multiplex in broadcasting Conveying, transmitting and/or receiving images, voice, sound and other data for the purpose of direct reception by public in terrestrial broadcasting Providing satellite services Providing services in the private mobile network (PMR) (from January 1st 2014) OB-31/0/13 Stranica 5/31 Godišnje izvješće Uprave o stanju Društva za 2013. godinu Management, Structure and Organisation Odašiljači i veze d.o.o. is 100% owned by the Republic of Croatia. Company Odašiljači i veze d.o.o. was founded by the Articles of Association that established an independent limited liability company on April 16th 2002, and it was created by dismantling the public institution Hrvatska radiotelevizija into two entities: Hrvatska radiotelevizija and Odašiljači i veze d.o.o. In accordance with the Companies Act and Articles of Association of Odašiljači i veze d.o.o., Company has an MANAGEMENT BOARD Assembly, a Supervisory Board and a Management Board. The Assembly recalls and appoints the Supervisory Board. DIVISION AND INDEPENDENT DEPARTMENT DIRECTORS Company's Supervisory Board has five members. Four members of the Supervisory Board are elected by the Picture 2-1 Management structure Assembly, while one member is elected by Company employees. The term of office of the Supervisory Board members is four years. The fundamental authority of the Supervisory Board is to continuously supervise how Company business operations are managed, and to appoint members of the Management Board. During 2012, the Supervisory Board members were appointed as follows: SUPERVISORY BOARD Marijan Crnjak Mislav Peričić Lora Čurković Damir Vuk Saša Radulić Chairman of the Supervisory Board Vice Chairman of the Supervisory Board Supervisory Board Member Supervisory Board Member Supervisory Board Member, employees' representative The authorities, duties and responsibilities of the Management Board when conducting business and representing Company are established by the Articles of Association of Odašiljači i veze d.o.o., that being the constitutive document of the Company. The Members of the Management Board represent Company independently and individually. The basic authority of the Management Board is to conduct the Company business activities and to represent Company in front of the third parties. The Management Board is required and authorised to, , among others, undertake all actions and render all decisions it deems necessary to successfully manage the Company business operations, which includes, among others, making the decisions for the purpose of implementing business strategy, and work and development plans and programmes. The Management Board consists of: Aleksandar Golub Vlatka Dokoza Board Chairman Board Member The basic work organisation of Odašiljači i veze are organisational units that are operational systems for providing services in the area of telecommunications in fixed networks, as well as using radio spectrum, and providing services of projecting and supervising construction and installation of telecommunication objects, creating projects in the field of electric and electronics, as well as installation, maintenance, and directing of telecommunication equipment, and performance of joint tasks for the requirements of Odašiljači i veze. Organisational structure consists of: Divisions and Independent Departments Departments Based on the decision of the Management Board of Odašiljači i veze, it is also possible to establish temporary structural units on the company level for implementation of projects that are of significance for the overall activity of Odašiljači i veze. OB-31/0/13 Stranica 6/31 Godišnje izvješće Uprave o stanju Društva za 2013. godinu The divisions are headed by division directors who answer to the Company Management Board. The independent departments are headed by independent department directors who answer to the Company Management Board. Departments are headed by the department managers who answer to the division manager of the division that had established the department. A general act on job systematisation, Management Board decision, or work contract can specify that certain managers also manage lower organisational units. MANAGEMENT SALES AND MARKETING INDEPENDENT DEPARTMENT STRATEGY AND DEVELOPMENT INDEPENDENT DEPARTMENT MANAGEMENT OFFICE HUMAN RESOURCES AND LEGAL AFFAIRS INDEPENDENT DEPARTMENT PLANNING, ACCOUNTING AND FINANCES INDEPENDENT DEPARTMENT CONTROLLING INDEPENDENT DEPARTMENT MANAGING, MONITORING AND PROCESSING DIVISION REGIONAL CENTRE DIVISION INSTALLATION, BUILDING AND MAINTENANCE DIVISION TELECOMMUNICATION DIVISION RADIO COMMUNICATION DIVISION LOGISTICS DIVISION Picture 2-2 Organisational structure Management system The OiV activity is based on economic and developmental sustainability. Standards and certificates: ISO 9001 – Quality Management System ISO 14001 – Environmental Protection Management System OHSAS 18001 – Occupational Health and Safety Management System By doing business in compliance with the implemented international standards and specifications, that are continually developed and maintained, Odašiljači i veze proves its eagerness to permanently improve quality of business, to take care of the users of its services, to protect environment, and to not only accept legally prescribed standards, but to set on its own higher standards and to continuously monitor the state of its business activities. OB-31/0/13 Stranica 7/31 Godišnje izvješće Uprave o stanju Društva za 2013. godinu Ethics and protection of Company reputation and assets are given particular attention in all business segments. In accordance with its business policy Odašiljači i veze manages quality of service, defines business processes, defines roles and responsibilities in realisation of business goals, conducts supervision and reporting. The management system is regularly updated and adjusted to the business strategy. Quality management system is verified internally between one and three times per year (depending on the area), and once a year with the assessment of an independent reviser, a certifying authority. Business goals are defined by the business plan, and their realisation is followed monthly and quarterly, with consequent reporting to the Management Board. Environmental Protection Odašiljači i veze puts great importance into environmental protection and continuously works on improving environmental protection management system, wherever and whenever possible. The environmental protection goals are ensured by: New technologies Education and improvement Action in case of unforseen events Waste management Waste reduction / Reuse Preventive and active maintenance managing waste following economic and environmental protection principles that include taking care of the waste following the legally defined procedures avoiding creation of waste if possible and by reusing it for some other purposes preventive and active maintenance of equipment and installations constant education and improvement of environmental protection management system procedures organised action in case of a sudden event in accordance with the intervention plans introduction of new technologies (reducing power use, long-term reduction of various waste loads...) Picture 2-3 Realisation of environmental protection goals OiV holds ISO 14001:2004 Environmental Protection Management System. By taking care of our environment, we provide for needs and expectations of current and future generations. Internal and external verification of the functioning of the Environmental Management System is conducted systematically and regularly. OB-31/0/13 Stranica 8/31 Godišnje izvješće Uprave o stanju Društva za 2013. godinu 3. Key Financial Indicators Indicators 2012 2013 Comparison Operating income 231,039,649 232,360,812 101.0 Total income (operating + financial) 236,985,219 235,310,357 99.3 Operating expenses 202,703,036 202,177,749 99.7 Material costs 68,398,565 61,091,591 89.3 Personnel costs 51,309,039 49,811,687 97.1 Depreciation 59,791,551 58,076,428 97.1 Intangible costs 23,203,881 33,198,043 143.1 219,583,328 217,949,120 99.3 EBIT 28,336,613 30,183,063 106.5 EBITDA 88,128,164 88,259,491 100.1 EBIT margin 0.12 0.13 105.9 EBITDA margin 0.38 0.38 99.6 Gross profit 17,401,891 17,361,237 99.8 Earnings after taxation 13,421,587 13,522,393 100.8 120,310,825 130,094,892 108.1 Stock 23,042,979 23,342,133 101.3 Receivables 88,042,555 38,288,717 43.5 3,504,213 5,829,214 166.3 Fixed assets 384,362,509 348,259,553 90.6 Total assets = Assets 511,389,074 484,543,298 94.8 Total capital 226,200,184 239,722,578 106.0 69,803,930 165,649,814 237.3 210,820,899 74,613,207 35.4 ROE 0.08 0.07 94.1 ROA 0.03 0.04 105.3 ROS 0.08 0.07 99.2 Financial stability ratio 0.88 1.11 126 Coverage level I 0.59 0.69 117 Coverage level II 1.14 0.90 79.4 Debt ratio 0.56 0.50 90.3 Total assets turnover ratio 0.46 0.49 104.8 Current assets turnover ratio 1.97 1.81 91.8 Total expenses (operating + financial) Current assets Cash Current liabilities Long-term liabilities Slika 3-1 Key Financial Indicators OB-31/0/13 Stranica 9/31 Godišnje izvješće Uprave o stanju Društva za 2013. godinu 4. General Objectives OiV's general objectives are strengthening its market position by developing new services, and maintaining and developing electronic communication infrastructure and related equipment. Strengthening positions in core activities and developing new services Strengthen its position of the market leading network operator in the Republic of Croatia in the sector of terrestrial broadcasting, Continue expanding telecommunication services, especially by expanding capacities in the fiber optic network, Continue expanding multimedia services, Develop new services, Monitor customers' requirements and wishes and promptly react accordingly in all areas, especially in telecommunication services, digital television, and new multimedia services, Work continuously on improving quality of all services. Maintaining and developing electronic communication infrastructure and related equipment Keep its position among the leading infrastructure operators in the Republic of Croatia, Work continuously on maintaining and developing infrastructure, and on upgrading services, Take continuous care in all the aspects of environmental protection. Basic development guidelines are innovation and adaptation of business offering in accordance with technological development, market demands and needs of customers, making OiV more recognisable as an innovative network and service operator in the area of electronic communications. The emphasis is on providing high quality services to maintain and further make OiV more recognisable as a reliable partner and with customer satisfaction. OB-31/0/13 Stranica 10/31 Godišnje izvješće Uprave o stanju Društva za 2013. godinu 5. Activities – Condition, 2013 Overview, and 2014 Objectives Odašiljači i veze d.o.o. activities can be divided into: Television and radio broadcasting Multimedia Fiber optic and microwave links Professional mobile radio network (PMR) - beginning with 2014 Support and other activities Operating results achieved in 2013 were according to the business plan. The operating income was HRK 232.3 million, which was 0.6% more than in 2012. Item 2012 2013 Comparison OPERATING INCOME 231,039,649 232,360,812 100.6 Television and radio broadcasting Multimedia Fiber optic and microwave links Support and other activities 156,007,751 13,261,396 55,683,303 6,087,199 156,035,290 13,296,243 52,837,327 10,191,951 100.0 100.3 94.9 167.4 Picture 5-1 Income by activity The main Company objectives in 2014 are: income increase of 10% compared to 2013 network expansion and filling the remaining slots in the area of television and radio signal broadcasting project of unification of fiber optic infrastructure acquisition of new, primarily foreign, users and new services in the area of multimedia development of professional mobile radio network (PMR) market presence on foreign markets and markets in neighbouring countries with consulting services and services of projecting, installing and maintaining digital terrestrial television systems Television and Radio Signal Broadcasting Digital Terrestrial Television – Publicly Available Programmes – „free-to-air“ Over last ten years Odašiljači i veze has invested significant own assets in building digital terrestrial television networks (DVB-T). Three digital terrestrial television networks (multiplexes - MUX) have been built for DVB-T standard with MPEG-2 video content encoding system: MUX A 10-year licence – valid until 24. 4. 2019 National coverage – more than 98% of the population The entire multiplex capacity is used, 4 national programmes are broadcast, two of which are general HRT programmes according to the Law on the Croatian Radio-Television OB-31/0/13 Stranica 11/31 Godišnje izvješće Uprave o stanju Društva za 2013. godinu MUX B MUX D 10-year licence – valid until 24. 4. 2019 National coverage – more than 96% of the population Multiplex broadcasts 4 specialised programmes, and the fifth slot remains empty. 10-year licence – valid until 21. 7. 2020 National coverage – more than 90% of the population. 2 programmes are broadcast on national level (sptv, CMC), and an additional new programme starts with January 2014 – RTL Kockica. Regional coverage (D1-D9) – coverage depends on the region, but it is at least 70% of the population. There are 16 programmes broadcast on regional level. Local coverage (networks have been built for regions d71, d72 and unified region d44-d45d46). There are 4 programmes broadcast on local level. In each of the regions D2, D4, D6, D7 and D9, and d71 and d72 there is one free slot, and in the region d44-d45-d46 there are two free programme slots. The main problem are vacant slots in multiplexes B and D, and subsequent reduced income which has direct impact on cost effectiveness of the digital broadcasting of a multiplex, since the permits have a set expiration date. Apart from that, operational costs of networks are the same no matter how filled their slots are, all the frequency fees are paid in full amount, equipment depreciation goes on, etc. Because of one vacant slot in the B multiplex OiV is annually losing approximately HRK 7.4 million. Global economic crises caused significant reduction in advertising, main income source of all the commercial television networks, and this has also reflected on OiV since publishers, especially those on regional and local levels, meet their obligations with increasing difficulty. The continuation of this trend is to be expected in the next period, i.e. some publishers might stop their operations, there might be bankruptcies, merging of publishers, etc., all of which can also have negative impact on the occupation of multiplex slots, and thus loss of income. Other problems are: interference by Italian transmitters on the entire Adriatic coastal area. The interference by Italian transmitters on the entire coastal area, from west shore of Istria to Prevlaka, is a particular problem for all the digital terrestrial television networks, preventing good reception of all the Croatian programmes. There has been no progress with resolving Italian interference. Due to Italian interference, there has been a huge public pressure caused by justified complaints by viewers who are, especially during summer months, prevented from following the programmes of national and local broadcasters. There is a danger that part of the viewers will stop paying television licence fees, which can indirectly also have effect on OiV. Apart from the viewers, publishers are also sustaining great damages, and there is the danger that they will cancel transmission service or require fee reduction. In December 2013 the Italian Government adopted a legislation that will require that by the end of 2014 all the frequencies where there is interference with reception of the domestic television programmes in neighbouring countries are released. If the frequencies are not released, after that deadline the Italian authorities will be able to undertake other enforcement measures in accordance with the legislation. In addition, there has been an announcement of a new competition for frequencies in Italy, which can only additionally increase the interference problem. potential interference from new LTE networks of mobile operators HT and VIPnet operating in frequency area 791-862 MHz (so called 1st digital dividend, 800 MHz band). Resolving potential OB-31/0/13 Stranica 12/31 Godišnje izvješće Uprave o stanju Društva za 2013. godinu interference from LTE networks falls on mobile operators, and the procedure has been defined in collaboration with HAKOM. Business in 2013 In 2013 the realised income was HRK 90.2 million, HRK 2.8 million more than in 2012, despite the removal of KAPITAL NETWORK on December 31st 2012 and of TV PLUS d.o.o. on June 21st 2013 from the digital broadcasting system in MUX D, and despite price adjustments in MUX A and B in April 2013, and in MUX D in July 2013. Transmission pricing was adjusted due to lower fees for use of radio spectrum, and increased prices of electric power and fuel compared to the same fees and prices in 2009 (MUX A, B), and 2010 (MUX D). The adjusted prices are lower than the old prices, which decreased income, but, at the same time, the costs are lower, so the mentioned changes have no significant impact on profit. The transmission of new television programmes HTV3 and HTV4 started at the beginning of 2013, which had influence on the income increase compared to 2012. Objectives in 2014 Find solution to filling remaining capacity of the multiplexes B and D. The investments concern regular, planned investments into network optimization and equipment replacement based on its end of life and on permit duration, which includes the equipment for signal processing, conveyance, and transmission, and UHF antenna systems. Digital Terrestrial Television – Programmes Protected by Conditional Access System (CAS) – "Pay-TV" On the grounds of a joint bid in the HAKOM's public tender procedure for managing MUX C and MUX E, OIV, HPP, and HP were selected as the network operator. Both networks operate using DVB-T2 standard with MPEG-4 encoding system and conditional access system (CAS) for the broadcast content, with the goal of offering service of paid digital terrestrial television (PayTV) under the commercial name "evotv". Pursuant to the issued Permit and mutual contractual obligations, OiV is under obligation to build and manage MUX C and MUX E networks in two phases as defined by the Permit. There is a possibility of further expansion, i.e. additional phases, depending on the project's successfulness. HPP is in charge of managing and coordinating the entire project, while HP is in charge of procuring and buying content and copyright on content to be transmitted, and sale of the service to end users. Just like in the case of FTA (free-to-air) DVB-T networks, there is a problem of Italian interference in the Adriatic coastal area that, together with the global economic crisis, has negative impact on service sales to end users. Business in 2013 In 2013 the realised income was HRK 17.9 million, HRK 12.1 million more than in 2012. The first phase of the network building was finished on July 15th 2012 by starting operations at 12 transmitter locations for both multiplexes, achieving coverage of more than 80% of the population of the Republic of Croatia. The commercial operation started on September 15th 2012. OB-31/0/13 Stranica 13/31 Godišnje izvješće Uprave o stanju Društva za 2013. godinu On Mai 9th 2013 holders of the Permit for MUX C&E (HPP, OiV, HP) submitted request to HAKOM to change the Permit RF-DTV-01/11 regarding dynamics of further network building. Accordingly, during 2013 the realisation of the second phase of the network building started, and it was concluded in December 2013 by starting operations at 5 additional transmitter locations, achieving coverage of approximately 85% of the population of the Republic of Croatia for both multiplexes. 2014 Plan Further expansion of MUX C and E should be planned together with "evotv" project partners. Terrestrial Broadcasting of Radio Programmes Odašiljači i veze built and managed the following VHF/FM radio networks with national concessions: HRT HR1 HRT HR2 HRT HR3 HRT HR locally. Since December 2012 there is a new contract between OiV and HRT on broadcasting service for HRT's radio programmes, and the contract duration is until the end of 2016. Apart from broadcasting of radio programmes, OiV, in its role of infrastructure operator, leases its electronic communication infrastructure in the entire Republic of Croatia, where other holders of radio concessions on national and/or regional level broadcast their programmes on their own transmitters using either their own VHF antenna systems or leasing OiV's VHF transmitting antenna systems Just like in the case of TV technology, the Italian VHF stations have been causing reception problems on the Adriatic coast for many years. In collaboration with the relevant agency (HAKOM), OiV has been implementing measures to reduce impacts of Italian interference (increasing VHF radio station power, changing parameters polarization, transmitter frequency, the way the modulating signal is introduced etc.). Business in 2013 In 2013 there was an alignment of service income representation in accordance with the stipulations of the Electronic Communications Act and Croatian Post and Electronic Communications Agency. The income from technical services provided to holders of radio and TV concessions has been divided into three items: - income from providing radio distribution and transmission services in analogue terrestrial broadcasting. - income from providing conveyance of images, voice and sound, - income from providing projecting, installation, measuring and maintenance services. Cancelling of the broadcasting service for the programme Glas Hrvatske on VHF at the beginning of 2013 and establishing a new conveyance system using new encoding system (Eapt-X) with July 2013 caused income decrease in 2013. OB-31/0/13 Stranica 14/31 Godišnje izvješće Uprave o stanju Društva za 2013. godinu 2014 Plan Increase quality and coverage of the population and of the territory of the Republic of Croatia of the signal of the third programme of Hrvatski radio (HRT HR3). To do that, there are plans to increase transmitting power at some of the existing locations (e.g. Tusti vrh, Uljenje), as well as to build a dozen new locations that would cover areas with currently insufficient coverage (e.g. Sinj, Knin, Imotski, Metković, Krapina, road route ZG-RI). In addition, there are plans to build additional locations in HR2 network to extend coverage of the coastal area (Omiš and the area between Makarska and Zaostrog). Following the HRT decision, broadcasting of Glas Hrvatske programme on medium wave stopped at the beginning of 2014. In order to keep the service quality dependant on the age of the existing VHF radio equipment on individual transmitter locations, OiV will invest assets into renovation of VHF/GM transmitters and VHF antenna systems. Satellite Transmission Odašiljači i veze provide satellite transmission service on satellite Eutelsat E16A on orbital location 16°E and on satellite Spacecom AMOS3 on position 5°W for the users: EutelsatE16A o HRT (4 TV and 5 radio programmes) o RTVSLO (4 TV and 5 radio programmes) o HKR (radio programme) AMOS 3 o o o MTV Adria (2 TV programmes) NTH (TV programme) KlasikTV (TV programme) For the programmes of HRT, MTV, and KlasikTV there is also an option of Viaccess conditional access system that limits reception of the said programmes to the users who possess an authorised decoder card. OiV provides services of authorisation and deactivation of decoder cards upon user demand. Business in 2013 The income realised in 2013 was HRK 5.5 million, 22% lower than in 2012. The income decrease is mostly attributed to expiration of contracts with customers who had no further interest in continuing cooperation. 2014 Plan The plan is to fill the remaining available capacity on the existing satellites on which we are currently transmitting, and to use other free satellite transmission stations to provide services to new customers. In addition, there is a plan to upgrade the existing Viaccess system to the latest software version to provide the highest possible copyright protection from unauthorised watching of the programmes. OB-31/0/13 Stranica 15/31 Godišnje izvješće Uprave o stanju Društva za 2013. godinu Multimedia IPTV OiV has an IPTV platform for providing interactive television wholesale service. The users of the service are cable and telecom operators who provide their end users with payTV service without investing into their own service infrastructure. IPTV service is divided into two groups: IPTV HeadEnd IPTV turn-key IPTV HeadEnd service consists of receiving, processing and delivering TV and radio programmes using IP technologies, while IPTV turn-key includes, in addition to IPTV HeadEnd, service interactive platform like Middleware, Conditional Access, Video-on-Demand, nPVR, etc. Business in 2013 The income realised in 2013 was HRK 8.7 million, on the same level as in 2012. 2014 Plan By expanding intercity and international network, OiV can offer its wholesale IPTV services to smaller cable and telecom operators outside of Zagreb and Croatia. During 2014 OiV will focus on keeping its existing users in the Republic of Croatia, and at the same time it will try to attract new regional users of wholesale IPTV services by implementing fiber optic links at border crossings. The income from multimedia is expected to decrease because of unfavourable trends in the environment. Playout Playout service represents automatic transmission of TV programmes that allows content owners or copyright holders to start new TV programmes in a timely and cost effective way. The OiV Playout platform is located in satellite and multimedia centre Deanovec. The advantages of the OiV Playout service to the users are: Minimal initial investment in technical infrastructure; Exceptionally short time required to start new TV programmes; Focus on programming content (OiV worries about technical infrastructure); Capacity of signal distribution over multiple channels (terrestrial transmission, satellite transmission, IPTV). OiV's Playout services are used by the holders of content rights to produce and distribute TV channel signal for Croatian and regional market. Business in 2013 The income realised in 2013 was HRK 4.5 million, on the same level as in 2012. OB-31/0/13 Stranica 16/31 Godišnje izvješće Uprave o stanju Društva za 2013. godinu 2014 Plan During the next period OiV will focus on keeping its existing users and on acquiring new ones, primarily foreign media houses that want to regionalise existing TV channels for pay TV platforms in Croatia and the region. The main risk is represented by foreign competitors offering services similar to Playout, and telecom operators offering regionalisation of the existing TV programmes. New Multimedia Services (OTT and HbbTV) During the next period OiV will focus on development of new services that will provide new income in the future and it will widen the focus of new multimedia services from telecom operators to media houses and other entities. Following market trends, user inquiries and sale opportunities, new alternative ways to convey TV signal are: Over-The-Top (OTT) distribution of audio-visual contents; Interactive television based on Hybrid Broadcast Broadband TV (HbbTV) standard. The term OTT means delivery of audio-visual contents to end users over Internet without direct involvement of Internet service providers in the process of content distribution. An Internet service provider can be aware of the traffic transporting audio-visual content, but it is in no way responsible for it, nor can it control access to it. To access and reproduce OTT content the end user can use computer, video game console, "smart" phone, "smart" TV set, or any other device that can access Internet and reproduce audio-visual content. During the last period, OiV identified several marketing opportunities with the existing users and evaluated several potential OTT technical solutions. During the following period, OiV will put more effort into identification and processing of OTT sale opportunities. During 2014, OiV will enable OTT pilot platform for demonstrating OTT services to potential users. The HbbTV term refers to an industry standard and promotional initiative for harmonisation of different (broadcast, broadband) end user delivery methods. Members of HbbTV consortium (that defines and promotes HbbTV standard) are leading manufacturers of consumer electronics and software, but also TV publishers. Leading European TV publishers have until now mostly already started end user services based on HbbTV (as pilot projects or commercial services). 2014 Plan During 2014 OiV will work on promoting HbbTV standard at national TV publishers and it will continuously follow development of HbbTV services in Europe. The plan is to produce a demonstration of a solution, effectively a pilot project for national TV publishers. The risk is unregulated market of digital user receivers that form the basis for providing an HbbTV service. OB-31/0/13 Stranica 17/31 Godišnje izvješće Uprave o stanju Društva za 2013. godinu Fiber Optic and Microwave Links Odašiljači i veze d.o.o. is one of the largest providers of transmission services in the Republic of Croatia. Service of conveying telecommunication capacities supports the most varied technological platforms (PDH/SDH, Ethernet/GbEthernet, IP/MPLS), as well as high speed data transfer. Spread of potential capacities/transfer speeds range from 2Mbit/s to 10Gbit/s and more. Leasing links can be provided with different high reliability transport systems with high degree of redundancy: digital microwave link systems mean a high capacity network based on SDH technology with access links in towns, fiber optic link systems based on DWDM and CWDM technology. Fiber Optic Link System During last five years Odašiljači i veze have, for the purpose of providing electronic communication services, started construction of a modern fiber optic network based on DWDM technology. The network has been built using the fiber optic infrastructure of the companies that are in majority ownership of the Republic of Croatia (ARZ, HAC, Plinacro). The network allows for providing a wide range of services of conveying high speed telecommunication capacities (from 2Mbit/s to 10Gbit/s and more) between cities Zagreb, Rijeka, and Split, and it is also used to provide services of OiV's core business (distribution of radio and TV programming, and multimedia services). Overview of 2013 The income realised in 2013 was HRK 18.8 million, and it was on the same level as in 2012. During 2013 OiV provided electronic communications services of conveying high speed telecommunication capacities through built fiber optic network based on DWDM technology. OB-31/0/13 Stranica 18/31 Godišnje izvješće Uprave o stanju Društva za 2013. godinu Picture 5-2 DWDM network – current situation Further Development of the Optical Network – 2014 Further development of the optical network in 2014 will be based on the following indicators: - needs of telecommunication operators in the Republic of Croatia needs of telecommunication operators outside the Republic of Croatia with the purpose of establishing new transit routes through Croatia needs of business users (economic zones and data centres) needs of building a core network in order to implement the Project of unification needs of services of OiV's core business (distribution of radio and TV programmes, and multimedia services) Digital Agenda for Europe 2020 OB-31/0/13 Stranica 19/31 Godišnje izvješće Uprave o stanju Društva za 2013. godinu Picture 5-3 DWDM network – current state and planned expansion In addition, apart from providing services of conveying high speed telecommunication capacities, OiV partially focused on leasing fiber optic links of the mentioned companies, which should bring a significant income increase. Project of unification of fiber optic infrastructure The Project of unification of fiber optic infrastructure in companies that are in majority ownership of the Republic of Croatia was initiated at beginning of 2013. The Project objective is to unify and standardise offer on the electronic communication market, and of enabling faster and better development of the wholesale market, thus also enabling the outlined development goals of broadband access for citizens and economic subjects, in accordance with the "Strategy for the development of broadband access in Croatia". In its session of January 17th 2013, the Government of the Republic of Croatia adopted its Conclusion on the Project of unification of fiber optic infrastructure in companies that are in majority ownership of the Republic of Croatia by which it gives responsibility to CEI (Center for Monitoring Business Activities in the Energy Sector and Investments) to create the analysis and the proposal of the contractor on the operative implementation of the technical part of the project and of the management and maintenance of the implemented Project. Based on the decision of the Government of the Republic of Croatia "Decision on selecting of and issuing charges to the contractor on implementation of the Project of unification of fiber optic infrastructure in companies that are in majority ownership of the Republic of Croatia" of April 11th 2013, Official Gazette 46/2013, OiV was appointed as the contractor on operative implementation of the "Project of unification of fiber optic infrastructure in companies that are in majority ownership of the Republic of Croatia". OB-31/0/13 Stranica 20/31 Godišnje izvješće Uprave o stanju Društva za 2013. godinu On the session held on December 12th 2013 the Government adopted the Decision on the operative implementation method of the Project of unification of fiber optic infrastructure in companies that are in majority ownership of the Republic of Croatia that defines that OiV and companies ARZ, HEP, HAC, HC, HŽ Infrastruktura, Janaf and Plinarcro are to sign the contract on business cooperation based on the income sharing model and for the duration of 30 years by which OiV would be allowed to place surplus of fiber optic infrastructure of the aforementioned companies on the electronic communication market for the purpose of Project implementation. There are ongoing negotiations with the companies regarding the terms of the contract on business cooperation and on the ways to implement the Project, and the operative beginning of the Project is planned for the beginning of 2014. Microwave Link System OiV has a large system of microwave links with more than 200 individual systems of different capacities, two of which are two national microwave backbone networks (on 4 and 8 GHz) The system is constantly expanded to new microwave links, depending on the market demands, but in recent years there has been reduced investment into expansion, with the exception of the expansion for the needs of MUX C and MUX E project, mostly because microwave links do not meet needs of high capacities (above approximately 200 Mbit/S on interregional links) since their permits are expensive and thus they are not competitive with optical links for larger capacities based on the cost. Therefore, in the following period, with the exception of distribution of DVB-T, DVB-T2 signals, and conveying radio and TV programmes (contribution), the microwave links will be used for smaller capacities and for regional links (e.g. Požega-Osijek, Pula-Rijeka or Dubrovnik-Split). Business in 2013 The income realised in 2013 was HRK 34.1 million, and it was 5.6% lower than in 2012. Because of the migration to optical transport networks between Zagreb and Split and Zagreb and Rijeka, part of the existing microwave links is currently not used (approximately 25%). 2014 Plan In order to optimise costs, it will be necessary to replace existing digital microwave equipment on certain routes with the equipment operating in higher frequency ranges. This would gain significant savings in costs for RF usage permits, and keep the existing technical specifications. OB-31/0/13 Stranica 21/31 Godišnje izvješće Uprave o stanju Društva za 2013. godinu Picture 5-4 OiV microwave network Services in Professional Mobile Network (PMR) Odašiljači i veze plans to expand its offer of mobile and fixed services based on digital professional radio systems (from now on, "PMR services") in UHF and VHF ranges. OiV's PMR service will provide a high quality, reliable and safe voice and data fixed and mobile communication that will be always available, independent of the state of the public communication services. Planned PMR services include providing: voice and data services on own professional radio communication network maintenance and managing service for the existing radio communication systems of others planning, projecting, and building professional radio communication systems for others' needs OB-31/0/13 Stranica 22/31 Godišnje izvješće Uprave o stanju Društva za 2013. godinu Support and Other Activities Colocation – leasing electronic communications infrastructure There is various radio and telecommunication equipment installed on the existing OIV locations, such as radio transmitting equipment, GSM/UMTS/LTE equipment, microwave link devices, wireless equipment, equipment for satellite reception and transmission, etc. We offer services of project preparation, installation, maintenance, and remote monitoring for all the equipment that the user might need to install on OIV locations. Project Design, Installation, Maintenance Project Design An experienced, expert team of certified engineers can offer planning and projecting of radio communication and telecommunication networks and objects, compiling project documentation in the field of electronic communication necessary for operating permits, designing projects of electric installations and grounding for objects, projecting metal constructions and mounts for different types of antennas and antenna systems, making projects for installation of electronic communication equipment, supervising object building and installing of electronic communication equipment. We have licenced software packages for projecting antenna systems for transmission of radio and television programmes, making radiation graphs, making coverage maps with digital terrain model and GIS data (population, traffic infrastructure, settlements, waterways, etc.), projecting microwave and fiber optic systems. Installation OiV has expertly qualified employees for installation of different types of electronic communication devices and equipment (radio and television transmission equipment, microwave link equipment, signal processing equipment, satellite equipment, etc.) and of electric power equipment (plant switchboards, electric installations, object grounding, AC and DC UPS, generators). Most of Company's own equipment in OiV's objects, as well as the other users' equipment, was installed by OiV's employees. Engineers and technicians are constantly educated on courses and seminars, and in production plants of equipment manufacturers. Experienced and trained mechanics-installation experts are qualified to install antennas on all kinds of masts, and we make all kinds of bearing structures and constructions for antennas and antenna systems in our own mechanic shop. Maintenance OiV employees independently maintain devices and equipment used for providing services, as well as the associated electric power equipment. We have measuring instruments for all kinds of measurements on radio and telecommunication equipment, as well as the mobile monitoring vehicle for radio measuring in electronic communication network, as well as measuring, testing and determining interference in radio spectrum. Our own Surveillance and Management Centre (NOC), located in Zagreb, performs supervision of radio and TV transmission, telecommunication capacities, multimedia contents, and processing and transmitting devices and equipment, and it also supervises the infrastructure (electric energy equipment, plant premises) at all the more important objects. OB-31/0/13 Stranica 23/31 Godišnje izvješće Uprave o stanju Društva za 2013. godinu 2013 Overview In 2013 the listed services brought income of HRK 0.5 million. Contact centre After the call centre of the HR Government for assistance in move to digital television ended its operations (call centre 0800 1-1-2011 ended operations on November 30th 2011), OiV's contact centre took over more intensive communication with viewers with the goal of providing citizens with all the information on conditions and possibilities of reception of digital television and radio transmitted by terrestrial transmitters and by satellite. Unfortunately, most of the viewers' calls came because of the interference caused by illegal Italian transmitters all over Adriatic, from western coast of Istria to the far south in Dubrovnik region, especially during the summer when interference is the most prominent. OiV's contact centre continues regular operations within the existing tasks. OB-31/0/13 Stranica 24/31 Godišnje izvješće Uprave o stanju Društva za 2013. godinu 6. Business Environment and Operational Risks Operational Risks Operational risks are impossible to avoid, since there is no entrepreneurship without risk. Company Odašiljači i veze is exposed to different financial risks related to price, interest rate, credit, and liquidity risk, as well as to market risk, albeit at lower level. Company monitors mentioned risks related to its business operations and manages them using internal risk reports that report risk exposures analysed in terms of their degree and size, thus trying to reduce their impact. In order to as much as possible reduce Company exposure to various risks, Company collects solvency and credit worthiness information on buyers, stipulates advance payments, collects bank guarantees, stipulates precisely type, quality and quantity of goods and services, as well as delivery deadlines and take-over procedures, defining suitable transport and storage, contracting strong and stable payment currencies, etc. Capital Risk Company manages its capital in order to ensure unlimited continuation of business operations, while simultaneously generating the greatest return to interested parties through optimizing the balance between debt and equity capital. The structure of Company's capital consists of the capital that comprises subscribed capital, reserves and kept profit. Price Risk OIV operates mainly on the domestic market, so the Company's Management Board sets prices of its services based on the real market prices. This type of risk is more and more prominent in consequence of the global crisis. Interest Rate Risk The interest rate risk is the risk that the value of financial instruments will change due to changes to the market interest rates compared to the interest rates applicable to the financial instruments. Company is exposed to the interest rate risk because of the received loans that are linked to EURIBOR trends on the international market, as well as to TBMF trends of on the domestic market, and most of them have been contracted with the variable interest rate. Credit Risk The credit risk refers to the risk of default of the contractual obligations by the other party to the contract, whereby Company would suffer financial losses. Company follows procedures that ensures sales to the customers who have a good credit score and who do not exceed the acceptable limit of credit exposure. Company exposure and its business partners' credit scores are constantly monitored. In spite of the above, the global economic crises brought significant fall of advertising, which is the main income source of all the commercial televisions, that also reflects on Company since the publishers, especially those on regional and local levels, are harder and harder put to meet their obligations. It is expected that the trend will continue over the next period, that is, that certain publishers will stop operating or end in bankruptcy, that there be mergers of publishers, and similar. OB-31/0/13 Stranica 25/31 Godišnje izvješće Uprave o stanju Društva za 2013. godinu Liquidity Risk The liquidity risk management means maintaining adequate amount of money by maintaining adequate reserves, and by using suitable bank credit products and loans from central reserves through continuous monitoring of the estimated and actual cash flows, and by adjusting the maturity of financial assets and financial liabilities. The ultimate responsibility for the liquidity risk management is borne by the Management Board, which has set a sound framework for the liquidity risk management, and identified requirements concerning liquidity management. In order to efficiently manage the liquidity risk, OiV follows the liquidity management policy that comprises planning of expected known and potential outbound cash flows, and of sufficient inbound cash flows to cover the former. In that sense, OIV continuously monitors liquidity and takes adequate measures to remove or prevent anything that might cause lack of liquidity. OB-31/0/13 Stranica 26/31 Godišnje izvješće Uprave o stanju Društva za 2013. godinu 7. Human Resources Employee Costs and Structure The greatest value of Company rests with its employees whose educational structure indicates that they are overall highly educated human resources, and who, through their engagement, experience and knowledge, form the main prerequisite to maintain competitive advantage of Company. One of the basic business objectives of Company is to attract and to retain highly educated, high-quality personnel, applying efficient models of motivation and of encouragement of personal ambitions of each individual employee. Basic principles: equal opportunities and working conditions for all employees, equality and protection of human rights, ethics in business operations, fairness as a general moral principle, achieving the greatest good for the greatest number of people. On October 1st 2013 OiV implemented reorganisation and restructuring of Company, transforming the organisation from the model that supported previous investment projects into the model that would optimally support current and future projects. During 2014 the adjustment of qualification and age structure, as well as of the number of employees, will continue following the strategic objectives and business projections of Odašiljača i veza d.o.o. On December 12th 2013 Company had 289 employees, 40 women. The average seniority was 19 years, and average age 43. 46% of the employees were highly educated (graduate or higher), 9% had college education, and the remaining 45% high school or lower. Considering gender, seniority and education structure, there were no significant changes compared to 2012. The total number of employees fell by 0.7%. The total costs of employees in 2013 were HRK 49.8 million Kuna, a slight decrease of 2.97% compared to the same period of the year before, when they were HRK 51.3 million. The costs of employee in the operating income of 2013 has slightly increased, and in average it is 21%. The productivity indicator in 2013 was 1.3% higher than in 2012, and income per employee was HRK 804,017. Education Since lifelong learning is one of the key prerequisites for the continued development of Company and its survival on the demanding technological market, continuous investment into knowledge of employees is OiV's priority. Sophisticated technology requires continuous investment in knowledge and competencies of employees, and training and education both in the Republic of Croatia and abroad. Employees acquire specialised and general knowledge within Company. Specialised knowledge is often acquired through training and education provided by the provider of the equipment used by Company for its core activity, at conferences and seminars in Croatia and abroad, as well as on in-house seminars. Therefore, there is a marked growth of the number of employees who participate in various forms of education, and, in parallel, there is growth of the total average investment into education. OB-31/0/13 Stranica 27/31 Godišnje izvješće Uprave o stanju Društva za 2013. godinu Work Environment There is a continuous effort to improve the work environment in order to increase employee satisfaction and motivation through: possibility of a continuous process of learning and training elaborated incentive system based on performance results stimulating working environment, work place with modern equipment care for the employees' health through regular annual medical examinations A management system governing employee and manager efficiency is currently under development, and new communication tools are being implemented, both of which will contribute to strengthening of motivation and achievement on all levels, and by well-defined evaluation criteria contribute to work transparency and socially responsible business. Implementing employee efficiency management system involves: Evaluation of work effectiveness model and defining goals in the entire organisation, Employee reviews, periodically and every six months, Adjustment of the reward system based on results and work efficiency evaluations, Education of directors and managers to use efficiency management system, Informing workforce on process details. Responsibility towards Employees In general, Company employees are employed without time limitation. Temporary employment is used only as a solution to temporary replacements, and their share is minimal. Employees have the opportunity to continuously learn and train. There is an elaborated system of incentives based on work performance. Employees work in a stimulating working environment in work places with modern equipment. Care for the employees' health is reflected in the regular annual medical examinations. Remuneration and Support In addition to their regular income, Company provides its employees with various benefits. They are shown through work place accident insurance, meal allowance, jubilee awards for loyalty to Company, holiday bonuses, special Christmas gift for all the employees' children under 15, reimbursement of travel costs to work, severance pay when retiring, support in the event of the death of a close family member, and assistance in children's education for the OiV employees who are single parents. Occupational Safety OIV holds certificate for specification OHSAS 18001 - occupational health and safety management system. The specification was introduced for the purpose of more efficient risk management for health, work safety, and minimising work related injuries and occupational diseases. There is a systematic monitoring of legal and other regulations, and adaptation of measures and activities in their implementation, education and training in occupational safety, examination of work tools that are extra dangerous, periodic medical examinations of OB-31/0/13 Stranica 28/31 Godišnje izvješće Uprave o stanju Društva za 2013. godinu workers on positions that have special working conditions, periodic examination of personal protective equipment and work equipment, as well as a series of other measures. OHSAS 18001 specification in OIV has been integrated with ISO 9001 and ISO 14001 standards. Protection of Employees' Dignity For the purpose of protecting the employees' dignity, Company has appointed an employee who, in addition to the Management Board, is authorised to receive and resolve complaints regarding the protection of employees' dignity. In order to provide a working environment that is free of any form of behaviour that could endanger the dignity of employees, the rules have been set defining the procedure to be followed if any form of harassment or inappropriate behaviour occurs. The actual procedures, as well as any details regarding the procedures, are inviolable and confidential, while the initiation of the procedure is defined by internal rules. Employees - Management Board Relationship There is a Workers' Council in Company, established in 2005, comprised of 5 members. Through the Workers' Council, in the manner and according to the terms and conditions stipulated in the Labour Act, the employees participate in the decision-making process in matters related to their economic and social rights and interests. In Company, there is also a trade union that acts for the welfare of the employees. OB-31/0/13 Stranica 29/31 Godišnje izvješće Uprave o stanju Društva za 2013. godinu 8. Social Responsibility Socially responsible business is adoption of good business practice and its application in management and making business decisions. The key areas of activity within the context of socially responsible business are market behaviour, attitude towards employees, attitude towards environment, and attitude towards local community. Company received Indeks DOP - DOP's award for socially responsible business - in 2011 and 2012. Community Assistance Whenever possible, Odašiljači i veze d.o.o. (OIV) tends to offer humanitarian assistance to children or people in need, to support the gifted students, to give donations to pre-school and school institutions and to donate to scientific and professional conferences. Ethics in Business In 2010 the Code of Ethics and Business Conduct was adopted and published on the Company intranet. The purpose of the Code is to promote ethical values in business conduct, in daily work and in interpersonal relations. The Code provides for the appointment of a commissioner in charge of receiving reports about nonabidance or breaches of adopted ethical principles. It is also the duty of the commissioner to advance ethical conduct and activities in Company, and to promote changes and improvements by promoting ethical values in business operations. Furthermore, internal regulations determining the procedure in the event of a breach of the ethical rules of conduct are accessible to all the employees, and they have been published on the Company website. The ethics commissioner is elected among the Company employees. Corporate Management Code The basis for the proper orientation and management of Company, taking into account risks and respecting legislation and rules, may be integrated as "Corporate management, risks and conformity". By adopting the Code, Company has continued with best practices for corporate management, and through its business strategy, business policy and key internal documents, contributes to transparent and efficient business operations and quality connections with the business environment in which it operates. Pursuant to the above mentioned and with the goal of management support, OiV contracted company "Krakorevizija d.o.o", relying on its objective and advisory function in the capacity of internal revision, to establish even higher standards of the corporate management. Anti-corruption Programme In the wider sense of the socially responsible business, great importance is given to the execution of the Anticorruption Programme. The programme execution is based on strengthening of the legal framework, of all the forms of Anti-corruption prevention measures, including removal of all shortcomings that may benefit corruption. The goals of the Anti-corruption Programme are strengthening of integrity, responsibility, and transparency in work, creating prerequisites to prevent corruption on all the levels, affirming "zero tolerance" approach to corruption. In the upcoming period, OIV will continue to dedicate particular attention to enforcing anti-corruption measures with the goal of preventing and reducing potential corruptive behaviour of employees, both through education and through a system of controls. OB-31/0/13 Stranica 30/31
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