annual report 2004 - Severočeské doly a.s.

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16 —— 17 Executive Management The company has a Chief Executive Officer, who is also the Chairman of the Board of Directors. The Chief Executive Officer is appointed and recalled by the Board of Directors. The Chief Executive Officer is responsible for the business management of the company and for the implementation of decisions made by the Board of Directors, the General Meeting, or the Supervisory Board. The Chief Executive Officer has a CEO Council, which is his advisory body and is composed of members of the company’s executive management and the director of the Chief Executive Officer’s Office. The status of the Council and its tasks are regulated in its Statutes. Members of the executive management are also appointed and recalled by the Board of Directors, based on a proposal from the Chief Executive Officer. The Board of Directors acts in the name of the company. The Board of Directors is represented in external relations either by the Chairman of the Board of Directors alone or by one of the Vice-Chairmen together with one member of the Board of Directors. The Company Proxy, authorized to carry out all legal actions except property conveyancing and mortgaging, may also act in the name of the company. The company’s employees also carry out legal transactions on behalf of the company based on authorization awarded in accordance with the company’s internal regulations and signing rules. Relations between the Company and Shareholders The company respects all the provisions of the Commercial Code concerning the protection of shareholder rights, and in particular provides all relevant information about the company promptly and convenes General Meetings as required. In addition, the company ensures that all shareholders are treated equally. Shareholder Rights No special rights are attached to the ownership of company shares. The basic rights of shareholders, the way these rights are exercised, and transferability are regulated by Act No 513/1991, the Commercial Code, and the Articles of Association. Where rights are not exercised, the resultant procedure is laid down in the Articles of Association in accordance with generally binding legal regulations in force in the Czech Republic. Rights attaching to shares are exercised by the person listed in the statutory records at the Prague Securities Centre, unless the law specifies to the contrary. 1. Shareholders have one vote per CZK 1,000 of nominal value. If one share is owned by several persons the co-shareholders are obliged to agree on which of them shall exercise the rights attaching to the share or to appoint a joint representative. 2. A shareholder has the right, subject to the conditions laid down in Section 178 of the Commercial Code, to a share in the company’s profits (i.e. a dividend) as approved for distribution by the General Meeting. a) This share is determined by the ratio of the nominal value of a shareholder’s shares to the nominal value of the shares of all shareholders. b) The dividend is payable within three months of the date the General Meeting resolution on the distribution of profits is adopted. The time limit for the payment of a dividend relates both to holders of bearer shares and holders of registered shares. The General Meeting shall decide, pursuant to a proposal from the Board of Directors, on the dividend payment date, place, method of payment, and decisive day for the payment of the dividend. c) The right to the payment of a dividend is time-barred once four years have elapsed as of the decisive date for the dividend payment. d) A shareholder is not obliged to return a dividend to the company which is received in good faith. 3. Over the life of the company, and subsequent to the winding-up of the company, a shareholder is not entitled to demand the return of his contributions. Only the considerations allowed under the law shall not be deemed to be the return of contributions. If the company is wound up with liquidation, a shareholder has the right to a share in the liquidation balance. 4. A shareholder has the right to participate in the management of the company, i.e. to attend the General Meeting and cast votes, demand and receive explanations relating to the company where such
explanations are required for an assessment of an item on the agenda of the General Meeting, and to make proposals and counterproposals at the General Meeting. a) If a shareholder intends to make counterproposals to proposals at a General Meeting, the content of which is specified in the invitation to the General Meeting or notification of the General Meeting, or in cases where a notarial deed must be drawn up on a decision of the General Meeting, the shareholder is obliged to deliver the written text of his proposal or counterproposal to the company no later than five working days before the date of the General Meeting. A shareholder has the same right to demand and receive explanations regarding affairs related to persons controlled by the company. b) A shareholder may request the Board of Directors for the issue of a copy of the minutes of the General Meeting or part thereof at any time during the existence of the company. Copies are made at the shareholder’s expense. c) A shareholder may petition a court to declare a resolution of the General Meeting null and void should it contravene legal regulations, the Memorandum of Association, or the Articles of Association. If this right is not exercised within three months of the date of the General Meeting or, if a General Meeting has not been duly convened, within three months of the date the shareholder could have learnt that the General Meeting had taken place, but no later than one year, this right shall cease to exist. If the reason for the action is that the General Meeting did not adopt the claimed resolution or that the content of the claimed resolution does not correspond to the resolution adopted by the General Meeting, the action may be filed within three months of the day the petitioner learnt of the claimed resolution but no later than one year as of the date the General Meeting is held. A statement declaring a decision of the General Meeting null and void may only be sought in cases specified by law. 5. A shareholder has the preferential right to subscribe to a portion of new company shares underwritten to increase the registered capital in the scope of his share in the company’s registered capital, provided that the shares are being subscribed to with monetary contributions. This right may be restricted or suspended only by a decision of the General Meeting and only provided this decision is in the important interests of the company. 6. A shareholder or shareholders who hold shares or interim certificates with a value of more than three per cent of the registered capital (hereinafter referred to as ‘qualified minority’) may request the Board of Directors for an Extraordinary General Meeting to be convened in order to discuss proposed affairs. The manner in which such a General Meeting is convened and the coverage of the costs thereof are regulated by law. Openness and Transparency of Information <strong>Severočeské</strong> <strong>doly</strong> has been a long-standing advocate of the openness of information in relation to current and potential investors and in relation to other parties similarly involved with the company. The company respects the guidelines of the Czech Security Commission regarding the publication of all material information. The company also consistently ensures that all information requirements under the regulations of the Prague Stock Exchange, the RM-System, and the Prague Securities Centre are met. In this respect, all shareholders and potential shareholders, without discrimination, have an overview of the financial situation, performance, ownership, and management of the company for their investment decisions. The trustworthiness and transparency of the financial figures released by the company is guaranteed by the fact that the company’s financial statements are subjected to an independent audit by Ernst & Young ČR, s.r.o. The independent auditor, approved by the Supervisory Board, also examines the Report on Relations between Related Entities and the correctness of the information disclosed in the Annual Report. Company Policy in Relation to Involved Parties The company consistently discharges all its statutory obligations in relation to involved parties, including employees, creditors, customers, and suppliers. In addition, the company is aware of its broader duties to the local community and the environment.
Page 1 and 2: SEVEROČESKÉ DOLY a.s. — annual
Page 3 and 4: Severočeské doly a.s. is the larg
Page 5 and 6: RAM The operating part of a heavy t
Page 7 and 8: CONCERTINA The protective concertin
Page 9 and 10: Most Important Events of 2004 Janua
Page 12 and 13: 10 —— 11 Interview with the Cha
Page 14 and 15: 12 —— 13 Directors and Officers
Page 16 and 17: 14 —— 15 Jaroslav Volšický (*
Page 20 and 21: 18 —— 19 Company Profile Severo
Page 22 and 23: 20 —— 21 Report of the Board of
Page 24 and 25: 22 —— 23 Sales and Marketing Sa
Page 26 and 27: 24 —— 25 Product structure (%)
Page 28 and 29: 26 —— 27 Developments in coal e
Page 30 and 31: 28 —— 29 Developments in invest
Page 32 and 33: 30 —— 31 How Investments are Fi
Page 34 and 35: 32 —— 33 Employee education str
Page 36 and 37: 34 —— 35 municipalities and oth
Page 38 and 39: 36 —— 37 tion plants based on t
Page 40 and 41: 38 —— 39 on the innovation of t
Page 42 and 43: 40 —— 41 Financial Performance
Page 44 and 45: 42 —— 43 sumption of materials
Page 46 and 47: 44 —— 45 Shares and Shareholder
Page 48 and 49: 46 —— 47 Right to a Dividend 1.
Page 50 and 51: 48 —— 49 Strategy and Outlook f
Page 52 and 53: 50 —— 51 Outlook for 2005 Terri
Page 54 and 55: 52 —— 53 Report of Independent
Page 56 and 57: 54 —— 55 Consolidated Statement
Page 58 and 59: 56 —— 57 Notes to Consolidated
Page 60 and 61: 58 —— 59 Held-to-maturity inves
Page 62 and 63: 60 —— 61 Segments The Group has
Page 64 and 65: 62 —— 63 6. Investments in Asso
Page 66 and 67: 64 —— 65 Deferred Taxes, Net At
Page 68 and 69:
66 —— 67 The effect on retained
Page 70 and 71:
68 —— 69 Cash and In-kind Incom
Page 72 and 73:
70 —— 71 Organizational Chart G
Page 74 and 75:
72 —— 73 Shareholder Financial
Page 76 and 77:
74 —— 75 Persons Responsible fo
Page 78:
Consulting and production: © B.I.G
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