Annual and Sustainability Report 2011 - Teracom
Annual and Sustainability Report 2011 - Teracom
Annual and Sustainability Report 2011 - Teracom
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<strong>Annual</strong> <strong>and</strong> <strong>Sustainability</strong> <strong>Report</strong> <strong>2011</strong>
<strong>Teracom</strong> Group<br />
• The <strong>Teracom</strong> Group offers a wide range of communication solutions for radio <strong>and</strong> TV.<br />
The main product areas are Pay-TV, radio <strong>and</strong> TV broadcasting, transmision capacity<br />
services, co-location <strong>and</strong> service.<br />
• The <strong>Teracom</strong> Group consists of <strong>Teracom</strong> Sweden, Boxer Sweden, <strong>Teracom</strong> Denmark,<br />
Boxer Denmark <strong>and</strong> PlusTV in Finl<strong>and</strong>.<br />
• The Group has a total of more than 1 million Pay-TV-customers.<br />
vision<br />
We deliver the best viewing <strong>and</strong> listening experience, characterized by personality,<br />
portability, simplicity <strong>and</strong> reliability.<br />
mission<br />
The <strong>Teracom</strong> Group offers TV <strong>and</strong> radio via terrestrial networks along with supporting<br />
Telecom services.<br />
group objectives<br />
Revenue:<br />
EBIT margin:<br />
Customer:<br />
Employee:<br />
Environmental:<br />
key ratios<br />
≥ 5% yearly growth<br />
≥ 2 percentage points annual improvement<br />
Most satisfied customers of our industry<br />
Highly motivated <strong>and</strong> dedicated employees<br />
Yearly decrease in environmental impact<br />
<strong>2011</strong> 2010 2009 2008 2007<br />
Income 4 059 3 852 3 408 2 991 3 312<br />
Operating profit/loss 376 293 496 635 625<br />
Operating margin, % 9 8 15 21 19<br />
Net income 168 201 269 460 470<br />
Return on equity, % 10 12 16 26 26<br />
Equity ratio, % 32 31 40 44 48<br />
Dividends to owners 110* 110 110 150 400<br />
Average number of employees 707 707 638 669 674<br />
* The Board of Directors' proposed dividend<br />
This is a translation of the original Swedish annual report. in the event of differences between the english translation <strong>and</strong> the Swedish original,<br />
the Swedish annual report shall prevail.
Read more about the<br />
Swedish business on page 14<br />
Read more about the<br />
Danish business on page 20<br />
Read more about the<br />
Finnish business on page 24<br />
The <strong>Teracom</strong> Group owns <strong>and</strong> operates digital<br />
terrestrial networks with Pay-TV services in<br />
three markets. Our core business also includes<br />
broadcasting of national <strong>and</strong> local radio.<br />
By having a presence along the entire value<br />
chain, from broadcast stations to TV viewers <strong>and</strong><br />
their Pay-TV subscriptions, we can strengthen<br />
both our own business <strong>and</strong> the business of<br />
the broadcasters. We create opportunities<br />
for broadcasters to reach their audience, for<br />
viewers <strong>and</strong> listeners to easily have access to<br />
their content, while creating public benefit by<br />
deploying a multitude of different channels<br />
from many independent broadcasters.<br />
An integrated TV business 2-3 Important events <strong>2011</strong> 4–5 A TV-centric business strategy 6–11 Sweden 14-19 Denmark<br />
20-23 Finl<strong>and</strong> 24-27 The <strong>Teracom</strong> Group’s sustainability efforts 30 Environmental impact 31-33 Employees 34-35<br />
Media plurality requires a long-term perspective 36-37 GRI G3 Index 40-41 Financials 42-93 Definitions 96<br />
Production: <strong>Teracom</strong> Group <strong>and</strong> Åkesson & Curry AB in cooperation with Waldton Design. Printing: Göteborgstryckeriet. Photos: Pernille Tofte, pages 2, 15, 21, 25.<br />
Dawid, pages 56-57 (excl. Steffen Weber photo of Gitte Falkenberg). Mats Lundqvist, page 9, 11, 13, 34, 35, 37. Kurt Jørgensen, page 10. Stefan Berg, page 14, 28,<br />
29, 42, 94-95. Perikles Ladopoulos , page 17. Jens Ove Kristensen, page 22. Fabrice Dell´Anese/Corbis Outline/Scanpix, page 26. Bertil Str<strong>and</strong>ell, page 31. Bo Pettersson,<br />
page 35. TV screen images: Jens Ohlsson/Scanpix, page 15. Murray Cooper/GettyImages/All Over Press, page 21. Reinhard Dirscherl/Getty Images page 25.<br />
1
An integrated TV business<br />
There are three things that I believe deserve special attention: In<br />
Denmark customers are beginning to pour in, we are continuing<br />
to work hard to increase the number of Pay-TV customers in<br />
Finl<strong>and</strong> <strong>and</strong> we are integrating our TV business in Sweden <strong>and</strong><br />
Denmark, the countries where we have both network <strong>and</strong> Pay-<br />
TV companies. Today we have a total of more than one million<br />
customers, a solid foundation for continued development.<br />
With a fully integrated corporate strategy, we are increasing our competitiveness.<br />
We need to launch our products faster on all markets, at the<br />
same time as we continue to streamline the Group <strong>and</strong> take advantage of<br />
all conceivable synergies. We have formed a completely new product development<br />
organization, which will be a Group function <strong>and</strong> service all of the companies. We<br />
have decided to further integrate our sustainability efforts in our business <strong>and</strong> set<br />
higher environmental st<strong>and</strong>ards for all of our companies.<br />
2
Denmark has been <strong>and</strong> continues to be the Group's major<br />
growth business where we have invested heavily to build a<br />
stable customer base of Pay-TV customers. Growth began to take<br />
off during the summer of 2010 <strong>and</strong> in the second half of <strong>2011</strong><br />
customers were pouring in. We are experiencing the same phenomenon<br />
as when we started Boxer in Sweden – slow growth at<br />
first, then an explosion. Through attractive pricing <strong>and</strong> packaging<br />
combined with clever marketing, we managed after a few years<br />
to become the largest digital Pay-TV operator in Sweden. I am<br />
convinced that we will achieve the same result in Denmark.<br />
Through the acquisition of BSD, which we renamed<br />
<strong>Teracom</strong> A/S in January, we now have both network <strong>and</strong><br />
Pay-TV operations in Denmark <strong>and</strong> can begin to develop the<br />
business in a significantly simpler way than if we only owned<br />
the one company. As a concrete example, we were able to<br />
quickly draw up a larger-scale plan for the spring 2012 introduction<br />
of HDTV with the new DVB-T2 broadcasting technology.<br />
Part of the network will switch completely to DVB-T2, at<br />
the same time as we increase the efficiency of the rest of the<br />
network by investing in new equipment.<br />
We successfully introduced HDTV in Sweden following<br />
exactly the same strategy. By upgrading our terrestrial network<br />
to modern technology over time, we can offer more <strong>and</strong> better<br />
services. The long-term plan, is to completely transfer to the<br />
new DVB-T2 technology, <strong>and</strong> to switch off DVB-T, but this must<br />
be done in a commercially viable way, <strong>and</strong> must benefit both<br />
broadcasters <strong>and</strong> viewers. Such a transition requires far-reaching<br />
commercial consensus between the network <strong>and</strong> Pay-TV<br />
operators, as well as a synchronization of the companies'<br />
long-term <strong>and</strong> short-term plans.<br />
A seamless value chain<br />
An integrated business, like we have in Sweden <strong>and</strong> Denmark,<br />
provides a seamless value chain in our business. Between<br />
encoders in the broadcast station <strong>and</strong> the service organization,<br />
through quality assurance of boxes, packaging of TV channels,<br />
marketing <strong>and</strong> the store where Pay-TV subscriptions are sold to<br />
individual viewers. We are a Group that work as if we were a<br />
single company. Through integration, we take full responsibility<br />
for our infrastructure <strong>and</strong> our services, that the broadcasters’<br />
content reaches out, for the experience of viewers <strong>and</strong> for the<br />
public benefit provided by the terrestrial networks. The terrestrial<br />
networks are crucial for ensuring that, in the long-term, a<br />
platform is available where countries can guarantee a variety of<br />
TV channels for most tastes <strong>and</strong> from many independent broadcasters.<br />
Our integration aims to increase the competitiveness of<br />
the terrestrial networks so they can continue to contribute to a<br />
comprehensive freedom of speech <strong>and</strong> communication. This is<br />
the most central part of our sustainability work; a direct relationship<br />
can be found between the business challenges we face<br />
<strong>and</strong> our contribution to society.<br />
broadcast. The great advantage of the transition to DVB-T2 is<br />
that we can eventually change over all channels to HDTV, the<br />
video st<strong>and</strong>ard that is designed for TV screens larger than 40<br />
inches. Another major advantage of our terrestrial networks<br />
is the ability to regionalize channels, to broadcast regionally<br />
adapted versions of a channel from different masts. Sveriges<br />
Television has been using this technology for regional news<br />
for a long time. The commercial channels use their regional<br />
versions to send advertising to a specific area that is of high<br />
commercial interest. In <strong>2011</strong> we signed agreements for 2012<br />
that allow us to broadcast 168 versions of eight channels in<br />
both high definition <strong>and</strong> st<strong>and</strong>ard formats. We would like to<br />
continue with this development <strong>and</strong> we believe that, within<br />
a few years, 500 HDTV channels will be broadcast in different<br />
versions, all over the country, but broken down by region.<br />
The flexibility of the terrestrial network is its great<br />
strength; we will develop that strength because it will make<br />
a major difference when HDTV is all that is marketable, when<br />
all broadcasters will dem<strong>and</strong> regional breakdown <strong>and</strong> when<br />
the broadb<strong>and</strong> networks are bottlenecked by the growing<br />
video streams over the open Internet.<br />
Supplementary services<br />
We have supplemented the linear selection of On Dem<strong>and</strong> services<br />
with Boxer Sweden's launch of Boxer On Dem<strong>and</strong> last fall.<br />
Our new product department is now working with the next<br />
generation of recording boxes, which offer new opportunities<br />
for customers to watch what they want, when they want. The<br />
Boxer box of the future takes maximum advantage of the terrestrial<br />
network’s ability to transmit all channels simultaneously,<br />
<strong>and</strong> has a connection to the Internet for On Dem<strong>and</strong> <strong>and</strong> Play<br />
services. It has a large hard drive, many receivers that simultaneously<br />
record several channels <strong>and</strong> endless opportunities<br />
for customers to sort the content by personal preference. This<br />
is how we see our future – our terrestrial network delivers the<br />
primary service, linear broadcast TV, while the additional services<br />
are delivered via the Internet. Broadcast is what we know, linear<br />
TV is what our customers want, that is our role <strong>and</strong> our future.<br />
Broadcast TV also plays another important role in addition<br />
to being a good commercial business. Broadcast television<br />
in every country, all over the world, is the most important<br />
common arena for public debate. »We have all seen the disturbing<br />
pictures on TV,« said President Barack Obama, for example,<br />
when commenting on NATO’s upcoming intervention in Libya in<br />
the spring of <strong>2011</strong>. That's what television is – a mass medium<br />
with well-known broadcasters that have earned the trust of the<br />
audience. That’s where the important things happen. The broadcasters’<br />
br<strong>and</strong>s <strong>and</strong> the trust they signal is a key component of<br />
our business. With our talented employees <strong>and</strong> our investments,<br />
I know that our TV business is long-term <strong>and</strong> highly competitive.<br />
The terrestrial networks have room for many highquality<br />
channels<br />
Broadcast is a superior method for transmission to an infinite<br />
number of receivers. The terrestrial networks specialize<br />
in broadcast <strong>and</strong> we will develop our business based on<br />
CRISTER Fritzson<br />
President <strong>and</strong> CEO of the <strong>Teracom</strong> Group<br />
3
Important events <strong>2011</strong><br />
TV<br />
Expansion of HDTV in the Swedish terrestrial<br />
network continued during the<br />
year. At year-end <strong>2011</strong>/2012, 93 percent<br />
of households had access to eight HD<br />
channels, including Kanal 5 HD, TV3 HD<br />
<strong>and</strong> TV4 HD, which all began broadcasting<br />
during the first quarter.<br />
In early April, 3D TV was tested for<br />
the first time in a Nordic terrestrial<br />
network when Canal+ broadcast the<br />
AIK-Djurgården soccer derby.<br />
During the year a number of new<br />
agreements were signed with several<br />
major broadcasters about broadcasting<br />
commercials <strong>and</strong> programs in different<br />
geographic regions via the Swedish<br />
terrestrial network. The services were<br />
launched in February 2012.<br />
In February, PlusTV launched a new<br />
flexible packaging structure with<br />
attractive price points. During the fall<br />
additional cards were introduced as<br />
part of the offering.<br />
In March, Danish Boxer developed its<br />
offering with up to four additional<br />
cards as part of the basic subscription.<br />
The previously free TV channel<br />
TV 2, which became a Pay-TV channel<br />
in January 2012, was integrated into<br />
different packages in December.<br />
A decision was taken to begin HDTV<br />
broadcast in Denmark in April 2012.<br />
In November, Boxer in Denmark<br />
reached 100,000 customers. In early<br />
January, Boxer passed 200,000 customers<br />
<strong>and</strong> in February 2012 it reached a<br />
record-high 300,000 customers.<br />
On September 19, Boxer Sweden<br />
launched a campaign for the Mix<br />
package for SEK 129 a month, with no<br />
regular fees.<br />
In April, Boxer in Sweden lowered the<br />
price of 8 Mbit/s broadb<strong>and</strong> to SEK 199<br />
per month, one of the lowest prices in<br />
the market <strong>and</strong> about SEK 100 lower<br />
than the offers Boxer's customers could<br />
receive from the major telecommunications<br />
operators.<br />
Boxer On Dem<strong>and</strong> was launched<br />
in Sweden, which provides Boxer<br />
customers with access via a hybrid<br />
box to Filmbutik with SF Anytime, Play<br />
channels, <strong>and</strong> gaming <strong>and</strong> entertainment<br />
apps like Facebook, the Swedish<br />
Meteorological <strong>and</strong> Hydrological<br />
Institute <strong>and</strong> Twitter.<br />
Radio<br />
The Swedish Broadcasting Authority<br />
announced in its »Strategy for licensing<br />
of commercial digital radio« that<br />
it would allocate licenses for DAB+<br />
for commercial radio during the year,<br />
though the licensing process has been<br />
delayed. According to the TV Broadcasting<br />
Authority, a call for applications will<br />
take place in spring 2012 <strong>and</strong> the application<br />
period will be extended after<br />
September 1, when the Public Service<br />
Committee will submit a report.<br />
On April 1 MTG Radio launched a new<br />
radio channel in the FM network, Radio<br />
1, the first commercial talk radio channel<br />
launched in Sweden.<br />
In the digital pilot network for radio,<br />
which <strong>Teracom</strong> Sweden operates, a<br />
number of channels started broadcasting<br />
during the year, four from SBS,<br />
one from Sveriges Radio <strong>and</strong> one from<br />
MTG Radio.<br />
4
<strong>Teracom</strong> Group<br />
On 1 June, <strong>Teracom</strong> Group AB became<br />
the Parent Company for the Group.<br />
At the end of January the name of the<br />
acquired company Broadcast Service<br />
Danmark was changed to <strong>Teracom</strong> A/S.<br />
Andrea Gisle Joosen began working on<br />
8 August as the new President of Boxer<br />
Sweden.<br />
Steffen Weber, CFO, was appointed as<br />
acting CEO for <strong>Teracom</strong> Denmark when<br />
Finn Søndergaard stepped down on 8<br />
November.<br />
<strong>Sustainability</strong><br />
A decision was taken to integrate the<br />
Group's sustainability issues into the<br />
overall strategies moving forward.<br />
The Group strengthened its environmental<br />
efforts by appointing new<br />
environmental coordinators in all<br />
companies. The work aims to help the<br />
companies to carry out environmental<br />
activities to reduce their carbon<br />
footprint <strong>and</strong> thus achieve the environmental<br />
target, which applies to all<br />
companies within the Group in 2012.<br />
Short wave <strong>and</strong> medium wave broadcast<br />
from the stations in southern<br />
Sweden were discontinued during the<br />
year. Some equipment was sold, while<br />
other materials were h<strong>and</strong>led under<br />
our scrap <strong>and</strong> waste management<br />
system. <strong>Teracom</strong> Sweden’s electricity<br />
consumption decreased as a result of<br />
the discontinued broadcast by about<br />
3 percent.<br />
A new mentoring program for junior<br />
managers in the <strong>Teracom</strong> Group was<br />
initiated during the year aiming at<br />
further developing leadership <strong>and</strong> our<br />
employees' skills.<br />
In March, the Group launched Guiding<br />
Stars, which managers <strong>and</strong> a dedicated<br />
team of employees implemented during<br />
the year. The employee survey showed<br />
that 93 percent of the employees were<br />
aware of the Guiding Stars program<br />
<strong>and</strong> that a full 67 percent could identify<br />
with them.<br />
An internal review revealed that Boxer<br />
Sweden <strong>and</strong> Boxer Denmark did not<br />
meet expectations with regard to<br />
packaging <strong>and</strong> electronic products.<br />
Agreements for practical management<br />
have been reached with the necessary<br />
suppliers <strong>and</strong> new internal procedures<br />
have been adopted.<br />
<strong>Teracom</strong> Denmark, which was acquired<br />
in 2010, is fully integrated in the<br />
Sustainabilit y <strong>Report</strong>. <strong>Teracom</strong> Group<br />
AB has been reported in the statement<br />
as a separate company since June 1;<br />
before that, it was reported as an integrated<br />
part of <strong>Teracom</strong>, Sweden.<br />
5
A TV-centric business strategy<br />
The <strong>Teracom</strong> Group is facing intensified competition in the<br />
Nordic market, which means that the Group needs to focus <strong>and</strong><br />
invest in developing its core business – TV <strong>and</strong> radio.<br />
Viewing Patterns for linear TV in minutes<br />
per day<br />
210<br />
157,5<br />
105<br />
52,5<br />
0<br />
2006<br />
2007<br />
Growth of<br />
the <strong>Teracom</strong> Group<br />
2008 2009 2010 <strong>2011</strong><br />
DK FI SE<br />
Source: TNS Gallup (DK), Finnpanel<br />
(FI), MMS (SE)<br />
Number of subscriptions for <strong>Teracom</strong><br />
Group in thous<strong>and</strong>s<br />
1200<br />
1000<br />
800<br />
600<br />
400<br />
200<br />
0<br />
2006 2007 2008 2009 2010 <strong>2011</strong><br />
Boxer DK PlusTV Boxer SE<br />
Source: <strong>Teracom</strong> Group<br />
1992 <strong>Teracom</strong> AB is formed from Televerket<br />
(Swedish Telecommunications Administration)<br />
1999 Boxer TV-Access AB is formed with<br />
<strong>Teracom</strong> AB as 70 percent owner;<br />
the remaining 30 percent stake is<br />
purchased in 2008<br />
2008 Boxer TV A/S is formed <strong>and</strong> receives<br />
operator license for the upcoming<br />
Danish digital TV network<br />
2009 <strong>Teracom</strong> AB buys the majority stake in<br />
DigiTV Plus Oy (Plus TV)<br />
2010 <strong>Teracom</strong> AB buys BSD, which is<br />
renamed <strong>Teracom</strong> A/S<br />
<strong>2011</strong> <strong>Teracom</strong> Group AB is formed as a<br />
Group company<br />
Competition between TV operators has increased, especially since TV has become<br />
the major broadb<strong>and</strong> operators’ main service for attracting customers. Competition<br />
among broadcasters is also increasing, culminating in increasingly spectacular <strong>and</strong><br />
interesting program ideas. TV holds its own not only as the largest mass medium,<br />
but as the medium with the largest economic resources, <strong>and</strong> thus the ability to<br />
attract talent for even more audience-pleasing program ideas.<br />
The main thrust of the Group's strategy is to enhance the competitiveness of<br />
the TV offering, create a strong Nordic presence to secure its market position in<br />
the long-term, work smart <strong>and</strong> cost-effectively <strong>and</strong> increase the skills <strong>and</strong> leadership<br />
within the Group. Effectively integrating network <strong>and</strong> Pay-TV strengthens the<br />
Group's position in the value chain.<br />
The competitiveness of the offer will increase by offering customers a wider choice<br />
in terms of both packaging <strong>and</strong> opportunities to watch TV whenever <strong>and</strong> however they<br />
wish. The terrestrial network offers a number of competitive attributes to be developed:<br />
• Watch scheduled TV programs whenever you want using smart recording<br />
features<br />
• Watch TV programs on any TV set in the home since the TV signal can be received<br />
anywhere <strong>and</strong> affordable packages with extra cards for Pay-TV<br />
• Watch TV programs on any TV set outside the home using more robust broadcast<br />
that reach more areas<br />
• Watch TV programs on any device suitable for viewing TV by developing<br />
receivers for tablets <strong>and</strong> similar screens as well as greater choice with more<br />
flexible Pay-TV packaging<br />
A mature market with rapid development<br />
All broadcast platforms for television have been digital for a long time, although<br />
cable distribution is essentially still analogue. IPTV via telephone <strong>and</strong> fiber networks<br />
has also been introduced, particularly by the major national telecommunications<br />
companies, which with their large financial muscles use television as a loss leader<br />
service to sell broadb<strong>and</strong>. TV-like services, especially movies, are also becoming<br />
increasingly available online <strong>and</strong> it is becoming easier to integrate computer <strong>and</strong><br />
television equipment, two technology platforms that previously lived separate<br />
lives in terms of image <strong>and</strong> connection st<strong>and</strong>ards, but that are now approaching<br />
each other.<br />
In Sweden, the Group worked hard during the year to broaden its service<br />
offering after the analogue switch-off. Broadb<strong>and</strong>, IP telephony, more channels<br />
<strong>and</strong> new HDTV channels meant higher revenues per customer <strong>and</strong> new revenues<br />
for the network. The result was a good profit level, but the departure of nearly<br />
100,000 Pay-TV customers from Boxer could not be prevented. Therefore competitiveness<br />
needs to be further increased.<br />
Having a presence mainly in the Nordic countries is necessary to create the<br />
overall size <strong>and</strong> customer base required to be a priority platform <strong>and</strong> partner for<br />
broadcasters <strong>and</strong> equipment manufacturers.<br />
6
An integrated TV business<br />
The Group's strategy <strong>and</strong> planning assume that the TV business<br />
is a completely integrated business - from the broadcast<br />
station via the boxes out to the viewer, a viewer who is preferably<br />
a Pay-TV customer. This integrated business will be run<br />
in a similar way in market after market <strong>and</strong> the reason is, of<br />
course, that competition is growing <strong>and</strong> terrestrial networks<br />
must therefore be developed. There are three reasons why<br />
network <strong>and</strong> Pay-TV should sit together <strong>and</strong> exp<strong>and</strong> into<br />
more markets:<br />
1. Development of services <strong>and</strong> technologies requires<br />
consensus <strong>and</strong> careful commercial coordination.<br />
2. The various TV markets share many similarities <strong>and</strong> the<br />
terrestrial networks function in much the same way,<br />
so investments <strong>and</strong> lessons learned from one market<br />
become far more valuable if they can be applied in other<br />
markets.<br />
3. A large general customer base is essential to achieve<br />
sufficient bargaining power against suppliers <strong>and</strong> broadcasters.<br />
The Swedish market is the most mature in the <strong>Teracom</strong><br />
Group <strong>and</strong> services developed – HDTV, broadb<strong>and</strong>, IP telephony<br />
<strong>and</strong> set top boxes for Video On Dem<strong>and</strong> – will obviously<br />
be launched in other markets. It is important to take<br />
advantage of economies of scale in order to strengthen the<br />
competitiveness of the terrestrial networks in a financially<br />
sound way.<br />
The terrestrial networks in which network <strong>and</strong> Pay-TV are<br />
integrated will become more competitive, at least in small<br />
countries with several competing means of distribution <strong>and</strong><br />
where advertising is not enough to finance the many free<br />
TV channels. The <strong>Teracom</strong> Group currently has an integrated<br />
business in both Sweden <strong>and</strong> Denmark, <strong>and</strong> the Group's aim<br />
is to achieve full integration in all markets.<br />
Strength in a dedicated broadcast platform<br />
The terrestrial networks offer great opportunities for development<br />
<strong>and</strong> there is a considerable need to strengthen the<br />
platform on both the network <strong>and</strong> service sides. In 2010<br />
HDTV was launched in the Swedish network using the new<br />
broadcasting st<strong>and</strong>ard DVB-T2, which radically optimizes<br />
frequency utilization. This technology makes it possible over<br />
time to completely switch to HDTV, which is becoming the<br />
image st<strong>and</strong>ard for all TV sets. The reason of course is that<br />
broadcast TV is competing with online video <strong>and</strong> image<br />
quality is one of the great advantages of a dedicated broadcast<br />
platform. DVB-T2 can also be used for many more channels,<br />
or a mix of HDTV <strong>and</strong> new channels.<br />
TV-like services can be accessed in an increasing number<br />
of ways. Movies can be rented via broadb<strong>and</strong>, broadcasters<br />
offer on dem<strong>and</strong> services that can be watched both live or<br />
stored, while YouTube <strong>and</strong> similar sites offer an abundance of<br />
videos from all over the world, many of them from television.<br />
Boxer's new On Dem<strong>and</strong> service is also based on delivery via<br />
the customer's own broadb<strong>and</strong> connection. All this underscores<br />
how traditional TV networks are challenged by more<br />
<strong>and</strong> more TV-like services over broadb<strong>and</strong>. The traditional TV<br />
networks, which broadcast in one direction, offer a number<br />
of advantages that may become crucial as online video use<br />
increases:<br />
• An infinite number of receivers can be reached in the<br />
area covered by the broadcasts. Number of users does<br />
not affect capacity, unlike broadb<strong>and</strong>, where each new<br />
user needs new capacity. This is crucial for live TV, an<br />
extremely capacity-intensive service for which people<br />
have little tolerance for delays.<br />
• The broadcast transmission is paid for by the broadcaster,<br />
which is either the program company or the Pay-TV operator.<br />
For the user, reception is free (of course customers<br />
buy a subscription for Pay-TV services). Households<br />
usually pay a fixed fee for broadb<strong>and</strong>. This model does<br />
not work as well if capacity requirements radically<br />
increase from various media. Just who will pay for broadb<strong>and</strong><br />
services that dem<strong>and</strong> more <strong>and</strong> more capacity is a<br />
major issue in the telecom world. Regardless of where<br />
the bill is sent, it has to be paid. This makes broadcast<br />
networks appear to be significantly more cost-efficient.<br />
• The new image st<strong>and</strong>ard will be HDTV, which requires<br />
much more capacity than st<strong>and</strong>ard TV <strong>and</strong> will pose<br />
major challenges for broadb<strong>and</strong> networks <strong>and</strong> business<br />
models.<br />
Pay-TV<br />
Services <strong>and</strong> technologies<br />
introduced in the Group<br />
Network<br />
TV<br />
RADIO<br />
TELECOM<br />
1995 Digital radio (DAB)<br />
1999 Digital TV with DVB-T/MPEG2<br />
2007 Boxer TV navigator<br />
2008 Digital TV with DVB-T/MPEG4<br />
2009 Broadb<strong>and</strong><br />
IP telephony<br />
DAB+<br />
2010 HDTV with DVB-T2/MPEG4<br />
Regional versions of national TV<br />
channels<br />
<strong>2011</strong> Video-on-dem<strong>and</strong><br />
The <strong>Teracom</strong> Group’s strategy is based on the premise that the TV business is a completely cohesive business.<br />
7
How the <strong>Teracom</strong> Group meets<br />
the competition in the TV<br />
market<br />
Price<br />
• Strengthen the perception of »price leader«<br />
• Maintain high st<strong>and</strong>ards of quality <strong>and</strong><br />
customer service<br />
Simplicity<br />
• Products are user-friendly in all respects<br />
• Easy to underst<strong>and</strong>, find, choose <strong>and</strong> buy<br />
• Easy to install<br />
Contents<br />
• Large <strong>and</strong> medium-sized channels with<br />
highest audience share (SD <strong>and</strong> HDTV)<br />
• Add Video On Dem<strong>and</strong><br />
• An attractive selection of premium channels<br />
(sports) <strong>and</strong> niche channels<br />
Thus, broadb<strong>and</strong> will not be the obvious future platform for TV broadcast, <strong>and</strong> the<br />
Group's digital terrestrial networks will continue to be one of the most important<br />
TV platforms. However, intensive business development <strong>and</strong> major investments are<br />
crucial <strong>and</strong> therefore the Group will completely focus on digital TV alongside with<br />
radio broadcast. Other business should be viewed as a complement that is offered<br />
to the extent it supports or is supported by the TV business. Such business will not<br />
represent new legs to st<strong>and</strong> on, but rather will offered because the infrastructure<br />
or other prerequisites already exist for the TV business <strong>and</strong> can easily be used for<br />
a new application.<br />
Radio<br />
The origin of the Group is in radio. Regular radio broadcasts to a wide audience<br />
began in 1921 in Sweden <strong>and</strong> 1922 in Denmark. Since the 1960s, the Group broadcasts<br />
on the FM b<strong>and</strong>, which allows quite a few channels with good reception essentially<br />
everywhere <strong>and</strong> excellent sound quality. FM receivers are everywhere – in music<br />
systems, mobile phones, cars, safety helmets <strong>and</strong> anywhere that people want sound.<br />
Digital radio has been available in both Sweden <strong>and</strong> Denmark for several years.<br />
However, the FM b<strong>and</strong> is full. It is virtually impossible to make room for more<br />
channels, especially for additional channels that broadcast nationwide, which is still<br />
of greatest interest to broadcasters. So digital radio is essential if the medium of<br />
radio is to be developed with new actors <strong>and</strong> new program formats.<br />
In Sweden, the Swedish Broadcasting Authority was commissioned by the government<br />
to announce licensing of commercial digital radio. Meanwhile, a public<br />
service inquiry was commissioned to investigate Sveriges Radio’s future DAB operations<br />
until the fall of 2012. To coordinate these two processes, the Broadcasting<br />
Authority has decided to wait with commercial licensing until spring 2012. It is a<br />
good decision because experience from other countries shows that it is crucial for<br />
all broadcasters to jointly address the radio issue.<br />
The Group's strategy is to develop its own platforms <strong>and</strong> includes not only the<br />
introduction of new technologies, but switching to the new technology <strong>and</strong> subsequently<br />
ab<strong>and</strong>oning the old technology. The Group is working hard to encourage<br />
broadcasters <strong>and</strong> government agencies to invest in a nationwide expansion of<br />
TIME SHIFT<br />
You watch your programs<br />
when you want because the<br />
box records <strong>and</strong> sorts the<br />
programs for you.<br />
MULTI SCREEN<br />
You watch your programs on<br />
the receiver of your choice –<br />
on a tablet or other portable<br />
screen.<br />
MULTI ROOM<br />
You can conveniently <strong>and</strong><br />
affordably watch all of your<br />
channels from a TV in any<br />
room.<br />
PLACE SHIFT<br />
FLEXIBILTY<br />
Simpler packaging where you<br />
can put together packages of<br />
your favorite channels.<br />
You watch your programs<br />
wherever you want – on the<br />
TV in the summer cottage, or<br />
somewhere else.<br />
8
digital radio <strong>and</strong>, in connection with this expansion, to decide when <strong>and</strong> how to<br />
switch off FM broadcasts. The strategy distinguishes between launching new technology<br />
<strong>and</strong> shifting to new technology. A launch means that radio listeners or TV<br />
viewers get more services if they get new receivers, but if they only want the old<br />
services, they can keep their old receivers. A transition means that the old technology<br />
is switched off, so new receivers are required to listen to, or watch, both old<br />
<strong>and</strong> new services. A transition is both commercially <strong>and</strong> politically risky <strong>and</strong> must<br />
be planned <strong>and</strong> closely coordinated.<br />
Transition to digital radio<br />
A transition to digital radio in itself is not unusual. Over a period of a few years<br />
in the 1960s the radio broadcasters switched from the AM b<strong>and</strong> to the FM b<strong>and</strong><br />
currently in use. In TV, analogue transmissions were switched off after a period of<br />
parallel transmission with digital TV. The key to a successful transition is that the<br />
services provided by the new technology must offer users more than they get with<br />
the old technology. It is therefore important that program companies not only<br />
parallel broadcast their traditional services, but actually invest in new services to<br />
attract both old <strong>and</strong> new listeners so that a transition will be commercially viable<br />
for them. If broadcasters invest in new technology, a transition is also inevitable<br />
because long parallel transmission is not economically justifiable.<br />
The technology that the Group has been working with for a long time is DAB+,<br />
a development of DAB that allows very efficient frequency utilization <strong>and</strong> thus<br />
many more radio channels <strong>and</strong> other services across the country. Denmark has<br />
an extensive DAB network <strong>and</strong> the Group is carefully studying the possibilities of<br />
launching DAB+ so that it eventually replaces FM.<br />
With current regulation in Sweden <strong>and</strong> Denmark it is not at all obvious who<br />
would get the contract to build <strong>and</strong> operate the DAB networks. A nationwide infrastructure<br />
for radio <strong>and</strong> television, extensive experience <strong>and</strong> a focus on broadcast<br />
services all represent a great advantage for the Group. Analyses show that<br />
analogue radio, like TV, cannot compete in the long run with all the other ways to<br />
enjoy audio <strong>and</strong> video services <strong>and</strong> therefore must be digitized. DAB+ will accommodate<br />
many more program services with national coverage <strong>and</strong> a host of new<br />
services. When DAB+ penetrates the market, just like FM, there will be hundreds of<br />
millions of receivers in our Nordic markets.<br />
Average radio listening <strong>2011</strong><br />
per person <strong>and</strong> day<br />
136<br />
minutes in Sweden<br />
121<br />
minutes in Denmark<br />
Co-location <strong>and</strong> service<br />
In Sweden <strong>and</strong> Denmark the Group has nationwide infrastructures of stations <strong>and</strong><br />
masts measuring from a few meters up to 330 meters. They include 78 tall masts,<br />
54 in Sweden <strong>and</strong> 24 in Denmark. Besides the tall masts, there are hundreds of<br />
smaller masts to reach areas not covered by the tall masts. The masts are attractive<br />
to all companies that need to transmit radio waves over long distances or that<br />
otherwise want to place their equipment high up.<br />
The strategy focuses on broadcast services, for which the major new investments<br />
are made. However, once the investments are made, it can be highly costeffective,<br />
both commercially <strong>and</strong> economically, to place as much equipment as<br />
possible in the infrastructure. The Group's tall masts comprise a unique national<br />
infrastructure built to reach as many people as efficiently as possible. Therefore<br />
co-location <strong>and</strong> service are important complements to the Group’s core business,<br />
which is radio <strong>and</strong> TV broadcasting.<br />
Connection services<br />
<strong>Teracom</strong> offers two products in the Connections business area: Wavelength <strong>and</strong><br />
Capacity. Both services involve offering customers the opportunity to transfer data<br />
from one location to another via the Group's network. The Group currently has one<br />
of Europe’s most modern wavelength networks <strong>and</strong> offers customers the opportunity<br />
to use 1, 2.5 or 10 Gbit/s in them. Since the Group has both fibre <strong>and</strong> radio links,<br />
it can offer customers redundant paths <strong>and</strong> high availability. The fibre network, with<br />
<strong>Teracom</strong> Group on World DMB<br />
Board of Directors<br />
Per G. Borgå, product manager Radio<br />
<strong>Teracom</strong> Group, was elected to the Board<br />
of Directors of WorldDMB in <strong>2011</strong>. This<br />
responsibility is accompanied by the opportunity<br />
to influence digital radio strategies<br />
internationally <strong>and</strong> gain greater insight into<br />
newly established markets such as Germany<br />
<strong>and</strong> Australia.<br />
»It feels like the digital radio trend is<br />
moving in the right direction, but of course<br />
it could go faster. Being elected to the Board<br />
is an honor <strong>and</strong> I hope to convert the experience<br />
into practice in our own market, now<br />
that commercial radio will have the opportunity<br />
to start digital broadcasting,« says Per.<br />
World DMB’s Steering Board (SB) consists<br />
of 16 participants <strong>and</strong> carries the strategic<br />
responsibility for the organization, which<br />
includes purely operational issues <strong>and</strong><br />
financial management of World DMB.<br />
9
Digital radio<br />
Digital TV<br />
thous<strong>and</strong>s of kilometers of cable extending from Kiruna in the north <strong>and</strong> Bornholm<br />
in the south, is being continuously exp<strong>and</strong>ed to meet the needs of our customers.<br />
The strategy includes utilizing our existing backbone for radio <strong>and</strong> TV <strong>and</strong> combining<br />
it with other types of services.<br />
Co-locations:<br />
GSM, 3G/4G<br />
FM radio,<br />
Private local<br />
radio<br />
Co-locations:<br />
Link<br />
The <strong>Teracom</strong> Group’s nationwide infrastructure<br />
is well suited for co-location of communication<br />
equipment.<br />
Terrestrial networks have several stakeholders<br />
Besides the <strong>Teracom</strong> Group, there are two very important parties that exercise<br />
control over the terrestrial networks, with whom it is important to have close relationships.<br />
Governments <strong>and</strong> regulatory authorities regulate <strong>and</strong> control licensing<br />
since the terrestrial networks play an important role in media policy. The <strong>Teracom</strong><br />
Group's influence is directly proportional to the ability to support the agreed<br />
national media policy.<br />
Licensing of broadcasting in the terrestrial networks follows a political<br />
ambition to achieve a variety of program services for all tastes <strong>and</strong> many independent<br />
broadcasters. This ambition is ultimately about protecting the airwaves as<br />
well-functioning platforms that are independent of special interests, an arena for<br />
public discourse <strong>and</strong> thus for political democracy. For the Group to have a sustainable<br />
business in terrestrial networks, it is important to ensure that licensing works<br />
in practice. And that means it must be commercially viable – for the Group <strong>and</strong><br />
especially for the broadcasters. Essentially, terrestrial networks should rest equally<br />
on political <strong>and</strong> commercial considerations <strong>and</strong> must always be of benefit to both.<br />
The terrestrial networks exist for the broadcasters <strong>and</strong> their program content<br />
is the purpose of allocating spectrum for broadcasting. The role of the <strong>Teracom</strong><br />
Group is to enable broadcasters to reach many viewers on acceptable financial<br />
terms. At the same time, it is important to establish that while the Group certainly<br />
includes most of the value chain in TV, so far it has refrained from becoming<br />
engaged in terms of ownership of program content. The reason, of course, is that<br />
the Group’s role as a facilitator is based on equal treatment of all broadcasters.<br />
This table summarizes the prioritized areas for the <strong>Teracom</strong> Group’s sustainability efforts.<br />
Area Incentive Governance<br />
Society<br />
Employees<br />
Good working conditions <strong>and</strong> skills development<br />
motivates employees to perform.<br />
Work environment, gender, education, career,<br />
employee reviews, salary statistics.<br />
Suppliers<br />
Ensure that the Group's suppliers meet required<br />
sustainability st<strong>and</strong>ards.<br />
Dialogue with existing <strong>and</strong> potential suppliers using the<br />
Group's basis for supplier evaluation.<br />
Media plurality<br />
Environment<br />
Greenhouse gas emissions<br />
Legal requirements<br />
Finance<br />
Financial value generated<br />
Development <strong>and</strong> technical maintenance of the<br />
terrestrial network are essential for this type of<br />
distribution to be perceived as long-term.<br />
The Group will strengthen its competitiveness by<br />
minimizing its environmental impact.<br />
As a state owned company with important social<br />
functions, fulfillment of legal requirements is<br />
particularly important.<br />
Financial earning capacity, in relation to the Group's<br />
costs, must support long-term development.<br />
Investment plans, licensing, spectrum allocation, crisis<br />
management, joint drills with customers.<br />
Environmental policy, preventive environmental work<br />
<strong>and</strong> refocusing parts of the Group where the opportunity<br />
to have an influence is large.<br />
Occupational health <strong>and</strong> safety instructions, safety<br />
committee work, incident management, environmental<br />
regulations.<br />
Through interim reports <strong>and</strong> an annual report that<br />
includes a sustainability report.<br />
10
Subsidized public transportation encourages<br />
people to leave their cars at home<br />
Since 2008, Boxer Sweden <strong>and</strong> Denmark have offered an environmental<br />
bonus. The purpose of the environmental bonus has been<br />
to encourage people to commute to work using public transportation.<br />
More than half of all employees take advantage of this highly<br />
appreciated benefit. In connection with the move to the new, shared<br />
head office, the opportunity for subsidized public transport will now<br />
be extended to all employees in Stockholm.<br />
Corporate social responsibility<br />
The Earth's natural resources are finite <strong>and</strong> it is important for companies to work<br />
so that the business is sustainable. Today's generations <strong>and</strong> companies must be<br />
able to exist <strong>and</strong> evolve while ensuring that future generations will have the same<br />
conditions.<br />
Being on the leading edge of this field offers great advantages since international<br />
institutions, particularly the EU, increasingly recognize the importance of<br />
laws <strong>and</strong> regulations supporting sustainable development. Companies that have<br />
already adapted to become a more considerate business will have a head start<br />
when the time comes for regulations to be imposed. As a state-owned company,<br />
the <strong>Teracom</strong> Group already meets requirements from the owner to work with <strong>and</strong><br />
report on sustainability efforts. More <strong>and</strong> more companies are also requiring their<br />
suppliers, just as <strong>Teracom</strong> Group does, to work <strong>and</strong> report on sustainability in order<br />
to be a sustainable partner.<br />
Our challenge is to develop our sustainability efforts, where environmental<br />
work is an important part, as a natural part of our commercial work. Greater<br />
emphasis will be placed on this work over the next few years.<br />
Environmental strategy<br />
To be responsible <strong>and</strong> competitive, the <strong>Teracom</strong> Group needs to work even more<br />
proactively to reduce its negative environmental impact. The result will be better<br />
control of the risks in the area, better procedures for environmental incidents <strong>and</strong><br />
greater credibility with customers, shareholders, suppliers, employees <strong>and</strong> other<br />
stakeholders. The Group also has the opportunity to continually become more<br />
effective <strong>and</strong> resource-efficient <strong>and</strong> thus also to reduce both costs <strong>and</strong> environmental<br />
impact.<br />
The <strong>Teracom</strong> Group wants to be at the forefront of environmental efforts.<br />
Therefore, the Group formulated an environmental policy <strong>and</strong> set one of its<br />
overarching business objectives to reduce its carbon footprint by three percent<br />
annually. The <strong>Teracom</strong> Group chose this target because it plans to reduce its<br />
carbon footprint at the same rate as the climate goals that the Government set for<br />
Sweden, by 40 percent from 1990 to 2020. Each company will identify its biggest<br />
impact areas annually <strong>and</strong> formulate activities in its business plans to reduce its<br />
carbon footprint. <strong>Teracom</strong> Sweden worked on this target in <strong>2011</strong>, but in the future<br />
the carbon footprint reduction target will apply to all of the companies. To accomplish<br />
this, the Group’s main principle is to streamline <strong>and</strong> control its activities.<br />
Gradually switching over to renewable energy sources <strong>and</strong> more modern technology<br />
will also help the <strong>Teracom</strong> Group achieve its environmental goal. As a last<br />
resort, compensation for emissions would be considered. The biggest impact areas<br />
for the Group are electricity <strong>and</strong> fuel consumption, followed by travel in the form<br />
of business trips <strong>and</strong> commuting.<br />
The biggest environmental<br />
impact areas<br />
for the Group are elec tricity<br />
<strong>and</strong> fuel consumption.<br />
Maria Åstr<strong>and</strong>, Environmental<br />
Manager <strong>Teracom</strong> Group.<br />
11
<strong>Teracom</strong> Group<br />
operations<br />
12
Sweden<br />
Sweden is the Group’s first <strong>and</strong> most mature market. The<br />
Swedish digital terrestrial network <strong>and</strong> Boxer were launched in<br />
1999 <strong>and</strong> the last analogue broadcast ended in the fall of 2007.<br />
Despite increased competition, Boxer is still Sweden's biggest<br />
digital TV operator.<br />
Sales <strong>and</strong> operating margin<br />
<strong>Teracom</strong> Sweden<br />
MSEK %<br />
1500<br />
40<br />
<strong>2011</strong><br />
1200<br />
900<br />
600<br />
300<br />
0<br />
2009<br />
2010<br />
<strong>2011</strong><br />
■ Sales MSEK ■ Operating margin %<br />
32<br />
24<br />
16<br />
8<br />
0<br />
• HDTV broadcasts reached 93 percent of households at year-end.<br />
• Boxer launched on dem<strong>and</strong> services as a complement to the linear TV<br />
experience.<br />
• Several larger program companies decided to broadcast regional<br />
content via the terrestrial network.<br />
• On April 1 MTG Radio launched Sweden's first commercial talk radio<br />
channel, Radio 1.<br />
Sales <strong>and</strong> operating margin<br />
Boxer Sweden<br />
MSEK %<br />
2100<br />
1575<br />
1050<br />
40<br />
30<br />
20<br />
During the year Group-wide Guiding Stars <strong>and</strong> leadership principles<br />
were launched. An internal mentoring program aimed at junior<br />
managers was initiated.<br />
Number of employees at Boxer Sweden: 53<br />
Number of employees at <strong>Teracom</strong> Sweden: 445<br />
525<br />
10<br />
0<br />
2009<br />
2010<br />
<strong>2011</strong><br />
■ Sales MSEK ■ Operating margin %<br />
616 542<br />
Pay-TV subscribers for Boxer Sweden on<br />
December 31, <strong>2011</strong>.<br />
0<br />
Boxer Sweden, <strong>Teracom</strong> Sweden <strong>and</strong> Group functions started moving into<br />
a new office together; the building is environmentally certified <strong>and</strong> environmental<br />
initiatives will continue together with the new property owner.<br />
Operating profit for <strong>Teracom</strong> Sweden was only marginally lower in <strong>2011</strong><br />
than in 2010. Higher income from services such as regionalization <strong>and</strong><br />
telecom compensated for the somewhat lower income from regulated<br />
products. An accrual effect of changed invoiced sales for Boxer Sweden<br />
resulted in lower income during the first half of the year <strong>and</strong> reduced<br />
the operating margin. A lower customer base <strong>and</strong> higher costs for<br />
transmission <strong>and</strong> marketing also had an impact. Campaign with a lower<br />
price point for Boxer Mix had a positive impact on new sales.<br />
14
Popular entertainment <strong>and</strong> sporting<br />
events generate high viewing figures.<br />
15
The market<br />
The competition primarily consists of satellite operators Canal Digital <strong>and</strong> Viasat, where<br />
Viasat in particular has aggressively purchased exclusive sports rights, cable operator<br />
Comhem <strong>and</strong> IPTV operator Telia. Telia has achieved strong growth in recent years<br />
through IPTV as part of a Triple Play offering. The Group is strengthening its competitiveness<br />
<strong>and</strong> responding to the growing competition by launching new services.<br />
HDTV<br />
During the year, HDTV broadcasts in MUX six <strong>and</strong> MUX seven, a total of eight<br />
channels, continued to be exp<strong>and</strong>ed <strong>and</strong> reached over 93 percent of households<br />
at year-end. The broadcasts were launched in November 2010 using broadcasting<br />
st<strong>and</strong>ard DVB-T2 <strong>and</strong> MPEG4 compression technology.<br />
The general trend is to introduce more HD channels since, as TV screens are<br />
growing in size, HD is becoming the new image st<strong>and</strong>ard. The five largest Swedish<br />
channels broadcast their HD channels alongside their regular channels. Broadcasting<br />
HD <strong>and</strong> regular channels simultaneously over a transition period allows the<br />
number of viewers with HD receivers to increase as households upgrade their TV<br />
equipment. The long term aim is to replace st<strong>and</strong>ard channels with HD channels.<br />
However, this transition should be done in conjunction with the broadcasters filling<br />
their HD channels with almost exclusively »native HD«, which is not the case today.<br />
The HD launch is successful; Boxer has sold many HD subscriptions <strong>and</strong> the<br />
subscription price was reduced during the year from SEK 59 to SEK 19 per month.<br />
At the same time, reactions in the local press in places where HD is being exp<strong>and</strong>ed<br />
indicate a dem<strong>and</strong> for SVT in HD resolution.<br />
Newspaper clippings from the HD rollout.<br />
HDTV broadcasts reached 93 percent of<br />
households at year-end.<br />
MIX<br />
FRIA KANALER – GÅR ATT SE UTAN ABONNEMANG<br />
Regionalization demonstrates the strength of the terrestrial network<br />
SVT1, SVT2 <strong>and</strong> TV4 have been broadcasting various regional editions of their<br />
channels for a long time. For these two broadcasters, regional editions provide an<br />
opportunity to broadcast regional news, but TV4 takes advantage of this opportunity<br />
to broadcast regional advertising. Consequently, TV4 can sell advertising to<br />
a target group that previously could only turn to the local press. This local advertising<br />
market is highly profitable, as demonstrated in the financial performance of<br />
large local press groups.<br />
During the year the Group signed agreements establishing regionalization of<br />
SVT’s HD channels, TV4 HD, Sjuan, TV3 <strong>and</strong> Kanal 5. These channels will also be<br />
able to compete in the regional advertising market, which means that the terrestrial<br />
network has generated great value for the broadcasters. Roughly speaking,<br />
the terrestrial network broadcasts about 160 different channel editions from these<br />
four broadcasters. Since regionalization entails good business for all parties, the<br />
aim is to sell the service to most broadcasters.<br />
The flexibility <strong>and</strong> competitiveness of the terrestrial network can be illustrated<br />
by a sample calculation that assumes that far more channels will buy regionalization<br />
to take advantage of the regional <strong>and</strong> local advertising market. If half the<br />
channels in the terrestrial network, about twenty-five, were to purchase regionalization<br />
into 20 regions each, the terrestrial network would broadcast 500 regional<br />
channels. The scalability <strong>and</strong> flexibility of the terrestrial network makes this manageable,<br />
despite the enormous aggregate b<strong>and</strong>width required by 500 channels.<br />
With satellite TV, for example, transponder capacity would need to be arranged<br />
for all channels from one point. This advantage of the terrestrial network would<br />
increase sharply over time as channels in the terrestrial network switch to HD<br />
format; 500 HD channels would then require a huge aggregate b<strong>and</strong>width, which<br />
can be h<strong>and</strong>led through the decentralized structure of the terrestrial network.<br />
Program package offering. The Boxer Mix<br />
package costs SEK 179 per month <strong>and</strong> is<br />
Sweden's most popular Pay-TV package<br />
Boxer On Dem<strong>and</strong><br />
With the launch of Boxer On Dem<strong>and</strong> in November, the Group has now also started<br />
to take advantage of the Internet as a distribution channel for some content. The<br />
launch was carried out with a Boxer-br<strong>and</strong>ed, custom-designed HDTV <strong>and</strong> On<br />
16
New office »Lyckan« – kind to the environment<br />
The new office in Lindhagen was built <strong>and</strong> adapted for an office lifestyle that supports<br />
good environmental work. The »Green Lease« means that the Group <strong>and</strong> the l<strong>and</strong>lord will<br />
continue to work together to reduce the office’s environmental footprint – also in the<br />
future.<br />
Three specific examples of energy efficiency features in the building are smart temperature<br />
control, using cold air outside the building to cool equipment <strong>and</strong> automatic presence<br />
<strong>and</strong> daylight sensors. The entire building is certified under the »Miljöbyggnad« (Environmental<br />
Building) rating system, which is based on Swedish construction <strong>and</strong> government<br />
regulations, <strong>and</strong> the building will most likely be certified under »LEED« (U.S. certification for<br />
buildings) on the second highest level.<br />
»Every workday we support environmental targets <strong>and</strong> I hope it makes us very proud of<br />
our new workplace,« says Maria Åstr<strong>and</strong>, Environmental Manager, <strong>Teracom</strong> Group.<br />
Dem<strong>and</strong> box. The service provides access to a movie store from SF Anytime, on<br />
dem<strong>and</strong> services from several major broadcasters <strong>and</strong> a range of other services.<br />
Access to SF Anytime is part of the regular Boxer subscription, but a charge for<br />
each movie the customer rents is added to the regular bill.<br />
Most notable about this launch is that Boxer is the only Pay-TV operator<br />
offering on dem<strong>and</strong> services from SVT. SVTr, or SVTrepris, is an on dem<strong>and</strong> service<br />
offering almost half of the material available through SVT Play online.<br />
The HD/On Dem<strong>and</strong> box is a »hybrid« box; it receives signals from the Group’s<br />
own terrestrial network <strong>and</strong> from the open Internet via the customer's own<br />
broadb<strong>and</strong> connection. Movies <strong>and</strong> Play material are streamed from the Internet <strong>and</strong><br />
the time delays that may occur with an ordinary broadb<strong>and</strong> connection are resolved<br />
by the box buffering the material by temporarily storing it on the hard drive. This<br />
technique allows viewers to freely watch streaming programs via broadb<strong>and</strong>.<br />
Through the new HD/On Dem<strong>and</strong> box, the Group has established a hybrid<br />
platform for future services, both via the terrestrial network <strong>and</strong> via broadb<strong>and</strong>.<br />
This platform can then apply the lessons learned in Sweden for use in the Group's<br />
other markets.<br />
500<br />
Room for more than 500 channels in the<br />
terrestrial network thanks to efficient<br />
new technology.<br />
Digital radio, the way forward<br />
The Group has broadcast digital radio using the DAB st<strong>and</strong>ard since 1995, <strong>and</strong><br />
since 2009 broadcasts have also been provided using the advanced st<strong>and</strong>ard,<br />
DAB+. Although these broadcasts are pilot broadcasts provided in parts of Sweden<br />
<strong>and</strong> despite their limitations, several broadcasters are participating in the broadcasts<br />
<strong>and</strong> DAB+ receivers are present in a growing number of receivers on the<br />
market, so from the perspective of many listeners, digital radio is already available.<br />
However, the pilot broadcasts do not benefit from the major competitive benefit<br />
of digital radio, which is to provide many broadcasters with the opportunity to<br />
broadcast across the entire country. Now that the digital broadcasts have started<br />
to reach a broader audience, the strategy is to specifically discuss switching off<br />
analogue FM broadcasts. In Norway, for example, the government has decided to<br />
discontinue FM broadcasts in 2017 <strong>and</strong> it would not be unreasonable for Sweden<br />
to follow suit some time thereafter.<br />
Digital radio depends on political decisions <strong>and</strong> the Swedish Broadcasting<br />
Authority has decided to issue broadcasting licenses in two multiplexes, representing<br />
around thirty national channels. Since the continued commitment of Sveriges<br />
Radio to digital radio is being examined in a public service inquiry that will be<br />
completed in the fall of 2012, the Swedish Broadcasting Authority decided to<br />
delay licensing for 2012 so that the commercial license holders <strong>and</strong> Sveriges Radio<br />
can coordinate their efforts. <strong>Teracom</strong> Sweden is planning on expansion once the<br />
broadcasters have consulted one another.<br />
On April 1 MTG Radio launched Sweden's<br />
first commercial talk radio channel, Radio 1.<br />
17
67<br />
PR5<br />
Customer satisfaction<br />
for Boxer<br />
Sweden:<br />
Customer<br />
satisfaction for<br />
<strong>Teracom</strong> Sweden:63<br />
Co-location <strong>and</strong> service<br />
<strong>Teracom</strong> has a nationwide infrastructure of stations <strong>and</strong> masts which range from<br />
just a few meters to as much as 330 meters in height. Most facilities are associated<br />
with a mast <strong>and</strong> 54 of these are tall masts.<br />
<strong>Teracom</strong>’s facilities are attractive to all enterprises that need to establish local<br />
or nationwide communication networks. The unique high-altitude masts enable<br />
companies to cover a large area <strong>and</strong> reach many end customers.<br />
<strong>Teracom</strong> offers 24/7 monitoring <strong>and</strong> field service for customers’ equipment<br />
through <strong>Teracom</strong>’s NOC (Network Operation Center) <strong>and</strong> service personnel. Service<br />
personnel are available throughout the country, ready to be dispatched to resolve<br />
problems, regardless of whether the equipment is in <strong>Teracom</strong>'s own facility or the<br />
customer's facility.<br />
The largest co-location <strong>and</strong> service customers are Nokia Siemens Networks,<br />
TeliaSonera, Net 1, SES ASTRA, 3GIS <strong>and</strong> Telenor. Other customer segments include<br />
broadb<strong>and</strong> providers, utility companies, transport companies <strong>and</strong> other types of<br />
firms or authorities that establish their communications equipment by leasing<br />
space in <strong>Teracom</strong>’s facilities.<br />
In <strong>2011</strong>, the mobile operators initiated installation of 4G networks in many<br />
<strong>Teracom</strong> facilities.<br />
This business deal is<br />
ideal for us; we can<br />
take advantage of our<br />
existing backbone network<br />
for radio <strong>and</strong> television,<br />
<strong>and</strong> combine it with other<br />
types of services<br />
<strong>Teracom</strong> Sweden’s CEO Stephan Guiance<br />
on the ten-year agreement with Statkraft<br />
Connection services<br />
<strong>Teracom</strong> offers two products in the Connections area: Wavelength <strong>and</strong> Capacity.<br />
Both services involve offering customers the opportunity to transfer data from<br />
one location to another via <strong>Teracom</strong>'s network. Since <strong>Teracom</strong> has both fibre <strong>and</strong><br />
radio links, it can offer customers redundant paths <strong>and</strong> high availability.<br />
<strong>Teracom</strong>'s fibre network with about 6,000 kilometers of cable in a ring<br />
structure extends from Kiruna in the north to Malmö in the south <strong>and</strong> is constantly<br />
exp<strong>and</strong>ed to meet customer needs. <strong>Teracom</strong> currently has one of Europe’s<br />
most modern wavelength networks <strong>and</strong> security is integral to the product through<br />
extensive experience from radio <strong>and</strong> television networks.<br />
Boxer, Sweden's largest Pay-TV operator.<br />
18
At the end of the year, <strong>Teracom</strong> signed an agreement with Statkraft, which<br />
covers connection services <strong>and</strong> support services for delivery of masts. Statkraft<br />
owns <strong>and</strong> operates about 60 hydropower plants in Sweden <strong>and</strong> the task is to<br />
connect the facilities with Statkraft’s operational control centers all over the<br />
country. The plants <strong>and</strong> the operational control centers are connected together in<br />
<strong>Teracom</strong>’s existing national nationwide fibre <strong>and</strong> microwave backbone network. The<br />
network will be owned, operated <strong>and</strong> monitored around the clock by <strong>Teracom</strong>.<br />
Small differences between players, work faster <strong>and</strong> smarter<br />
Boxer has lost its two-year run as the operator with the most satisfied customers,<br />
though the differences between operators are shrinking compared with the<br />
previous year. This year's customer satisfaction index is 67 (67), somewhat better<br />
than the average for the industry (66). The customers want more choice <strong>and</strong> better<br />
customer care. Perceived value for money has greater weight as a result of the<br />
increased competition.<br />
After an earlier six-point upswing, the results for <strong>Teracom</strong> dropped to 63 (66).<br />
Customers see <strong>Teracom</strong> as competent, delivering high quality <strong>and</strong> credible. At the<br />
same time, they want shorter lead times, clearer communication <strong>and</strong> faster product<br />
development. Process efficiency will allow the company to work both smarter <strong>and</strong><br />
faster in relation to customers.<br />
Environmental work in Sweden<br />
<strong>Teracom</strong> Sweden has been working on environmental issues for a long time, while<br />
Boxer Sweden has recently started this work. A major joint effort preceded the<br />
renovation <strong>and</strong> move to the new office where the Swedish companies have been<br />
working together since January 2012.<br />
<strong>Teracom</strong> Sweden is actively working with many environmental issues such as<br />
waste management, high-frequency electromagnetic fields (which form around<br />
the antennas when broadcasting radio <strong>and</strong> TV) <strong>and</strong> the impact of the vehicle fleet.<br />
In <strong>2011</strong>, <strong>Teracom</strong> Sweden reduced electricity consumption as a result of the closure<br />
of a broadcast station in Hörby <strong>and</strong> continuous energy efficiency improvements<br />
when replacing equipment. However, expansion of the DTTV network <strong>and</strong> the new<br />
transport network in <strong>2011</strong> increased electricity consumption. A larger proportion of<br />
purchased electricity is also produced by fossil fuel than in 2010.<br />
Fuel consumption in <strong>Teracom</strong> Sweden rose since service previously provided<br />
by contractors is now provided by our own staff. This has also led to an increase<br />
in the service organization staff by about 10 percent. The environmental goal is<br />
set taking into account that the business should be able to grow or decrease in<br />
scope <strong>and</strong> that the organization would be adjusted accordingly. The management<br />
of <strong>Teracom</strong> Sweden decided to make a financial compensation contribution for<br />
its carbon footprint for <strong>2011</strong> to achieve the climate target of -3 percent. In 2012,<br />
environmental work will focus on implementing energy efficiency measures with<br />
monthly internal reports on the results, <strong>and</strong> finding good measurement parameters<br />
to clearly describe progress.<br />
For many years, Boxer Sweden has offered its employees a monthly environmental<br />
bonus for leaving the car at home <strong>and</strong> riding a bicycle or using public<br />
transportation to work instead. In December <strong>2011</strong>, use was 61 percent, an increase<br />
from 46 percent in 2010; the total also includes those who have company cars <strong>and</strong><br />
Boxer Denmark employees. With the move to the new headquarters, the possibility<br />
of subsidized public transportation has been extended to apply to all Group<br />
employees in Stockholm.<br />
One important environmental aspect for Boxer Sweden is the impact of the<br />
boxes on the environment, which will be identified in 2012 to develop a box<br />
strategy with environmental activities focused where they will make the greatest<br />
difference.<br />
Environmental activities<br />
decide d for the Swedish<br />
companie s:<br />
• Streamlining of energy consumption,<br />
e.g., at <strong>Teracom</strong> Sweden’s larger FM/TV<br />
stations.<br />
• Streamlining of fuel consumption, e.g., by<br />
continuously improving planning of work<br />
in the field for <strong>Teracom</strong> Sweden’s service<br />
organization.<br />
• Analysis of the environmental impact of<br />
Boxer Sweden’s boxes.<br />
Boxer Sweden's breakdown of<br />
climate impact<br />
Fuel 41%<br />
Business trips 38%<br />
Commuting 8%<br />
Freight transports<br />
6%<br />
Premises 4%<br />
Fuel production <strong>and</strong><br />
shipment 3%<br />
Electricity <strong>and</strong><br />
district heating 0%<br />
<strong>Teracom</strong> Sweden's breakdown of<br />
climate impact<br />
Fuel 45%<br />
Electricity <strong>and</strong><br />
district heating 31%<br />
Commuting 8%<br />
Business trips 7%<br />
Freight transports 5%<br />
Fuel production <strong>and</strong><br />
shipment 3%<br />
Premises 1%<br />
<strong>Teracom</strong> Sweden's change in<br />
climate impact<br />
1600<br />
1280<br />
960<br />
640<br />
320<br />
0<br />
A B C D E F<br />
■ 2010 ■ <strong>2011</strong><br />
A: Fuel 16%<br />
B: Electricity <strong>and</strong><br />
district heating -2%<br />
C: Commuting -23%<br />
D: Business trips -21%<br />
E: Freight transports<br />
-12%<br />
F: Fuel production <strong>and</strong><br />
shipment 9%<br />
The picture shows the areas in the operations<br />
that are monitored <strong>and</strong> converted into<br />
climate impact. The appearance of the graph<br />
for <strong>2011</strong> is primarily due to more projects<br />
<strong>and</strong> an exp<strong>and</strong>ed service organization, which<br />
resulted in higher fuel consumption. <strong>Teracom</strong><br />
Sweden has decided to make a financial<br />
compensation contribution for its carbon<br />
footprint in order to achieve its climate<br />
target.<br />
A: Bränsle 16%<br />
B: El och fjärrvärme -3%<br />
C: Pendling -6%<br />
D: Tjänsteresor -3%<br />
E: Godstransporter -12%<br />
F: Bränsleproduktion<br />
och transport 14%<br />
19
Denmark<br />
Denmark is the Group's youngest market with both network<br />
<strong>and</strong> Pay-TV operations. Boxer Denmark became operational in<br />
November 2009 following the closing of the Danish analog terrestrial<br />
network. On January 6, 2012, Boxer Denmark reached<br />
200,000 customers <strong>and</strong> the 300,000 mark was reached already<br />
in February.<br />
Sales Boxer Denmark.<br />
MSEK<br />
300<br />
200<br />
100<br />
0<br />
2009 2010<br />
■ Sales MSEK<br />
<strong>2011</strong><br />
<strong>2011</strong><br />
• Boxer Denmark exceeded 300,000 customers on February 5, 2012.<br />
• During the year TV 2 decided to become a Pay-TV channel <strong>and</strong> made<br />
the switch in January 2012.<br />
• Decision was taken to launch HDTV in Denmark in 2012.<br />
The margin for Boxer Denmark is<br />
negative due to startup costs.<br />
SEK 345<br />
million<br />
Sales for <strong>Teracom</strong> Denmark <strong>2011</strong>.<br />
During the year Group-wide Guiding Stars <strong>and</strong> leadership principles<br />
were launched. An internal mentoring program aimed at junior<br />
managers was initiated.<br />
Number of employees at Boxer Denmark: 33<br />
Number of employees at <strong>Teracom</strong> Denmark: 65<br />
19 %<br />
Operating margin for <strong>Teracom</strong><br />
Denmark <strong>2011</strong>.<br />
The carbon footprint was analyzed to identify the most important<br />
aspects on which to focus moving forward.<br />
300 000<br />
Pay-TV subscribers for Boxer Denmark<br />
February 5, 2012.<br />
<strong>Teracom</strong> Denmark has long-term contracts that provide stable revenue;<br />
new business in the telecom sector has developed with both new <strong>and</strong><br />
existing customers. Boxer Denmark has a strong position in the Danish<br />
Pay-TV market as a »Preferred Br<strong>and</strong>«; the number of subscribers<br />
increased dramatically over the past year. Revenue increased by almost<br />
80 percent over the previous year but, as expected, the result is still<br />
negative since the business is in an expansion phase.<br />
20
A multitude of channels enables<br />
niche TV viewing.<br />
21
Chris Corneliussen, Boxer<br />
Denmark’s 100,000th customer,<br />
together with Carsten<br />
Howard from Boxer Denmark.<br />
Boxer Denmark<br />
Boxer Denmark reached 100,000 customers<br />
during the first week of November <strong>2011</strong><br />
<strong>and</strong> Chris Corneliussen from Slagelse on<br />
West Seal<strong>and</strong> was the lucky customer. Chris<br />
received a 50-inch Panasonic television <strong>and</strong> a<br />
one-year subscription for Boxer Mix.<br />
»It was with great pleasure that we<br />
celebrated our 100,000th Boxer customer. We<br />
reached this important benchmark exactly<br />
two years after the digital transition. It took<br />
about 700 days to reach the first 100,000<br />
customers, less than 70 days to pass 200,000<br />
<strong>and</strong> only 30 days later we passed 300,000,«<br />
says Boxer Denmark’s CEO Steen Ulf Jensen.<br />
Pay-TV in Denmark<br />
Boxer has a government permit with exclusive rights to operate Pay-TV in four<br />
multiplexes until 2020. The purpose of issuing a permit for a Pay-TV operator, an<br />
arrangement that does not exist in Sweden or Finl<strong>and</strong>, is to increase competition<br />
in the Danish television market, a situation to which Boxer has greatly contributed.<br />
The Danish Pay-TV market, like the Swedish market before Boxer became established,<br />
is dominated by relatively large <strong>and</strong> therefore expensive TV packages. The<br />
Group's strategy has been to break in at package <strong>and</strong> price levels that are attractive<br />
to people who want the right amount of television, not too much <strong>and</strong> not too little.<br />
This strategy applies to customers with other operators who feel they do not benefit<br />
from everything they buy, as well as customers who until now have been content with<br />
the terrestrial network’s free television offering, DR <strong>and</strong> TV 2’s channels. The sense of<br />
freedom of choice created by Boxer’s flexible packaging has been extremely important.<br />
As is typical with subscription services, significant investments were required,<br />
which have resulted in initially negative results. However, once the customer base<br />
surpasses a certain level, the profits will be substantial.<br />
VALUE FOR<br />
PEANUTS<br />
Scan og se mere<br />
TV 2<br />
BEGRÆNSET ANTAL<br />
TIL INTROPRIS<br />
199kr.<br />
for 12 mdr.<br />
Betalingskanal fra 11.01.12<br />
Disse kanaler Disse kan du kanaler altid se med kan Boxer-udstyr du altid se med Boxer-udstyr<br />
Fra nytår bliver TV 2 betalingskanal.<br />
In early January, Hvis du popular ser TV 2 med TV antenne, 2 became skal du have a Boxer. Pay-<br />
OPLYSNING TIL<br />
Her TV 2 med i alle pakker og du kan endda få den<br />
SEERNE OM BOXER<br />
TV channel in Boxer Denmark’s offering.<br />
*Samlet mindstepris 237 kr. (199 kr. i årlig kortafgift + 2x19 kr. i abonnement). Gælder kun ved<br />
tilmelding til PBS. Abonnementet løber tidligst fra d. 11.01.12 – du kan som altid se TV 2 med<br />
som selvstændig kanal.<br />
Boxer-udstyr frem til denne dato.<br />
*<br />
SPAR<br />
228 kr.<br />
ekskl.<br />
modtagerudstyr<br />
Packaging <strong>and</strong> pricing<br />
Boxer has worked hard with packaging <strong>and</strong> pricing. In March, up to four extra cards<br />
were offered as part of the basic subscription – two extra cards in the basic package<br />
<strong>and</strong> two children’s cards. This means that households can easily purchase Boxer-TV for<br />
every TV in the family <strong>and</strong> thus take advantage of the simplicity with which the signals<br />
from the terrestrial network can reach an unlimited number of devices. In May, the<br />
Consumer Council's publication TÆNK named Boxer »most cost-effective TV operator«.<br />
Most important of all is that, following a political decision in March <strong>2011</strong>, TV 2<br />
became a Pay-TV channel in conjunction with the technology shift from MPEG2<br />
to MPEG4. TV 2’s transition to Pay-TV has fuelled interest in Boxer’s services <strong>and</strong><br />
although many customers are probably signing up for a subscription in order to<br />
+ årlig kortafgift<br />
på 199 kr.<br />
Samlet pris<br />
watch * TV 1. år: 2, 237 kr.* the percentage of TV 2-only subscriptions has been small. Boxer has in<br />
fact greatly increased sales of its regular subscription services in connection with<br />
the channel’s transition. The transfer of TV 2 from MPEG2 to MPEG4 was accomplished<br />
through close cooperation between sister companies Boxer Denmark <strong>and</strong><br />
<strong>Teracom</strong> Denmark since the project also involves relocation of TV 2 <strong>and</strong> its regional<br />
channels from MUX 2 to Boxer’s MUX 3.<br />
19<br />
kr./md.<br />
* Intropris i begrænset antal dog senest inden 01.04.12. Samlet mindstepris ved<br />
tilmelding til Betalingsservice: 199 kr. i årlig kortafgift. Abonnementet løber tidligst<br />
fra d. 11.01.12 – du kan som altid se TV 2 med Boxer-udstyr frem til denne dato.<br />
Normalpris pr. 01.04.12: årlig kortafgift 199 kr. + 19 kr./md.<br />
www.boxertv.dk<br />
22
Two years after its launch in November <strong>2011</strong>, Boxer passed 100,000 customers<br />
<strong>and</strong>, only 70 days later in January 2012 Boxer passed 200,000 customers. The high<br />
growth rate from the end of the year continued into 2012 <strong>and</strong> on February 5 Boxer<br />
reached a record level of 300,000 customers. Boxer began <strong>2011</strong> with four percent<br />
of the Pay-TV market <strong>and</strong> ended the year with eight percent.<br />
HDTV with DVB-T2<br />
In late 2010, the Group purchased the Danish terrestrial network operator, Broadcast<br />
Service Denmark, from the public service companies DR <strong>and</strong> TV 2. The company changed<br />
its name in January <strong>2011</strong> to <strong>Teracom</strong> A/S <strong>and</strong> is now an integrated part of the Group's<br />
business. It has already resulted in an aggressive plan to introduce HDTV to DVB-T2 in<br />
Boxer’s Denmark selection in spring 2012. Through this strategy the Danish terrestrial<br />
network has also initiated a gradual upgrade to better picture <strong>and</strong> sound quality <strong>and</strong><br />
more efficient broadcasting technology that will allow room for more services.<br />
65<br />
PR5<br />
Customer satisfaction<br />
for Boxer<br />
Denmark:<br />
56<br />
Customer<br />
satisfaction<br />
for <strong>Teracom</strong><br />
Denmark:<br />
The 800 b<strong>and</strong><br />
Denmark is planning to hold an auction for the 800 b<strong>and</strong> in early 2012. The<br />
Group has therefore been working on moving channels <strong>and</strong> vacating the 800<br />
b<strong>and</strong>. Sweden introduced a clear rule in which a disturbance, according to a<br />
given definition, must be immediately remedied at no cost to viewers. The Danish<br />
Telecommunication Authority is working on similar rules, but the decisive factor is<br />
still how they will be implemented in practice.<br />
Digital radio<br />
Denmark started broadcasting DAB at the same time as Sweden, in 1995, but has<br />
made more progress in deployment. Two multiplexes that are mainly used by DR<br />
provide 90 to 95 percent of the country’s area with good indoor reception. An estimated<br />
35 percent of the population listens to DAB radio regularly.<br />
The planning now under way involves sharing the two multiplexes between DR<br />
<strong>and</strong> future commercial channels. No decision has been taken to switch off the analog<br />
FM network, although DR has stated that it would like to see such a decision within<br />
the next few years. <strong>Teracom</strong> is actively promoting further expansion <strong>and</strong>, together<br />
with its Swedish sister company, investigating the feasibility of introducing DAB+.<br />
Radio is part of the Group's core business <strong>and</strong> the Group is at the forefront of the<br />
transition to digital radio which, in one way or another, is underway in most countries.<br />
Environmental coordinators<br />
The environmental coordinators are responsible<br />
for proposing, supporting <strong>and</strong> following<br />
up on agreed environmental activities in<br />
order for the companies to achieve the<br />
overall environmental goal. Since impact of<br />
the companies on the environment varies,<br />
the focus varies, too; for example, <strong>Teracom</strong><br />
Denmark focuses on energy efficiency<br />
for broadcasting equipment, while Boxer<br />
Denmark has chosen to review its electricity<br />
subscription <strong>and</strong> travel arrangements. The<br />
environmental coordinators themselves<br />
represent extensive expertise in the business.<br />
Environmental activities decided<br />
for the Danish companies<br />
• Review the possibilities for changing electricity<br />
subscriptions <strong>and</strong> improving travel<br />
procedures for Boxer Denmark.<br />
• Review broadcast equipment, etc., for<br />
<strong>Teracom</strong> Denmark to make it more energy<br />
efficient.<br />
Large inflow of customers poses challenges for Boxer Denmark<br />
Boxer’s customer satisfaction dropped to 65 (67), still somewhat over the industry<br />
average. Customer growth surged at Boxer during the year <strong>and</strong> a small portion of<br />
customers had to contact customer service, at the same time as the total number<br />
of calls increased. The score is still better than the average in the market <strong>and</strong> Boxer<br />
is perceived as the most cost-effective operator.<br />
<strong>Teracom</strong> achieved a customer satisfaction score of 56 in its first survey as part<br />
of the <strong>Teracom</strong> Group. Customers perceive <strong>Teracom</strong> as a company that delivers<br />
high-quality products <strong>and</strong> offers a selection of services with market-oriented<br />
service levels. Areas for improvement that <strong>Teracom</strong> Denmark will focus on are<br />
image in the market <strong>and</strong> customer loyalty.<br />
Environmental work<br />
Focused environmental work is in the startup phase in Denmark. The carbon footprint<br />
was analyzed to identify the most important aspects to focus on moving<br />
forward. Emissions from largely coal-based electricity in <strong>Teracom</strong> Denmark drastically<br />
increase the Group's total emissions. A large <strong>and</strong> important challenge<br />
for <strong>Teracom</strong> Denmark is therefore to reduce energy consumption by working to<br />
achieve more efficient electricity use.<br />
Boxer Denmark’s breakdown of<br />
climate impact<br />
Business trips 44%<br />
Fuel 32%<br />
Premises 13%<br />
Freight transports<br />
6%<br />
Commuting 3%<br />
Fuel production <strong>and</strong><br />
shipment 2%<br />
Electricity <strong>and</strong><br />
district heating 0%<br />
<strong>Teracom</strong> Denmark’s breakdown of<br />
climate impact<br />
Electricity <strong>and</strong><br />
district heating 95%<br />
Premises 2%<br />
Business trips 1%<br />
Commuting 1%<br />
Fuel 1%<br />
Freight transports 0%<br />
Fuel production <strong>and</strong><br />
shipment 0%<br />
23
Finl<strong>and</strong><br />
PlusTV is the largest Pay-TV operator for individual subscribers<br />
on the Finnish market <strong>and</strong> the terrestrial network is the<br />
dominant TV platform.<br />
Sales PlusTV<br />
MSEK<br />
600<br />
400<br />
200<br />
0<br />
2009 2010<br />
■ Sales MSEK<br />
Operating margin PlusTV<br />
%<br />
0<br />
-5<br />
<strong>2011</strong><br />
<strong>2011</strong><br />
• Intensive efforts together with several broadcasters have been made<br />
to increase the attractiveness of Pay-TV.<br />
• PlusTV’s churn has decreased during the year as a result of methodical<br />
work.<br />
• In February a new flexible packaging structure with attractive price<br />
points was launched. During the fall, additional cards were introduced<br />
as part of the offering.<br />
-10<br />
-15<br />
-20<br />
2009 2010 <strong>2011</strong><br />
■ Operating margin %<br />
During the year, Group-wide Guiding Stars <strong>and</strong> leadership principles<br />
were launched. An internal mentoring program aimed at junior<br />
managers was initiated.<br />
Number of employees at PlusTV: 30<br />
237 800<br />
Pay-TV subscribers for PlusTV on<br />
December 31, <strong>2011</strong>.<br />
Environmental work in Finl<strong>and</strong> is in the startup phase. To promote<br />
internal involvement, the company formed a separate environmental<br />
group.<br />
The Finnish Pay-TV market has exhibited weak growth during a twoyear<br />
period due to the wide selection of free TV. Dem<strong>and</strong> is also driven<br />
by the seasons for sporting events, which had a positive impact on sales<br />
toward the end of the year in connection with the ice hockey <strong>and</strong> skiing<br />
seasons.<br />
As a result of good sales <strong>and</strong> decreasing churn, the customer base grew<br />
by almost 13,000 customers in the fourth quarter.<br />
24
Social media evolve exponentially. Every day, broadcast TV<br />
delivers new <strong>and</strong> interesting topics.<br />
25
Kimi »The Iceman« Räikkönen<br />
is back in Formula 1 <strong>and</strong> is<br />
broadcast exclusively on MTV3<br />
MAX <strong>and</strong> PlusTV<br />
TV viewing in Finl<strong>and</strong> is strongly related to<br />
sports <strong>and</strong> sporting events, especially sports<br />
that involve wheels. This type of content <strong>and</strong>,<br />
of course, the rights to it, are crucial for the<br />
number of subscribers <strong>and</strong> viewers. PlusTV<br />
has exclusive rights in the terrestrial network<br />
for the channel that will broadcast Formula 1<br />
with the very popular Formula 1 driver: Kimi<br />
»The Iceman« Räikkönen, who signed a two<br />
year contract with Renault.<br />
Finnish market<br />
The Group acquired a majority shareholding in PlusTV in 2009 when the company<br />
was three years old <strong>and</strong> had worked up a sizable customer base. However, the<br />
customer base has declined since then because the aim was to have a stable stock<br />
of long-term loyal customers, rather than to have many customers at any cost.<br />
Churn is significantly lower today than it was three years ago <strong>and</strong> it is also on<br />
the decline. The Finnish market differs from the other Nordic markets because the<br />
major broadcasters have traditionally focused on advertising-supported Free to<br />
Air television <strong>and</strong> to a lesser degree on developed channels for Pay-TV. The large<br />
number of free TV channels poses challenges because viewers are not accustomed<br />
to subscribing for Pay-TV to be able to see their regular TV channels. People are<br />
willing to pay for exclusive sports rights, but that is an expensive way to get<br />
customers.<br />
Packaging<br />
The Group is working intensively with the broadcasters to find opportunities<br />
to transfer interesting content to Pay-TV in a way that commercially benefits<br />
both parties. For the broadcasters, Pay-TV provides a relatively secure source of<br />
financing, unlike advertising, which is highly cyclical. At the beginning of the year,<br />
the Verraton package was launched with five new Pay-TV channels, including a<br />
sports channel that left the free TV domain. Intensive collaboration with Canal+<br />
during the spring culminated in the launch of the fantasy series Game of Thrones.<br />
As a result, Canal+ sales increased by 150 percent in April <strong>and</strong> 75 percent in May.<br />
26
Because Pay-TV is closely associated with sports, subscribers come <strong>and</strong> go on a<br />
fairly regular basis, depending on the season. MTV3, the large Bonnier-owned<br />
program company, purchased the rights to the major ski races next year <strong>and</strong> the<br />
plan is to broadcast most of them as Pay-TV, with a positive impact on sales in the<br />
autumn.<br />
The aim is to work with broadcasters to create Pay-TV packages that are interesting<br />
for permanent subscriptions, just like those on the other Nordic markets<br />
where Pay-TV penetration is almost 80 percent of households, compared with<br />
around 35 percent in Finl<strong>and</strong>.<br />
The Finnish terrestrial network currently has three network <strong>and</strong> three Pay-TV<br />
operators. However, new players find it difficult to break into the market because<br />
of the low growth rate <strong>and</strong> PlusTV is holding on as the major operator with the<br />
most interesting offering <strong>and</strong> the strongest br<strong>and</strong>. The new Pay-TV operators<br />
have focused on HDTV, but this appears to be a bit premature since interest in the<br />
market has been limited.<br />
HDTV<br />
In the long run, however, HDTV is interesting since large screens need a better<br />
image st<strong>and</strong>ard, so preparations are underway to launch HDTV. Preparations are<br />
also in progress to launch Boxer’s On Dem<strong>and</strong> service <strong>and</strong> to bring Boxer <strong>and</strong><br />
PlusTV closer together in every way. The impact of PlusTV’s offering could increase<br />
considerably by quickly launching Group-wide services.<br />
Future<br />
The Group’s focus is on combining the roles of network <strong>and</strong> Pay-TV operators<br />
to influence the development, thereby increasing the competitiveness of terrestrial<br />
networks, <strong>and</strong> if this is not feasible, effecting closer cooperation. In Finl<strong>and</strong>,<br />
the strategy is to invest in an appropriate number of Pay-TV channels with the<br />
right content. Appropriate packaging <strong>and</strong> pricing have been the priority, as well<br />
as increasing the Group’s presence in the retail sector. Here PlusTV has a major<br />
competitive advantage because the company <strong>and</strong> the br<strong>and</strong> are well known,<br />
representing good services <strong>and</strong> reliable delivery in the eyes of the customer. Thus,<br />
in the Finnish market, competition is within the terrestrial network to a greater<br />
extent, whereas in other countries competition is between the terrestrial network<br />
<strong>and</strong> other TV platforms. The strategy must therefore be slightly different than in<br />
other markets, <strong>and</strong> the aim is to promote development of the Finnish terrestrial<br />
network <strong>and</strong> to become more competitive over time. The most immediate task is<br />
to continue strengthening the position of Pay-TV in the Finnish market, so that<br />
both operators <strong>and</strong> broadcasters can have the financial resources to develop the<br />
services that viewers <strong>and</strong> customers will dem<strong>and</strong> in the future.<br />
Customers appreciated the repackaging, but they want more<br />
Overall satisfaction among PlusTV customers remained at about the same level in<br />
<strong>2011</strong>, 62 (63), which is somewhat below average for the industry (65). The major<br />
categories of product quality, service quality <strong>and</strong> affordability have all improved.<br />
The fact that overall satisfaction does not reflect satisfaction with price <strong>and</strong><br />
product is probably due to higher expectations, fueled by new players on the<br />
market.<br />
62<br />
PR5<br />
Customer satisfaction<br />
for PlusTV:<br />
Green power in Finl<strong>and</strong><br />
Seven employees who are also environmental<br />
role models have gathered in Finl<strong>and</strong> to<br />
discuss how PlusTV employees can easily<br />
<strong>and</strong> conveniently increase the environmental<br />
commitment of the company. Elina Leino,<br />
environmental coordinator <strong>and</strong> Head of PR<br />
<strong>and</strong> Communications at PlusTV, is behind the<br />
initiative. The group calls itself Green Power<br />
<strong>and</strong> plans for 2012 include holding garage<br />
sales, increasing waste sorting <strong>and</strong> collecting<br />
clothes for charity. »It's a fun initiative that<br />
may provide motivation <strong>and</strong> visibility for the<br />
agreed major environmental activities to be<br />
carried out in 2012,« says Maria Åstr<strong>and</strong>,<br />
Environmental Manager at <strong>Teracom</strong> Group.<br />
Environmental activities<br />
decided for PlusTV<br />
• Review travel procedures <strong>and</strong> reduce<br />
emissions from travel for PlusTV.<br />
• Increase internal environmental commitment<br />
at PlusTV.<br />
PlusTV’s breakdown of climate impact<br />
Business trips 78%<br />
Commuting 11%<br />
Fuel 10%<br />
Premises 1%<br />
Fuel production <strong>and</strong><br />
shipment 1%<br />
Electricity <strong>and</strong><br />
district heating 0%<br />
Freight transports 0%<br />
Environmental work at PlusTV<br />
Environmental work in Finl<strong>and</strong> is also in the startup phase. To promote internal<br />
involvement, the company formed a separate environmental group, »Green Power«.<br />
The hope is that this initiative will increase the penetration of larger environmental<br />
activities, such as reducing travel.<br />
27
<strong>Sustainability</strong><br />
- corporate<br />
responsibility<br />
The <strong>Teracom</strong> Group has developed greatly in recent years <strong>and</strong><br />
sustainability has become more important both internally <strong>and</strong><br />
externally.<br />
The Group's sustainability efforts have been categorized based<br />
on the three concepts of society, environment <strong>and</strong> finance.<br />
• Read more about how our sustainability work is guided in the Directors’ <strong>Report</strong>.<br />
28
Many of the Group's masts <strong>and</strong> facilities are located in remote places.<br />
The easiest way for <strong>Teracom</strong>'s service technicians to reach Ryfjället,<br />
1,413 meters above sea level, is by helicopter or snowmobile.<br />
29
The <strong>Teracom</strong> Group’s sustainability<br />
efforts<br />
How the Group communicates<br />
with its different stakeholders<br />
Owner<br />
Customers<br />
Employees<br />
Suppliers<br />
Ongoing dialogue,<br />
reporting<br />
Ongoing dialogue, customer<br />
surveys, seminars<br />
Employee reviews,<br />
surveys<br />
Purchasing policy, regular<br />
evaluations<br />
Materiality analysis<br />
When the <strong>Teracom</strong> Group's sustainability efforts were initiated in 2008, the work<br />
group at that time conducted a relevance analysis. This analysis identified stakeholders,<br />
the Group's level of influence <strong>and</strong> control over stakeholders <strong>and</strong> the<br />
importance of stakeholder relationships in terms of sustainability. The result was<br />
a compilation of important target groups, which are listed in the adjacent table.<br />
At the same time, a relevance analysis was conducted of sustainability issues<br />
that provided the basis for the selection of indicators, as well as the selection of<br />
reporting areas for governance. Since then, prioritized issues associated with the<br />
Group's sustainability efforts have been analyzed <strong>and</strong> developed in accordance<br />
with decisions by the governance group. These decisions, along with action plans,<br />
provide the guidance for continued sustainability efforts.<br />
Partners<br />
Ongoing dialogue<br />
Media<br />
Government<br />
Authorities/<br />
Departments<br />
General Public<br />
The <strong>Teracom</strong> Group’s<br />
prioritized areas<br />
Society<br />
• Employees<br />
• Suppliers<br />
• Media plurality<br />
Environment<br />
• Greenhouse gas emissions<br />
• Legal requirements<br />
Finance<br />
• Financial value generated<br />
Contact should be based on<br />
facts, accessibility, relevance<br />
<strong>and</strong> honesty<br />
Ongoing dialogue, feedback<br />
on proposals<br />
Customer service, online<br />
Follow-up of the action plan<br />
<strong>2011</strong><br />
• The most important sustainability aspect is the Group's carbon footprint. The<br />
<strong>Teracom</strong> Group therefore set a new objective to reduce its CO 2<br />
emissions, for<br />
application beginning in <strong>2011</strong>.<br />
• <strong>Sustainability</strong> assessments of the Group's suppliers are an important component<br />
of taking greater responsibility for the Group's sustainability impact.<br />
These efforts also exp<strong>and</strong>ed in <strong>2011</strong> by entering into a dialogue with small<br />
suppliers <strong>and</strong> suppliers to all of the Group’s companies.<br />
• A survey is being conducted to identify the consumables used by <strong>Teracom</strong><br />
Sweden <strong>and</strong> how these items are purchased. This will allow for stricter<br />
requirement s on such repeat purchases.<br />
• The travel patterns within the Group will also be reviewed with the aim of<br />
achieving conformance on how travel <strong>and</strong> meetings are conducted.<br />
• In 2010 <strong>and</strong> <strong>2011</strong>, the <strong>Teracom</strong> Group focused on corporate governance <strong>and</strong><br />
forming an affiliated company.<br />
• <strong>Sustainability</strong> dialogues with key customers will be implemented over the next year.<br />
• <strong>Teracom</strong> Denmark is now an integrated part of the <strong>Sustainability</strong> <strong>Report</strong>.<br />
Action plan<br />
2012<br />
• Review the travel process for the entire Group with the goal of creating a<br />
Group-wide travel <strong>and</strong> meeting policy.<br />
• Develop the sustainability assessment of the Group's suppliers.<br />
• Hold stakeholder dialogues with the most important customers.<br />
• Begin implementation of the environmental goal for all companies within the<br />
Group.<br />
2013-2014<br />
• Enter into a dialogue with other stakeholders: ones that have shown a direct<br />
interest <strong>and</strong> ones that have been identified by the Group (such as customers<br />
<strong>and</strong> suppliers).<br />
2015<br />
• Complete sustainability assessments for suppliers that account for 80 percent<br />
of the Group's purchasing costs.<br />
30
Environmental impact<br />
The Group’s companies have offices, products, facilities <strong>and</strong> networks<br />
that all affect the environment in one way or another.<br />
Since 2008, efforts have been underway to document the ways<br />
in which the Group most significantly affects the environment.<br />
Today there is a good picture of the environmental impact of the<br />
organization <strong>and</strong> the areas of improvement that require work.<br />
• Read more in the Directors’<br />
<strong>Report</strong>/Corporate Governance<br />
<strong>Report</strong> regarding environmental<br />
management for environmental<br />
incidents within the Group.<br />
Environmental goal<br />
The <strong>Teracom</strong> Group's environmental goal is to decrease the Group's climate impact<br />
each year. In <strong>2011</strong> the goal for <strong>Teracom</strong> Sweden was to reduce greenhouse gas<br />
emissions by an average of 3 percent per year <strong>and</strong>, moving forward, this goal<br />
applies to the entire Group.<br />
To achieve these reductions, the main strategy is to make the operations more<br />
efficient. Gradually switching over to renewable energy sources <strong>and</strong> more modern<br />
technology will help the <strong>Teracom</strong> Group achieve its environmental goal. As a last<br />
resort, compensation for emissions will be considered.<br />
In <strong>2011</strong>, the Group carried out a series of activities aimed at identifying its<br />
environmental impact, gaining better control over it, setting up action plans <strong>and</strong><br />
developing dialogues with stakeholders.<br />
The <strong>Teracom</strong> Group has an<br />
impact on the environment<br />
primarily in three areas:<br />
• Electricity consumption<br />
• Fuel consumption<br />
• Emissions associated with the goods <strong>and</strong><br />
services it purchases, such as business<br />
travel <strong>and</strong> shipments.<br />
Examples of activities carried out in <strong>2011</strong><br />
• To achieve better control of <strong>Teracom</strong> Sweden's waste management, the<br />
company continued to work with the central agreement for all offices <strong>and</strong><br />
stations in Sweden. Implementation is now complete <strong>and</strong> will be further evaluated<br />
in 2012.<br />
• Since 2009, the Group has carried out supplier assessments which are now a<br />
natural part of the purchasing process. Suppliers are asked about issues such<br />
as environmental work, human rights <strong>and</strong> quality.<br />
• The Group has conducted a survey of its environmental impact from <strong>Teracom</strong><br />
Denmark’s activities.<br />
• Boxer has continued to encourage its employees to leave their cars at home<br />
by offering an environmental bonus for using public transport <strong>and</strong> in 2012 all<br />
Group employees in Stockholm have the opportunity to receive subsidies for<br />
public transportation.<br />
In order for the <strong>Teracom</strong> Group to achieve its environmental goal in 2012, the<br />
companies decided to carry out environmental activities (see examples in the<br />
section for each country). In addition, the Group will also engage in Group-wide<br />
activities in the following areas:<br />
• Revision of the environmental policy <strong>and</strong> clarifications to the management<br />
system <strong>and</strong> environmental processes<br />
• Follow-up of goals <strong>and</strong> activities<br />
• Environmental communication – internally <strong>and</strong> externally<br />
• Car policy <strong>and</strong> tougher environmental requirements when purchasing vehicles<br />
A new car policy will be developed in 2012.<br />
-3%<br />
The <strong>Teracom</strong> Group will reduce<br />
greenhouse gas emissions by an<br />
average of 3 percent annually.<br />
31
The Group's breakdown of<br />
climate impact<br />
Electricity <strong>and</strong><br />
district heating 78%<br />
Fuel 11%<br />
Business trips 4%<br />
Commuting 3%<br />
Premises 2%<br />
Freight transports 1%<br />
Fuel production <strong>and</strong><br />
shipment 1%<br />
• Improvement of travel patterns, including better opportunities for video<br />
conferences<br />
• More stringent environmental <strong>and</strong> energy requirements when making<br />
purchases<br />
Energy consumption <strong>and</strong> environmental impact<br />
The <strong>Teracom</strong> Group's largest impact on the environment is from fuel <strong>and</strong> energy<br />
consumption, which also directly impacts the Group’s operating costs.<br />
In order to decrease the Group's fuel <strong>and</strong> energy consumption, a number of<br />
initiatives have been implemented to streamline its energy use. Data on direct<br />
<strong>and</strong> indirect energy consumption has also been compiled <strong>and</strong> converted into CO 2<br />
equivalents. In <strong>2011</strong>, data on <strong>Teracom</strong> Denmark’s consumption was also identified<br />
<strong>and</strong> converted into CO 2<br />
equivalents in order to quantify the Group’s carbon<br />
footprint. This work has been used to set goals <strong>and</strong> form action plans that will<br />
reduce the environmental impact.<br />
EN3<br />
The Group's fuel consumption<br />
The Group's direct energy consumption is the fuel consumed by the various<br />
combustion engines owned or leased by its companies. In <strong>2011</strong>, fuel consumption<br />
increased due to an increase in the service business. For example, the Group's<br />
direct energy consumption comes from its use of:<br />
• Company cars (business use <strong>and</strong>/or private use), snowmobiles, four-wheelers,<br />
all-terrain vehicles, etc., that are fueled by diesel, gasoline or ethanol.<br />
• Mast elevators <strong>and</strong> mobile power stations that are fuelled by gasoline.<br />
• Backup power stations fuelled by diesel.<br />
facts<br />
Greenhouse effect<br />
Heating of the surface of the earth caused by<br />
the earth’s atmosphere. The effect is due to<br />
part of the thermal radiation from the earth's<br />
surface being re-radiated back to the earth<br />
after being absorbed by the atmosphere.<br />
CO 2<br />
equivalents<br />
A common unit of measure that makes it<br />
possible to compare the climate impact of<br />
various greenhouse gases, their converted<br />
greenhouse effect expressed in the equivalent<br />
amount of carbon emissions.<br />
CO 2<br />
emission<br />
EN4<br />
Emissions of carbon dioxide or converted<br />
equivalents.<br />
Electricity consumption of network companies<br />
Operating a nationwide terrestrial network for TV broadcast consumes a great deal<br />
of electricity. The <strong>Teracom</strong> Group has offices <strong>and</strong> stations that use energy, specifically<br />
electricity, heat <strong>and</strong> cooling. In <strong>2011</strong> energy consumption for the Group was<br />
about 139 GWh. The GRI index presents the Group’s total consumption of electricity<br />
<strong>and</strong> heat purchased directly from producers as well as the energy consumption<br />
of premises using indicator EN4 (energy consumption for premises was<br />
reported in 2010 in indicator EN17).<br />
The Group's indirect energy consumption comes from its use of electricity,<br />
district cooling <strong>and</strong> district heating. The network companies’ services (broadcasting)<br />
<strong>and</strong> operation of stations in Sweden <strong>and</strong> Denmark account for 98 percent of<br />
energy consumption.<br />
The production mix for electricity in the Danish operation consists of 27<br />
percent renewable energy sources (biomass/biogas <strong>and</strong> wind/water <strong>and</strong> solar<br />
energy) <strong>and</strong> 73 percent non-renewable energy sources (mainly coal) <strong>and</strong> explains<br />
the large increase (four times greater than 2010) in the Group's emissions.<br />
About 99 percent of <strong>Teracom</strong> Sweden’s energy consumption is electricity<br />
purchased from an electricity supplier where the primary energy sources consist of<br />
53 percent renewable energy <strong>and</strong> 47 percent non-renewable energy sources. The<br />
renewable sources are primarily water power <strong>and</strong>, to a smaller extent, wind power.<br />
The non-renewable sources consist almost exclusively of nuclear power. Electricity<br />
subscriptions in the two countries have a variable production mix from year to<br />
year, which means that emissions for the <strong>Teracom</strong> Group change in the same way.<br />
An electricity loss of about 3 to 9 percent occurs during transmission from power<br />
plant to <strong>Teracom</strong> Sweden's facilities.<br />
32
The Group's greenhouse gas emissions<br />
To reflect the Group's total carbon footprint <strong>and</strong> identify which parts can be<br />
improved, the Group compiled its total direct <strong>and</strong> indirect greenhouse gas emissions<br />
<strong>and</strong> converted its energy use to CO 2<br />
equivalents. In <strong>2011</strong>, the Group further<br />
documented its impact by including transports (freight shipments, business travel<br />
<strong>and</strong> commuting), fuel production <strong>and</strong> energy usage at the Group's leased facilities.<br />
This work will continue to evolve in 2012.<br />
EN16<br />
EN17<br />
Product responsibility<br />
In the fall of <strong>2011</strong>, the <strong>Teracom</strong> Group realized that it had not properly addressed<br />
its product responsibility for certain consumer electronic equipment<br />
that was imported <strong>and</strong> sold in the Nordic market in <strong>2011</strong>due to<br />
changed sales processes in the Boxer companies. New internal<br />
procedures were adopted <strong>and</strong> cooperation has been initiated<br />
with organizations in different countries, which help<br />
the company meeting the obligations of its product<br />
responsibility. These organizations are: Repa <strong>and</strong><br />
El-kretsen in Sweden, <strong>and</strong> Elretur in Denmark.<br />
In Finl<strong>and</strong>, no electronic products have been<br />
sold yet, though a similar collaboration will be<br />
launched before sales begin<br />
in the spring of 2012.<br />
SUNDSVALL<br />
STOCKHOLM<br />
HELSINGFORS<br />
KÖPENHAMN<br />
The picture shows the environmental impact of the <strong>Teracom</strong> Group through<br />
activities that the Group carries out within the business. Examples are electricity <strong>and</strong> fuel<br />
consumption, as well as transports, business trips <strong>and</strong> the use of offices. The red <strong>and</strong> white<br />
markings on the map symbolize where the Group has its larger FM/TV masts.<br />
33
Employees<br />
For the <strong>Teracom</strong> Group, highly motivated <strong>and</strong> committed employees<br />
is a strategic issue <strong>and</strong> a necessity for the Group to<br />
achieve its goals; the aim is to create a truly attractive workplace.<br />
The year was characterized by intensive work with the<br />
Group-wide Guiding Stars <strong>and</strong> leadership principles.<br />
Group-wide<br />
mentoring program<br />
Catarina Myhrman, section manager for Network<br />
Systems at the Networks department<br />
within <strong>Teracom</strong> Sweden, is one of this year's<br />
novices in the Group’s newly started mentoring<br />
program. Her mentor is none other than<br />
the Group's CEO, Crister Fritzson<br />
»Of course I’m looking forward to having<br />
Crister as my mentor. He is a clear <strong>and</strong><br />
inspiring leader, <strong>and</strong> it is truly a privilege to<br />
have the opportunity to discuss leadership<br />
<strong>and</strong> other important matters with him,« says<br />
Catarina Myhrman.<br />
Leadership<br />
The Group’s core values <strong>and</strong> Guiding Stars are important in its effort to act as a<br />
unified business <strong>and</strong> encourage employees to work toward the same goals. The<br />
Group's managers play an important role in this process. Five leadership principles<br />
will help to guide them in their daily work. Leadership must be business-driven,<br />
action-oriented, communicative, involving <strong>and</strong> goal-oriented. Creating a common<br />
culture <strong>and</strong> obtaining an underst<strong>and</strong>ing of the entire business process goes h<strong>and</strong><br />
in h<strong>and</strong> with developing the Group's leadership principles. How well our managers<br />
live up to the leadership principles is assessed in the annual employee survey.<br />
A mentoring initiative was implemented during the year. A structure for a<br />
Group-wide internal mentoring program was designed. The program began in<br />
January 2012 <strong>and</strong> will continue for one year. The target group is junior managers<br />
who want to develop their leadership skills, <strong>and</strong> mentors are members of corporate<br />
<strong>and</strong> Group management. In addition, since 2008 the Group has participated in<br />
Womentor, a mentor program for women early in their managerial career in the IT<br />
<strong>and</strong> telecom industry.<br />
Group-wide Guiding Stars in the <strong>Teracom</strong> Group<br />
During the year, the Group presented new common Guiding Stars. Formulating<br />
these new Guiding Stars was a thorough initiative that used the previous values<br />
<strong>and</strong> guiding principles of the five companies as a point of departure. After just<br />
six months, 65 percent of employees felt they could identify with the words that<br />
describe their daily work <strong>and</strong> how the Group wants customers to perceive us.<br />
We simplify, We build trust, We make a difference<br />
Leadership principles within the <strong>Teracom</strong> Group<br />
Business-driven<br />
By underst<strong>and</strong>ing a changing world <strong>and</strong> choosing<br />
a proactive approach, we can act in time <strong>and</strong> take<br />
calculated risks. Our ability to weigh customer<br />
benefits against our own profitability requirements<br />
will help us secure business in the long term.<br />
Action-oriented<br />
By making decisions based on experience, judgment<br />
<strong>and</strong> available facts, we will reach our goals<br />
even without a requirement for consensus. We<br />
act decisively <strong>and</strong> energetically to ensure effective<br />
delivery.<br />
Communicative<br />
By being transparent, honest <strong>and</strong> clear, we build<br />
security <strong>and</strong> bring out the best in our employees.<br />
Our communicative mission is to create an open<br />
dialogue for mutual underst<strong>and</strong>ing of our reality.<br />
Involving<br />
By recognizing the talents <strong>and</strong> diversity of our<br />
employees, we create participation <strong>and</strong> a strong<br />
sense of cohesiveness within the Group. Our<br />
enthusiasm for being leaders <strong>and</strong> role models is<br />
obvious <strong>and</strong> provides energy for everyone.<br />
Target-driven<br />
By clearly linking individual goals to Group goals<br />
<strong>and</strong> long-term strategy, we create motivation <strong>and</strong><br />
accountability. We ensure our goals by always<br />
prioritizing, following up on results, acting on<br />
deviations <strong>and</strong> celebrating successes.<br />
34
To further gain support for the Guiding Stars within the organization, a Guiding<br />
Star Team monitors <strong>and</strong> promotes their development <strong>and</strong> use. Of course it is<br />
everyone's job, especially the managers, to contribute to a development in which<br />
the Guiding Stars are used as an aid in day-to-day activities, but the Guiding Star<br />
Team is an assurance that all of the activities carried out are also rooted in the<br />
cultures <strong>and</strong> countries in which the Group is active.<br />
Employee survey<br />
The Group carried out a joint <strong>and</strong> Group-wide employee survey for the first time in<br />
<strong>2011</strong>. The <strong>Teracom</strong> Group intends to conduct such surveys regularly to evaluate the<br />
effectiveness of employee motivation <strong>and</strong> identify areas that could be improved.<br />
The response rate was an impressive 95 percent <strong>and</strong> the results are summarized<br />
through two indexes: Team Efficiency Index (TEI) <strong>and</strong> Leadership index (LSI). The<br />
<strong>2011</strong> survey shows a TEI for the Group of 83, with an external benchmark index<br />
of 85.<br />
The goal for next year's survey is to achieve 90 for the entire Group. Boxer<br />
Denmark has the highest TEI (89). About 40 percent of the Group’s employees feel<br />
there are no obstacles at all to efficiency or productivity.<br />
The Leadership Index for the <strong>Teracom</strong> Group (an aggregate average of all<br />
managers) was 70, which is slightly lower than the benchmark (71). Group<br />
Functions, Boxer Sweden, <strong>Teracom</strong> Sweden <strong>and</strong> <strong>Teracom</strong> Denmark are slightly<br />
below the benchmark, while PlusTV is slightly above. Boxer Denmark scored above<br />
the index. The survey shows that managers do a relatively good job of complying<br />
with the leadership principles.<br />
Regarding commitment, which is essentially based on two parameters, energy<br />
level <strong>and</strong> clarity of objectives, the energy level is higher than clarity of objectives<br />
within the Group. In all, 65 percent believe they underst<strong>and</strong> how the work group’s<br />
objectives support the corporate goals <strong>and</strong> 58 percent feel that the work group’s<br />
goals are converted into individual goals.<br />
All work groups have analyzed the results, in part to underst<strong>and</strong> how strengths<br />
can be retained or enhanced, <strong>and</strong> in part to identify reasons for weaknesses. All<br />
work groups establish an action plan with relevant <strong>and</strong> practical activities aimed at<br />
improving the working climate <strong>and</strong> thus profitability.<br />
Leadership <strong>and</strong> efficiency<br />
One of the managers in the <strong>Teracom</strong> Group<br />
who received both a high LSI <strong>and</strong> TEI in <strong>2011</strong><br />
is Magnus Oldenburg, CIO <strong>Teracom</strong> Sweden.<br />
»The most important aspect about my<br />
approach to leadership is to have an open<br />
dialogue with my staff so they feel part of<br />
the Group’s development.«<br />
Employee performance <strong>and</strong><br />
development review<br />
• 94 percent of employees had performance<br />
reviews during the past 12 months.<br />
• 86 percent received established goals <strong>and</strong><br />
a development plan.<br />
• 81 percent received feedback on their performance<br />
in relation to established goals.<br />
facts<br />
LA12<br />
TEI: Team Efficiency Index – measure of the<br />
work conditions in the Group with a focus on<br />
profitability.<br />
LSI: Leadership Index – measures leadership<br />
based on parameters such as the leadership<br />
principles.<br />
Kayaking<br />
In addition to the possibility to receive individual wellness subsidies,<br />
various group activities are arranged. A greatly appreciated activity<br />
in Stockholm is Kayaking, where employees have swiftly claimed the<br />
approximately dozen openings. Thomas Rabbing at <strong>Teracom</strong> Sweden’s facilities<br />
group is the driving force behind the activity. »For many years we<br />
have kayaked on Lake Mälaren one evening right before Midsummer. The<br />
weather gods have usually been with us, but obviously we’ve experienced<br />
strong winds, rain <strong>and</strong> thunderstorms. The accompanying leaders have<br />
taken good care of us. Some participants have taken a dip, both when<br />
going ashore <strong>and</strong> out on the open water. We'll see where we go in the<br />
summer of 2012, it isn’t written in stone.«<br />
35
Media plurality requires a<br />
long-term perspective<br />
HR2<br />
The <strong>Teracom</strong> Group’s customers expect well-functioning services,<br />
provided in equally well-functioning <strong>and</strong> reliable terrestrial<br />
networks. Regardless whether the customer is a broadcaster,<br />
program company or end user, they should be able to dem<strong>and</strong> a<br />
long-term perspective in terms of both program selection <strong>and</strong><br />
technical infrastructure.<br />
Supplier assessments<br />
The <strong>Teracom</strong> Group has an established <strong>and</strong><br />
effective procedure for the assessment of<br />
suppliers.<br />
In <strong>2011</strong>, <strong>Teracom</strong> Sweden evaluated<br />
95 of its suppliers (which corresponds with<br />
80 percent of <strong>Teracom</strong> Sweden's purchasing<br />
volume). Of the 95 suppliers, 81 responded<br />
<strong>and</strong> 69 were approved.<br />
Development of the terrestrial network – a sustainability issue<br />
As part of its customers' expectations <strong>and</strong> dem<strong>and</strong>s on the Group's business,<br />
<strong>Teracom</strong> Group needs to integrate sustainability aspects into its business processes;<br />
only then will the necessary controls be created to ensure that investments are made<br />
in the right areas, with high dem<strong>and</strong>s for quality <strong>and</strong> the lowest possible impact on<br />
the environment. The trust of the various stakeholders is the guarantee for a longterm<br />
distribution strategy based on a well-functioning terrestrial network, which<br />
in turn ensures secure transfer of social information as well as independant media.<br />
Investments <strong>and</strong> reinvestments<br />
A business based on a nationwide infrastructure must continuously invest in<br />
new technology that enables new products <strong>and</strong> services. This technology is an<br />
important requirement for long-term competitiveness. Investments in facilities,<br />
transmitting networks <strong>and</strong> technology systems are a major part of the Group’s<br />
assets, <strong>and</strong> part of this responsibility is therefore to nurture this infrastructure by<br />
implementing a long-term reinvestment plan. Consumer boxes <strong>and</strong> other receiving<br />
equipment also comprise an important component of the total investment that<br />
various stakeholders make in the terrestrial networks. Because many players share<br />
utilization of the infrastructure, the <strong>Teracom</strong> Group can achieve safe <strong>and</strong> costeffective<br />
distribution for an infinite number of receivers.<br />
Licensing<br />
By design, terrestrial networks are open to a variety of content producers <strong>and</strong><br />
spectrum is assigned through national licensing rather than strictly commercial<br />
principles, which guarantees freedom of expression. The <strong>Teracom</strong> Group has a<br />
responsibility to monitor development in this area to best adapt new investments<br />
<strong>and</strong> reinvestments to the conditions that licensing creates. For the past few years,<br />
the <strong>Teracom</strong> Group has also actively participated in BNE, a European organization<br />
that aims to provide the terrestrial networks with the right competitive conditions<br />
in relation to other means of distribution.<br />
36
Customers<br />
The <strong>Teracom</strong> Group has extremely satisfied customers <strong>and</strong> to retain this position the<br />
Group’s customers must be able to count on availability <strong>and</strong> reliability throughout<br />
the chain, from customer service to broadcasting. For many years, customers have<br />
been actively involved in prevention <strong>and</strong> monitoring; for example, joint exercises<br />
are carried out with major customers, as are reviews of operations at regular intervals.<br />
Monitoring services are important components of customer agreements, as is<br />
regular reporting of availability <strong>and</strong> network capacity. Investments in robustness<br />
<strong>and</strong> contingency procedures are essential for customers’ confidence in the Group<br />
as a provider, whether with regard to Public Service or Pay-TV.<br />
Suppliers<br />
Long-term <strong>and</strong> sustainable financial development of the Group's operations<br />
requires suppliers to provide solutions that st<strong>and</strong> the test of time, both technically<br />
<strong>and</strong> financially. The purpose of the Group’s supplier assessments is to ensure<br />
that deliveries meet the highest st<strong>and</strong>ards of quality, environment, ethics <strong>and</strong> social<br />
responsibility. The <strong>Teracom</strong> Group expects suppliers to constantly improving the<br />
efficiency of products <strong>and</strong> services, both financially <strong>and</strong> from an energy perspective.<br />
The Kaknäs tower is a natural hub for<br />
Sweden's terrestrial radio <strong>and</strong> television<br />
broadcasts. The Group has a responsibilit y,<br />
both for its cultural value <strong>and</strong> to follow<br />
technological development, to care for<br />
the infrastructure through a long-term<br />
reinvestmen t plan.<br />
37
<strong>Report</strong>ing in accordance with GRI<br />
guidelines<br />
Below is an explanation of how the <strong>Sustainability</strong> <strong>Report</strong>, which is an integrated<br />
part of the <strong>Annual</strong> <strong>Report</strong>, was formulated <strong>and</strong> a description of its essential limitations.<br />
Work on <strong>and</strong> reporting of sustainability issues are closely integrated; therefore<br />
material information regarding the focus of sustainability initiatives is also<br />
described here.<br />
Correlation between key sustainability issues, stakeholders <strong>and</strong> indicators<br />
The <strong>Teracom</strong> Group has a long history as a safe, reliable <strong>and</strong> responsible partner<br />
<strong>and</strong> supplier of media services that benefit public welfare. During <strong>2011</strong>, efforts<br />
have been made to work in a more structured way on sustainability issues that are<br />
important to the business <strong>and</strong> to the stakeholders who are affected by them. The<br />
<strong>Sustainability</strong> <strong>Report</strong> describes how efforts have progressed, along with presenting<br />
the goals that have been formulated within the Group.<br />
The <strong>Teracom</strong> Group applies the Global <strong>Report</strong>ing Initiatives (GRI G3) guidelines<br />
for its sustainability reporting. The report is for the <strong>2011</strong> financial year <strong>and</strong> is at<br />
the C+ level. The plus sign (+) indicates that the report was submitted for external<br />
review. The Assurance <strong>Report</strong> from the authorized auditing firm, PwC, is presented<br />
on page 91. <strong>Teracom</strong>'s 2010 <strong>Sustainability</strong> <strong>Report</strong> was published at the same time<br />
as its <strong>Annual</strong> <strong>Report</strong>, in March <strong>2011</strong>. The <strong>Sustainability</strong> <strong>Report</strong> will continue to be<br />
published once a year, integrated with the Group's <strong>Annual</strong> <strong>Report</strong>.<br />
Criteria for application levels<br />
Each of the criteria specified in the column for each level must be met to be classified as level C, C+, B, B+, A or A+.<br />
Presentation application level C C+ B B+ A A+<br />
G3 Disclosures<br />
on profile<br />
INFORMATION<br />
<strong>Report</strong> on:<br />
1.1<br />
2.1 - 2.10<br />
3.1 - 3.8, 3.10 - 3.12<br />
4.1 - 4.4 , 4.14 - 4.15<br />
<strong>Report</strong> on all points<br />
for level C <strong>and</strong>:<br />
1.2<br />
3.9 - 3.13<br />
4.5 - 4.13, 4.16 - 4.17<br />
Same requirements as for<br />
level B<br />
St<strong>and</strong>ard disclosures<br />
G3 Disclosures<br />
on management<br />
approach<br />
G3 Performance<br />
Indicators<br />
& sector<br />
performance indicators<br />
INFORMATION<br />
INFORMATION<br />
Not required<br />
<strong>Report</strong> on at least ten<br />
performance indicators,<br />
<strong>and</strong> at least one from<br />
each: social, economic <strong>and</strong><br />
environmental impact<br />
<strong>Report</strong> certified by external party<br />
Disclosures on management approach<br />
for each indicator category<br />
<strong>Report</strong> on a minimum of 20 Performance<br />
Indicators, including at least one from<br />
each of: economic impact, environmental<br />
impact, human rights, labor relations <strong>and</strong><br />
working conditions, role of the organization<br />
in society, product responsibility<br />
<strong>Report</strong> certified by external party<br />
Disclosures on management<br />
approach for each<br />
indicator category<br />
<strong>Report</strong> on each core G3 indicator <strong>and</strong><br />
sector supplement* indicator with due<br />
regard to the materiality principle by<br />
either: a) reporting on the indicator,<br />
or b) explaining the reason for its<br />
omission.<br />
<strong>Report</strong> certified by external party<br />
*Sector supplement in final version<br />
38
An index of the profile information <strong>and</strong> performance indicators reported by<br />
<strong>Teracom</strong> in accordance with GRI G3 <strong>and</strong> their page references are provided on<br />
pages 40-41. A new indicator in this year’s report is LA1; the indicators LA10 <strong>and</strong><br />
HR3 have been deleted. A description of how information was gathered is provided<br />
under each area <strong>and</strong> performance indicator.<br />
EN16 This symbol is used to designate reporting about a GRI performance<br />
indicator. It also shows which particular indicator is being referred to.<br />
More information about GRI, guidelines <strong>and</strong> indicators is available at<br />
www.global reporting.org.<br />
Limitations of the report<br />
This <strong>Sustainability</strong> <strong>Report</strong> pertains to all companies in the <strong>Teracom</strong> Group. In <strong>2011</strong><br />
the Group continued to develop through the formation of a new Parent Company.<br />
The Danish network operator, <strong>Teracom</strong> Denmark A/S, which was purchased in the<br />
autumn of 2010, is now included in the <strong>2011</strong> <strong>Sustainability</strong> <strong>Report</strong>.<br />
As part of the effort to focus on core business activities, the Group has decided<br />
to outsource the following services; therefore these activities are not included in<br />
the <strong>Sustainability</strong> <strong>Report</strong>:<br />
• Customer service for Pay-TV customers <strong>and</strong> private households<br />
• Salary administration<br />
• Office operations <strong>and</strong> cleaning<br />
• Administration of company cars<br />
• Logistics <strong>and</strong> warehouse management for Pay-TV operations<br />
We want to know what you<br />
think is important!<br />
We look forward to your questions <strong>and</strong> feedback<br />
about our sustainability work. Contact<br />
us by e-mail, hallbarhet@teracomgroup.se,<br />
or call <strong>Teracom</strong> Group Executive Vice President<br />
Gunilla Berg at +46 8 555 421 00.<br />
Read more about the <strong>Teracom</strong> Group’<br />
sustainability efforts at http://www.teracomgroup.se/Hallbarhetsarbete/<br />
39
GRI G3 Index<br />
Reference<br />
Comments<br />
1. STRATEGY AND ANALYSIS<br />
1.1 CEO on the importance of sustainability to the business <strong>and</strong> its strategies<br />
Pages 2-3, 4-5<br />
<strong>and</strong> 6-11.<br />
Fully reported.<br />
2. organization section<br />
2.1 Name of the organization Pages 44-45. Fully reported.<br />
2.2 Primary products, services <strong>and</strong> br<strong>and</strong>s Pages 44-45. Fully reported.<br />
2.3 Organizational structure. Pages 44-45. Fully reported.<br />
2.4 Head office's location. Page 49. Fully reported.<br />
2.5 Countries where the organization has operations. Pages 44-45. Fully reported.<br />
2.6 Ownership Pages 44-45. Fully reported.<br />
2.7<br />
Markets in which the organization operates, including geographic distribution,<br />
sectors where it competes <strong>and</strong> type of customers.<br />
Pages 44-45.<br />
Fully reported.<br />
2.8 Size of the organization. Pages 44-45. Fully reported.<br />
2.9 Significant changes during the reporting period regarding size, structure or ownership. Pages 44-45. Fully reported.<br />
2.10 Awards received by the organization during the reporting period.<br />
No honors or awards<br />
were received during the<br />
period.<br />
Fully reported.<br />
3. report profile<br />
3.1 <strong>Report</strong>ing period Pages 44-45. Fully reported.<br />
3.2 Date of most recent report. Pages 38-39. Fully reported.<br />
3.3 <strong>Report</strong>ing cycle. Page 38. Fully reported.<br />
3.4 Person to contact for questions regarding the report <strong>and</strong> its content. Page 39. Fully reported.<br />
3.5 Process for creating the content of the report. Pages 30, 38-39. Fully reported.<br />
3.6 Scope of the report. Pages 30, 38-39. Fully reported.<br />
3.7 Special limitations in the report. Page 39. Fully reported.<br />
3.8<br />
Basis for reporting on joint ventures, subsidiaries, leased facilities, outsourced operations<br />
<strong>and</strong> other entities that can significantly affect comparability from<br />
period to period <strong>and</strong>/or between organizations.<br />
3.9 Basis <strong>and</strong> assumptions behind calculations.<br />
Page 39.<br />
Under each<br />
indicator<br />
Fully reported.<br />
Partially reported.<br />
3.10 Explanation <strong>and</strong> reasons for changes that have been made to prior information that was provided.<br />
Page 32. (Only changes<br />
in reporting of EN4,<br />
which now also<br />
includes energy use in<br />
premises)<br />
Fully reported.<br />
3.11<br />
Significant changes that have been made to scope, boundary or measurement methods<br />
since the last reporting period.<br />
Page 39.<br />
Fully reported.<br />
3.12 GRI index Pages 40-41. Fully reported.<br />
3.13 Policy <strong>and</strong> current practice with regard to seeking external assurance for the report. Pages 38 <strong>and</strong> 91. Fully reported.<br />
4. GOVERNANCE<br />
4.1 Governance structure of the organization. Page 50. Fully reported.<br />
4.2 Chairman of the Board's role(s) in the organization. Page 51. Fully reported.<br />
4.3 Number of independent, non-executive directors Page 57. Fully reported.<br />
4.4<br />
Mechanisms for shareholders <strong>and</strong> employees to provide recommendations or guidance to the Board or<br />
senior management team.<br />
Page 30.<br />
Fully reported.<br />
4.8<br />
Internally developed business concepts or statements on fundamental values, codes of conduct, <strong>and</strong> principles<br />
relevant to financial, environmental, <strong>and</strong> social performance <strong>and</strong> the status of their implementation.<br />
Pages 54-55.<br />
Fully reported.<br />
4.9 The Board's routines for evaluating the organization's sustainability efforts. Pages 54-55. Fully reported.<br />
4.14 The organization's stakeholders. Page 30. Fully reported.<br />
4.15 Method used for identifying stakeholders. Page 30. Fully reported.<br />
4.16 Types of dialogue with stakeholders. Page 30. Fully reported.<br />
40
5. PERFORMANCE INDICATORS<br />
EC1<br />
Direct economic value generated <strong>and</strong> distributed, including revenues, operating costs,<br />
employee compensation, donations <strong>and</strong> other community investments, retained earnings, <strong>and</strong><br />
payments to capital providers <strong>and</strong> governments/authorities.<br />
Reference<br />
<strong>Report</strong>ed below<br />
Comments<br />
Fully reported.<br />
EC1<br />
In <strong>2011</strong>, the Group's profitability <strong>and</strong> financial position were strong <strong>and</strong> the equity ratio was 32 percent.<br />
The Group's economic value generation, by stakeholder<br />
* Income from customers SEK 4,059 (3,852) million<br />
* Costs for purchased goods <strong>and</strong> services SEK -2,671 (-2,648) million<br />
* Salaries <strong>and</strong> remunerations, employees SEK -556 (-543) million<br />
* Payments to capital providers SEK -428 (-22) million,<br />
to the owner<br />
SEK -110 (-110) million<br />
<strong>and</strong> to the minority<br />
SEK 0 (0) million<br />
* Taxes SEK -149 (-165) million<br />
* Total distributed value SEK -3,914 (- 3,488) million<br />
* Funds retained in the business SEK 145 (364) million<br />
EN3<br />
Direct energy consumption by main energy source <strong>and</strong> supplier.<br />
<strong>Report</strong>ed below <strong>and</strong><br />
on page 32.<br />
Fully reported.<br />
EN3<br />
The Group has consumed 25,338 (21,253) GJ through fuel use, of which 149 (581) GJ is energy from<br />
renewable energy sources. The increase can be attributed to the expansion of the Group with the<br />
network company in Denmark <strong>and</strong> an increase in the service business in Sweden.<br />
EN4<br />
Indirect energy consumption by main energy source <strong>and</strong> supplier.<br />
Presented below <strong>and</strong><br />
on page 32.<br />
<strong>Report</strong>ed.<br />
No efficiency losses<br />
when converting<br />
primary fuel to<br />
electricity<br />
EN4<br />
Indirect energy consumption for the Group was 500 (400) TJ. For the distribution between renewable <strong>and</strong><br />
nonrenewable energy sources, please see page 32<br />
EN16<br />
EN16<br />
EN17<br />
EN17<br />
PR5<br />
PR5<br />
Total direct <strong>and</strong> indirect greenhouse gas emissions, in weight (CO 2<br />
equivalents).<br />
Direct <strong>and</strong> indirect energy consumption converted to carbon dioxide equivalents was<br />
15,340 (2,497) tons of CO 2<br />
equivalents. The large increase is primarily due to the addition of <strong>Teracom</strong><br />
Denmark’s climate impact, <strong>and</strong> because their indirect energy is mainly produced by coal power.<br />
Other relevant indirect greenhouse gas emissions, in weight CO 2<br />
equivalents.<br />
Other emissions for the Group overall amounts to 1,536 (967) tons CO 2<br />
equivalents. Just as in 2010, this<br />
figure includes business travel, business travel, freight shipments <strong>and</strong> fuel production. The increase is due<br />
to the addition of emissions from <strong>Teracom</strong> Denmark.<br />
Procedures for achieving customer satisfaction, including results of customer satisfaction surveys.<br />
In order to have a sustainable organization in the long term, it is necessary for the Group to have loyal,<br />
satisfied customers who speak well of its products <strong>and</strong> services. Therefore, the <strong>Teracom</strong> Group's goal is to have<br />
the industry's (i.e. among end consumers <strong>and</strong> customers of network companies) most satisfied customers. It is<br />
important to have regular customer surveys in order to measure the level of customer satisfaction.<br />
Methodology:<br />
• <strong>Teracom</strong> Sweden, conduct an annual web-based survey, interviews with selected customers. In <strong>2011</strong>,<br />
carried out January - February: 60 web surveys with 58 percent response rate <strong>and</strong> 26 in-depth interviews<br />
• Boxer Sweden <strong>and</strong> <strong>Teracom</strong> Denmark: www.kvalitetsindex.se<br />
• Boxer Denmark: www.wilke.dk<br />
• PlusTV: www.epsi-finl<strong>and</strong>.org<br />
<strong>Report</strong>ed below <strong>and</strong><br />
on page 32.<br />
<strong>Report</strong>ed below <strong>and</strong><br />
on page 32.<br />
<strong>Report</strong>ed below <strong>and</strong> on<br />
pages 18, 23 <strong>and</strong> 27.<br />
Fully reported.<br />
Fully reported.<br />
Fully reported.<br />
HR2<br />
Percentage of important suppliers <strong>and</strong> contractors that have been assessed on their respect for<br />
human rights <strong>and</strong> measure that have been taken.<br />
Pages 36-37.<br />
Fully reported.<br />
LA1 Total workforce by employment type, employment terms <strong>and</strong> region. Page 46. Fully reported.<br />
LA7<br />
<strong>Report</strong>ing on the level of injuries, work-related illnesses, sick days, absences <strong>and</strong> the total number of<br />
work-related deaths (listed for each region).<br />
Pages 47-48.<br />
<strong>Report</strong>ed. Frequency,<br />
stated in million<br />
work hours.<br />
LA12 Percentage of employees that receive regular assessment of their performance <strong>and</strong> career development. Page 35. Fully reported.<br />
LA14 Basic salary <strong>and</strong> wage relationship between men <strong>and</strong> women, listed by employment category. Page 47. Fully reported.<br />
SO4<br />
SO4<br />
Measures taken due to incidents of corruption.<br />
No corruption cases<br />
were reported during the Fully reported.<br />
reporting period<br />
41
Contents<br />
44 Directors’ <strong>Report</strong><br />
49 Corporate Governance <strong>Report</strong><br />
56 Group Management<br />
57 Board of Directors<br />
58 Financial Overview of the Group<br />
59 Consolidated Income Statement<br />
59 Consolidated Statement of Comprehensive Income<br />
60 Consolidated Balance Sheet<br />
61 Consolidated Cash Flow Statement<br />
62 Consolidated Statement of Changes in Equity<br />
63 Parent Company Income Statement<br />
63 Parent Company Statement of Comprehensive Income<br />
64 Parent Company Balance Sheet<br />
65 Parent Company Cash Flow Statement<br />
66 Parent Company Statement of Changes in Equity<br />
67 Notes<br />
91 Audit <strong>Report</strong> for the <strong>Sustainability</strong> <strong>Report</strong><br />
92 Audit <strong>Report</strong><br />
96 Definitions<br />
42
Directors’ <strong>Report</strong><br />
The Board of Directors <strong>and</strong> President/CEO of <strong>Teracom</strong> Group<br />
AB, CIN: 556842-4856, hereby submit the annual report for<br />
the Group <strong>and</strong> Parent Company for the <strong>2011</strong> financial year.<br />
Financial statements<br />
The following sections of the annual report are financial<br />
statements: the Directors’ <strong>Report</strong>, financial overview of the<br />
Group, consolidated comprehensive income, consolidated<br />
cash flows, consolidated financial position, changes in Group<br />
equity, Parent Company profit/loss, Parent Company financial<br />
positions, changes in Parent Company equity <strong>and</strong> notes. The<br />
Corporate Governance <strong>Report</strong> is also a part of the Directors’<br />
<strong>Report</strong>. All of these parts have been audited by the auditors.<br />
The other parts of the annual report were reviewed on a<br />
general level by the auditors.<br />
Ownership <strong>and</strong> legal structure<br />
The Parent Company of the Group was previously <strong>Teracom</strong><br />
AB, which consisted of <strong>Teracom</strong> Sweden’s operations <strong>and</strong><br />
Group-wide functions. Swedish Parliament granted the<br />
Government the authority, at the Government's request, to<br />
change the Group structure. As a result of this decision, a<br />
new Parent Company, <strong>Teracom</strong> Group AB, was created on 1<br />
June <strong>2011</strong>. The new Parent Company is a holding company,<br />
which has taken over the activities of the Group-wide functions<br />
from <strong>Teracom</strong> AB. With this structure in place, the legal<br />
structure now corresponds to the governance-related business<br />
structure.<br />
The shares in <strong>Teracom</strong> AB have been transferred via a<br />
shareholder contribution to <strong>Teracom</strong> Group AB. Afterwards,<br />
<strong>Teracom</strong> AB's subsidiaries were transferred to the new<br />
Parent Company in exchange for promissory notes. Carrying<br />
amounts were used when making the transactions. The new<br />
Group structure does not involve any change in the business<br />
focus as set out by Parliament.<br />
The Parent Company for the Group, <strong>Teracom</strong> Group AB,<br />
is a limited liability company that is wholly owned by the<br />
Swedish state <strong>and</strong> has its registered office in Stockholm,<br />
Sweden. During <strong>2011</strong>, operations were conducted in <strong>Teracom</strong><br />
Group AB, the subsidiaries <strong>Teracom</strong> AB, Boxer TV-Access AB,<br />
<strong>Teracom</strong> A/S, Boxer TV A/S <strong>and</strong> Digi TV Plus Oy.<br />
Operations <strong>and</strong> segments<br />
The <strong>Teracom</strong> Group monitors operations within five segments.<br />
Two segments, <strong>Teracom</strong> Sweden <strong>and</strong> <strong>Teracom</strong> Denmark,<br />
conduct network operations within terrestrial TV, radio <strong>and</strong><br />
connections. Three segments, Boxer Sweden, Boxer Denmark<br />
<strong>and</strong> PlusTV, conduct pay TV operations within terrestrial TV.<br />
The geographic markets cover Sweden, Denmark <strong>and</strong> Finl<strong>and</strong>.<br />
The segments reflect how the Group management team<br />
makes decisions regarding the allocation of resources <strong>and</strong><br />
assesses performance based on operating profits.<br />
Boxer Sweden packages, markets <strong>and</strong> sells digital pay<br />
TV subscriptions in the digital terrestrial network. Its competitors<br />
are suppliers of cable TV, satellite operators <strong>and</strong><br />
providers of TV via broadb<strong>and</strong>. Boxer Sweden's customers<br />
are Swedish households. All competitors are developing<br />
new services, such as HDTV, On Dem<strong>and</strong> services <strong>and</strong> even<br />
some 3DTV broadcasts. Play <strong>and</strong> 4G services are also exhibiting<br />
strong growth. <strong>Teracom</strong> Sweden owns <strong>and</strong> operates a<br />
broadcasting network for radio <strong>and</strong> TV that reaches nearly<br />
99.8 percent of all Swedish households. <strong>Teracom</strong>'s nationwide<br />
network makes it possible to offer a number of integrated<br />
communication solutions. In Sweden, the market for<br />
TV <strong>and</strong> radio is regulated for public service broadcasting. In<br />
order to prepare for a decision by the Swedish Parliament<br />
on the digital transition of radio, <strong>Teracom</strong> is conducting test<br />
broadcasts in cooperation with the major radio companies.<br />
<strong>Teracom</strong> Sweden's major customers are Boxer Sweden,<br />
Sveriges Television, Sveriges Radio <strong>and</strong> TV4.<br />
Boxer Denmark runs pay TV activities in the Danish<br />
digital terrestrial network. The business model is the same<br />
as for Boxer Sweden – to package, market, sell <strong>and</strong> administer<br />
program channels broadcast in the terrestrial network.<br />
The customers are Danish households. There is also intense<br />
competition in Denmark's pay TV market. Most competitors<br />
are offering triple play <strong>and</strong> HDTV. <strong>Teracom</strong> Denmark<br />
owns <strong>and</strong> operates the broadcasting network for radio <strong>and</strong><br />
TV that reaches nearly 99 percent of all Danish households.<br />
Customers include Boxer Denmark, Danmarks Radio <strong>and</strong><br />
Denmark's largest channel, TV2. Intense preparations have<br />
been underway for the conversion of TV2 from free TV to pay<br />
TV in January 2012.<br />
Plus TV is the leading pay TV operator in Finl<strong>and</strong>. Like<br />
Boxer, Plus TV packages, markets, sells <strong>and</strong> administers PlusTV<br />
program channels that are licensed to broadcast pay TV in<br />
the terrestrial network. The customers are Finnish households.<br />
In Finl<strong>and</strong>, terrestrial TV is strong. The majority of TV<br />
reception is free TV <strong>and</strong> there is a wide variety of channels.<br />
The dem<strong>and</strong> for pay TV is partially seasonal <strong>and</strong> driven by<br />
various sporting events. During the period, the competition<br />
for pay TV customers increased when the terrestrial network<br />
operator, Digita, which is owned by TDF, started up pay TV<br />
operations under the name, TV Viihde.<br />
Earnings trend<br />
Group income for full-year <strong>2011</strong> amounted to SEK 4,059<br />
(3,852) million, an improvement of 5 percent. Boxer Denmark<br />
increased its income by 68 percent compared to last year<br />
due to a sharp increase in the number of subscribers. For<br />
Boxer Sweden, there was a negative impact on accumulated<br />
income of slightly more than SEK 50 million due to a transition<br />
from semi-annual billing to monthly billing of card fees.<br />
Revenue recognition was also modified in conjunction with<br />
this transition, which is only an effect in the distribution of<br />
revenue over a period of time.<br />
44
Operating profit for the year amounted to SEK 376 (293)<br />
million, an increase of 28 percent compared to 2010. There<br />
was a negative impact on profit from costs affecting comparability<br />
totaling SEK 36 (47) million. This amount consisted of<br />
restructuring costs of SEK 17 million as well as impairment<br />
losses on property, plant <strong>and</strong> equipment of SEK 19 million,<br />
which were an adjustment resulting from technological<br />
development. Comparative costs from last year consisted of<br />
restructuring costs of SEK 23 million <strong>and</strong> impairment losses<br />
on property, plant <strong>and</strong> equipment <strong>and</strong> inventories of SEK 24<br />
million. Boxer Sweden's profit was affected negatively by the<br />
above-mentioned SEK 50 million. Translation of the subsidiaries'<br />
losses in Finl<strong>and</strong> <strong>and</strong> Denmark resulted in a positive<br />
impact on profits of slightly more than SEK 19 million<br />
compared to last year.<br />
Profit after financial items was SEK 325 (281) million.<br />
Net financial expense for the year was SEK -51 (-12) million.<br />
Interest expenses increased by approximately SEK 35 million<br />
compared to full year 2010 due to higher loan levels during<br />
the year as a result of the acquisition of <strong>Teracom</strong> Denmark<br />
(BSD). This year the Group began to apply hedge accounting<br />
to unrealized gains related to electricity derivatives, which<br />
were reported directly in comprehensive income. Unrealized<br />
gains (losses) related to electricity derivatives positively<br />
impacted last year's net financial income/expense by SEK 14<br />
million since hedge accounting was not applied.<br />
Net profit for the period was SEK 168 (201) million.<br />
Based on the company management team's current assessment<br />
of future profits, a deferred tax asset of SEK 9 million<br />
was reported for the year's deficit in Finl<strong>and</strong>. A deferred tax<br />
asset of SEK 25 million was reported for the year's deficit in<br />
the Swedish Parent Company, <strong>Teracom</strong> Group AB. Last year a<br />
deferred tax asset of SEK 105 million was capitalized based<br />
on a valuation of the deficits in the Danish operations.<br />
Parent Company earnings<br />
Parent Company income for <strong>2011</strong> amounted to SEK 33 (-)<br />
million. Operating profit for the year was SEK -37 (-) million.<br />
The Parent Company received dividends from subsidiaries<br />
totaling SEK 297 (-) million <strong>and</strong> profit after financial items<br />
was SEK 201 (-) million. Net profit for the period was SEK<br />
226 (-) million. Based on the management's assessment, a<br />
deferred tax asset of SEK 25 (-) million was capitalized during<br />
the year.<br />
Financial position<br />
Group interest-bearing liabilities amounted at year-end to<br />
SEK 2,016 (2,381) million. During <strong>2011</strong>, the amortization of<br />
credit facilities amounted to SEK 375 million. The net debt/<br />
equity ratio was 0.98 (1.12). Total assets decreased by SEK<br />
145 million to SEK 5,553 (5,698) million. The Group's equity<br />
ratio was 32 (31) percent, which represents an increase of<br />
one percentage point compared to the same time last year.<br />
Significant events January – December <strong>2011</strong><br />
• <strong>Teracom</strong> Sweden offered program companies the option<br />
of purchasing broadcasting of commercials or programs in<br />
up to 30 different regions. During the period, new agreements<br />
were signed with several major program companies.<br />
• On June 1 <strong>Teracom</strong> Group AB was formed as the Parent<br />
Company for the Group, which created a transparent legal<br />
structure corresponding to the business structure.<br />
• Andrea Gisle Joosen began working on August 8 as the<br />
new President of Boxer TV Access AB (Boxer Sweden). Most<br />
recently, she held the position of President of Panasonic<br />
Nordic.<br />
• Steffen Weber was named in November Acting President<br />
of <strong>Teracom</strong> A/S (<strong>Teracom</strong> Denmark). He is replacing Finn<br />
Søndergaard, who is moving to the Group Strategy &<br />
Business Development Department as a step toward retirement.<br />
Significant events after the end of the period<br />
• Sales of Boxer On Dem<strong>and</strong>, which was launched on<br />
Novembe r 7, <strong>2011</strong>, were temporarily halted on January 2.<br />
• On January 11, Danish TV 2 went from MPEG2 to MPEG4<br />
<strong>and</strong> in conjunction with this joined Boxer's pay TV<br />
channe l selection, which has greatly contributed to Boxer<br />
Denmark' s strong growth.<br />
• Boxer Denmark reached 300,000 pay TV customers on<br />
Februar y 5, 2012.<br />
• When the Parent Company acquired Digi TV Plus Oy in<br />
2009, it issued two put options for the remaining 49 percent<br />
of shares in the Finnish subsidiary. The put options<br />
were reported as a liability. At the beginning of 2012, the<br />
owner of one of the put options utilized the right to sell<br />
shares worth the equivalent of approximately 18 percent<br />
to the Parent Company. The purchase was completed at a<br />
price corresponding to the amount reported as a liability<br />
at the end of the financial year. One put option, <strong>and</strong> therefore<br />
a liability, for approximately 31 percent of the shares<br />
in Digi TV Plus Oy remain.<br />
Risks <strong>and</strong> risk management<br />
Executive management has primary responsibility for<br />
managing the Group's risk. In general, there are three types<br />
of risks. Business risks are normally managed by the operational<br />
units in the Group, financial risks by the Group's central<br />
finance department <strong>and</strong> regulatory risks by the central function,<br />
Regulatory <strong>and</strong> Public Affairs. Group management<br />
manages the risks in a structured, proactive manner with the<br />
aid of a clearly documented control model, decision-making<br />
processes <strong>and</strong> Group policies.<br />
Business <strong>and</strong> operational risks<br />
The most important business risk is the tough competition<br />
on all markets, which means that the terrestrial network<br />
could have a lower market share if more <strong>and</strong> more customers<br />
switch to other digital TV platforms such as satellite, cable<br />
TV <strong>and</strong> TV via broadb<strong>and</strong>. The pay TV companies are therefore<br />
focusing on providing an attractive offer to the large<br />
45
customer base the Group has in the Nordic countries. In<br />
addition, prices in negotiations with the program companies<br />
must be competitive.<br />
The Group's network activities place high dem<strong>and</strong>s on<br />
reliability of service - not just under normal conditions, but<br />
also under different types of pressures <strong>and</strong> extraordinary<br />
circumstances. Risk analyses are performed in the line organization<br />
in order to maintain the proper level of security<br />
<strong>and</strong> stable operations. Work related to information safety is<br />
based on the international information safety st<strong>and</strong>ard, ISO/<br />
IEC 27001, <strong>and</strong> training exercises are conducted regularly in<br />
cooperation with customers <strong>and</strong> authorities in order to create<br />
<strong>and</strong> maintain the required skills for managing different types<br />
of incidents <strong>and</strong> crises.<br />
Regulatory risks<br />
The Group's business is affected by government decisions<br />
<strong>and</strong> legislation, primarily on media <strong>and</strong> electronic communications.<br />
Examples of important issues are: frequency use,<br />
the design of licenses <strong>and</strong> permits for the Group's customers<br />
in the terrestrial network, rights, <strong>and</strong> the regulation of prices<br />
<strong>and</strong> access through SMP (Single Market Providers) decisions<br />
pertaining to networks <strong>and</strong> other infrastructures. The Group<br />
is actively working with regulatory issues via its contacts<br />
with government authorities <strong>and</strong> politicians in Sweden,<br />
Finl<strong>and</strong> <strong>and</strong> Denmark. The Group also actively participates in<br />
several European forums in order to monitor <strong>and</strong> influence<br />
these issues.<br />
Financial risks<br />
<strong>Teracom</strong> Group AB is exposed to various types of financial<br />
risks, the most significant of which are financing risk, interest<br />
rate risk, currency risk <strong>and</strong> credit risk. These risks are dealt<br />
with in accordance with the finance policy established by<br />
the Board of Directors, which is characterized by the desire<br />
to maintain a low level of risk. The overriding principle is<br />
to minimize all factors that could have a negative impact<br />
on earnings <strong>and</strong> cash flow due to short-term fluctuations<br />
in financial markets. Within the given limits, the company<br />
strives to achieve optimal net financial income. More information<br />
about financial instruments <strong>and</strong> financial risk<br />
management is available in note 21 on pages 84-87.<br />
Environmental impact of operations<br />
The Group's environmental policy is based on the Group's<br />
desire to take responsibility for its environmental impact by<br />
working on prioritized environmental issues. A clear environmental<br />
awareness strengthens competitiveness in interactions<br />
with customers, cooperation partners <strong>and</strong> in the<br />
Group's role as an employer.<br />
The Group's largest impact on the environment is from<br />
fuel <strong>and</strong> energy consumption, a measure of which is its<br />
greenhouse gas emissions. The Group's overall climate<br />
impact has been documented <strong>and</strong> the Group has established<br />
the goal of decreasing its negative impact on the environment<br />
each year. All of the operations should prepare plans<br />
<strong>and</strong> activities for how to reduce their environmental income.<br />
In <strong>2011</strong>, <strong>Teracom</strong> Sweden received an environmental<br />
sanction from Nacka Municipality due to a delayed refrigerant<br />
report. The routines for submitting the report are now<br />
revised with the responsible supplier.<br />
Employees<br />
The right development of skills contributes to ensuring the<br />
company's competitiveness <strong>and</strong> the development of individuals.<br />
It is therefore the responsibility of every Group company<br />
<strong>and</strong> every manager to together with the employees regularly<br />
evaluate completed skills development activities <strong>and</strong> plan for<br />
future needs. The Group also works to pursue goal-oriented<br />
efforts at all levels of its companies. This involves continual<br />
follow-up <strong>and</strong> feedback on performance compared to the<br />
established goals <strong>and</strong> goals pertaining to skill development.<br />
Follow-up is conducted via regular employee reviews.<br />
The following table shows the entire staff broken<br />
down by the offered type <strong>and</strong> form of employment for the<br />
companies included in the Group.<br />
LA1<br />
Unit Total personnel Permanent full-time Permanent part-time<br />
Temporary<br />
employment<br />
Hired consultants,<br />
recalculated to fulltime<br />
equivalents*<br />
<strong>Teracom</strong> Group Total 740 698 1 41 6,9<br />
<strong>Teracom</strong> AB 475 445 0 30 3,7<br />
Boxer TV-Access AB 62 53 0 9 0,6<br />
<strong>Teracom</strong> Group AB 73 72 0 1 1,1<br />
<strong>Teracom</strong> A/S 66 65 1 0 1,5<br />
Boxer TV A/S 33 33 0 0 0<br />
Digi TV Plus OY 31 30 0 1 0<br />
* A hired resource is calculated to correspond to 1,800 working hours per year for a full-time position <strong>and</strong> refers to the entire accounting period.<br />
46
Diversity <strong>and</strong> equal opportunity<br />
Diversity is a success factor because it enables the Group<br />
to get the most out of each person's specific expertise <strong>and</strong><br />
development potential. Differences in background <strong>and</strong> experiences<br />
provide an opportunity for both the company <strong>and</strong><br />
its employees to develop, which contributes to a dynamic,<br />
creative <strong>and</strong> pleasant work conditions. Long-term as well,<br />
the Group must be able to attract applicants, regardless of<br />
gender, age, ethnic background, beliefs, functional disabilities,<br />
appearance, sexual preferences or any other factor. At<br />
the end of 2009, the Group adopted a diversity <strong>and</strong> equality<br />
policy.<br />
Important areas in the diversity <strong>and</strong> equal opportunity<br />
policy include recruitment, work conditions, harassment <strong>and</strong><br />
discrimination, parenting, how salaries are determined <strong>and</strong><br />
a follow-up on equal opportunity. In preparation for salary<br />
reviews, the Group regularly documents the salary differences<br />
between women <strong>and</strong> med with equivalent positions.<br />
Gender comparisons of basic salaries at different levels<br />
in all of the Group's companies are presented below. The<br />
results are based on the number of permanent employees. In<br />
other words, results do not include any employees who have<br />
been released from duty as part of an employment termination<br />
agreement. Each company's President is included in the<br />
numbers for <strong>Teracom</strong> Group AB/Group management.<br />
LA14<br />
Company/category Number of men Number of women<br />
Relative salary level<br />
between women <strong>and</strong> men<br />
in percent *<br />
<strong>Teracom</strong> Group AB/Group management 8 4 107<br />
<strong>Teracom</strong> Group AB/managers 3 5 79<br />
<strong>Teracom</strong> Group AB/other employees 21 38 73<br />
<strong>Teracom</strong> AB/managers 28 8 90<br />
<strong>Teracom</strong> AB/other employees 354 55 104<br />
Boxer TV-Access AB/managers 8 5 121<br />
Boxer TV-Access AB/other employees 23 22 115<br />
<strong>Teracom</strong> A/S/managers 6 2 73<br />
<strong>Teracom</strong> A/S/other employees 48 9 102<br />
Boxer TV A/S/managers 7 2 69<br />
Boxer TV A/S/other employees 14 10 102<br />
Digi TV Plus OY/managers 3 3 81<br />
Digi TV Plus OY/other employees 10 15 83<br />
* A figure below 100 percent means that men have a higher average salary than women<br />
Work environment, safety <strong>and</strong> sick leave<br />
The following are examples of how the Group fulfills its work<br />
environment responsibilities:<br />
• Training courses in work environment for managers, rescuing<br />
injured individuals from masts, mast elevator <strong>and</strong><br />
skylift operation, working at heights <strong>and</strong> driving cars safely<br />
using eco-driving.<br />
• Regular health evaluations for employees.<br />
• Requiring health evaluations for employees working in<br />
masts, which complies with the regulations issued by the<br />
Swedish Work Environment Authority.<br />
The Group's fitness program offers a personal fitness<br />
subsidy <strong>and</strong> various activities provided by the local fitness<br />
groups. In Denmark, the taxation rules do not allow a<br />
personal fitness subsidy. Therefore, only group fitness activities<br />
are offered to employees in that country.<br />
In <strong>2011</strong>, there were two work environment incidents at<br />
<strong>Teracom</strong> AB that were reported to the Swedish Work Environment<br />
Authority. While dismantling old broadcast masts at<br />
Hörby AM station, an employee passed away while up in the<br />
mast. A medical investigation indicated that the death was<br />
the result of an acute illness <strong>and</strong> the matter is no longer classified<br />
as an accident. The investigation provided new information<br />
about the method for how injured individuals are<br />
rescued from masts <strong>and</strong> as a result the rescue equipment has<br />
been modified.<br />
One employee was involved in a car accident that could<br />
have caused considerable harm. The employee needed to take<br />
an extended period of sick leave, but the injuries will most<br />
likely not cause any long-term effects.<br />
LA7<br />
Company/category<br />
Total sick leave, percent<br />
Group total 2,0<br />
<strong>Teracom</strong> Group AB 2,4<br />
<strong>Teracom</strong> AB 2,0<br />
Boxer TV-Access AB 1,1<br />
<strong>Teracom</strong> A/S 2,7<br />
Boxer TV A/S 1,3<br />
Digi TV Plus OY 1,4<br />
47
Accident frequency <strong>Teracom</strong> AB <strong>and</strong> <strong>Teracom</strong> Group AB <strong>2011</strong><br />
Accidents not<br />
resulting in<br />
absence<br />
Accidents<br />
resulting in<br />
absence<br />
>1 day<br />
<strong>Report</strong>ed<br />
work-related<br />
illness<br />
Lost work<br />
days due to<br />
accident/<br />
million work<br />
hours<br />
Accidents<br />
resulting in<br />
absence ><br />
1 day/million<br />
work hours<br />
Year<br />
Nearaccidents<br />
Travel<br />
accidents<br />
<strong>2011</strong> 25 0 3 2 0 87* 1,8 1,135<br />
2010 10 4 4 1 0 82* 0,9 1,094<br />
Million work<br />
hours<br />
* One serious accident in 2010 <strong>and</strong> one in <strong>2011</strong> resulted in 90 lost work days. Other companies in the Group have no work-related incidents to report.<br />
Remuneration levels for senior management<br />
<strong>Teracom</strong> AB's Board of Directors is responsible for appointing<br />
the company's President <strong>and</strong> CEO along with establishing<br />
the terms of employment. The Board applies the guidelines<br />
established by the Government, Guidelines for the employment<br />
terms of senior executive in companies that are stateowned.<br />
Details about remuneration to the Board of Directors,<br />
President/CEO <strong>and</strong> other senior executives are available in<br />
note 6 on pages 74-75.<br />
Future prospects<br />
The pay TV operations are relatively less sensitive to business<br />
cycle fluctuations than the other areas, but the importance<br />
of value-for-money increases during period of financial<br />
uncertainty. The competition on all of the pay TV markets<br />
in which the Group is active will continue to be intense.<br />
The network operations are by nature more stable <strong>and</strong> have<br />
external contracts primarily within public service <strong>and</strong> services<br />
to major players on the telecom market.<br />
Owner requirements <strong>and</strong> dividends<br />
The owner has established a requirement for the Group's<br />
equity ratio <strong>and</strong> a long-term goal for return on equity. The<br />
equity ratio should be at least 30 percent <strong>and</strong> the goal for<br />
return on equity is 17 percent. At the end of <strong>2011</strong>, the equity<br />
ratio was 32 (31) percent <strong>and</strong> return on equity for the year<br />
was 10 (12) percent. The Group's goal is to distribute as<br />
dividends 40-60 percent of net profit for the year provided<br />
that the goal of an equity ratio equal to 30 percent has been<br />
achieved.<br />
Proposed appropriation of profits<br />
Non-restricted equity in the Parent<br />
Company<br />
Profit brought forward<br />
Profit (loss) for the year<br />
Total non-restricted equity<br />
1,633,000,000 SEK<br />
226,129,759 SEK<br />
1,859,129,759 SEK<br />
The Board of Directors' statement on value transfer<br />
according to Chapter 18 Section 4 of the Swedish<br />
Companies Act<br />
The Board suggested to the 2012 AGM that it decide on<br />
total dividends of SEK 110 million for the <strong>2011</strong> financial year.<br />
The distribution totals 65 percent of the Group's net profit.<br />
In light of the proposal, the Board of Directors may hereby<br />
make the following statement in accordance with Chapter<br />
18, section 4 of the Companies Act.<br />
The Board of Directors finds that the company's restricted<br />
equity will still be fully covered following the proposed<br />
dividends. The Group is reporting equity of SEK 1,773 million,<br />
of which SEK 217 million consists of earned profits after the<br />
transactions with shareholders for the year as a result of the<br />
formation of a new Group structure. The equity ratio for the<br />
Group was 32 (31) percent <strong>and</strong> for the Parent Company 31 (-)<br />
percent. It is the opinion of the Board of Directors that the<br />
company's <strong>and</strong> the Group's equity will be sufficient following<br />
the proposed proposition given the nature, scope <strong>and</strong> risks of<br />
the operations. The Board has taken into consideration the<br />
company's <strong>and</strong> the Group's historical <strong>and</strong> budgeted development<br />
<strong>and</strong> the state of the economy.<br />
Even after the proposed distribution of profits, the<br />
company's <strong>and</strong> the Group's equity ratio is judged to be satisfactory.<br />
The dividends payment will not affect the company's<br />
or the Group's ability to fulfill its payment obligations. It is<br />
the opinion of the Board that the company <strong>and</strong> the Group<br />
are well prepared to h<strong>and</strong>le both changes to liquidity <strong>and</strong><br />
unexpected events.<br />
Having considered this <strong>and</strong> all of the information<br />
presented in the annual report, it is the Board's opinion that<br />
its proposed dividend is justifiable. This applies not only to<br />
the Parent Company but also the Group as regards the equity<br />
requirements that are based upon the type, size <strong>and</strong> associated<br />
risks of the business as well as consolidation <strong>and</strong> investment<br />
needs, liquidity <strong>and</strong> overall financial position, as stated<br />
in the Swedish Companies Act, ABL chapter 17, paragraph 3<br />
(Prudence Rule).<br />
The Board of Directors suggests the following appropriation of profits:<br />
Dividends<br />
110,000,000 SEK<br />
Carried forward<br />
1,749,129,759 SEK<br />
Total<br />
1,859,129,759 SEK<br />
48
Corporate Governance <strong>Report</strong><br />
The Corporate Governance <strong>Report</strong> has been examined by<br />
the Group's auditors <strong>and</strong> is part of the Directors' <strong>Report</strong>.<br />
The report describes how the company is governed, how the<br />
work of the Board of Directors is designed, how the company<br />
conducts its business <strong>and</strong> how the operations are followed up<br />
in relation to established goals. The report includes a description<br />
of the internal control with regard to financial reporting.<br />
<strong>Teracom</strong> Group AB's owner <strong>and</strong> goals<br />
The Swedish Government is the sole owner of <strong>Teracom</strong> Group<br />
AB, a Swedish limited liability company with its registered<br />
office in Stockholm.<br />
The catchwords for the Government's administration of<br />
wholly owned companies are openness, active ownership,<br />
order <strong>and</strong> clarity. The Government Ownership Policy states<br />
that state-owned companies must take responsibility for<br />
issues relating to ethics, the environment, human rights,<br />
equality <strong>and</strong> diversity. The owner thus requires a well<br />
thought-out strategy for these issues.<br />
The business objective of <strong>Teracom</strong> Group AB is to indirectly<br />
offer network solutions for the distribution of radio<br />
<strong>and</strong> TV <strong>and</strong> any other activities relating thereto. Based on this<br />
objective <strong>and</strong> within the framework of the regulatory requirements,<br />
the company must always act in a businesslike manner.<br />
The ownership directive lays down the Group's financial<br />
goals <strong>and</strong> dividends policy as:<br />
• Return on equity should be calculated as the profit after<br />
net financial items (taxed at the st<strong>and</strong>ard rate) divided by<br />
average adjusted equity. The goal is to obtain a long-term<br />
return on equity of 17 percent.<br />
• Equity ratio of 30 percent.<br />
• Between 40 <strong>and</strong> 60 percent of net profits should be distributed<br />
as dividends, provided that the goal for equity<br />
ratio has been achieved.<br />
Framework <strong>and</strong> governance structure within <strong>Teracom</strong> Group<br />
Management of <strong>Teracom</strong> Group AB is based on the Companies<br />
Act (ABL, in Swedish) <strong>and</strong> the Government Ownership Policy.<br />
The Government's Ownership Policy in turn contains references<br />
to the Swedish Code of Corporate Governance, hereafter<br />
referred to as "the Code".<br />
At the <strong>Annual</strong> General Meeting, the owner decides on the<br />
company's Articles of Association, appoints the company's<br />
Board of Directors <strong>and</strong> provides directives regarding the<br />
Group's financial goals <strong>and</strong> dividends policy.<br />
The Board of Directors is responsible for ensuring that<br />
the Group's companies are well organized <strong>and</strong> carries the<br />
ultimate responsibility for the management of the companies'<br />
operations. The work of the Board of Directors is governed by<br />
a Rules of Procedure, which is adopted by the Board at least<br />
once a year. The Rules of Procedure also regulates the relationship<br />
between the Board of Directors <strong>and</strong> the President/<br />
CEO, as well as the President/CEO's authorities. Read more<br />
about the <strong>Annual</strong> General Meeting <strong>and</strong> the work of the Board<br />
of Directors on pages 50-52.<br />
The Board of Directors also decides on important internal<br />
governance documents for the Group, for example the<br />
strategic plan <strong>and</strong> some Group policies.<br />
At the end of <strong>2011</strong>, the Group consisted of the Parent<br />
Company, <strong>Teracom</strong> Group AB, <strong>and</strong> the operating subsidiaries,<br />
<strong>Teracom</strong> AB <strong>and</strong> Boxer TV-Access AB in Sweden, <strong>Teracom</strong> A/S<br />
<strong>and</strong> Boxer TV A/S in Denmark <strong>and</strong> Digi TV Plus Oy in Finl<strong>and</strong>.<br />
The diagram on page 50 provides an overview of the Group's<br />
governance structure.<br />
Deviations from the Code<br />
According to the Government Ownership Policy, the Code<br />
shall be applied in all state-owned companies. The purpose of<br />
the Code is to contribute to improved governance of Swedish<br />
limited liability companies <strong>and</strong> address the decision-making<br />
systems through which the owners directly or indirectly<br />
control the company.<br />
The rules pertain to an individual company's organization<br />
<strong>and</strong> working methods, along with the interaction between<br />
the two. The Code should be applied in accordance with the<br />
"comply or explain" principle. For certain issues, in accordance<br />
with the Code's "comply or explain" principle, the Government<br />
has found cause to justify deviations from the Code.<br />
A summary of the Government's reasons for its deviations<br />
from the Code is presented below.<br />
<strong>Teracom</strong> Group AB deviates from the Code on the<br />
following items:<br />
Rule 2 on the selection of <strong>and</strong> remuneration to the Board<br />
<strong>and</strong> auditors<br />
The provisions of the Code are primarily intended for public<br />
companies with widespread ownership. <strong>Teracom</strong> Group<br />
deviates from these rules because the nomination process<br />
follows the Government Ownership Policy. According to the<br />
Government Ownership Policy, the owners, via the Ministry<br />
of Finance, nominate the members of the Board of Directors<br />
<strong>and</strong> the auditors. For the 100 percent state-owned companies,<br />
there are uniform <strong>and</strong> common principles for a structured<br />
nomination process, which is run <strong>and</strong> coordinated by<br />
the Ministry.<br />
Rule 4.4 on the independence of the Board of Directors<br />
According to rule 4.4, the majority of Board members must<br />
be independent in relation to the owners. <strong>Teracom</strong> Group<br />
deviates from this rule because, for companies that are 100<br />
percent state-owned, there is no reason to report on independence.<br />
The Government Ownership Policy stipulates<br />
that nominations of Board members are to be made public,<br />
in accordance with the guidelines of the Code. However,<br />
an exception is made for reporting members' independence<br />
in relation to major owners. The Code rule stipulates that<br />
companies must have at least two Board members who are<br />
independent of major owners. It also stipulates that the<br />
independence of all Board members to major owners must<br />
be reported. The purpose of this rule is to protect minority<br />
owners' interest in companies where there is widespread<br />
ownership.<br />
49
Governance structure<br />
The Government<br />
The Government Ownership<br />
Policy<br />
Nomination process<br />
The Government Ownership<br />
Policy<br />
<strong>Annual</strong> General Meeting<br />
Articles of Association<br />
External audit<br />
Audit plan<br />
<strong>Teracom</strong> Group AB<br />
Board of Directors<br />
Rules of Procedure<br />
Audit committee<br />
Remuneration committee<br />
Internal audit<br />
Internal audit plan<br />
President/CEO<br />
Directive for the President/CEO<br />
<strong>Teracom</strong> AB <strong>Teracom</strong> A/S Boxer TV-Access AB Boxer TV A/S Digi TV Plus OY<br />
Rule 6.1 on the Chairman of the Board<br />
The Code addresses the special role of the Chairman of the<br />
Board. The Chairman of the Board in the <strong>Teracom</strong> Group AB is<br />
appointed by the <strong>Annual</strong> General Meeting. If the Chairman steps<br />
down during the term of office, the owner must immediately<br />
appoint a new Chairman at an extraordinary general meeting of<br />
shareholders. This is a deviation from the Code, which instead<br />
stipulates that the Board may appoint its new Chairman.<br />
Rules 6.3 <strong>and</strong> 8.2 on evaluation of the Board of Directors <strong>and</strong><br />
the President/CEO<br />
The work performed by the Board of Directors must be evaluated<br />
each year. The Code stipulates that the Chairman of the Board is<br />
responsible for ensuring that the Board's work is evaluated <strong>and</strong><br />
that the nomination committee is informed of the results of the<br />
evaluation. For companies that are wholly owned by the state,<br />
the Swedish Government Offices, rather than the nomination<br />
committee, must be informed of the evaluation results.<br />
<strong>Teracom</strong> Group's <strong>Annual</strong> General Meeting<br />
The <strong>Annual</strong> General Meeting (AGM) is <strong>Teracom</strong> Group AB's<br />
highest decision-making body. It is the forum through which<br />
the Government, in its role as shareholder, formally exercises<br />
its control. The AGM appoints the Board of Directors<br />
<strong>and</strong> auditors. It also makes decisions concerning such things<br />
as changes to the articles of association <strong>and</strong> adopting the<br />
balance sheet <strong>and</strong> income statement.<br />
<strong>Teracom</strong> Group AB's AGM is held in Stockholm, where the<br />
company's registered office is currently located. Notice of the<br />
AGM <strong>and</strong> any extraordinary general meetings of shareholders,<br />
where issues pertaining to a change to the articles of<br />
association will be discussed, must be given no earlier than<br />
six weeks <strong>and</strong> no later than four weeks prior to the meeting.<br />
Notice of any other extraordinary general meetings of shareholders<br />
must be given no earlier than six weeks <strong>and</strong> no later<br />
than two weeks prior to the meeting. In addition to the rules<br />
contained in the Swedish Companies Act <strong>and</strong> the Code, the<br />
following principles apply to the shareholder meetings of<br />
state-owned companies. Notice of the time <strong>and</strong> location<br />
of the AGM must be sent to the Swedish Parliament (Riksdagens<br />
Centralkansli) simultaneous to issuing such notice to<br />
shareholders. Members of Parliament who wish to attend the<br />
AGM must notify the Board in advance. Such notice should<br />
be submitted at least one week prior to the AGM.<br />
The public should be invited to attend the AGMs of stateowned<br />
companies. For state-owned companies, arrangements<br />
should be made in conjunction with the AGM for allowing<br />
the public to present questions to the Board of Directors <strong>and</strong><br />
management team. State-owned companies must hold their<br />
AGM before April 30 <strong>and</strong> any distribution of dividends must<br />
take place no later than two weeks after the AGM.<br />
Extraordinary General Meeting of Shareholders, Number 1, <strong>2011</strong><br />
<strong>Teracom</strong> Group AB held an extra general meeting of shareholders<br />
on March 22, <strong>2011</strong> as a step in the process of forming<br />
a new Parent Company in the Group. At the meeting, the<br />
following Board members were elected: Åsa Sundberg, Tobias<br />
Henmark, Ingrid Engström, Lars Grönberg, Kristina Axberg-<br />
Bohman, Urban Lindskog, Maria Curman <strong>and</strong> Nils Petter Tetlie.<br />
Åsa Sundberg was elected Chairman of the Board.<br />
The above list of members were at the same time elected<br />
to the Board of Directors of <strong>Teracom</strong> AB.<br />
PriceWaterhouseCoopers AB was appointed auditor for<br />
the period of time until the next AGM.<br />
Extraordinary General Meeting of Shareholders, Number 2, <strong>2011</strong><br />
<strong>Teracom</strong> Group AB also held an extra general meeting of<br />
shareholders on June 1, <strong>2011</strong>. The meeting elected Johan<br />
Hallberg as a new Board member to replace Tobias Henmark<br />
<strong>and</strong> announced employee representatives John-Olof<br />
Blomkvist, ST, with Stig-Arne Celin as deputy, <strong>and</strong> Magnus<br />
Ahxner, Akademikerna, with Niklas Hanson as deputy.<br />
The AGM-appointed Board members <strong>and</strong> employee representatives<br />
are presented on pages 56-57. On the same day,<br />
<strong>Teracom</strong> Group AB formally became the Parent Company<br />
in the Group as the Government transferring the shares in<br />
<strong>Teracom</strong> AB to <strong>Teracom</strong> Group AB.<br />
2012 AGM<br />
The 2012 AGM will be held in Stockholm on April 18.<br />
50
<strong>Teracom</strong> AB's <strong>2011</strong> AGM<br />
<strong>Teracom</strong> AB's AGM was held on April 14, <strong>2011</strong>. At the AGM,<br />
the auditor from PriceWaterhouseCoopers AB delivered the<br />
auditor's report to the owner, which then discharged the<br />
Board of Directors from liability. The AGM adopted the annual<br />
report for the 2010 financial year <strong>and</strong> decided, in accordance<br />
with the Board's proposal, to distribute SEK 110 million as<br />
dividends to the owner. The AGM approved the proposal that<br />
was presented on remuneration <strong>and</strong> other employment terms<br />
<strong>and</strong> conditions for senior executives. The minutes from the<br />
general meetings of shareholders, with information about all<br />
decisions, are available at www.teracom.se.<br />
Composition of the Board of Directors<br />
According to the Government Ownership Policy, each nomination<br />
of a Board member shall be based on the competence need<br />
of the company’s Board of Directors. The Government's goal<br />
is that the Board shall have a high level of expertise, which is<br />
well adapted to the company's business, situation <strong>and</strong> future<br />
challenges. Board members are expected to have a high level<br />
of integrity <strong>and</strong> exercise good judgment, as dem<strong>and</strong>ed of<br />
state representatives. Each Board member must be capable of<br />
making an independent assessment of the company's operations.<br />
The composition of the Board should also be such that<br />
there is balance between the number of men <strong>and</strong> women (at<br />
least 40 percent representation for each gender). The percentage<br />
of members elected by the AGM who are male is 50 (43) percent<br />
for <strong>Teracom</strong> Group AB's Board of Directors. The average age<br />
of Board members is 50 (53) years. The owner's assessment is<br />
that, on the whole, the Board of Directors meets or exceeds the<br />
requirements stated in the Government Ownership Policy.<br />
Responsibility of the Board of Directors<br />
The Board has the ultimate responsibility for the organization<br />
<strong>and</strong> management of the Group's affairs. The Board is responsible<br />
for ensuring that ccompany’s reporting to its owner <strong>and</strong><br />
the public provides a true <strong>and</strong> complete picture of the Group's<br />
development, financial position <strong>and</strong> risks. Furthermore, the<br />
Board is responsible for making sure that financial statements<br />
are prepared in accordance with applicable laws <strong>and</strong> generally<br />
accepted accounting principles. It must also ensure that the<br />
Group complies with the recommendations set out in the OMX<br />
Nordic Exchange Stockholm listing agreement. The Board must<br />
reconcile with the owner on issues of significant importance,<br />
such as the capital structure <strong>and</strong> long-term financing issues,<br />
changes in strategy <strong>and</strong> acquisitions, mergers or divestitures.<br />
The Board's Rules of Procedure, which the Board adopts<br />
annually, contains, in addition to rules for the work of the<br />
Board <strong>and</strong> the division of responsibility between the Board<br />
of Directors <strong>and</strong> the President/CEO, instructions regarding<br />
financial reporting that complement the provisions set out in<br />
the Companies Act <strong>and</strong> the Code.<br />
The Chairman of the Board has special responsibility for<br />
leading the work done by the Board <strong>and</strong> making sure that<br />
it carries out all of its assigned duties. Among other things,<br />
the Chairman is responsible for making sure that every new<br />
Board member receives appropriate introductory training<br />
<strong>and</strong> that the Board regularly updates <strong>and</strong> deepens its<br />
knowledge of the Group. The Chairman is also responsible for<br />
the company's contacts with the owner <strong>and</strong> for relaying the<br />
owner's views on ownership issues to the rest of the Board.<br />
The duties of the Board of Directors<br />
There were 10 Board meetings held in <strong>2011</strong> in the Group's<br />
Parent Company, up until June 1 <strong>Teracom</strong> AB <strong>and</strong> thereafter<br />
<strong>Teracom</strong> Group AB. Essentially, the work done by the Board<br />
followed the adopted plan, which consisted of st<strong>and</strong>ing information<br />
<strong>and</strong> decision items as well as special issues that must<br />
be approved by the Board each year. Each meeting followed<br />
an approved agenda <strong>and</strong> the underlying documentation was<br />
distributed to the Board prior to the meeting or made available<br />
on the Board's website. The company's auditors who<br />
were elected at the AGM participated in a Board meeting<br />
that was not attended by the company's management team.<br />
At the meeting of the Board of Directors on March 16, <strong>2011</strong>,<br />
<strong>Teracom</strong> AB's auditor presented the findings from the audit<br />
of the 2010 financial statements. The President/CEO <strong>and</strong><br />
Executive Vice President/CFO attended each Board meeting.<br />
Representatives from the Group's senior management team<br />
were invited to present certain issues. St<strong>and</strong>ing items that<br />
were covered at Board meetings included the President/CEO's<br />
report <strong>and</strong> monthly financial reporting. Additionally, the<br />
Board addressed several other issues at the meetings held in<br />
<strong>2011</strong>. Particular attention was given to the following items:<br />
• Strategic plan<br />
• Budget<br />
• Development in Boxer TV A/S <strong>and</strong> Digi TV Plus Oy<br />
• The Group's organizational structure<br />
• <strong>Report</strong>s from the audit committee on such items as internal<br />
control <strong>and</strong> audits<br />
• Corporate governance issues <strong>and</strong> Group-wide policies<br />
• <strong>Annual</strong> <strong>and</strong> interim financial statements<br />
Name Function in the Group Board of Directors Number of Board meetings Audit committee<br />
Remuneration<br />
committee<br />
Åsa Sundberg Chairman of the Board 10/10 2/2<br />
Kristina Axberg Bohman Board Member 10/10 7/7<br />
Maria Curman Board Member 8/10 2/2<br />
Ingrid Engström Board Member 10/10 2/2<br />
Lars Grönberg Board Member 10/10 7/7<br />
Johan Hallberg Board Member 6/6 2/2<br />
Urban Lindskog Board Member 9/10 6/7<br />
Nils Petter Tetlie Board Member 5/8<br />
Tobias Henmark Board Member 4/4<br />
John-Olof Blomkvist Board Member 7/10<br />
Magnus Ahxner Board Member 9/9<br />
Claes-Göran Persson Board Member 1/2<br />
Stig-Arne Celin Board Member 2/2<br />
51
Remuneration<br />
The Chairman of the Board <strong>and</strong> all Board members are paid for<br />
their efforts <strong>and</strong> the responsibility that their assignment entails<br />
in accordance with the decisions taken at the AGM. Members<br />
also receive payment for their work in committees. The Board<br />
of Directors decides on remuneration to the President/CEO <strong>and</strong><br />
Executive Vice President/CFO based on preparatory work by the<br />
remuneration committee. When deciding on the remuneration<br />
<strong>and</strong> other employment terms <strong>and</strong> conditions for senior<br />
executives, decisions are based on the guidelines set out the<br />
remuneration policy, which are established by the owner at the<br />
AGM. For more information on remuneration, please see note 6<br />
on pages 74-75 of the annual report.<br />
Audit committee<br />
Each year, the Board appoints an audit committee to obtain<br />
more in-depth knowledge on, <strong>and</strong> to be able to work more efficiently<br />
on, matters relating to risk assessment, internal control,<br />
external reporting <strong>and</strong> auditing. The audit committee is a preparatory<br />
body, whose proposals are passed on to the Board, i.e. the<br />
committee is not authorized to make decisions. The committee's<br />
work is regulated by the Board's Rules of Procedure.<br />
The committee's tasks also include monitoring auditor<br />
impartiality <strong>and</strong> independence by supervising the independent<br />
audit tasks that auditors may be given by the company's<br />
management team. The audit committee also assists the<br />
Board of Directors in assuring the quality of financial<br />
reporting. Following the Board meeting in March <strong>2011</strong>, the<br />
audit committee consisted of three members: Chairman<br />
Kristina Axberg Bohman, Lars Grönberg <strong>and</strong> Urban Lindskog.<br />
The Executive Vice President/CFO, group reporting<br />
manager <strong>and</strong> auditors attended each meeting. However, the<br />
auditors were not present at the meeting to evaluate their<br />
work. Company officers from the Group were invited to<br />
present certain issues. The audit committee always submitted<br />
information about its meetings at the next scheduled Board<br />
meeting. The minutes from each meeting of the audit<br />
committee were sent to each of the Board members or made<br />
available on the Board's website.<br />
During the <strong>2011</strong> financial year, the committee held<br />
seven meetings <strong>and</strong> particular attention was devoted to the<br />
following items:<br />
• <strong>2011</strong> interim reports <strong>and</strong> the 2010 annual report<br />
• Risk assessments<br />
• Critical accounting issues<br />
• Evaluation of the internal controls<br />
• Evaluation of the work done by auditors<br />
• Governing policies for Board decisions<br />
• Internal audit<br />
• Planning of the audit<br />
Remuneration committee<br />
The remuneration committee is a preparatory body that<br />
submits its recommendations to the Board of Directors <strong>and</strong><br />
thus is not authorized to make decisions. The remuneration<br />
committee is responsible for reviewing <strong>and</strong> providing<br />
recommendations to the Board on remuneration principles<br />
<strong>and</strong> pension terms for the company's senior executives in<br />
accordance with the Group's policies. It is also responsible for<br />
reviewing <strong>and</strong> providing recommendations on the President/<br />
CEO's terms of employment, remuneration <strong>and</strong> other benefits<br />
prior to a decision on such matters by the Board of Directors.<br />
The remuneration committee held two meetings during the<br />
<strong>2011</strong> financial year. The committee consists of four members<br />
appointed by the Board, specifically Åsa Sundberg (Chairman),<br />
Maria Curman, Ingrid Engström <strong>and</strong> Johan Hallberg.<br />
Responsibilities of the President/CEO <strong>and</strong> cooperation with<br />
the Board<br />
The Board of Directors appoints the Group's President/CEO,<br />
a position which has been held by Crister Fritzson since<br />
2008. Gunilla Berg was elected Executive Vice President/<br />
CFO at the Board meeting in November 2010. According<br />
to the Companies Act <strong>and</strong> the Board of Directors' Rules of<br />
Procedure, the President/CEO is responsible for the ongoing<br />
administration of the Group's business activities. The Board's<br />
directive for the President/CEO provides detailed information<br />
on the President/CEO's authority <strong>and</strong> obligations.<br />
Cooperation <strong>and</strong> exchange of information between the<br />
President/CEO <strong>and</strong> the Chairman of the Board occurs at<br />
regularly scheduled meetings. Among other things, these<br />
meetings are used to plan upcoming Board meetings. The<br />
President/CEO provides the Board with monthly reports that<br />
help facilitate the Board's ability to continuously monitor the<br />
Group's financial position.<br />
Management structure <strong>and</strong> organization<br />
<strong>Teracom</strong> Group's management team meets every other week<br />
in order to discuss issues relevant to the Group as a whole,<br />
such as allocation of resources, financial developments,<br />
budgets/forecasts, ongoing decisions pertaining to business<br />
operations, governance, risk management, sustainability<br />
issues <strong>and</strong> issues before the Board.<br />
During <strong>2011</strong>, the Group management team consisted<br />
of Crister Fritzson, President <strong>and</strong> CEO of <strong>Teracom</strong> Group<br />
AB, Gunilla Berg, Executive Vice President <strong>and</strong> CFO of<br />
<strong>Teracom</strong> Group AB, the Presidents of the active subsidiaries<br />
in Sweden, Denmark <strong>and</strong> Finl<strong>and</strong> <strong>and</strong> heads of the Group<br />
functions Finance, Communication, Human Resources <strong>and</strong><br />
Strategy <strong>and</strong> Business Development. The Group management<br />
team formulates <strong>and</strong> develops the Group's mission, goals <strong>and</strong><br />
strategies through discussions with the Board <strong>and</strong> it is also<br />
responsible for the on-going administration of the Group.<br />
Changes to the functions included in the Group management<br />
team for 2012 are that, as of January, the head of Finance<br />
will no longer participate <strong>and</strong>, as of March 12, the head of<br />
the new function, Product, will join.<br />
The President/CEO is Chairman of the Group management<br />
team <strong>and</strong> decides on the control mechanisms for the<br />
subsidiaries <strong>and</strong> Group functions. The subsidiaries h<strong>and</strong>le the<br />
operational activities <strong>and</strong> are clearly accountable for their<br />
performance. The Group functions, which are placed in the<br />
Parent Company, have a functional responsibility within their<br />
areas of expertise <strong>and</strong> are charged with the task of actively<br />
supporting the Group management team <strong>and</strong> subsidiaries in<br />
their efforts to achieve the Group's goals.<br />
52
Evaluation of the Board of Directors <strong>and</strong> President/CEO<br />
The Board's Rules of Procedure stipulates that there should<br />
be a written evaluation of the work done by the Board <strong>and</strong><br />
the President/CEO during the past year covering topics such<br />
as how well the Board has collectively executed its tasks <strong>and</strong><br />
the performance of individual Board members. The evaluation<br />
is then submitted to the unit within the Ministry of<br />
Finance that is responsible for the nomination process.<br />
The Board executed an evaluation of its work <strong>and</strong> the<br />
work done by the President/CEO during <strong>2011</strong>. A meeting to<br />
evaluate the President/CEO was held without any members<br />
of the senior management team present.<br />
Internal control within the <strong>Teracom</strong> Group<br />
Effective risk management <strong>and</strong> internal controls within the<br />
Group provide the foundation for long-term growth in value.<br />
The <strong>Teracom</strong> Group has established a set of rules, methods,<br />
routines <strong>and</strong> policy documents aimed at mitigating risks<br />
<strong>and</strong> increasing commercial advantages. Examples of such<br />
governing policies are the financial policy <strong>and</strong> the authorization<br />
rules. Risk management within the Group is based on<br />
established goals, both at a general level <strong>and</strong> at a secondary<br />
level. More information about risk factors <strong>and</strong> how they are<br />
managed by the Group is available on pages 45-46.<br />
Internal audit<br />
The Group discontinued its internal audit function during<br />
the year. The primary reason for this was to increase the efficiency<br />
of internal audit activities.<br />
The Group has implemented an annual self-evaluation<br />
that specifically states the internal control requirements the<br />
Group places on critical processes.<br />
The evaluation is conducted in both the subsidiaries <strong>and</strong><br />
certain Group functions, depending on where the entire or<br />
parts of the process are carried out. The units should state if<br />
the control or measures are carried out <strong>and</strong> present in some<br />
cases proof of this. The auditors then review the answers<br />
with the units in question <strong>and</strong> conduct sample control tests.<br />
If the unit states that insufficient controls <strong>and</strong> measures<br />
have been taken, an action plan is prepared that outlines<br />
a schedule for the measures <strong>and</strong> appoints a responsible<br />
manager. These action plans are submitted to the auditors<br />
<strong>and</strong> the Group Finance Department at <strong>Teracom</strong> Group.<br />
To further ensure adequate internal control, the auditors<br />
annually conduct an in-depth review of several of the critical<br />
processes within the Group.<br />
It is the Board of Director's overall assessment that the<br />
proposed process ensures that the Group practices adequate<br />
internal control. The Board intends to evaluate the need for<br />
an internal audit function on an annual basis <strong>and</strong> explain its<br />
decision in the Corporate Governance <strong>Report</strong>.<br />
Auditors<br />
The auditors elected at the AGM are responsible for examining<br />
the annual report, the accounts, the work done by the<br />
Board of Directors <strong>and</strong> the President/CEO's administration. The<br />
owner is responsible for appointing the company's auditors.<br />
An administrator from the Swedish Government Offices monitors<br />
each step of the procurement process to determine the<br />
auditors, from procurement criteria to selection <strong>and</strong> evaluation.<br />
The final decision is made by the owner at the AGM.<br />
In accordance with the Companies Act, auditors are<br />
appointed to serve for a period of one year. Ongoing evaluations<br />
are conducted to correct any deficiencies that may arise<br />
<strong>and</strong> to clarify owner requirements. The audit firm PriceWaterhouseCoopers<br />
AB was appointed at an extraordinary general<br />
meeting of shareholders in March <strong>2011</strong>. Sten Håkansson,<br />
who is the auditor-in-charge, also has audit assignments<br />
with companies such as COOR, Eniro <strong>and</strong> the Swedish Trade<br />
Council in addition to the <strong>Teracom</strong> Group audit assignment.<br />
The Board's description of internal control for financial<br />
reporting<br />
As per the Swedish Companies Act <strong>and</strong> the Code, the Board of<br />
Directors is responsible for the internal control. This report on<br />
internal control was prepared in accordance with section 7.4<br />
of the Code. As such, it is limited to a description of the internal<br />
control <strong>and</strong> risk management related to the financial statements.<br />
The <strong>Teracom</strong> Group uses Internal Control – Integrated<br />
Framework, which was launched in 1992 by The Committee<br />
of Sponsoring Organizations of the Treadway Commission<br />
(COSO). This is a recognized <strong>and</strong> established framework for<br />
internal control. The Group applies the framework described<br />
in the guidance to the Code. This framework advocates that<br />
internal control should be comprised of the following:<br />
• Control Environment<br />
• Risk Assessment<br />
• Control Activities<br />
• Information <strong>and</strong> Communication<br />
• Monitoring<br />
Control environment<br />
The control environment provides the basis for the internal<br />
control. It is comprised of the culture <strong>and</strong> values that exist<br />
within the Group. To a great extent, these are reflected in policies,<br />
guidelines <strong>and</strong> instructions. The control environment is<br />
also comprised of the allocation of responsibilities, authorities<br />
<strong>and</strong> decision paths that have been defined for the company.<br />
Risk assessment<br />
Risk assessments are made on a regular basis <strong>and</strong> are based<br />
upon the financial <strong>and</strong> non-financial goals that have been<br />
established for the <strong>Teracom</strong> Group. The Group goals are broken<br />
down into operational goals for each subsidiary <strong>and</strong> Group<br />
function. These goals are communicated to the organization.<br />
In order to achieve these goals, the Group has a process that<br />
is based upon materiality criteria. The process also involves<br />
identifying any external or internal risks that could present<br />
obstacles to the company's ability to achieve its goals. In<br />
conjunction with the planning of the internal audit, a number<br />
of different critical areas for financial reporting are identified<br />
<strong>and</strong> selected for special examination. During <strong>2011</strong>, two areas<br />
53
were examined: revenue processes <strong>and</strong> salary processes. One<br />
aspect of the critical processes related to the financial statements<br />
is to conduct risk assessment in order to make sure that<br />
controls are in place that provide reasonable assurance on the<br />
accuracy of the company's financial reporting.<br />
Control activities<br />
Control activities exist within each area where management<br />
has assessed that there is the greatest risk of a significant<br />
impact on the financial statements. Among other things,<br />
these activities include reporting on deviations, attestation<br />
controls, follow-up on budgets, review of authorizations <strong>and</strong><br />
authorities, <strong>and</strong> follow-up on investments. They also include<br />
several key controls related to the reporting process, which<br />
are performed by the person in the organization who has<br />
been allocated responsibility for that task. The effectiveness<br />
<strong>and</strong> design of controls are periodically reviewed <strong>and</strong> tested.<br />
The Group management team also relies on the information<br />
in employee surveys regarding opportunities for improvement<br />
that exist throughout the organization.<br />
Information <strong>and</strong> communication<br />
The purpose of the Group's information activities is to regularly<br />
provide employees, as well as external stakeholders,<br />
with true <strong>and</strong> fair information about the Group. The external<br />
information should be factual, accessible, honest <strong>and</strong><br />
relevant. According to the Government Ownership Policy,<br />
external reporting for state-owned companies should be<br />
just as transparent as it is for companies listed on the stock<br />
exchange. Therefore, external reporting should, where applicable,<br />
follow the recommendations set out in Nasdaq OMX<br />
Stockholm's regulations. <strong>Annual</strong> reports <strong>and</strong> interim reports<br />
are published at www.teracomgroup.se. Internal information<br />
is primarily communicated via the company's Intranet <strong>and</strong><br />
managers. Policies, guidelines <strong>and</strong> instructions are available<br />
to all employees via the company's intranet <strong>and</strong> commonly<br />
accessible disks. The Group's information <strong>and</strong> communication<br />
channels for financial reporting purposes are deemed<br />
to be appropriate <strong>and</strong> well-known. As such, reporting <strong>and</strong><br />
feedback from the business to the Board of Directors <strong>and</strong><br />
management team is thus possible. Financial information is<br />
collected in conjunction with the month-end closing. Those<br />
persons in charge of subsidiaries <strong>and</strong> Group functions are<br />
responsible for commenting on such information as well<br />
as any follow-up. This is compiled in a monthly report that<br />
describes the Group's development. These reports are distributed<br />
to the Board of Directors, the Group management team<br />
<strong>and</strong> the management teams of each subsidiary.<br />
Follow-up<br />
In this phase of control activities, it is possible to assure<br />
the quality of financial reporting <strong>and</strong> identify any potential<br />
deficiencies. The company's controller function is responsible<br />
for monitoring the business <strong>and</strong> reporting to the Group<br />
management team. The Group management team <strong>and</strong> Board<br />
of Directors are assisted by the audit committee <strong>and</strong> the<br />
company's auditors, which regularly examine <strong>and</strong> test how<br />
risk management, controls <strong>and</strong> the management systems are<br />
functioning within the organization. They also help to ensure<br />
that the internal controls that are in place are working as<br />
intended to achieve the stated goals.<br />
Governance for increased profitability <strong>and</strong> a sustainable<br />
society<br />
Focus on responsibility <strong>and</strong> business orientation<br />
The catchwords for the government's administration of<br />
wholly owned companies are openness, active ownership <strong>and</strong><br />
orderliness.<br />
The owner expects its fully owned <strong>and</strong> administered<br />
companies to serve as role models in sustainability issues.<br />
Since 2008, the Group has improved by working on sustainability<br />
issues in a more structured way. This has been a<br />
learning process, where the Group has collected the experiences<br />
of its companies <strong>and</strong> is always striving to improve<br />
<strong>and</strong> renew itself. The <strong>Teracom</strong> Group reports its sustainability<br />
work in accordance with the GRI guidelines at the C+ level.<br />
Policies <strong>and</strong> guidelines<br />
In order to define the Group's fundamental values, a decision<br />
was made in 2010 to update <strong>and</strong> develop new Group-wide<br />
policies, which were adopted by the Board in December <strong>2011</strong>:<br />
• Ethics policy<br />
• Information <strong>and</strong> Public Affairs policy<br />
• Investment policy<br />
• Finance policy<br />
• Security policy<br />
• Remuneration policy<br />
In addition, there are also the following Group policies:<br />
• Diversity policy<br />
• Environmental policy<br />
• Information security policy<br />
The policies provide the foundation for sustainability<br />
work <strong>and</strong> were developed in stages. The ability to underst<strong>and</strong><br />
<strong>and</strong> live up to these policies on a daily basis is what provides<br />
real value when conducting business <strong>and</strong> to the Group's<br />
stakeholders. For this reason, it is important to find ways<br />
of implementing the policies that reach all employees. To a<br />
limited extent, companies belonging to the Group supplement<br />
these with company-specific policies, such as quality,<br />
work environment <strong>and</strong> network security policies.<br />
Ethics policy<br />
The Ethics policy takes precedence over other policies <strong>and</strong><br />
governance documents in the Group. It aims to provide<br />
support <strong>and</strong> guidance to managers <strong>and</strong> employees. The<br />
policy is based on the OECD Guidelines for Multinational<br />
Companies <strong>and</strong> the ten principles in the UN Global Compact,<br />
such as human rights, the environment, diversity, labor law<br />
<strong>and</strong> anti-corruption.<br />
The purpose of the policy is to ensure that all of the<br />
Group's companies <strong>and</strong> employees behave in a manner that<br />
strengthens the organization's profitability while simultane-<br />
54
ously striving to achieve long-term social, environmental <strong>and</strong><br />
financial sustainability. It is possible for every employee to<br />
report incidents that deviate from the Ethics Policy, or the<br />
underlying governance documents <strong>and</strong> instructions, without<br />
it resulting in any form of discrimination of punishment.<br />
Environmental management<br />
Within the Group there is a Group-wide organization for environmental<br />
work. The basis for this work is the environmental<br />
policy, <strong>and</strong> the managers of the Group's various business<br />
activities should ensure that the policy is put into practice in<br />
their respective areas. The policy establishes overall principles<br />
for how the Group should work to achieve a more sustainable<br />
society, from an environmental perspective. Each company<br />
is responsible for integrating the environmental work into a<br />
natural part of its daily operations, thus reducing the Group's<br />
total environmental impact. According to the environmental<br />
policy, the impact on the environment will be minimized by:<br />
• at the Group level, working long term <strong>and</strong> preventively for<br />
a sustainable development of society, in which the environment<br />
is an important aspect<br />
• at each company, identifying the areas that have an impact<br />
on the environment; then, prioritizing <strong>and</strong> working<br />
with the issues that cause the overall environmental impact<br />
to decrease<br />
• methodically establishing goals <strong>and</strong> action plans <strong>and</strong> following<br />
up <strong>and</strong> evaluating the results of environmental<br />
work in order to raise efficiency, quality <strong>and</strong> achieve continual<br />
improvements<br />
• always complying with legal requirements by creating <strong>and</strong><br />
following internal instructions related to the environment<br />
• treating environmental issues with a great deal of openness,<br />
developing the <strong>Sustainability</strong> <strong>Report</strong> <strong>and</strong> communicating<br />
actively with the surrounding world in order to<br />
improve cooperation<br />
• ensuring that all employees are aware of their own responsibility<br />
to strive to decrease environmental impact<br />
<strong>and</strong> that they are familiar with, <strong>and</strong> have access to, the<br />
environmental policy<br />
In order to systematically approach the efforts to<br />
minimize its environmental impact, the Group decided set up<br />
an environmental goal of decreasing its emissions 3 percent<br />
a year until 2020. Based on this environmental goal <strong>and</strong> the<br />
<strong>Teracom</strong> Group's documentation, activities designed to have<br />
a beneficial impact on the environment will be implemented<br />
at the companies during 2012. (Read more about the decided<br />
activities in the Environmental section on pages 31-33 <strong>and</strong><br />
the country sections in the first section of the <strong>Annual</strong> <strong>Report</strong>.)<br />
The Managing Director of each Group company has the<br />
ultimate legal responsibility for the environmental work at<br />
that company. The <strong>Teracom</strong> Group AB's environmental unit<br />
monitors laws <strong>and</strong> requirements <strong>and</strong> provides support for<br />
the managers responsible for implementing corresponding<br />
routines in the organization. Each company has appointed an<br />
environmental coordinator who will work with environmental<br />
issues on a part-time basis <strong>and</strong> form a link between the<br />
Environmental Manager <strong>and</strong> the companies. These coordinators<br />
also form an environmental group that meets twice a<br />
year to find ways for the companies to work together. The<br />
result of this work <strong>and</strong> decisions from the group are to be<br />
reported to the management team of each company as well<br />
as the Group management team. The environmental policy<br />
states that all of the Group's employees are responsible for<br />
making an effort to decrease the environmental impact.<br />
Furthermore, whenever environmental incidents occur<br />
within the <strong>Teracom</strong> Group, the environmental unit is responsible<br />
for investigating the incident, suggesting improvements<br />
<strong>and</strong> reporting the results to the management team.<br />
This facilitates more systematic monitoring <strong>and</strong> simplifies<br />
continual follow-up.<br />
In accordance with the Environmental Code, the areas of<br />
operations that require a permit or must be reported include<br />
the h<strong>and</strong>ling of cooling agents at broadcast stations, the<br />
transportation of dangerous waste products <strong>and</strong> permits for<br />
storing oil at broadcast stations. All of these activities are<br />
performed by <strong>Teracom</strong> AB.<br />
Work environment <strong>and</strong> safety<br />
<strong>Teracom</strong> Group takes considerable responsibility for the<br />
safety of its employees, as well as for their work environment<br />
in general. The Swedish operations have had a structured<br />
work environment policy for a long time. Risky work assignments<br />
require training <strong>and</strong> the proper protective equipment.<br />
The Protection Committees at <strong>Teracom</strong> AB, which consist<br />
of managers <strong>and</strong> safety representatives, have constant access<br />
to relevant knowledge <strong>and</strong> requirements via the Group<br />
function Facility management <strong>and</strong> environment, which is<br />
knowledgeable in matters pertaining to the work environment<br />
<strong>and</strong> environmental safety. Each company's management<br />
team is responsible for company-wide efforts pertaining<br />
to the work environment <strong>and</strong> environmental safety<br />
issues. <strong>Teracom</strong> AB's Protection Committee is responsible for<br />
reporting any environmental <strong>and</strong> work environment incidents<br />
to the company management team. <strong>Teracom</strong> AB's Protection<br />
Committee also serves as an advisory body. The Protection<br />
Committee's recommendations should serve as guidelines for<br />
decisions on measures to be taken at the authorized level of<br />
the companies. Starting in 2012, work environment issues for<br />
the Swedish portion of the Group will be h<strong>and</strong>led by a joint<br />
Work Environment Committee.<br />
Crisis organization<br />
It is very important that <strong>Teracom</strong> AB has reliable operations<br />
<strong>and</strong> can provide a high level of service. In the event of<br />
crises <strong>and</strong> serious disruptions, <strong>Teracom</strong> AB activates a wellestablished<br />
organization to effectively limit damages <strong>and</strong><br />
restore operations. The requirements within digital TV <strong>and</strong><br />
FM radio are particularly high. In addition to its assignment<br />
to safeguard public service broadcasts from democratic <strong>and</strong><br />
educational perspectives, <strong>Teracom</strong> AB offers services that are<br />
important to society. One example is the service Important<br />
Public Announcements (IPA), which must always be available<br />
in the event the general public must be warned about serious<br />
events. Radio newspapers, a service that provides people with<br />
different types of functional disabilities access to daily newspapers<br />
<strong>and</strong> for which <strong>Teracom</strong> provides the technical platform,<br />
are also important.<br />
55
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3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
Group management<br />
1. Crister Fritzson (Born 1961)<br />
President <strong>and</strong> CEO, employed since 2001. Previously<br />
President of Boxer TV-Access AB, Vice President<br />
with global responsibility for Marketing <strong>and</strong> Sales at<br />
Allgon Systems, Channel Manager at Motorola <strong>and</strong><br />
Head of Nordic/Baltic Region at Motorola. Board<br />
assignments at Boxer TV-Access AB, Digi TV Plus<br />
Oy <strong>and</strong> Boxer TV A/S. Diploma in Market Economy<br />
<strong>and</strong> MBA from Nordic School of Marketing <strong>and</strong><br />
Executive Management Program at INSEAD.<br />
2. Gunilla Berg (Born 1960)<br />
Executive Vice President <strong>and</strong> CFO, employed since<br />
2010. Previously Executive Vice President <strong>and</strong> CFO for<br />
the SAS Group, Executive Vice President <strong>and</strong> CFO for<br />
the Swedish Cooperative Union (KF) <strong>and</strong> various management<br />
positions at AGA <strong>and</strong> Svenska Shell. Board<br />
assignments at Alfa Laval AB <strong>and</strong> Lundbergföretagen<br />
AB. MSc from the Stockholm School of Economics.<br />
3. Steffen Weber (Born 1967)<br />
Acting Managing Director of <strong>Teracom</strong> A/S,<br />
employed since 2009. Previously CFO at <strong>Teracom</strong><br />
Denmark, CFO at Privathospital Hamlet, CFO at<br />
TDC Norway <strong>and</strong> Controller at Nykredit A/S. MSc in<br />
Business Administration <strong>and</strong> Managerial Accounting<br />
from Copenhagen Business School.<br />
4. Pierre Helsén (Born 1951)<br />
Director of Strategy & Research, employed since<br />
July 2007. Previously Head Secretary at the Digital<br />
TV Commission, Investment Manager at Sk<strong>and</strong>ia<br />
Mediainvest, CFO at SVT <strong>and</strong> CFO at TV4. Board<br />
assignments at Sundbybergs Stadsnätsbolag &<br />
Pampas Produktion. Studied business management<br />
at Uppsala University.<br />
5. Niklas Engström (Born 1973)<br />
Director of Product, employed since 2012. Previously<br />
manager at New Business & Product Management<br />
Bredb<strong>and</strong>sbolaget, manager at Media &<br />
Entertainment XlentStrategy <strong>and</strong> consultant at<br />
Andersen Consulting. MSc in Industrial Economics<br />
& Management from the KTH Royal Institute of<br />
Technology in Stockholm.<br />
6. Stephan Guiance (Born 1960)<br />
Managing Director of <strong>Teracom</strong> AB, employed since<br />
2008. Previously President of FastTV.net AB <strong>and</strong><br />
employed at Sweden On Line, as President for the<br />
years 1995–2002. Studied business management at<br />
Stockholm University.<br />
7. Andrea Gisle Joosen (Born 1964)<br />
Managing Director of Boxer TV-Access AB,<br />
employed since <strong>2011</strong>. Previously Managing<br />
Director Panasonic Nordic AB, Managing Director<br />
Nordic for Chantelle AB, Managing Director Nordic<br />
for Twentieth Century Fox Home Entertainment<br />
AB, Marketing Director Nordic at Johnson &<br />
Johnson Consumer Products AB. Board assignment<br />
at Board Hakon Invest AB. MSc in Business <strong>and</strong><br />
Economics from Copenhagen Business School.<br />
8. Jyri Ratia (Born 1972)<br />
Managing Director of Digi TV Plus Oy, employed<br />
since 2010. Previously Senior Vice President,<br />
Business Development Sanoma Entertainment Oy,<br />
Vice President Television Welho cable operator<br />
business Sanoma Television Oy, Head of Marketing<br />
<strong>and</strong> Sales, Marketing Manager Br<strong>and</strong> Manager<br />
Sanoma Television Oy. MSc (Econ) Helsinki School<br />
of Economics.<br />
9. Steen Ulf Jensen (Born 1966)<br />
Managing Director of Boxer TV A/S, employed since<br />
2008, associated with Boxer since 2006. Previously<br />
Founder <strong>and</strong> Partner at Jensengroup Consulting<br />
playing a key role in Boxer's application as<br />
operator in Denmark, CEO of Viasat Distribution,<br />
Chief Operating Officer Viasat Broadcasting, CEO<br />
of Viasat Denmark. Board assignment at AH Metal<br />
Solution. MBA from Copenhagen Business School.<br />
10. Marianne Winblad von Walter (Born 1969)<br />
Human Resources Director, employed since 2010.<br />
Previously HR Director NASDAQ OMX, HR Manager<br />
Gillette Group Nordic, HR Specialist <strong>and</strong> Acting<br />
Head of HR at MTG AB. BSc from Uppsala University.<br />
11. Johan Bobert (Born 1960)<br />
Communications Director, affiliated with <strong>Teracom</strong><br />
<strong>and</strong> Boxer since 2002, employed since <strong>2011</strong>. Previously<br />
Partner <strong>and</strong> Executive Vice President at Hill<br />
& Knowlton Sweden AB <strong>and</strong> Senior Consultant at<br />
Jerry Bergström AB. Studied political science <strong>and</strong><br />
history at Stockholm University. Studied marketing<br />
communications at RMI Berghs.<br />
56
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Board of Directors<br />
1. Åsa Sundberg (Born 1959)<br />
Chairman of the Board since 2008, Managing Director<br />
Net 1 Sverige. Active in, <strong>and</strong> partner of the risk capital<br />
company, Provider Venture Partner. Previously CEO<br />
of Telia Engineering <strong>and</strong> Telia Prosoft as well as head<br />
of Telia's International Network <strong>and</strong> Carrier business.<br />
Other current <strong>and</strong> previous board assignments at<br />
Aspiro AB, The Cloud Networks Ltd, Fox Technologies<br />
Inc, APTV AB <strong>and</strong> Mobilaris AB. MSc from the KTH<br />
Royal Institute of Technology in Stockholm.<br />
2. Lars Grönberg (Born 1949)<br />
Member since 2005. Previously President <strong>and</strong> CEO of<br />
Intrum Justitia <strong>and</strong> director responsible for foreign<br />
operations at TeleDenmark. Other board assignments<br />
at Matkompaniet AB, Bindomatic AB, Connecta AB,<br />
Br. Perssons Byggnads AB, Business Security AB,<br />
Qamcom AB, Quadracom AB <strong>and</strong> Sk<strong>and</strong>ia Elevator AB.<br />
MSc <strong>and</strong> PhD from Stockholm School of Economics.<br />
3. Kristina Axberg Bohman (Born 1959)<br />
Member since 2007, President of Bohman Consulting<br />
& Advisory AB. Previously CFO at Manpower,<br />
CFO at LG P Telecom, Financial Controller at Telia<br />
AB <strong>and</strong> Financial Controller at Akzo Nobel. MSc<br />
from Linköping University.<br />
4. Urban Lindskog (Born 1965)<br />
Member since 2007, President of Oryx Simulations<br />
AB. Previously CEO of Scharp & Lindskog AB<br />
<strong>and</strong> Lindskog & Partners AB, CEO of Catella IT AB.<br />
Other board assignments at Algoryx Simulation<br />
AB, Carmenta Sverige AB <strong>and</strong> Sonetel AB. MSc in<br />
system engineering from the KTH Royal Institute of<br />
Technology in Stockholm <strong>and</strong> MBA from INSEAD in<br />
Fontaine bleau, France.<br />
5. Maria Curman (Born 1950)<br />
Member since 2007, President of Bonnier Books.<br />
Previously MD for SVT <strong>and</strong> President <strong>and</strong> Director<br />
of Bonnier Utbildning AB. Other Board assignments<br />
at Axfood, Bonnier Media Germany,<br />
Cappelen Damm Norway <strong>and</strong> Bonnierförlagen AB.<br />
MSc from the Stockholm School of Economics.<br />
6. Nils-Petter Tetlie (Born 1965)<br />
Member since <strong>2011</strong>, President of Fujifilm Sverige AB<br />
Previously Executive Vice President at Bredb<strong>and</strong>sbolaget,<br />
Network Director at Telia AS. Other (previous)<br />
board assignment at Aspiro AB. MSc from Heriot<br />
Watt University/Edinburgh.<br />
7. Ingrid Engström (Born 1958)<br />
Member since 2003, Senior Executive Advisor SE<br />
B. Previously Senior Vice President Operations,<br />
Purchase <strong>and</strong> HR at Eniro AB, President of Know<br />
It AB <strong>and</strong> President of ComHem AB. Other board<br />
assignment at Bisnode. MA in Applied Psychology<br />
from Uppsala University.<br />
8. Johan Hallberg (Born 1974)<br />
Member since <strong>2011</strong>. Administrator, Swedish Government<br />
Offices. Previously Lenner & Partners, Director<br />
– Team Head for Stockholm Corporate Finance <strong>and</strong><br />
Associate at HSBC Investment Bank in London. Other<br />
board assignments at Metria AB <strong>and</strong> Oak Capital<br />
Group AB. MSc from Stockholm School of Economics.<br />
9. Stig-Arne Celin (Born 1953)<br />
Deputy Board Member since 2002, union representative<br />
for ST at <strong>Teracom</strong> Group. Service engineer at<br />
Gävle FM/TV station, <strong>Teracom</strong> Sweden.<br />
10. Magnus Ahxner (Born 1973)<br />
Member since <strong>2011</strong>, union representative for<br />
Akademikerna at <strong>Teracom</strong> Group. Business development<br />
at the <strong>Teracom</strong> Group. Deputy member of<br />
<strong>Teracom</strong> AB's Board of Directors in 2010.<br />
11. Niklas Hanson (Born 1977)<br />
Deputy Board Member since <strong>2011</strong>, union representative<br />
for Akademikerna at <strong>Teracom</strong> Group. Project<br />
manager at the <strong>Teracom</strong> Group.<br />
12. John-Olof Blomkvist (Born 1949)<br />
Member since 1995, union representative for ST<br />
at <strong>Teracom</strong> Group. Maintenance planner at the<br />
<strong>Teracom</strong> Group.<br />
Auditors<br />
PriceWaterhouseCoopers AB, auditor-in-charge<br />
Sten Håkansson – authorized public accountant<br />
<strong>and</strong> sustainability verification officer Fredrik<br />
Ljungdahl – expert member of FAR.<br />
57
Financial overview of the Group<br />
MSEK <strong>2011</strong> 2010 2009 2008 2008* 2007 2006 2005<br />
Net profit/loss<br />
Operating income 4 059 3 852 3 408 2 991 3 188 3 312 3 004 2 700<br />
Depreciation/amortization <strong>and</strong> impairment -423 -349 -281 -277 -374 -429 -408 -411<br />
Operating profit/loss 376 293 496 635 581 625 495 360<br />
Profit (loss) before taxes 325 281 483 622 568 669 490 359<br />
Profit (loss) for the year 168 201 269 460 421 470 354 277<br />
of which holdings without a controlling interest - - - 91 91 80 56 33<br />
Financial position*<br />
Total assets 5 553 5 698 4 190 3 765 3 765 3 803 3 919 3 644<br />
Equity 1 773 1 743 1 685 1 666 1 666 1 810 1 776 1 602<br />
of which holdings without a controlling interest 0 0 0 0 0 80 86 60<br />
Interest-bearing liabilities 2 016 2 381 1 016 306 306 7 11 15<br />
Non-interest bearing liabilities 1 764 1 574 1 489 1 793 1 793 1 906 2 046 1 967<br />
Cash flow<br />
Cash flow from operating activities 645 789 286 618 581 995 738 827<br />
Cash flow from investing activities -344 -1 528 -519 -1 200 -1 242 -238 -263 -447<br />
Cash flow from financing activities -458 1 040 293 -180 -180 -436 -219 -208<br />
Cash flow for the year -157 301 60 -762 -841 321 256 172<br />
Key ratios<br />
Operating margin, % 9 8 15 21 18 19 16 13<br />
Return on equity, % 10 12 16 26 24 26 21 19<br />
Return on capital employed, % 10 10 22 34 32 34 27 18<br />
Equity ratio, % 32 31 40 44 52 48 45 44<br />
Debt/equity ratio 0,98 1,12 0,54 0,14 0,14 0 0 0<br />
EBITDA 799 642 777 912 955 1 054 903 771<br />
Net liability over EBITDA 2 177 3 041 1 171 254 243 -161 -168 -417<br />
Average number of employees 707 707 638 669 669 674 687 697<br />
* Including operations that were discontinued in 2009<br />
58
Consolidated Income Statement<br />
MSEK Note <strong>2011</strong> 2010<br />
Operating income 2,3,4<br />
Net sales 4 046 3 848<br />
Other income 13 4<br />
4 059 3 852<br />
Work performed by the company for its own use <strong>and</strong> capitalized 5 25 9<br />
Operating expenses<br />
Material costs -214 -235<br />
Personnel expenses 6,7 -614 -571<br />
Depreciation/amortization 4,8 -404 -331<br />
Impairment 4,9 -19 -18<br />
Transmission -385 -472<br />
Program company costs -1 038 -972<br />
Other expenses 10,11 -1 034 -969<br />
Operating profit/loss 4 376 293<br />
Financial income 12 27 37<br />
Financial expenses 12 -78 -49<br />
Profit (loss) before taxes 325 281<br />
Tax on profit for the year 13 -157 -80<br />
Profit (loss) for the year 168 201<br />
Consolidated Statement of Comprehensive Income<br />
MSEK <strong>2011</strong> 2010<br />
Profit (loss) for the year 168 201<br />
Other comprehensive income:<br />
Cash flow hedges -37 0<br />
Hedges of net investments -6 0<br />
Translation differences 3 -33<br />
Income tax related to "Other comprehensive income" items 12 0<br />
Total Other comprehensive income for the year, net after tax -28 -33<br />
Total comprehensive income for the year 140 168<br />
Comprehensive income for the period related to:<br />
Parent Company shareholders 140 168<br />
Holdings without a controlling interest 0 0<br />
Total comprehensive income for the year 140 168<br />
59
Consolidated Balance Sheet<br />
MSEK Note <strong>2011</strong>-12-31 2010-12-31<br />
ASSETS<br />
Fixed assets<br />
L<strong>and</strong> <strong>and</strong> buildings 15 755 771<br />
Plant <strong>and</strong> machinery 15 1 969 2 071<br />
Equipment, tools, fixtures <strong>and</strong> fittings 15 31 33<br />
Construction-in-progress 15 238 164<br />
Goodwill 16 1 181 1 214<br />
Other intangible assets 16 257 351<br />
Other financial assets 17 95 114<br />
Derivative instruments 21 2 0<br />
Total fixed assets 4 528 4 718<br />
Current assets<br />
Inventories 19 67 25<br />
Accounts receivable 20 321 295<br />
Income tax recoverable 18 0<br />
Other receivables 44 24<br />
Derivative instruments 21 0 17<br />
Prepaid expenses <strong>and</strong> accrued income 22 329 242<br />
Other financial receivables 26 0<br />
Cash equivalents 21 220 377<br />
Total current assets 1 025 980<br />
TOTAL ASSETS 5 553 5 698<br />
EQUITY AND LIABILITIES<br />
Equity 23<br />
Share capital 0 250<br />
Other contributed capital 1 633 653<br />
Translation reserve -77 -49<br />
Earned profits including net profit/loss for the year 217 889<br />
Total equity 1 773 1 743<br />
Long-term liabilities<br />
Liabilities to credit institutions 3, 21 1 783 2 134<br />
Derivative instruments 21 16 0<br />
Deferred income 24 79 70<br />
Deferred tax liabilities 18 330 362<br />
Provisions for pensions <strong>and</strong> similar obligations 7,25 1 1<br />
Total long-term liabilities 2 209 2 567<br />
Current liabilities<br />
Liabilities to credit institutions 3, 21 75 76<br />
Accounts payable 442 329<br />
Other current liabilities 285 217<br />
Derivative instruments 21 10 0<br />
Accrued expenses <strong>and</strong> deferred income 24 755 764<br />
Provisions 25 4 2<br />
Total current liabilities 1 571 1 388<br />
Total liabilities 3 780 3 955<br />
TOTAL EQUITY AND LIABILITIES 5 553 5 698<br />
Pledged assets 28 0 0<br />
Contingent liabilities 29 0 0<br />
60
Consolidated Cash Flow Statement<br />
MSEK Note <strong>2011</strong> 2010<br />
Operating activities<br />
Operating profit/loss 376 293<br />
Depreciation/amortization <strong>and</strong> impairment 423 349<br />
Other items not affecting liquidity 105 44<br />
Interest received 9 1<br />
Interest paid -62 -17<br />
Income tax paid -149 -165<br />
Cash flow from operating activities before changes in working capital 702 505<br />
Cash flow from changes in working capital<br />
Change in inventories -42 37<br />
Change in accounts receivable -26 134<br />
Change in other operating assets -108 27<br />
Change in accounts payable 112 17<br />
Change in other operating liabilities 7 69<br />
Cash flow from changes in working capital -57 284<br />
Cash flow from operating activities 645 789<br />
Investing activities<br />
Investments in property, plant <strong>and</strong> equipment -287 -242<br />
Investments in intangible assets -45 -42<br />
Acquisition of subsidiaries 27 0 -1 241<br />
Other -12 -3<br />
Cash flow from investing activities -344 -1 528<br />
Financing activities<br />
New loans 27 1 809<br />
Amortization of loans -375 -659<br />
Dividends -110 -110<br />
Cash flow from financing activities -458 1 040<br />
Cash flow for the year -157 301<br />
Cash equivalents at the beginning of the year 377 78<br />
Exchange rate differences on cash equivalents 0 -2<br />
Cash equivalents at the end of the year 220 377<br />
61
Consolidated Statement of Changes in Equity<br />
MSEK<br />
Share capital<br />
Attributable to the Parent Company's shareholders<br />
Other<br />
contributed<br />
capital<br />
Reserves<br />
Profit<br />
brought<br />
forward<br />
Opening balances, 1 January 2010 250 653 -16 798 1 685<br />
Comprehensive income<br />
Profit (loss) for the year 201 201<br />
Other comprehensive income<br />
Exchange rate differences -33 -33<br />
Total Other comprehensive income 0 0 -33 0 -33<br />
Total comprehensive income 0 0 -33 201 168<br />
Transactions with shareholders<br />
Dividend pertaining to 2009 -110 -110<br />
Total transactions with shareholders 0 0 0 -110 -110<br />
Total<br />
equity<br />
Opening balances, 1 January <strong>2011</strong> 250 653 -49 889 1 743<br />
Comprehensive income<br />
Profit (loss) for the year 168 168<br />
Other comprehensive income<br />
Cash flow hedges -37 -37<br />
Hedging of net investment -6 -6<br />
Exchange rate differences 3 3<br />
Income tax related to Other comprehensive income 12 12<br />
Total Other comprehensive income 0 0 -28 0 -28<br />
Total comprehensive income 0 0 -28 168 140<br />
Transactions with shareholders<br />
Dividend pertaining to 2010 -110 -110<br />
New Group structure 1 June <strong>2011</strong> -250 980 - -730 0<br />
Total transactions with shareholders -250 980 0 -840 -110<br />
Closing balance, 31 December <strong>2011</strong> 0*) 1 633 -77 217 1 773<br />
*) Share capital amounts to SEK 50,000<br />
62
Parent Company Income Statement<br />
MSEK<br />
Note<br />
<strong>2011</strong>-06-01<br />
<strong>2011</strong>-12-31<br />
Operating income 2,14<br />
Net sales 33<br />
33<br />
Operating expenses<br />
Other external expenses 10,11 -13<br />
Personnel costs 6,7 -57<br />
Operating profit/loss -37<br />
Profit from financial investments<br />
Interest income <strong>and</strong> similar items 12 24<br />
Income from Group companies 12 297<br />
Interest expenses <strong>and</strong> similar items 12 -83<br />
Profit/loss after financial items 201<br />
Deferred tax 13 25<br />
Profit (loss) for the year 226<br />
Parent Company Statement of Comprehensive Income<br />
MSEK<br />
Note<br />
<strong>2011</strong>-06-01<br />
<strong>2011</strong>-12-31<br />
Net profit/loss for the period 226<br />
Profit (loss) for the year 226<br />
Other comprehensive income:<br />
Other comprehensive income for the year, net after tax 0<br />
Total comprehensive income for the year 226<br />
63
Parent Company Balance Sheet<br />
MSEK Note <strong>2011</strong>-12-31<br />
ASSETS<br />
Fixed assets<br />
Financial assets<br />
Participations in Group companies 26 5 292<br />
Receivables from Group companies 14 134<br />
Deferred tax assets 18 25<br />
Total financial assets 5 451<br />
Total fixed assets 5 451<br />
Current assets<br />
Receivables from Group companies 14 377<br />
Prepaid expenses <strong>and</strong> accrued income 22 2<br />
Total current receivables 379<br />
Cash <strong>and</strong> bank balances 21 212<br />
Total current assets 591<br />
TOTAL ASSETS 6 042<br />
EQUITY AND LIABILITIES<br />
Equity 23<br />
Restricted equity<br />
Share capital 0<br />
Total restricted equity 0<br />
Non-restricted equity<br />
Profit brought forward 1 633<br />
Profit (loss) for the year 226<br />
Total non-restricted equity 1 859<br />
TOTAL equity 1 859<br />
LIABILITIES<br />
Long-term liabilities<br />
Liabilities to credit institutions 21 1 783<br />
Liabilities to Group companies 14 1 510<br />
Total long-term liabilities 3 293<br />
Current liabilities<br />
Liabilities to credit institutions 21 75<br />
Accounts payable 2<br />
Liabilities to Group companies 14 789<br />
Income tax liability 3<br />
Other current liabilities 3<br />
Accrued expenses <strong>and</strong> deferred income 24 14<br />
Provisions 25 4<br />
Total current liabilities 890<br />
TOTAL EQUITY AND LIABILITIES 6 042<br />
MEMORANDUM ITEMS<br />
Pledged assets 28 0<br />
Contingent liabilities 29 0<br />
64
Parent Company Cash Flow Statement<br />
MSEK Note <strong>2011</strong><br />
Operating activities<br />
Profit/loss before financial items -37<br />
Other items not affecting liquidity -2<br />
Interest received 2<br />
Dividends received 297<br />
Interest paid -59<br />
Cash flow from operating activities before changes in working capital 201<br />
Cash flow from changes in working capital<br />
Change in Group receivables -373<br />
Change in Other current assets -6<br />
Change in Other operating liabilities <strong>and</strong> provisions 815<br />
Cash flow from changes in working capital 436<br />
Cash flow from operating activities 637<br />
Investing activities<br />
Acquisition of subsidiaries 26 -5 292<br />
Investments in other financial assets -134<br />
Cash flow from investing activities -5 426<br />
Financing activities<br />
New issue 1 633<br />
New long-term loans 3 878<br />
Amortization of long-term loans -510<br />
Cash flow from financing activities 5 001<br />
Cash flow for the year 212<br />
Cash equivalents at the beginning of the year 0<br />
Cash equivalents at the end of the year 212<br />
65
Parent Company Statement of Changes in Equity<br />
MSEK<br />
Share capital<br />
Other<br />
contributed<br />
capital<br />
Statutory<br />
reserve<br />
Profit<br />
brought<br />
forward<br />
New Group structure 1 June <strong>2011</strong> 0*) 1 633 0 0 1 633<br />
Comprehensive income<br />
Profit (loss) for the year 226 226<br />
Total<br />
Other comprehensive income 0 0 0 0 0<br />
Total Other comprehensive income 0 0 0 0 0<br />
Total comprehensive income 0 0 0 226 226<br />
Transactions with shareholders 0 0 0 0 0<br />
Total transactions with shareholders 0 0 0 0 0<br />
Closing balance, 31 December <strong>2011</strong> 0 1 633 0 226 1 859<br />
*) Share capital amounts to SEK 50,000<br />
66
Notes<br />
Contents<br />
Note Description Page<br />
1 Accounting <strong>and</strong> valuation principles 67<br />
2 Operating income 72<br />
3 Leases 72<br />
4 Segment reporting 73<br />
5<br />
Work performed by the company for its own use <strong>and</strong><br />
capitalized<br />
73<br />
6 Employees <strong>and</strong> remuneration 74<br />
7 Pensions 76<br />
8 Depreciation/amortization 78<br />
9 Impairment 78<br />
10 Other expenses 78<br />
11 Remuneration to auditors 78<br />
12 Financial income <strong>and</strong> financial expenses 78<br />
13 Tax on profit for the year 79<br />
14 Information concerning closely related parties 79<br />
15 Property, plant <strong>and</strong> equipment 80<br />
Note Description Page<br />
16 Goodwill <strong>and</strong> other intangible assets 81<br />
17 Other financial assets 83<br />
18 Deferred tax 83<br />
19 Inventories 84<br />
20 Accounts receivable 84<br />
21 Financial instruments <strong>and</strong> financial risk management 84<br />
22 Prepaid expenses <strong>and</strong> accrued income 87<br />
23 Equity 88<br />
24 Accrued expenses <strong>and</strong> deferred income 88<br />
25 Provisions 88<br />
26 Shares <strong>and</strong> participations in Group companies 89<br />
27 Acquired businesses 89<br />
28 Pledged assets 89<br />
29 Contingent liabilities/guarantees 89<br />
Note 1. Accounting <strong>and</strong> valuation principles<br />
Basis for the preparation of the financial statements<br />
The consolidated financial statements have been prepared in accordance with<br />
IAS 27 <strong>and</strong> through application of International Financial <strong>Report</strong>ing St<strong>and</strong>ards<br />
(IFRS) as adopted by the EU. The application of these st<strong>and</strong>ards has been<br />
supplemented by the interpretations issued by the International Financial<br />
<strong>Report</strong>ing Interpretations Committee (IFRIC).<br />
The consolidated financial statements were prepared in accordance with<br />
the cost method with the exception of financial assets <strong>and</strong> liabilities (including<br />
derivative instruments) valued at fair value via the income statement.<br />
Some disclosures are prepared in accordance with Swedish Financial <strong>Report</strong>ing<br />
Board Recommendation RFR 1, the <strong>Annual</strong> Accounts Act <strong>and</strong> the requirements<br />
set forth by the Government Ownership Policy. The Parent Company's<br />
financial statements are prepared in accordance with the same accounting<br />
principles as the consolidated financial statements, with the exception of that<br />
described in the section Parent Company Accounting Principles.<br />
The consolidated financial statements <strong>and</strong> annual report for the financial<br />
year ending on 31 December <strong>2011</strong> were approved for issue by the Board of<br />
Directors <strong>and</strong> Group CEO/President on 16 March 2012 <strong>and</strong> will be brought<br />
forth for adoption at the <strong>Annual</strong> General Meeting on 18 April 2012.<br />
Consolidated financial statements<br />
The consolidated financial statements are prepared in accordance with the<br />
purchase accounting method. This method implies that the identified assets,<br />
liabilities <strong>and</strong> contingent liabilities of the operations acquired are reported<br />
at fair value at the time of the acquisition, in accordance with a prepared<br />
acquisition analysis. The acquisition cost for an acquisition includes the fair<br />
value of assets submitted as consideration <strong>and</strong> liabilities incurred or assumed<br />
on the day of transfer. This amount includes the fair value of assets or liabilities<br />
resulting from agreements for additional consideration. Expenses directly<br />
attributable to the acquisition are recognized as they are incurred. Goodwill<br />
arises <strong>and</strong> is reported as an asset whenever the consideration exceeds fair<br />
value as determined by the acquisition analysis.<br />
The Group's consolidated financial statements include the financial statements<br />
of the Parent Company <strong>and</strong> its directly or indirectly owned subsidiaries<br />
after the elimination of intra-Group transactions, unrealized gains from<br />
inventories <strong>and</strong> amortization of acquired surplus values.<br />
Definition of Group companies<br />
The consolidated financial statements include <strong>Teracom</strong> Group AB <strong>and</strong> all<br />
subsidiaries. Subsidiaries are companies in which <strong>Teracom</strong> Group AB either<br />
directly or indirectly holds more than 50 percent of the voting rights or in<br />
some other way exercises a controlling influence.<br />
With regard to companies acquired or divested during the year, the following<br />
applies:<br />
- Companies acquired during the year were included in the consolidated<br />
income statement as of the date control of the company was obtained.<br />
- Companies divested during the year are included in the consolidated income<br />
statement up until the date <strong>Teracom</strong>'s control was terminated.<br />
Transactions with closely related parties<br />
All transactions with closely related parties are based on market prices.<br />
Foreign currency translation<br />
The consolidated financial statements are prepared in SEK, which is the Parent<br />
Company's functional <strong>and</strong> reporting currency.<br />
Transactions in foreign currencies are converted to the relevant currency<br />
using the exchange rate applicable on the transaction date. Financial assets<br />
<strong>and</strong> liabilities expressed in foreign currencies are reported in the balance sheet<br />
after valuation at the exchange rate prevailing on the balance sheet date.<br />
Exchange rate differences arising during the period due to operating receivables<br />
<strong>and</strong> operating liabilities are reported as part of operating profit (loss),<br />
whereas exchange rate differences attributable to financial assets <strong>and</strong> liabilities<br />
are reported as part of the profit (loss) from financial investments. The<br />
portion of the exchange rate differences that comprises an effective hedge of<br />
net investments is reported under Other comprehensive income.<br />
The balance sheets of foreign subsidiaries were translated to SEK using the<br />
exchange rate prevailing on the balance sheet date. Goodwill <strong>and</strong> adjustments<br />
to fair value arising from acquisitions of foreign companies are treated as<br />
assets <strong>and</strong> liabilities in the foreign subsidiary <strong>and</strong> translated at the exchange<br />
rate prevailing on the balance sheet date. The income statements were translated<br />
using the average exchange rate for the year. The translation difference<br />
arising from the translation is reported directly under Other comprehensive<br />
income.<br />
67
The Group uses forward contracts <strong>and</strong> loans in foreign currency to hedge<br />
certain foreign net investments. Exchange rate differences arising as result of<br />
these contracts <strong>and</strong> loans are transferred to consolidated other comprehensive<br />
income to the extent they correspond to translation differences.<br />
Following the divestment of a foreign subsidiary, the accumulated<br />
exchange rate differences, which were previously transferred to Other comprehensive<br />
income, are reported in the profit/loss for the period as a part of<br />
the profit or loss attributable to the sale.<br />
Segment reporting<br />
For the <strong>Teracom</strong> Group, the Group management team has been identified<br />
as the senior-most decision making body. The Group management team<br />
has established operating segments based on the information used to make<br />
strategic decisions. The operating segments are responsible for the operating<br />
profit <strong>and</strong> the working capital that they manage. Financial expenses, financial<br />
income <strong>and</strong> income tax are dealt with at the Group level. The "Other" item<br />
comprises Group functions, including Group management. These functionbased<br />
departments have income of insignificant amounts, which is why they<br />
are not considered to be separate operating segments (in accordance with<br />
IFRS 8).<br />
The segments are reported in accordance with the same accounting principles<br />
that are applied by the Group. Sales between segments occur at market<br />
terms <strong>and</strong> prices that are fair estimates of current market prices.<br />
Recognition of revenue<br />
Revenue is recognized when it is probable that the financial benefits will flow<br />
to the Group <strong>and</strong> the amount of revenue can be measured reliably. Revenue<br />
from fixed-price contracts for all segments is reported in the Parent Company<br />
in accordance with the percentage of completion method. Profit is thus<br />
recorded at the same rate as the work is completed, provided that the costs<br />
incurred or to be incurred in respect of the transaction can be measured reliably.<br />
Any expected loss on such contracts is recognized as an expense as soon<br />
as such loss is probable. For subscription contracts that provide the customer<br />
access to TV programs, revenue is recognized on a linear basis over the course<br />
of the contract term. This also applies to direct costs associated with such<br />
contracts, which are also recognized on a linear basis over the course of the<br />
contract term. Costs <strong>and</strong> income for program cards (which are needed to see<br />
the coded channels via a box <strong>and</strong> antenna) are not distributed over the course<br />
of the contract term since these cards cannot be returned. Both the income<br />
<strong>and</strong> costs for program cards are reported at the time card fee is invoiced to<br />
the customer.<br />
Net sales<br />
Net sales pertains to revenue from services that have been sold <strong>and</strong> subscriptions<br />
that are part of the Group's ordinary operations, less any discounts <strong>and</strong><br />
value-added tax.<br />
Other income/other operating income<br />
Other income is income obtained from activities that are not part of the<br />
Group's ordinary operations.<br />
Borrowing costs<br />
Borrowing costs, i.e. interest rates <strong>and</strong> other costs incurred in connection with<br />
the borrowing of funds, are recognized in the income statement for the period<br />
to which they refer. There are no loan expenses that are directly attributable<br />
to the purchase, performance or production of a qualified asset <strong>and</strong> thereby<br />
should be capitalized in the asset's cost of acquisition.<br />
Taxes<br />
<strong>Report</strong>ed tax is made up of current tax <strong>and</strong> deferred tax. Current tax refers to<br />
the profit or loss for the period <strong>and</strong> is valued at the tax rate prevailing on the<br />
balance sheet date. Deferred tax is comprised of amounts to be paid in the<br />
future or a reduction of future tax. Deferred tax is calculated in accordance<br />
with the tax rates decided or announced on the balance sheet date.<br />
Deferred tax is based on all identifiable temporary differences that exist on<br />
the balance sheet date. Temporary differences are defined as the difference<br />
between the carrying amount of an asset or liability <strong>and</strong> its tax base. Deferred<br />
tax assets on deficit deductions <strong>and</strong> temporary differences are reported as<br />
assets to the extent it is probable they will be utilized in the future. Deferred<br />
tax assets <strong>and</strong> deferred tax liabilities are reported net when they are attributable<br />
to a single tax authority <strong>and</strong> when a company or a group of companies,<br />
for example via a Group contribution, is legally entitled to net tax assets<br />
against tax liabilities.<br />
The carrying amount of deferred tax assets is reviewed at the end of each<br />
reporting period <strong>and</strong> reduced to the extent that it is no longer probable that<br />
sufficient taxable profit will be available to allow the benefit of part or all<br />
of that deferred tax asset to be utilized. Any such reduction is subsequently<br />
reversed to the extent that it becomes probable that sufficient taxable profit<br />
will be available.<br />
Property, plant <strong>and</strong> equipment<br />
Items of property, plant, <strong>and</strong> equipment are recognized as assets when it is<br />
probable that the future economic benefits associated with the asset will flow<br />
to the Group, <strong>and</strong> the cost of the asset can be measured reliably. Property,<br />
plant <strong>and</strong> equipment are reported at historic cost with deductions for linear,<br />
accumulated depreciation <strong>and</strong> any impairment. Depreciation is calculated<br />
from the point when an asset is acquired or a new plant is put into operation.<br />
Estimated useful lives are applied to both groups of assets <strong>and</strong> individual<br />
assets. L<strong>and</strong> is not depreciated since its useful life is judged to be unlimited. In<br />
all other cases, depreciation is calculated on a linear basis <strong>and</strong> is based on the<br />
following expected useful lives:<br />
Assets<br />
L<strong>and</strong> <strong>and</strong> buildings<br />
Buildings<br />
L<strong>and</strong> improvements<br />
Plant <strong>and</strong> machinery<br />
Permanent equipment in buildings<br />
Distribution equipment<br />
Radio equipment<br />
Power generating equipment<br />
Antenna sites<br />
Mast installations<br />
Equipment, tools, fixtures <strong>and</strong> fittings<br />
Vehicles<br />
Other equipment<br />
Useful life, years<br />
20-40 years<br />
10-20 years<br />
10-15 years<br />
3-10 years<br />
7-15 years<br />
10-15 years<br />
10-20 years<br />
20-30 years<br />
3-6 years<br />
3-5 years<br />
Construction-in-progress<br />
Construction in progress refers primarily to facilities that are being built.<br />
Construction-in-progress is valued in the same way as acquired assets, i.e. in<br />
accordance with the cost method at the cost of acquisition including directly<br />
attributable expenses – that is, valuation in accordance with the actual costs<br />
incurred.<br />
Intangible assets<br />
Goodwill<br />
Goodwill is reported as an intangible asset with an uncertain useful life at<br />
cost with deductions for accumulated impairment.<br />
Br<strong>and</strong>s<br />
Acquired br<strong>and</strong>s refers to <strong>Teracom</strong>'s entitlement to use the Plus TV br<strong>and</strong>,<br />
which was acquired in June 2009, in Finl<strong>and</strong>. The br<strong>and</strong> is reported as an<br />
intangible asset that is considered to have an uncertain useful life <strong>and</strong> is not<br />
amortized.<br />
Customer agreements<br />
The acquisition of <strong>Teracom</strong> A/S in September 2010 included customer agreements,<br />
which were reported as an intangible asset. Acquired customer agreements<br />
are amortized on a linear basis over their useful life, which is 3 years.<br />
Customer relations<br />
Both the acquisition of Digi-TV Plus Oy in June 2009 <strong>and</strong> the acquisition of<br />
<strong>Teracom</strong> A/S in September 2010 included customer relationships that were<br />
reported as intangible assets. These acquired customer relationships are<br />
amortized on a linear basis over their useful lives, which are judged to be 8<br />
<strong>and</strong> 9 years, respectively.<br />
Patents, licenses <strong>and</strong> similar rights<br />
Intangible assets are recognized when it is probable that the future economic<br />
benefits that are attributable to the asset will flow to the Group <strong>and</strong> the cost<br />
of the asset can be measured reliably. Acquired patents, licenses <strong>and</strong> similar<br />
rights are reported at cost with deductions for accumulated amortization <strong>and</strong><br />
any impairment. Patents, licenses <strong>and</strong> similar rights are amortized on a linear<br />
basis over the useful life, which is 3 years. The network activities include<br />
capacity rights that are amortized over a useful life of 10 years.<br />
Test of impairment on fixed assets<br />
The Group assesses at each balance sheet date if there is any indication that<br />
the value of a non-current asset has depreciated. If such an indication arises,<br />
68
the Group conducts an impairment test, i.e. an assessment of the asset's<br />
recoverable amount. Recoverable amount refers to the higher of an asset's<br />
fair value, less sales expenses, <strong>and</strong> its value-in-use. Value-in-use is calculated<br />
as the present value of expected future cash flows that the asset is<br />
expected to generate. The asset is written down by the amount to which the<br />
asset's carrying amount exceeds the recoverable amount. When determining<br />
write-down requirements, the assets are grouped into cash-generating<br />
units. A cash-generating unit is the smallest group of assets generating cash<br />
flows that are in all material aspects independent of cash flows from other<br />
assets or groups of assets. In addition, the Group conducts an annual review<br />
of intangible assets with uncertain useful lives <strong>and</strong> intangible assets that are<br />
not yet available for use. An assessment of whether there are any indications<br />
of impairment is carried out at least once per year.<br />
Leases<br />
A lease is classified as a financial lease if it transfers substantially all of the<br />
risks <strong>and</strong> rewards incident to ownership from the lessor to the lessee. All other<br />
leases are classified as operating leases.<br />
<strong>Teracom</strong> as lessor<br />
Leases where the lessor retains substantially all of the risks <strong>and</strong> rewards incident<br />
to ownership are classified as operating leases. The Group's income from<br />
operating leases primarily comes from rental agreements related to co-locations<br />
in the Group's masts. Any leasing income that arises is allocated to the<br />
proper period <strong>and</strong> revenue is recognized linearly over the lease term. However,<br />
any costs that arise, including depreciation, are expensed as occurred. Depreciation<br />
is in accordance with the rules for each type of asset, respectively.<br />
<strong>Teracom</strong> as lessee<br />
Leasing agreements pertaining to fixed assets, where the Group retains substantially<br />
all of the risks <strong>and</strong> rewards incident to ownership, are classified as<br />
financial leases. At the inception of the lease, financial leases are reported in<br />
the balance sheet at the leased asset's fair value or the present value of the<br />
minimum lease payments (whichever is lower). Fixed assets obtained through<br />
financial lease agreements are primarily vehicles, which are depreciated over<br />
the asset's useful life or the term of the lease (whichever is shorter). Financial<br />
lease payments are appropriated between financial expenses, interest <strong>and</strong> the<br />
reduction (amortization) of the outst<strong>and</strong>ing financial liability, so as to produce<br />
a constant periodic rate of interest on the remaining balance of the liability.<br />
The corresponding payment obligations, less the deduction of financial<br />
expenses, are included in the balance sheet items: Liabilities to credit institutions<br />
(long-term <strong>and</strong> short-term financial liabilities, respectively). Financial<br />
expenses are recognized in the income statement.<br />
For operating leases, the lease payments are recognized as an expense in<br />
the income statement over the lease term on a straight-line basis.<br />
Financial instruments<br />
Financial instruments are any type of contract that gives rise to a financial<br />
asset, financial liability or one's own capital instrument in another company.<br />
For the Group, financial instruments are comprised of the following: cash<br />
equivalents, interest-bearing receivables, accounts receivable, accounts payable,<br />
borrowings <strong>and</strong> derivatives.<br />
Classification of financial assets<br />
Management determines the initial classification of the financial asset. The<br />
purpose of the acquisition of the financial asset determines its classification.<br />
a) Financial assets valued at fair value via the income statement<br />
A financial asset is transferred to this category if it was acquired primarily to<br />
be sold in the short term. Derivatives are classified as held for trading, provided<br />
that they are not identified as hedges, which are valued at fair value via<br />
the income statement. Derivatives are only used for the purpose of managing<br />
the Group’s electricity, currency <strong>and</strong> interest rate risks.<br />
b) Loan receivables <strong>and</strong> accounts receivable<br />
Loan receivables <strong>and</strong> accounts receivable are financial assets with fixed or<br />
determinable payments. The receivables are reported as current assets, with<br />
the exception of receivables maturing more than 12 months after the balance<br />
sheet date, which are classified as non-current assets. The Group's cash<br />
equivalents, accounts receivable <strong>and</strong> loan receivables are included in this<br />
category. Cash equivalents consist of cash, bank balances <strong>and</strong> other current<br />
investments with high liquidity <strong>and</strong> a maturity of no more than three months<br />
that can be easily converted to a known cash amount <strong>and</strong> are only exposed to<br />
negligible risk of fluctuation in value.<br />
c) Investments held until maturity<br />
Investments held to maturity are non-derivative financial assets with fixed or<br />
determinable payments <strong>and</strong> fixed maturity that the company management<br />
has the positive intention <strong>and</strong> ability to hold to maturity.<br />
Recognition <strong>and</strong> measurement of financial assets<br />
Acquisitions <strong>and</strong> sales of financial assets are reported on the transaction date,<br />
i.e. the date the Group undertakes a binding commitment to buy or sell the<br />
asset. Financial assets are reported in the balance sheet when the Group has<br />
transferred the material risks <strong>and</strong> rewards associated with the transaction <strong>and</strong><br />
the counterpart has an obligation to pay. A financial asset is removed from<br />
the balance sheet when the right to receive cash flows from the asset has<br />
expired or was transferred <strong>and</strong> all risks <strong>and</strong> rewards associated with ownership<br />
were transferred from the Group.<br />
a) Financial assets valued at fair value via the income statement are valued at<br />
fair value on a continual basis.<br />
b) Loan receivables <strong>and</strong> accounts receivable are reported initially at fair value<br />
<strong>and</strong> thereafter at amortized cost less any deductions for impairment provisions.<br />
Impairment provisions are made when it is apparent that the company<br />
will not be able to collect the total outst<strong>and</strong>ing amount in accordance<br />
with the original terms. Group companies with pay TV operations, which<br />
have end consumers as part of their customer base, make provisions in<br />
accordance with a pre-determined ladder that has been adapted to the<br />
conditions of each geographic market. Group companies with network<br />
activities, which do business with other companies, make provisions based<br />
on an individual assessment of each customer <strong>and</strong> receivable. The change<br />
in the provision is reported in the income statement as a cost of sales.<br />
c) Investments held to maturity are reported initially at fair value plus transaction<br />
costs. They are then reported at amortized cost, which is equal to<br />
the present value of the remaining cash flows using the effective interest<br />
method.<br />
Derivative instruments <strong>and</strong> hedging<br />
The Group's finance policy only allows derivatives to decrease an underlying<br />
exposure. Using a derivative for trading or any purpose other than hedging is<br />
not allowed. Given this restriction, the Group only holds the following types<br />
of derivatives at the end of the year:<br />
- Currency derivatives held to hedge future payments <strong>and</strong> accounts payable<br />
in foreign currency. These derivatives do not qualify for hedge accounting.<br />
- A portfolio with electricity derivatives to hedge Swedish electricity price risk<br />
which constitute a cash flow hedge.<br />
- A loan in SEK with a variable interest rate that was converted to a DKK<br />
loan with a variable interest rate using a currency interest rate swap, which<br />
should hedge the currency risk in the net investment in the Danish subsidiary,<br />
<strong>Teracom</strong> A/S.<br />
- A fixed interest rate swap that hedges the interest rate risk in parts of the<br />
above-mentioned loans with variable interest rates.<br />
Derivative instruments are reported in the balance sheet at the contract<br />
date <strong>and</strong> at fair value, both initially <strong>and</strong> following subsequent revaluations.<br />
The method for reporting gain or loss depends on whether the derivative<br />
instrument was designated as a hedging instrument <strong>and</strong> the nature of the<br />
hedged item.<br />
When the hedge is entered into, the Group documents the relationship<br />
between the hedging instrument <strong>and</strong> the hedged items as well as the company's<br />
objective for its risk management <strong>and</strong> the risk management strategy<br />
for the hedge. The Group also documents, even when the hedge is entered<br />
into on an ongoing basis, its assessment of whether the derivatives used for<br />
the hedging transactions are expected to be very effective at neutralizing<br />
changes in fair value or cash flows attributable to the hedged risk. Changes<br />
in the hedge reserve are reported under Other comprehensive income in the<br />
consolidated income statement.<br />
Cash flow hedging<br />
The effective portion of the changes in fair value of a derivative instrument<br />
designated as a cash flow hedge is reported under Other comprehensive<br />
income. The gain or loss attributable to the ineffective portion is reported<br />
directly under net financial income in the income statement. For the Group<br />
this refers to the hedging of electricity price risk <strong>and</strong> hedging of interest rate<br />
risk via interest rate swaps.<br />
69
Hedges of net investments<br />
Hedges of net investments in foreign operations are reported similarly to cash<br />
flow hedges. The gain or loss attributable to the effective portion of the hedge<br />
is reported under Other comprehensive income. Gain or loss attributable to<br />
the ineffective portion of the hedge is reported under net financial income in<br />
the income statement. Accumulated gain or loss under Other comprehensive<br />
income is reported in the profit/loss for the period when the foreign operations,<br />
or a part of the operations, is divested. For the Group, this refers to<br />
loans combined with a currency interest rate swap.<br />
Derivatives not subject to hedge accounting<br />
Some derivative instruments do not qualify for hedge accounting. For the<br />
Group, this refers to currency derivatives which hedge future payments <strong>and</strong><br />
accounts payable in foreign currency.<br />
Inventories<br />
Inventories are valued at the lower of cost <strong>and</strong> net realizable value. Cost<br />
includes all costs incurred in delivering the inventories to their present location<br />
<strong>and</strong> condition. Net realizable value is the estimated selling price in the<br />
ordinary course of business, less the estimated cost of completion <strong>and</strong> the<br />
estimated costs necessary to make the sale. The first-in, first-out method<br />
(FIFO) is applied when determining cost. Any losses associated with inventories<br />
or adjustments due to write-downs to the net realizable value are recognized<br />
in the income statement in the period in which they occur.<br />
Provisions<br />
Provisions for environmental rehabilitation, restructuring costs <strong>and</strong> legal<br />
requirements are reported when the Group has an obligation as a result of an<br />
occurred event <strong>and</strong> when it is probable that settlement will require an outflow<br />
of resources <strong>and</strong> when the amount can be estimated reliably. The amount<br />
reported as a provision is the amount that according to the best assessment<br />
is the amount that will need to be paid to settle the obligation at the balance<br />
sheet date. Where the time value of money is of significance, the amount has<br />
been reported at the present value of estimated expenses. Any increase in the<br />
provision that is based on the passage of time is reported as interest expense.<br />
Restructuring costs are reported when the Group has both decided on a<br />
detailed restructuring plan <strong>and</strong> the main features have been announced to<br />
affected parties.<br />
Post-employment remuneration<br />
Post-employment remuneration is reported in accordance with IAS 19 <strong>and</strong><br />
classified as either a defined benefit or defined contribution plan.<br />
Defined benefit plans<br />
A majority of the Group's employees are included in defined benefit pension<br />
plans, which means that employees are guaranteed a pension corresponding<br />
to a certain percentage of their final salary. Defined benefit pension plans<br />
entail that the Group has an obligation to pay contractual benefits to both<br />
current <strong>and</strong> former employees. In addition, defined benefit pension plans<br />
entail that the Group carries both actuarial risk <strong>and</strong> investment risk. Actuarial<br />
risk refers to the risk that the benefits will cost more than anticipated. Defined<br />
benefit pension plans are primarily funded by regular premium payments to<br />
life insurance companies.<br />
Employees of Boxer TV-Access AB are entitled to pension benefits in accordance<br />
with the ITP pension plan, which is a plan that covers many employers<br />
<strong>and</strong> is secured through insurance with Alecta. The ITP pension plan is a<br />
defined benefit plan. However, since the plan assets <strong>and</strong> obligations may<br />
not be allocated to each employer, it is thus reported as a defined contribution<br />
plan in accordance with item 30 in IAS 19. The design of the plan does<br />
not entitle Alecta to allocate to each employer their share of the assets <strong>and</strong><br />
obligations or the information to which the disclosures apply. Therefore, it is<br />
reported as a defined contribution plan, which means that paid premiums are<br />
reported as costs as the benefits are earned.<br />
The Projected Unit Credit Method (PUCM) is used to determine the present<br />
value of the Group's pension commitments <strong>and</strong> expenses. This calculation is<br />
conducted annually by independent actuaries based on actuarial assumptions<br />
determined in conjunction with the balance sheet date.<br />
Changes in the present value of the commitments that are related to<br />
changed actuarial assumptions are treated as actuarial gains or losses <strong>and</strong><br />
distributed across the employee's average remaining period of employment<br />
in accordance with the corridor approach. Differences between expected <strong>and</strong><br />
actual returns on the plan's assets are treated as actuarial gains or losses.<br />
Actuarial gains <strong>and</strong> losses are reported as income or costs if the accumulated<br />
actuarial gain or loss exceeds 10 percent of the higher of the value of<br />
the commitment or the fair value of the plan assets. Any amount in excess of<br />
that is distributed over the remaining expected period of employment for the<br />
employee covered by the particular plan.<br />
The liability reported in the balance sheet for defined benefit pension plans<br />
is the present value of the commitment on the balance sheet date less the<br />
fair value of the managed asset, any expenses relating to prior employment<br />
that have not yet been reported, any actuarial losses not yet reported, <strong>and</strong><br />
increased by any actuarial gains that have not yet been reported. Funded<br />
plans with net assets, i.e. plans with assets exceeding the commitment, are<br />
reported as a financial asset.<br />
Special employer's contribution is calculated as the difference between<br />
the pension expense determined in accordance with IAS 19 <strong>and</strong> the pension<br />
expense determined in accordance with the rules applied in legal entities. Payroll<br />
tax is reported as a cost in the income statement.<br />
Defined contribution pension plans<br />
With regard to defined contribution plans, the company pays a defined fee to<br />
an independent insurance company <strong>and</strong> has no legal obligation to pay additional<br />
fees if this unit does not have sufficient assets to pay all benefits. This<br />
means that the employee bears the actuarial risk <strong>and</strong> investment risk. As such,<br />
no actuarial assumptions are required <strong>and</strong> neither are there any actuarial<br />
gains or losses. The fees are expensed when they fall due for payment.<br />
Loans<br />
Loans are reported initially at the fair value of the inflow of funds less deductions<br />
for transactions costs. After the date of acquisition, the loan is valued at<br />
amortized cost using the effective interest rate method.<br />
Accounts payable<br />
Accounts payable are reported initially at fair value. After the date of acquisition,<br />
accounts payable are valued at amortized cost using the effective interest<br />
rate method.<br />
New or changed accounting st<strong>and</strong>ards as of 1 January <strong>2011</strong><br />
None of the IFRS or IFRIC interpretations that are obligatory for initial application<br />
for financial years starting 1 January <strong>2011</strong> or later are expected to have<br />
a significant impact on the Group.<br />
IAS 24 Related Party Disclosures (revised): The revised st<strong>and</strong>ard clarifies <strong>and</strong><br />
simplifies the definition of a related party. It also removes the requirement<br />
on state affiliates to provide detailed disclosures on all transactions with<br />
the government or other state affiliates. The Group discloses transactions<br />
between Group companies but no longer discloses transactions with other<br />
state affiliates.<br />
IFRIC 14 The Limit on a Defined Benefit Asset, Minimum Funding Requirements<br />
<strong>and</strong> their Interaction (amended): The amendment to IFRIC 14 corrects a previous,<br />
unintentional consequence of the interpretation. According to the previous<br />
version of IFRIC 14, companies were not allowed in some cases to report<br />
certain voluntary advance payments of a minimum funding requirement as<br />
an asset. The amendment does not affect the <strong>Teracom</strong> Group.<br />
New or revised accounting st<strong>and</strong>ards after <strong>2011</strong> that are judged to<br />
have an impact on the <strong>Teracom</strong> Group when they enter into force<br />
The following st<strong>and</strong>ards or amendments were issued by IASB but are not<br />
applicable to the financial year starting 1 January <strong>2011</strong> <strong>and</strong> will not be applied<br />
in advance.<br />
IAS 19 Employee Benefits (revised): This st<strong>and</strong>ard removes the corridor<br />
approach <strong>and</strong> all actuarial gains or losses should be immediately reported<br />
under Other comprehensive income as incurred. Costs for employment from<br />
prior years will be reported on an ongoing basis. Interest expenses <strong>and</strong> expected<br />
return on plan assets will be replaced by net interest, which is calculated<br />
using the discount rate based on the net surplus <strong>and</strong> net deficit in the defined<br />
benefit pension plan. <strong>Teracom</strong> intends to apply the amended st<strong>and</strong>ard for the<br />
financial year starting 1 January 2013 <strong>and</strong> evaluate the effect during 2012. IAS<br />
19 enters into force on 1 January 2013 but has not yet been adopted by the EU.<br />
IFRS 9 Financial Instruments addresses the classification, valuation <strong>and</strong><br />
accounting of financial liabilities <strong>and</strong> assets. IFRS 9 was issued in November<br />
2009 for financial assets <strong>and</strong> October 2010 for financial liabilities <strong>and</strong> replaces<br />
the parts of IAS 39 that are related to the classification <strong>and</strong> measurement of<br />
financial instruments. IFRS 9 states that financial assets should be classified<br />
as one of two categories: fair value or amortized cost. The classification is<br />
made at the time the financial asset is initially recognized based on the company's<br />
business model <strong>and</strong> the characteristics of the contractual cash flows.<br />
70
No major changes will be made for financial liabilities compared to IAS 39.<br />
The most significant change relates to liabilities identified at fair value. The<br />
portion of the change in fair value that is attributable to the credit risk of the<br />
liability should be reported in Other comprehensive income instead of profit<br />
or loss as long as this does not create a recognition inconsistency (accounting<br />
mismatch). The Group intends to apply the new st<strong>and</strong>ard no later than the<br />
financial year starting 1 January 2013 <strong>and</strong> has not yet evaluated the effects.<br />
The st<strong>and</strong>ard has not yet been adopted by the EU.<br />
IFRS 10 Consolidated Financial Statements: This st<strong>and</strong>ard defines the term<br />
"deciding influence" <strong>and</strong> builds on existing principles by identifying controls<br />
as the determining factor in whether a company should be included in the<br />
consolidated financial statements. The st<strong>and</strong>ard provides additional guidance<br />
to assist in the determination of control where this is difficult to assess.<br />
Given the current ownership structure of the Group, the new st<strong>and</strong>ard will<br />
not affect the Group's reporting. IFRS 10 enters into force on 1 January 2013<br />
but has not yet been adopted by the EU.<br />
IFRS 12 Disclosures of Interests in Other Entities: The st<strong>and</strong>ard covers disclosure<br />
requirements for subsidiaries, joint arrangements, associated companies<br />
<strong>and</strong> unconsolidated structured entities. The Group intends to apply IFRS 12<br />
to the financial year starting 1 January 2013 <strong>and</strong> has not yet evaluated the<br />
full effect on the financial statements. IFRS 12 enters into force on 1 January<br />
2013 but has not yet been adopted by the EU.<br />
IFRS 13 Fair Value Measurement: The purpose of the st<strong>and</strong>ard is to make the<br />
fair value measurements more consistent <strong>and</strong> less complicated by providing<br />
an exact definition <strong>and</strong> a single source within IFRS for fair value measurements<br />
<strong>and</strong> related disclosures. The requirements do not exp<strong>and</strong> the area of<br />
application for when fair value should be applied, but rather provide guidance<br />
with regard to how it should be applied when other IFRS already require or<br />
allow fair value measurements. The Group has not yet evaluated the full effect<br />
of IFRS 13 on the financial statements. The Group intends to apply the new<br />
st<strong>and</strong>ard to the financial year starting 1 January 2013. The st<strong>and</strong>ard has not<br />
yet been adopted by the EU.<br />
Use of estimated values<br />
In the preparation of the annual report in accordance with IFRS, Group management<br />
has used assumptions <strong>and</strong> estimates in the reporting of assets <strong>and</strong><br />
liabilities. Discussed below are those areas where there is the greatest risk for<br />
changes in value during the following year due to a potential need to revise<br />
prior assumptions or estimates.<br />
Transactions with minority owners<br />
The <strong>Teracom</strong> Group owns a majority of the shares in the Finnish pay TV operator,<br />
Digi TV Plus Oy. In conjunction with the acquisition in 2009, <strong>Teracom</strong> also<br />
issued a put option over the remaining minority shares <strong>and</strong> <strong>Teracom</strong> also has<br />
a call option to acquire the same shares. The commitment related to the put<br />
option is included in the total acquisition cost. The liability was reported at<br />
fair value based on <strong>Teracom</strong>'s best assessment of what it will have to pay for<br />
the outst<strong>and</strong>ing equity stake. The future payment of the outst<strong>and</strong>ing equity<br />
stake is based on the company's future results <strong>and</strong> it may be adjusted if the<br />
assumptions underlying <strong>Teracom</strong>'s assessment change. The option's interest<br />
rate effect <strong>and</strong> currency effect are reported in the income statement on an<br />
ongoing basis.<br />
Impairment of assets<br />
Non-current asset such as goodwill are reviewed each year to determined<br />
the impairment requirement or when events <strong>and</strong> changes occur that indicate<br />
the carrying amount of an asset cannot be recovered. Company management<br />
regularly conducts a revaluation of the useful life of all tangible <strong>and</strong><br />
intangible assets. It is the opinion of the company's management team that<br />
reasonable changes to the factors forming the basis for the estimation of the<br />
assets' recoverable amounts would not result in the carrying amount exceeding<br />
the recoverable amount.<br />
Accounts receivable<br />
Receivables are reported net after reserves for doubtful debts. The amount<br />
is based on circumstances known at the balance sheet date. Changed conditions,<br />
for example that payments in default increase in scope or the financial<br />
position of a significant customer changes, can result in significant deviations<br />
from the valuation.<br />
Post-employment remuneration<br />
The <strong>Teracom</strong> Group has both defined benefit pension plans <strong>and</strong> defined contribution<br />
pension plans. The defined benefit plans entail actuarial risk <strong>and</strong><br />
investment risk for the Group. Actuarial calculations of pension commitments<br />
<strong>and</strong> pension expenses are based on a number of assumptions, such as the<br />
discount rate, anticipated salary increases, anticipated remaining periods of<br />
employment <strong>and</strong> anticipated return on plan assets. A change in any of these<br />
fundamental assumptions could have a significant impact on calculated pension<br />
commitments, financing requirements <strong>and</strong> pension expenses.<br />
Restructuring costs<br />
Restructuring costs include required impairment of assets <strong>and</strong> other items<br />
that do not affect the cash flow, such as estimated costs for notices of termination<br />
<strong>and</strong> other direct costs related to the phasing out of operations. The<br />
cost calculation is based on detailed action plans that are expected to improve<br />
the Group's cost structure.<br />
Accounting principles for the Parent Company<br />
The Group’s <strong>and</strong> the Parent Company's financial statements <strong>and</strong> terminology<br />
differ since the Group applies IAS 1 <strong>and</strong> the Parent Company applies RFR 2<br />
September <strong>2011</strong> <strong>and</strong> the <strong>Annual</strong> Accounts Act (1995:1554). The Parent Company<br />
is limited in its ability to fully apply IFRS. These limitations are associated<br />
with the Parent Company's application of RFR 2, the <strong>Annual</strong> Accounts Act <strong>and</strong><br />
the Parent Company's tax regulations.<br />
Participations in subsidiaries<br />
Participations in subsidiaries are reported in accordance with the cost method.<br />
The value of the participations is tested when there are indications that<br />
the value has depreciated.<br />
Anticipated dividends<br />
Dividends from Group companies are reported in the income statement after<br />
a decision regarding dividends is made at each subsidiary's <strong>Annual</strong> General<br />
Meeting. Anticipated dividends are reported when the Parent Company unilaterally<br />
has the right to decide on the size of the dividends <strong>and</strong> the Parent<br />
Company has decided on the size of the dividends before it published its<br />
annual report or quarterly reports.<br />
Shareholder contributions <strong>and</strong> Group contributions<br />
Group contributions paid from the Parent Company to subsidiaries are reported<br />
in the Parent Company in the same manner as shareholder contributions.<br />
Shareholder contributions are reported directly against the recipient's equity<br />
with a corresponding increase in "Participations in Group companies" by the<br />
contributor. Alternatively, the Group contribution may be reported as a cost in<br />
the income statement. Group contributions received from subsidiaries should<br />
always be reported in the Parent Company as financial income in the same<br />
manner as a dividend.<br />
Leases<br />
All lease agreements are reported in the Parent Company according to the<br />
rules that apply for operating leases.<br />
Valuation of financial instruments<br />
Unlike the Group, the Parent Company does not adjust financial instruments<br />
to fair value.<br />
Deferred taxes<br />
The <strong>Teracom</strong> Group's deferred tax assets are primarily attributable to loss<br />
deductions <strong>and</strong> temporary differences <strong>and</strong> these are reported if the tax assets<br />
are expected to be recoverable via future taxable income. Changes to the<br />
assumptions regarding future taxable income, or changes to tax rates, can<br />
lead to significant changes in the valuation of deferred taxes.<br />
71
Note 2. Operating income<br />
Note 3. Leasing<br />
Net sales by revenue category<br />
Group<br />
Parent<br />
Company<br />
<strong>2011</strong>-06-01<br />
Revenue category <strong>2011</strong> 2010 <strong>2011</strong>-12-31<br />
Service assignments 4 046 3 848 33<br />
Total 4 046 3 848 33<br />
Net sales for the Group includes income from operating leases in the amount of<br />
SEK 281 (187) million.<br />
Group<br />
Parent<br />
Company<br />
Other income/other <strong>2011</strong>-06-01<br />
operating income <strong>2011</strong> 2010 <strong>2011</strong>-12-31<br />
Exchange gains on receivables or<br />
payables from operating activities<br />
2 4 0<br />
Gains on disposal of equipment 2 0 0<br />
Other 9 0 0<br />
Total 13 4 0<br />
Exchange gains on receivables or payables from operating activities<br />
These are primarily exchange gains on accounts payable.<br />
Other<br />
Primarily attributable to market contributions from program companies.<br />
Leases where the lessor retains substantially all of the risks <strong>and</strong> rewards incident<br />
to ownership are classified as operating leases.<br />
The <strong>Teracom</strong> Group as lessor in operating lease agreements<br />
The Group's income from operating leases is reported as part of net sales in the<br />
income statement. This income primarily comes from co-locations. The <strong>Teracom</strong><br />
Group has a nationwide network in Sweden <strong>and</strong> Denmark of strategically<br />
located masts <strong>and</strong> stations with high performance <strong>and</strong> radio coverage.<br />
Group<br />
Minimum lease<br />
payments<br />
Maturity date <strong>2011</strong> 2010<br />
Within one year 205 194<br />
More than one year, but less than five years 262 379<br />
More than five years 2 3<br />
Total 469 576<br />
The <strong>Teracom</strong> Group as lessee in operating lease agreements<br />
The Group has operating lease agreements primarily relating to commercial<br />
rental contracts for premises for offices <strong>and</strong> technical equipment, co-location<br />
contracts <strong>and</strong> communication contracts. For the remaining term, these contracts<br />
are non-cancelable.<br />
The majority of leasing contracts have terms such that indexing of the<br />
minimum lease payments according to established indexation is possible. The<br />
future minimum lease payments that are required according to non-cancelable<br />
operating lease agreements are as follows:<br />
Group<br />
Minimum lease<br />
payments<br />
Maturity date <strong>2011</strong> 2010<br />
Within one year 44 52<br />
More than one year, but less than five years 59 64<br />
More than five years 24 26<br />
Total 127 142<br />
For the <strong>2011</strong> financial year, total operating lease expenses were SEK 112 (105)<br />
million.<br />
The <strong>Teracom</strong> Group as lessee in financial lease agreements<br />
The Group leases certain items of property, plant <strong>and</strong> equipment, such as service<br />
vehicles, company cars <strong>and</strong> other vehicles.<br />
Leasing agreements pertaining to fixed assets, where the Group retains<br />
substantially all of the risks <strong>and</strong> rewards incident to ownership, are classified<br />
as financial leases. At the inception of the lease, financial leases are reported<br />
in the balance sheet at the leased asset's fair value or the present value of the<br />
minimum lease payments (whichever is lower).<br />
Adjustments to financial lease agreements for depreciation <strong>and</strong> disposals<br />
amounted to SEK 0 (1) million.<br />
72
Note 4 Segment reporting<br />
The Group management team has established operating segments based on<br />
the information used to make strategic decisions. The operating segments are<br />
responsible for the operating profit <strong>and</strong> the working capital that they manage.<br />
The Parent Company with Group functions is reported on the line "Other".<br />
These function-based departments have income of insignificant amounts,<br />
which is why they are not considered to be separate operating segments (in<br />
accordance with IFRS 8). For sales between segments, market terms <strong>and</strong> market<br />
prices are used.<br />
Operating income<br />
Group operating segments,<br />
SEK million<br />
<strong>2011</strong> 2010*)<br />
<strong>Teracom</strong> Sweden 1 478 1 473<br />
Boxer Sweden 2 011 2 041<br />
<strong>Teracom</strong> Denmark 345 92<br />
Boxer Denmark 266 158<br />
Plus TV 556 582<br />
Other 60 7<br />
Group adjustments -657 -501<br />
Total 4 059 3 852<br />
*) Comparable figures for the full-year 2010 were adjusted in accordance with<br />
new principles for operational follow-up.<br />
Operating profit/loss<br />
Group operating segments,<br />
SEK million<br />
<strong>2011</strong> 2010*)<br />
<strong>Teracom</strong> Sweden 469 472<br />
Boxer Sweden 278 331<br />
<strong>Teracom</strong> Denmark 66 21<br />
Boxer Denmark -260 -297<br />
Plus TV -72 -81<br />
Other -54 -83<br />
One-off effects -36 -47<br />
Group adjustments -15 -23<br />
Total 376 293<br />
*) Comparable figures for the full-year 2010 were adjusted in accordance with<br />
new principles for operational follow-up.<br />
Assets / Liabilities Assets Liabilities<br />
Group operating segments, SEK million <strong>2011</strong> 2010 <strong>2011</strong> 2010<br />
<strong>Teracom</strong> Sweden 3 422 5 447 1 851 2 662<br />
Boxer Sweden 1 030 631 874 491<br />
<strong>Teracom</strong> Denmark 1 453 1 842 149 340<br />
Boxer Denmark 346 123 602 227<br />
Plus TV 159 104 293 166<br />
Other 6 045 - 4 183 -<br />
Group adjustments -6 902 -2 449 -4 502 -294<br />
Total 5 553 5 698 3 450 3 592<br />
Investments<br />
Group operating segments,<br />
SEK million<br />
<strong>2011</strong> 2010<br />
<strong>Teracom</strong> Sweden -288 -245<br />
Boxer Sweden -24 -29<br />
<strong>Teracom</strong> Denmark -18 -2<br />
Boxer Denmark 0 0<br />
Plus TV -2 -8<br />
Total -332 -284<br />
Depreciation/amortization<br />
Group operating segments,<br />
SEK million<br />
<strong>2011</strong> 2010<br />
<strong>Teracom</strong> Sweden -255 -257<br />
Boxer Sweden -33 -28<br />
<strong>Teracom</strong> Denmark -90 -21<br />
Boxer Denmark -1 -1<br />
Plus TV -8 -10<br />
Other -17 -14<br />
Total -404 -331<br />
Impairment<br />
Group operating segments,<br />
SEK million<br />
<strong>2011</strong> 2010<br />
<strong>Teracom</strong> Sweden -7 -10<br />
Boxer Sweden 0 -3<br />
<strong>Teracom</strong> Denmark 0 0<br />
Boxer Denmark 0 0<br />
Plus TV -12 0<br />
Other 0 -5<br />
Total -19 -18<br />
Geographic information<br />
Income from external customers, SEK million <strong>2011</strong> 2010<br />
Sweden 2 936 2 980<br />
Finl<strong>and</strong> 588 616<br />
Denmark 481 221<br />
Other countries 54 35<br />
Total 4 059 3 852<br />
The Group's property, plant <strong>and</strong> equipment <strong>and</strong> intangible assets, not including<br />
Group surplus values, are distributed to each respective country in the<br />
table below.<br />
Fixed assets, SEK million <strong>2011</strong> 2010<br />
Sweden 1 731 1 714<br />
Finl<strong>and</strong> 19 36<br />
Denmark 1 357 1 480<br />
Total 3 107 3 230<br />
Note 5. Work performed by the company<br />
for its own use <strong>and</strong> capitalized<br />
Work performed by the company for its own use <strong>and</strong> capitalized consists<br />
of labor costs that are directly related to investments in property, plant <strong>and</strong><br />
equipment.<br />
73
Note 6. Employees <strong>and</strong> remuneration<br />
Group Parent Company<br />
Salaries, other remuneration<br />
<strong>and</strong> social security expenses,<br />
SEK thous<strong>and</strong> <strong>2011</strong> 2010 <strong>2011</strong> 2010<br />
Board members, President/CEO,<br />
Executive Vice President/CFO <strong>and</strong> 19 119 14 502 10 705 -<br />
senior executives<br />
Other employees 388 427 349 698 17 836 -<br />
Total salaries <strong>and</strong> remuneration 407 546 364 200 28 541 -<br />
Social security expenses 113 220 112 852 11 696 -<br />
Pension expenses, defined benefit<br />
plans<br />
21 137 25 915 1 990 -<br />
Pension expenses, defined contribution<br />
pensionplans<br />
52 785 49 523 13 043 -<br />
Other personnel expenses 19 519 18 155 1 906 -<br />
Total personnel expenses 614 207 570 645 57 176 -<br />
Of the Group's pension expenses, SEK 3,745 (1,468) thous<strong>and</strong> was for the<br />
Boards of Directors or persons with the title of president, managing director<br />
or executive vice president within the Group. Outst<strong>and</strong>ing pension obligations<br />
to these individuals are SEK 0 (0) thous<strong>and</strong>.<br />
Of the Parent Company's pension expenses, SEK 1,666 (0) thous<strong>and</strong> was<br />
for the Boards of Directors or persons with the title of president, managing<br />
director or executive vice president within the Group.<br />
No bonuses or comparable remuneration have been paid to the Group<br />
management team, Board members or persons with the title of president,<br />
managing director or executive vice president within the Group.<br />
Remuneration to senior executives<br />
Principles<br />
<strong>Teracom</strong> Group AB's Board of Directors is responsible for appointing the<br />
President/CEO <strong>and</strong> establishing the terms of employment. The Board of Directors<br />
complies with Government guidelines regarding remuneration to senior<br />
executives.<br />
Senior executives include persons that belong to, or have belonged to, the<br />
Group management team. The Group management team consists of 36 (30)<br />
percent women.<br />
The company's President/CEO <strong>and</strong> Executive Vice President each receive<br />
a market-competitive salary, premium-based pension benefits in addition to<br />
what is stipulated in the Swedish National Insurance Act, health insurance, a<br />
company car, individually negotiated terms for termination of employment<br />
<strong>and</strong> severance pay. Senior executives refers to the 11 (9) persons in the Group<br />
who, at some point during <strong>2011</strong> belonged to the Group management team,<br />
excluding the President/CEO <strong>and</strong> Executive Vice President. All pension plans<br />
for senior executives are vesting. Senior executives in the subsidiaries are the<br />
Presidents of each company.<br />
President/CEO Crister Fritzson <strong>and</strong> Executive Vice President Gunilla Berg<br />
have also been assured of pension benefits corresponding to monthly pension<br />
premium payments amounting to 30 percent of their base salary. The retirement<br />
age for the President/CEO <strong>and</strong> Executive Vice President is 65.<br />
Remuneration <strong>and</strong> benefits paid in <strong>2011</strong> to senior executives, SEK thous<strong>and</strong><br />
Other<br />
Position Name Basic salary<br />
remuneration<br />
<strong>and</strong> benefits Total<br />
Pension<br />
expense Notice period Severance pay<br />
Group CEO <strong>and</strong> President of <strong>Teracom</strong> Group AB Crister Fritzson 2 844 291 3 135 896 6 months 18 months<br />
Executive Vice President of <strong>Teracom</strong> Group AB Gunilla Berg 2 400 144 2 544 770 6 months 12 months<br />
Senior executives 11 persons 11 668 855 12 523 3 581<br />
Total 16 912 1 290 18 202 5 247<br />
Remuneration <strong>and</strong> benefits paid in 2010 to senior executives, SEK thous<strong>and</strong><br />
Other<br />
Position Name Basic salary<br />
remuneration<br />
<strong>and</strong> benefits Total<br />
Pension<br />
expense Notice period Severance pay<br />
Group CEO <strong>and</strong> President of <strong>Teracom</strong> AB Crister Fritzson 2 760 313 3 073 896 6 months 18 months<br />
Executive Vice President of <strong>Teracom</strong> AB<br />
Gunilla Berg<br />
Started on 2010-11-01<br />
400 5 405 0 6 months 12 months<br />
Senior executives 9 persons 9 365 779 10 144 3 210<br />
Total 12 525 1 097 13 622 4 106<br />
Comments about the table<br />
- Remuneration to the President/CEO, Executive Vice President <strong>and</strong> other<br />
senior executives consists of a base salary, other benefits <strong>and</strong> a pension.<br />
- All amounts are excluding social security contributions <strong>and</strong> payroll tax.<br />
- Base salary refers to the fixed monthly salary.<br />
- Other remuneration <strong>and</strong> benefits refers to vacation pay, deductions/benefits<br />
for absence due to illness, parental leave deductions/benefits, subsidized<br />
lunch coupons, company cars, increased salary in lieu of a company car,<br />
fuel <strong>and</strong> parking benefits (only for senior executives that have opted out of<br />
having a company car).<br />
- Pension expenses also include health insurance for the President/CEO <strong>and</strong><br />
other senior executives.<br />
- The stated notice period is for termination initiated by the company.<br />
- The Group's auditors have conducted a special review of remuneration to<br />
senior executives.<br />
74
Notice period <strong>and</strong> severance pay<br />
The remuneration to the President/CEO for the <strong>2011</strong> financial year was established<br />
by the Board of Directors. Remuneration to other senior executives was<br />
decided by the President/CEO in consultation with the Chairman of the Board.<br />
Between the Company <strong>and</strong> the President/CEO, Crister Fritzson, a notice period<br />
of six months applies, regardless of whether termination is initiated by the<br />
Company or by the President.<br />
If employment termination is initiated by the Company, the President/CEO<br />
receives severance pay in accordance with the above table. A clarification has<br />
been made that severance pay is only calculated using the fixed portion of the<br />
monthly salary. Severance pay is offset against other income.<br />
If employment termination is initiated by the President, there is accordingly<br />
no severance pay. The same terms apply to the Executive Vice President.<br />
Board remuneration<br />
The Chairman of the Board <strong>and</strong> the Board members receive an annual fee that<br />
is decided at the <strong>Annual</strong> General Meeting. For the Chairman, the annual fee<br />
was SEK 190 (190) thous<strong>and</strong> <strong>and</strong> for Board members, the annual fee was SEK<br />
95 (95) thous<strong>and</strong>. A fee is paid for participation in the audit committee in the<br />
amount of SEK 60 (60) thous<strong>and</strong> to the Chairman <strong>and</strong> SEK 30 (30) thous<strong>and</strong><br />
to each committee member. A fee is paid for participation in the remuneration<br />
committee in the amount of SEK 30 (30) thous<strong>and</strong> to the Chairman <strong>and</strong> SEK<br />
15 (15) thous<strong>and</strong> to each committee member. This fee is not based on the calendar<br />
year, rather, the period May through April. In addition, Board members<br />
are compensated for expenses arising in conjunction with company business.<br />
Remuneration paid to Åsa Sundberg, Chairman of the Board, was SEK 220<br />
(210) thous<strong>and</strong>. Apart from the fee that the <strong>Annual</strong> General Meeting established<br />
for Board members <strong>and</strong> the fee that the Board of Directors established<br />
for employee representatives on the Board, no remuneration was paid in <strong>2011</strong>.<br />
The Board of Directors consists of 50 (57) percent women.<br />
Remuneration to Board of Directors in <strong>2011</strong>, SEK thous<strong>and</strong>s<br />
Position Name Comment Board fee Other remuneration<br />
Chairman of the Board Åsa Sundberg 190 30<br />
Board member Kristina Axberg Bohman 95 60<br />
Board member Maria Curman 95 15<br />
Board member Ingrid Engström 95 15<br />
Board member Lars Grönberg 95 30<br />
Board member Johan Hallberg Started on 01.06.11 0 0<br />
Board member Tobias Henmark Left on 01.06.11 8 1<br />
Board member Urban Lindskog 95 30<br />
Board member Nils Petter Tetlie Started on 22.03.11 63 0<br />
Employee representative Magnus Ahxner 0 0<br />
Employee representative John-Olof Blomkvist 0 0<br />
Employee representative Claes-Göran Persson Left on 01.06.11 0 0<br />
Employee representative, deputy Stig-Arne Celin 0 0<br />
Employee representative, deputy Niklas Hanson Started on 01.06.11 0 0<br />
Total 736 181<br />
Remuneration to Board of Directors in 2010, SEK thous<strong>and</strong>s<br />
Position Name Comment Board fee Other remuneration<br />
Chairman of the Board Åsa Sundberg 190 20<br />
Board member Kristina Axberg Bohman 95 60<br />
Board member Maria Curman 95 10<br />
Board member Ingrid Engström 95 10<br />
Board member Lars Grönberg 95 20<br />
Board member Tobias Henmark 32 13<br />
Board member Urban Lindskog 95 33<br />
Employee representative John-Olof Blomkvist 12 0<br />
Employee representative Claes-Göran Persson 5 0<br />
Employee representative, deputy Magnus Ahxner Started on 31.03.10 0 0<br />
Employee representative, deputy Stig-Arne Celin 0 0<br />
Employee representative, deputy Stefan Thyl<strong>and</strong>er Left on 31.03.10 0 0<br />
Total 714 166<br />
Average number of employees broken down by geographic location <strong>and</strong> gender<br />
<strong>2011</strong> 2010<br />
Average number of employees Total Men % Women % Total Men % Women %<br />
Sweden 577 77% 23% 580 76% 24%<br />
Denmark 99 77% 23% 98 79% 21%<br />
Finl<strong>and</strong> 31 39% 61% 29 52% 48%<br />
Total in the Group 707 75% 25% 707 76% 24%<br />
75
Note 7. Pensions<br />
A majority of the Group's employees are primarily covered by defined benefit<br />
pension plans, which means that they are guaranteed a pension that corresponds<br />
to a certain percentage of their salary. The pension plans include<br />
a retirement pension, a disability pension <strong>and</strong> a survivor pension. Employees<br />
of Boxer TV-Access AB are entitled to pension benefits in accordance with<br />
the ITP pension plan, which is secured through insurance with Alecta. Other<br />
employees within the Group in Sweden are covered by the ITP-Tele pension<br />
plan. Pension obligations are calculated annually as per the reporting date,<br />
based on actuarial assumptions. Pension obligations are secured through provisions<br />
in the balance sheet <strong>and</strong> through insurance premiums.<br />
In Finl<strong>and</strong>, employees are entitled to statutory pensions benefits in accordance<br />
with Finnish legislation on pensions for employees, a defined benefit<br />
pension plan (TEL pension). Pension benefits are secured through insurances<br />
<strong>and</strong> they are not covered by IAS 19. Employees in Denmark are covered by<br />
a defined contribution pension plan. Pension benefits are secured through<br />
insurances.<br />
In addition to the ITP plan, there is a pension liability that <strong>Teracom</strong> AB<br />
assumed from the former Swedish PTT when it was incorporated in 1992.<br />
The liability consists of a non-vesting portion <strong>and</strong> a vesting portion. The nonvesting<br />
portion was terminated on <strong>2011</strong>-12-31 since all employees with this<br />
type of agreement retired in <strong>2011</strong>. The remaining vesting portion refers to<br />
retirement pensions. Employees hired after incorporation have an insuranceonly<br />
solution as of 65 years of age. Retirement pensions to employees who<br />
have been invited to take early retirement are secured through provisions in<br />
the balance sheet or insurances <strong>and</strong> are paid as a retirement pension until the<br />
person reaches 65 years of age.<br />
Actuarial gains <strong>and</strong> losses are taken up as income over the employee’s<br />
remaining period of employment to the extent that the total gain or loss per<br />
plan falls outside the 10 percent corridor corresponding to the higher of the<br />
pension obligation or the fair value of the plan assets for each plan, respectively.<br />
The cost related to service during the current year refers to the capital<br />
value of earned pension benefits during the year as calculated by the Projected<br />
Unit Credit Method.<br />
Total pension expenses are distributed as follows:<br />
Group<br />
Pension expense for the period <strong>2011</strong> 2010 Forecast 2012<br />
Cost related to service during the current year 7 11 9<br />
Interest expense 20 18 19<br />
Expected return on plan assets -13 -12 -13<br />
Change in asset reduction (IAS 19.58b) -25 27 0<br />
Actuarial profit/loss (+/-) to report for the year 28 -22 4<br />
Cost regarding service from prior periods 1 0 0<br />
Total cost for defined benefit plans 18 22 19<br />
Pension expense to report in the income statement 18 22 19<br />
Other effects to report in the income statement<br />
Reductions, profit/loss (-/+) -1 -9 0<br />
Total -1 -9 0<br />
Detailed description of pension obligations <strong>and</strong> pension expense<br />
Pension obligations, plan assets <strong>and</strong> receivables/provisions for pension obligations<br />
as well as actuarial gains/loss for defined benefit pension plans have<br />
developed as follows:<br />
Group<br />
Pension liability <strong>2011</strong> 2010 Forecast 2012<br />
Present value of wholly or partially funded obligations (+) 485 389 498<br />
Fair value of plan assets -439 -424 -452<br />
Net value of wholly or partially funded obligations (+/-) 46 -35 46<br />
Present value of unfunded obligations (+) 4 8 1<br />
Present value of net obligation (+/-) 50 -27 47<br />
Unaccounted actuarial gain/loss (+/-) -111 -51 -106<br />
Effect of the limitation rule for net assets 2 27 1<br />
Pension liability/asset to report in the balance sheet -59 -51 -58<br />
Present value of defined benefit plans <strong>2011</strong> 2010 Forecast 2012<br />
Present value of the obligation on 1 January 397 494 489<br />
Cost related to service during the current period 7 11 9<br />
Interest expense 20 18 19<br />
Paid remuneration -19 -21 -18<br />
Cost regarding service from prior periods 1 0 0<br />
Reductions <strong>and</strong> adjustments -1 -10 0<br />
Actuarial profit/loss on the obligation (+/-) 84 -95 0<br />
Present value of the obligation on 31 December 489 397 499<br />
76
Return on plan assets <strong>2011</strong> 2010 Forecast 2012<br />
Expected return on plan assets 13 12 13<br />
Actuarial profit/loss on the plan assets (+/-) -4 8 0<br />
Actual return on plan assets 9 20 13<br />
Plan assets <strong>2011</strong> 2010 Forecast 2012<br />
Fair value of plan assets on 1 January 424 401 439<br />
Expected return on plan assets 13 12 13<br />
Fees/premiums (+) 20 16 16<br />
Paid remuneration (-) -14 -13 -16<br />
Actuarial profit/loss (+/-) on plan assets -4 8 0<br />
Fair value of plan assets on 31 December 439 424 452<br />
Reconciliation of change in pension liability <strong>2011</strong> 2010 Forecast 2012<br />
Net liability/asset on 1 January -51 -40 -59<br />
Pension expense for the period 18 22 19<br />
Paid remuneration (-) -19 -21 -18<br />
Fees, premiums (-) -20 -16 -16<br />
Reimbursement (+) 14 13 16<br />
Reductions <strong>and</strong> adjustments -1 -9 0<br />
Net liability/asset on 31 December -59 -51 -58<br />
<strong>2011</strong> 2010 Forecast 2012<br />
Accumulated unaccounted actuarial profits /losses (+/-) on 1 January -51 -133 -111<br />
<strong>Report</strong>ed actuarial profits/losses (+/-) during the year 28 -22 5<br />
Profit/loss (+/-) on obligation -84 95 0<br />
Profit/loss (+/-) on plan assets -4 8 0<br />
Profit/loss (+/-) on reductions <strong>and</strong> adjustments 0 1 0<br />
Accumulated unaccounted actuarial profits /losses (+/-) on 31 December -111 -51 -106<br />
Number entitled to pension on 1 January <strong>2011</strong> 2010 Forecast 2012<br />
Employees 504 512 519<br />
Vested benefits 743 729 786<br />
Retired persons 256 228 286<br />
Total 1 503 1 469 1 591<br />
Five-year overview <strong>2011</strong> 2010 2009 2008 2007<br />
Present value of the obligation (+) 489 397 494 454 478<br />
Fair value of plan assets (-) -439 -424 -401 -371 -358<br />
Present value of net obligation (+/-) 50 -27 93 83 120<br />
Profit/loss (+/-) on the obligation, actual effects -4 7 -22 7 -7<br />
Profit/loss (+/-) on plan assets, actual effects -4 8 -11 -14 3<br />
Plan assets <strong>2011</strong> 2010 2009 2008 2007<br />
Insurance contract 439 424 401 371 358<br />
The annual fees for pension insurance with Alecta (reported as a defined<br />
contribution plan) were SEK 2 (3) million. Alecta's surplus may be distributed<br />
amongst the policy holder(s) <strong>and</strong>/or the insured. As of 31 December <strong>2011</strong>,<br />
Alecta's surplus in the form of the collective funding ratio amounted to 113<br />
(146) percent. The collective funding ratio was calculated in accordance with<br />
IAS19.<br />
Actuarial assumptions<br />
The actuarial calculation of the Group’s pension obligations <strong>and</strong> pension costs<br />
is based on the following key assumptions stated as weighted averages for<br />
the various pension plans. A change in any of these fundamental assumptions<br />
can have a significant impact on calculated pension obligations, financing<br />
requirements <strong>and</strong> pension costs.<br />
Forecast<br />
Actuarial assumptions <strong>2011</strong> 2010 2012<br />
Discount rate (%) 3,90 5,00 3,90<br />
<strong>Annual</strong> salary increase (%) 3,00 3,00 3,00<br />
Increase in the income base amount (%) 3,00 3,00 3,00<br />
Inflation/annual increase in pension benefits (%) 2,00 2,00 2,00<br />
Termination rate (%) 3,00 3,00 3,00<br />
Expected remaining term of service (years) 17,8 18,8 17,2<br />
Expected return on plan assets (%) 3,00 3,00 3,00<br />
Discount rate<br />
The interest rate used to discount both funded <strong>and</strong> unfunded obligations for<br />
post-employment remuneration. When establishing the discount rate, consideration<br />
is given to the market yield on mortgage bonds with the same maturities<br />
as the obligation as of the balance sheet date.<br />
<strong>Annual</strong> salary increase<br />
The assessment of the annual salary increase reflects anticipated future salary<br />
increases as a combined effect of inflation, period of service, promotion <strong>and</strong><br />
other relevant factors such as supply <strong>and</strong> dem<strong>and</strong> in the labor market.<br />
Increase in the income base amount<br />
The income base amount, set annually, is used to determine the pensionable<br />
income ceiling in the national pension system. The assessment is based on the<br />
anticipated rate of inflation <strong>and</strong> historical salary trend of the entire labor market.<br />
Inflation/annual increase in pension benefits<br />
The assumption is based upon the expected rate of inflation in the market.<br />
Termination rate<br />
Historical information has been used in order to make an assessment of the<br />
termination rate. <strong>Teracom</strong> has used this information to estimate the future<br />
termination rate.<br />
Expected remaining term of service<br />
The average expected remaining term of service. This calculation is based<br />
upon the age distribution for employees <strong>and</strong> the expected future rate of<br />
employee turnover.<br />
Expected return on plan assets<br />
The assessment is based on the average expected return on existing <strong>and</strong><br />
future plan assets.<br />
77
Note 7 (cont'd)<br />
Note 10. Other costs<br />
Mortality rate<br />
Assumptions regarding the mortality rate are in accordance with the Swedish<br />
Financial Supervisory Authority's regulation, DUS06 (DUS06).<br />
Parent Company<br />
The Parent Company <strong>Teracom</strong> Group AB does not carry a pension liability in<br />
its balance sheet. The only pension liability in the Group is reported by the<br />
subsidiary <strong>Teracom</strong> AB, which was the Parent Company of the Group until<br />
June <strong>2011</strong>.<br />
Note 8. Depreciation/amortization<br />
The Group's other expenses amounted to SEK -1,034 (-969) million. The comparison<br />
figures are adapted to the higher degree of detail in the income statement.<br />
The largest expense item is costs for customer service. In the Parent<br />
Company, other external expenses for the year were SEK -13 (-) million.<br />
Group Parent Company<br />
Exchange losses on receivables/payables<br />
from operating activities <strong>2011</strong> 2010<br />
<strong>2011</strong>-06-01<br />
<strong>2011</strong>-12-31<br />
Exchange losses on accounts payable -4 -11 0<br />
Total -4 -11 0<br />
Group net exchange rate differences from operating activities amounted to<br />
SEK -1 (-7) million.<br />
Parent Company net exchange rate differences from operating activities<br />
amounted to SEK 0 (-) million.<br />
Tangible <strong>and</strong> intangible fixed assets are depreciated/amortized systematically<br />
over the estimated useful life of the asset. Useful life refers to the period<br />
during which the asset is expected to be used for its intended purpose in the<br />
Group. L<strong>and</strong> is not depreciated, since its useful life is unlimited. Goodwill <strong>and</strong><br />
trademarks are not amortized because it is not possible to estimate useful life.<br />
An assessment of the residual value <strong>and</strong> useful life is performed on each<br />
balance sheet date, <strong>and</strong> an adjustment is made if necessary. During <strong>2011</strong>, no<br />
changes have been made to the lengths of useful lives.<br />
Depreciation/amortization according to type of asset<br />
Group<br />
Assets <strong>2011</strong> 2010<br />
Depreciation on buildings <strong>and</strong> l<strong>and</strong> -40 -19<br />
Depreciation on plant <strong>and</strong> machinery -277 -235<br />
Depreciation on equipment, tools, fixtures <strong>and</strong> fittings -20 -18<br />
Amortization on licenses <strong>and</strong> similar rights -50 -47<br />
Amortization of customer agreements -6 -2<br />
Amortization of customer relationships -11 -10<br />
Total -404 -331<br />
Note 9. Impairment<br />
Note 11. Remuneration to auditors<br />
Group<br />
Remuneration to auditors <strong>2011</strong> 2010<br />
Parent Company<br />
<strong>2011</strong>-06-01<br />
<strong>2011</strong>-12-31<br />
PwC<br />
- Audit engagement -3 -2 -1<br />
- Audit activities in addition to<br />
the audit assignment<br />
0 0 0<br />
- Tax consultation 0 0 0<br />
- Other services 0 0 0<br />
Total -3 -2 -1<br />
Note 12. Financial income <strong>and</strong><br />
financial expenses<br />
Group<br />
Assets <strong>2011</strong> 2010<br />
Amortization on patents, licenses <strong>and</strong> similar rights -12 -18<br />
Impairment loss on plant <strong>and</strong> machinery -7 0<br />
Total -19 -18<br />
Impairment losses for the year on intangible assets amounted to<br />
SEK -12 million <strong>and</strong> were attributable to the Plus TV segment.<br />
Impairment losses for the year on property, plant <strong>and</strong> equipment amounte d<br />
to SEK -7 million <strong>and</strong> were attributable to the <strong>Teracom</strong> Sweden segment.<br />
Impairment losses in the corresponding period last year, SEK -18 million,<br />
were related to intangible assets, SEK -10 million within the <strong>Teracom</strong> Sweden<br />
segment, SEK -3 million within the Boxer Sweden segment <strong>and</strong> SEK -5 million<br />
for Group surplus value.<br />
Group<br />
<strong>2011</strong> 2010<br />
Financial income<br />
Interest income 9 5<br />
Other financial income 18 32<br />
Total financial income 27 37<br />
Financial expenses<br />
Interest expenses -58 -23<br />
Other financial expenses -20 -26<br />
Total financial expenses -78 -49<br />
The net exchange rate differences from financing activities were SEK 0 (22)<br />
million for the Group <strong>and</strong> are reported in other financial expenses. The net<br />
amount for the Parent Company was SEK -2 (-) million.<br />
Parent Company<br />
<strong>2011</strong>-06-01<br />
<strong>2011</strong>-12-31<br />
Financial income<br />
Net profit/loss on participations in Group companies<br />
- Dividend 297<br />
- Capital gains (losses) 0<br />
Exchange rate differences 22<br />
Interest income 2<br />
Total financial income 321<br />
Financial expenses<br />
Interest expenses -11<br />
Other financial expenses -72<br />
Total financial expenses -83<br />
78
Note 13. Tax on profit for the year<br />
Group<br />
Parent Company<br />
<strong>2011</strong> 2010 <strong>2011</strong> 2010<br />
Current tax<br />
- Sweden -169 -158 0 0<br />
Total current tax -169 -158 0 0<br />
Change in deferred tax - temporary differences 12 78 25 0<br />
Total tax -157 -80 25 0<br />
Tax was calculated using the applicable tax rates, based on the taxable net profit for the financial year.<br />
Group<br />
<strong>2011</strong> 2010<br />
Tax, % Net profit/loss Tax, % Net profit/loss<br />
Profit (loss) before taxes 325 281<br />
Tax according to tax rate in Sweden (26.3 %) -26,3 -85 -26,3 -74<br />
Difference between the tax rate in Sweden <strong>and</strong> abroad -1 -3 -1 -4<br />
Tax effect of non-deductible expenses<br />
Other non-deductible expenses -1 -3 -3 -8<br />
Tax effect of non-taxable income<br />
Other non-taxable income 0 0 2 5<br />
Tax effect of non-utilized deficit deduction -21 -67 -8 -21<br />
Tax effect of deficit deduction 0 0 9 26<br />
Tax on fictitious income related to opening balance of tax allocation fund -1 -4 -1 -4<br />
Adjustment of tax prior year's taxation 2 5 0 0<br />
Tax expense <strong>and</strong> effective tax rate for the financial year 48,3% -157 -28,4% -80<br />
Parent Company<br />
<strong>2011</strong> 2010<br />
Tax, % Net profit/loss Tax, % Net profit/loss<br />
Profit/loss before appropriations 201 -<br />
Profit (loss) before taxes 201 -<br />
Tax according to tax rate in Sweden (26.3 %) -26,3 -53 - -<br />
Tax effect of non-taxable income<br />
Other non-taxable income 39 78 - -<br />
Tax expense <strong>and</strong> effective tax rate for the financial year 12,7% 25 - -<br />
Note 14. Disclosures concerning closely related parties<br />
The Swedish State owns 100 percent of the shares in <strong>Teracom</strong> Group AB. The<br />
parent company has relationships with closely related parties that entail a<br />
controlling influence in its Group companies, see note 26. The parent company<br />
in 2010 was <strong>Teracom</strong> AB; in <strong>2011</strong> the new formed <strong>Teracom</strong> Group AB<br />
was the parent company. The <strong>Teracom</strong> Group’s services are offered to closely<br />
related companies at normal commercial terms. The following transactions<br />
were conducted with closely related companies:<br />
Parent Company <strong>Teracom</strong> Group AB's sales <strong>and</strong> purchases of goods <strong>and</strong><br />
services with subsidiaries<br />
<strong>2011</strong><br />
Subsidiaries Sales Purchasing<br />
<strong>Teracom</strong> AB 18 3<br />
Boxer TV-Access AB 8 0<br />
<strong>Teracom</strong> A/S 1 0<br />
Boxer TV A/S 3 0<br />
Digi TV Plus Oy 3 0<br />
Total 33 3<br />
Parent Company <strong>Teracom</strong> Group AB's outst<strong>and</strong>ing receivables <strong>and</strong><br />
liabilities to subsidiaries<br />
<strong>2011</strong><br />
Subsidiaries<br />
Receivables Liabilities<br />
<strong>Teracom</strong> AB 0 1 493<br />
Boxer TV-Access AB 1 695<br />
<strong>Teracom</strong> A/S 1 65<br />
Boxer TV A/S 373 0<br />
Digi TV Plus Oy 136 45<br />
<strong>Teracom</strong> Mast AB 0 1<br />
<strong>Teracom</strong> Mobile TV AB 0 0<br />
Total 511 2 299<br />
Senior executives<br />
Remuneration to the Board of Directors, Group CEO/President <strong>and</strong> senior<br />
executives is described in note 6.<br />
79
Note 15. Property, plant <strong>and</strong> equipment<br />
L<strong>and</strong> <strong>and</strong> buildings <strong>2011</strong> 2010<br />
Opening cost, 1 January 1 163 573<br />
- Acquisitions 0 586<br />
- Adjustment of acquisition balance/reclassification from intangible assets 20 -<br />
- Investments 11 11<br />
- Reclassifications 0 3<br />
- Exchange rate differences -2 -10<br />
Closing accumulated cost, 31 December 1 192 1 163<br />
- Opening depreciation, 1 January -392 -373<br />
- Adjustment of acquisition balance/reclassification from intangible assets -6 -<br />
- Depreciation for the year -40 -19<br />
- Exchange rate differences 1 0<br />
Closing accumulated depreciation, 31 December -437 -392<br />
Closing carrying amount, net, 31 December 755 771<br />
Group<br />
Plant <strong>and</strong> machinery <strong>2011</strong> 2010<br />
Opening cost, 1 January 5 216 4 281<br />
- Acquisitions 0 837<br />
- Adjustment of acquisition balance -2 -<br />
- Investments 16 18<br />
- Sales/disposals -390 -40<br />
- Reclassification from work in progress 173 135<br />
- Exchange rate differences -2 -15<br />
Closing accumulated cost, 31 December 5 011 5 216<br />
- Opening depreciation -3 145 -2 949<br />
- Sales/disposals 388 39<br />
- Depreciation for the year -277 -235<br />
- Exchange rate differences -1 0<br />
Closing accumulated depreciation, 31 December -3 035 -3 145<br />
- Opening impairment losses, 1 January 0 -2<br />
- Reclassifications 0 2<br />
- Impairment losses for the year -7 0<br />
Closing accumulated impairment losses, 31 December -7 0<br />
Closing carrying amount, net, 31 December 1 969 2 071<br />
Equipment, tools, fixtures <strong>and</strong> fittings <strong>2011</strong> 2010<br />
Opening cost, 1 January 373 358<br />
- Acquisitions 0 3<br />
- Adjustment of acquisition balance 2 -<br />
- Investments 13 21<br />
- Sales/disposals -23 -9<br />
- Exchange rate differences 0 0<br />
Closing accumulated cost, 31 December 365 373<br />
- Opening depreciation, 1 January -338 -328<br />
- Adjustment of acquisition balance 1 -<br />
- Sales/disposals 23 8<br />
- Depreciation for the year -20 -18<br />
- Exchange rate differences 0 0<br />
Closing accumulated depreciation, 31 December -334 -338<br />
- Opening impairment losses, 1 January -2 0<br />
- Reclassifications 2 -2<br />
- Impairment losses for the year 0 0<br />
Closing accumulated impairment losses, 31 December 0 -2<br />
Closing carrying amount, net, 31 December 31 33<br />
Group<br />
Group<br />
Construction-in-progress <strong>2011</strong> 2010<br />
Opening cost, 1 January 164 115<br />
- Investments 247 192<br />
- Sales 0 -2<br />
- Reclassifications -173 -141<br />
Closing carrying amount, net, 31 December 238 164<br />
Investment projects <strong>and</strong> the inventory of spare parts related to investment projects are for construction-in-progress.<br />
Group<br />
80
Note 16. Goodwill <strong>and</strong> other intangible assets<br />
Goodwill <strong>and</strong> intangible assets with uncertain useful life<br />
Goodwill as of 31 December <strong>2011</strong> had a carrying amount of SEK 1,181 million.<br />
In addition, the right to use the br<strong>and</strong> Plus TV in Finl<strong>and</strong>, which was acquired<br />
in June 2009, was assigned an uncertain useful life. This right has a carrying<br />
amount of SEK 73 million. Goodwill is allocated to the Group's cash-generating<br />
units that have been identified by operating segment in accordance with<br />
the table below.<br />
<strong>2011</strong><br />
Group operating segments,<br />
SEK million Goodwill Br<strong>and</strong><br />
Intangible<br />
assets with<br />
uncertain<br />
useful life<br />
<strong>Teracom</strong> Sweden 0 - 0<br />
Boxer Sweden 818 - 818<br />
<strong>Teracom</strong> Denmark 110 - 110<br />
Boxer Denmark 0 - 0<br />
Plus TV 253 73 326<br />
Total 1 181 73 1 254<br />
The <strong>Teracom</strong> Group's goodwill <strong>and</strong> intangible assets that have an uncertain<br />
useful life are not amortized. Rather, they are tested annually for impairment.<br />
When testing for impairment, the recoverable amount for each cash generating<br />
unit (CGU) is calculated. The recoverable amount is either the fair value or<br />
the value-in-use of the CGU (whichever is higher).<br />
The recoverable amount of a CGU has been established based on calculations<br />
of the value-in-use. These calculations are derived from an estimation<br />
of future cash flows, based on the most recent financial business plans that<br />
have been approved by the Group management team. The <strong>Teracom</strong> Group has<br />
selected a discount rate that reflects current market assessments of the time<br />
value of money <strong>and</strong> the risks specific to the asset. The discount rate does not<br />
reflect risks for which future cash flows have been adjusted.<br />
Boxer Sweden<br />
Impairment testing of Boxer Sweden is based on a calculation of the valuein-use.<br />
The calculated value is based on cash flow forecasts through 2017,<br />
which are based on reasonable <strong>and</strong> verifiable assumptions representing the<br />
Group's best estimates of the financial conditions that are expected to prevail<br />
during the period. The present value of the forecasted cash flows has been<br />
calculated using a discount rate of approximately 8.5 percent. The expected<br />
future scenario is based on prior experience <strong>and</strong> external sources. The Group<br />
management team has determined that there have not been any changes to<br />
important assumptions such that the calculated value-in-use is now less than<br />
the carrying amount.<br />
Plus TV<br />
Impairment testing of Plus TV is based on a calculation of the value-in-use.<br />
The calculated value is based on cash flow forecasts through 2017, which<br />
are based on reasonable <strong>and</strong> verifiable assumptions representing the Group's<br />
best estimates of the financial conditions that are expected to prevail during<br />
the period. The calculations apply to periods that are more than five years in<br />
the future because the company is still in the start-up phase <strong>and</strong> it will be<br />
quite some time before long-term stable profitability is achieved. The present<br />
value of the forecasted cash flows has been calculated using a discount<br />
rate of approximately 8.7 percent. Improved margins <strong>and</strong> growth in sales are<br />
important variables to consider when calculating Plus TV's value-in-use. The<br />
expected future scenario is based on prior experience <strong>and</strong> external sources.<br />
The Group management team has determined that there have not been any<br />
changes to important assumptions such that the calculated value-in-use is<br />
now less than the carrying amount.<br />
Boxer Denmark<br />
Impairment testing of Boxer Denmark is based on a calculation of the valuein-use.<br />
The calculated value is based on cash flow forecasts through 2019,<br />
which are based on reasonable <strong>and</strong> verifiable assumptions representing the<br />
Group's best estimates of the financial conditions that are expected to prevail<br />
during the period. The calculations apply to periods that are more than five<br />
years in the future because the company is still in the start-up phase <strong>and</strong> it<br />
will be quite some time before long-term stable profitability is achieved. The<br />
present value of the forecasted cash flows has been calculated using a discount<br />
rate of approximately 8.6 percent. Important variables to consider when<br />
calculating Boxer Denmark's value-in-use are improved margins <strong>and</strong> growth<br />
in sales. The expected future scenario is based on prior experience <strong>and</strong> external<br />
sources. The Group management team has determined that there have not<br />
been any changes to important assumptions such that the calculated valuein-use<br />
is now less than the carrying amount.<br />
<strong>Teracom</strong> Denmark<br />
Impairment testing of <strong>Teracom</strong> Denmark is based on a calculation of the value-in-use.<br />
The calculated value is based on cash flow forecasts through 2019,<br />
which are based on reasonable <strong>and</strong> verifiable assumptions representing the<br />
Group's best estimates of the financial conditions that are expected to prevail<br />
during the period. The present value of the forecasted cash flows has been<br />
calculated using a discount rate of approximately 8.3 percent. The expected<br />
future scenario is based on prior experience <strong>and</strong> external sources. The Group<br />
management team has determined that there have not been any changes to<br />
important assumptions such that the calculated value-in-use is now less than<br />
the carrying amount.<br />
Note 16 continues on the next page<br />
81
Note 16 (cont'd)<br />
Intangible assets<br />
Group<br />
<strong>2011</strong><br />
Patents,<br />
licenses <strong>and</strong><br />
similar<br />
rights Goodwill Br<strong>and</strong><br />
Customer<br />
agreements<br />
Customer<br />
relations<br />
Accumulated cost<br />
- Opening balance, 1 January 364 1 233 73 20 85 1 775<br />
- Adjustment of acquisition balance, reclassification to property,<br />
plant <strong>and</strong> equipment<br />
-14 - - - - -14<br />
- Adjustment of acquisition balance, netting against customer advances -67 - - - - -67<br />
- Investments 45 0 0 0 0 45<br />
- Sales/disposals -29 -19 0 0 0 -48<br />
- Exchange rate differences 0 -3 0 -1 0 -4<br />
- Reclassification 30 -30 - - - 0<br />
Closing accumulated cost, 31 December 329 1 181 73 19 85 1 687<br />
Accumulated amortization<br />
- Opening balance, 1 January -155 0 0 -2 -16 -173<br />
- Sales/disposals 21 0 0 0 0 21<br />
- Exchange rate differences 0 0 0 0 0 0<br />
- Depreciation for the year -50 - - -6 -11 -67<br />
Closing accumulated amortization, 31 December -184 0 0 -8 -27 -219<br />
Accumulated impairment losses<br />
- Opening balance, 1 January -18 -19 0 0 0 -37<br />
- Sales/disposals 0 19 0 0 0 19<br />
- Reclassifications 0 0 0 0 0 0<br />
- Impairment losses for the year -12 0 0 0 0 -12<br />
Closing accumulated impairment losses, 31 December -30 0 0 0 0 -30<br />
Carrying amount<br />
1 January 191 1 214 73 18 69 1 565<br />
31 December 115 1 181 73 11 58 1 438<br />
Total<br />
Intangible assets<br />
Group<br />
2010<br />
Patents,<br />
licenses <strong>and</strong><br />
similar<br />
rights Goodwill Br<strong>and</strong><br />
Customer<br />
agreements<br />
Customer<br />
relations<br />
Accumulated cost<br />
- Opening balance, 1 January 209 1 158 84 0 84 1 535<br />
- Investments 42 0 0 0 0 42<br />
- Acquisitions 120 112 0 20 12 264<br />
- Exchange rate differences -7 -37 -11 0 -11 -66<br />
Closing accumulated cost, 31 December 364 1 233 73 20 85 1 775<br />
Accumulated amortization<br />
- Opening balance, 1 January -108 - 0 0 -6 -114<br />
- Depreciation for the year -47 - - -2 -10 -59<br />
Closing accumulated depreciation, 31 December -155 0 0 -2 -16 -173<br />
Accumulated impairment losses<br />
- Opening balance, 1 January 0 -16 0 0 0 -16<br />
- Reclassifications 0 -3 0 0 0 -3<br />
- Sales/disposals 0 0 0 0 0 0<br />
- Exchange rate differences 0 0 0 0 0 0<br />
- Impairment losses for the year -18 0 0 0 0 -18<br />
Closing accumulated impairment losses, 31 December -18 -19 0 0 0 -37<br />
Carrying amount<br />
1 January 101 1 142 84 0 78 1 405<br />
31 December 191 1 214 73 18 69 1 565<br />
Total<br />
82
Note 17. Other financial assets<br />
Group<br />
Other financial assets <strong>2011</strong> 2010<br />
Net asset, pensions 59 51<br />
Long-term loan receivable 30 56<br />
Endowment insurance 1 1<br />
Other 5 6<br />
Total 95 114<br />
A detailed description of the item "Net asset, pensions" is provided in note 7.<br />
Note 18. Deferred tax<br />
Group<br />
Parent Company<br />
<strong>2011</strong> 2010 <strong>2011</strong> 2010<br />
Deferred tax assets 172 120 25 -<br />
Deferred tax liabilities -502 -482 - -<br />
Deferred tax asset/tax liability, net -330 -362 25 -<br />
The tables below present deferred tax assets <strong>and</strong> liabilities for the Group <strong>and</strong> the Parent Company according to category <strong>and</strong> how the assets <strong>and</strong> liabilities<br />
changed during the year.<br />
Group<br />
Deferred tax assets/liabilities<br />
Untaxed<br />
reserves<br />
Intangible<br />
assets<br />
Pension<br />
liability<br />
Deficit<br />
deduction<br />
Opening balance, 1 January -449 -38 -18 134 9 -362<br />
Cash flow hedges 5 5<br />
Exchange rate differences -1 0 -1<br />
Reclassifications -4 18 2 16<br />
Taken up as income during the year -27 5 -2 37 -1 12<br />
Closing balance, 31 December <strong>2011</strong> -476 -37 -20 188 15 -330<br />
Other<br />
Total<br />
Parent Company<br />
Deferred tax assets/liabilities<br />
Deficit deductions Total<br />
Opening balance, 1 January 0 0<br />
Taken up as income during the year 25 25<br />
Closing balance, 31 December <strong>2011</strong> 25 25<br />
On the balance sheet date, the Group has unutilized deficit deductions for<br />
the Swedish operations totaling SEK 97 (0) million. The deficit deduction was<br />
reported as a deferred tax asset totaling SEK 25 (0) million.<br />
The total deficit pertaining to the Danish operations was SEK 755 (572)<br />
million on the balance sheet date, which corresponds to a deferred tax asset<br />
of SEK 189 (143) million using the Danish tax rate. Having taken into consideration<br />
uncertainties about future profits <strong>and</strong> other factors, a deferred tax<br />
asset of SEK 104 (105) million was reported by the Boxer Denmark segment.<br />
Unutilized deficit deductions for the Danish operations amount to SEK 338<br />
(151) million.<br />
For the Finnish operations, the total deficit as of the balance sheet date<br />
was SEK 655 (571) million, which corresponds to a deferred tax asset of SEK<br />
170 (148) million using the Finnish tax rate. For the Plus TV segment, SEK 58<br />
(38) million was reported as a deferred tax asset having taken into consideration<br />
uncertainties about future profits <strong>and</strong> other factors. Unutilized deficit<br />
deductions for the Finnish operations amount to SEK 431 (424) million. The<br />
unutilized deficit deductions have an unlimited life, except for the deductions<br />
in Finl<strong>and</strong>, which have a 10-year life.<br />
83
Note 19. Inventories<br />
Group<br />
Type of goods <strong>2011</strong> 2010<br />
Finished goods 67 25<br />
Total 67 25<br />
Inventories are valued at cost. The cost for inventories that is expensed is<br />
included in the item Material costs <strong>and</strong> amounted to SEK 144 (141) million for<br />
the Group. The obsolescence reserve is included in the value of the inventories.<br />
The total write-down amount for the year was SEK 0 (0) million.<br />
Note 20. Accounts receivable<br />
<strong>2011</strong> 2010<br />
Accounts receivable 353 306<br />
Provisions for bad debts -32 -11<br />
Accounts receivable, net 321 295<br />
Provisions in relation to accounts receivable 9% 4%<br />
As of 31 December <strong>2011</strong> the Group's provision for doubtful debts was SEK<br />
32 (11) million. Group companies with pay TV operations, which have end<br />
consumers as part of their customer base, make provisions in accordance with<br />
a pre-determined ladder that has been adapted to the conditions of each geographic<br />
market. Group companies with network activities, whose customers<br />
are companies, make provisions based on an individual assessment of each<br />
customer <strong>and</strong> receivable. Provisions <strong>and</strong> the utilization of reserves for doubtful<br />
receivables were transferred to the income statement <strong>and</strong> are included in<br />
cost of sales.<br />
The carrying amount of accounts receivable is the same as the fair value since<br />
the discounting effect is insignificant. The fair value of accounts receivable<br />
constitutes maximum exposure to the calculated risk for bad debt losses.<br />
The credit terms for various types of contracts <strong>and</strong> customer categories are<br />
defined in each subsidiary's credit instructions. A credit statement is obtained<br />
for sales on credit to both companies <strong>and</strong> consumers in order to minimize the<br />
risk of bad debt losses.<br />
Time analysis of accounts receivable fallen due <strong>2011</strong> 2010<br />
Accounts receivable that have not fallen due 215 188<br />
Accounts receivable overdue < 30 days 87 94<br />
Accounts receivable overdue 30 - 60 days 10 6<br />
Accounts receivable overdue 61 - 90 days 4 2<br />
Accounts receivable overdue 91 - 120 days 2 2<br />
Accounts receivable overdue > 121 days 3 3<br />
Accounts receivable, total 321 295<br />
Provisions for doubtful receivables <strong>2011</strong> 2010<br />
Provisions 1 January -11 -24<br />
New provisions -16 0<br />
Release of reserves 4 11<br />
Bad debt losses -9 2<br />
Exchange rate differences <strong>and</strong> other changes 0 0<br />
Provisions 31 December -32 -11<br />
Note 21. Financial instruments <strong>and</strong> financial risk management<br />
<strong>Teracom</strong>’s operations expose the Group to various types of financial risk. The<br />
Group’s overall financial operations <strong>and</strong> management of financial risk are<br />
centralized to the <strong>Teracom</strong> Group's Finance department. These activities are<br />
based upon the finance policy established by the Board of Directors, which is<br />
characterized by the desire to maintain a low level of risk. The Group's financial<br />
strategy <strong>and</strong> goals are designed to achieve maximum return on equity<br />
based upon reliable, cost-effective financial management practices that help<br />
ensure adequate control <strong>and</strong> high quality risk management within the Group.<br />
The overriding principle is to minimize all factors that could have a negative<br />
impact on earnings <strong>and</strong> cash flow due to short-term fluctuations in financial<br />
markets. This applies to both the Parent Company <strong>and</strong> the Group, in its entirety.<br />
The Group may use derivative instruments in order to hedge certain exposures<br />
to risk, however, only for the following purposes:<br />
- To convert future payments for electricity consumption to a fixed electricity price.<br />
- To convert future expected commercial payments in foreign currencies (primarily<br />
EUR) to Swedish krona (SEK).<br />
- To convert the fixed interest term for borrowing.<br />
- To hedge net investment in foreign operations.<br />
The market risks include currency risk, interest rate risk <strong>and</strong> electricity price<br />
risk, which are also described in this note. Other financial risks are broken<br />
down into credit risk, liquidity risk <strong>and</strong> financing risk.<br />
Currency risk<br />
This is the risk that changes in exchange rates will negatively impact the<br />
Group's profitability or financial position. This type of risk is divided into two<br />
categories (below): transactional <strong>and</strong> translational.<br />
Transactional exposure<br />
Transaction exposure encompasses all future contractual <strong>and</strong> forecasted<br />
income <strong>and</strong> expenses in foreign currencies, which thus involve a risk that the<br />
Group's profitability will be negatively impacted by changes in exchange rates.<br />
The <strong>Teracom</strong> Group has limited transactional exposure. This is because the<br />
value-added from international business activities is primarily created locally<br />
by having expenses in the same currency as the sales revenues.<br />
Currency derivatives are used to decrease transaction exposure in EUR <strong>and</strong><br />
the hedged flow on the balance sheet date was EUR 6 million.<br />
Sensitivity analysis of currency risk<br />
The <strong>Teracom</strong> Group's currency transactions are primarily in SEK, EUR <strong>and</strong> DKK.<br />
During <strong>2011</strong>, the net outflow of EUR amounted to the equivalent of SEK -148<br />
(-146) million. In <strong>2011</strong>, the average exchange rate for EUR was SEK 9.0335. A<br />
fluctuation in the exchange rate of +/- 10 percent would impact profits by<br />
SEK +/- 15 million. The Group's net flow in DKK during <strong>2011</strong> was close to zero<br />
through internal currency netting within the Group.<br />
Translational exposure<br />
Because the company has international business activities, there is also a<br />
certain degree of translation exposure. This is rooted in the value of foreign<br />
investments as well as the profits generated on an ongoing basis. Such profits<br />
are translated using the average rate for the year as the opening value <strong>and</strong><br />
comparing it to the year's ending rate, which is provided by the Swedish Central<br />
Bank. The difference is reported against equity. Accordingly, the only time<br />
that an actual cash flow is involved is in connection with disposals, investments<br />
<strong>and</strong> dividends from subsidiaries.<br />
84
Net investments of foreign operations can be hedged if the Group's Board<br />
of Directors approves such a decision. Hedge accounting is applied for the<br />
hedging of net investment via loans or derivative instruments.<br />
Translation exposure on net assets in foreign subsidiaries amounted to<br />
SEK 6 (33) million.<br />
Interest rate risk<br />
Interest rate risk is defined as the risk that changes in market interest rates<br />
will have a negative impact on the Group's profit <strong>and</strong> cash flow. The interest<br />
rate risk associated with the <strong>Teracom</strong> Group's financing activities should be<br />
limited in accordance with its financial goals <strong>and</strong> having considered all of the<br />
Group's other risks <strong>and</strong> margin for such risks. The Group has both interestbearing<br />
liabilities <strong>and</strong> cash equivalents. In terms of risks, these two items balance<br />
each other to a certain extent. Given the desire to limit risks, the goal<br />
is to minimize interest expenses. Interest-bearing assets should primarily be<br />
used to reduce existing borrowings <strong>and</strong> as such, fixed interest terms should<br />
not extend beyond the closest date for amortizing the Group's loans. Derivatives<br />
in the form of interest swaps <strong>and</strong> futures may be used to influence the<br />
fixed interest term without changing the underlying conditions of the loans.<br />
Sensitivity analysis of interest rate risk<br />
As of 31 December <strong>2011</strong>, the Group had bank loans of SEK 1,858 (2,209) million.<br />
Part of the funding is at a fixed rate via interest rate derivatives, see more information<br />
under the section on financial instruments. The fixed interest term on the<br />
liability at year-end <strong>2011</strong> was 14.6 months. The base lending rate on the liability at<br />
year-end <strong>2011</strong> was 1.53 percent. A change in interest rate of 1 percentage point<br />
affects the Group's interest expenses by SEK +/- 18.6 million on total borrowing.<br />
Electricity price risk<br />
<strong>Teracom</strong> AB has broadcasting activities that consume significant amounts of<br />
electricity. To limit the exposure to changes in electricity prices, the majority<br />
of purchased electricity is hedged. Hedging is conducted using financial<br />
electricity contracts based upon electricity trading instructions that have been<br />
established by the Board of Directors of <strong>Teracom</strong> AB. This type of derivative<br />
only exists in <strong>Teracom</strong> AB <strong>and</strong> maturity dates occur during the period 2012-<br />
2014. <strong>Teracom</strong> AB hedges electricity prices for 70–100 percent of estimated<br />
total consumption over the coming 12 months. Thereafter, within the interval<br />
13-36 months, prices are hedged for a certain portion of the estimated<br />
consumption volume according to a ladder model. Within the interval 13-24<br />
months, prices are hedged 40-80 percent <strong>and</strong> within the interval 25-36<br />
months, prices are hedged 10-50 percent.<br />
A change in unrealized gains (losses) related to electricity derivatives, SEK<br />
-27 million, was transferred to equity since the management team decided<br />
that the derivative constitutes cash flow hedging. As of 31 December <strong>2011</strong><br />
there was an unrealized loss attributable to electricity derivatives totaling<br />
SEK -9 million. At the end of 2010, there was an unrealized gain in electricity<br />
derivatives of SEK 17 million.<br />
Sensitivity analysis of electricity price risk<br />
For <strong>2011</strong>, <strong>Teracom</strong>'s total electricity consumption was 110,156 MWh. In <strong>2011</strong>,<br />
<strong>Teracom</strong> AB had hedged 96,247 MWh. The average spot price for <strong>2011</strong> was 430.81<br />
SEK/MWh with a variation of approximately +/- 190 SEK/MWh. If the total electricity<br />
consumption had not been hedged at all, a fluctuation in electricity prices<br />
of +/- 20 percent could have an effect on profits of SEK +/- 9.5 million.<br />
Credit risk<br />
Note 20 describes the accounts receivable <strong>and</strong> commercial credit risks associated<br />
with them. This note describes the Group's financial credit risk, which can<br />
be broken down into two parts:<br />
- Issuer risk is the risk that the Group fails to get back the amount that was<br />
invested (including interest) due to default, i.e. the counterparty runs into<br />
financial difficulties or goes into bankruptcy.<br />
- Counterparty risk is the risk that the counterparty defaults <strong>and</strong> is unable<br />
to fulfill its obligations as per the financial contract, such as a forward<br />
exchange agreement. As a result, the Group could then encounter losses by<br />
having to enter into a new contract at going market rates.<br />
Counterparty risk <strong>and</strong> issuer risk are managed by only allowing financial contracts<br />
<strong>and</strong> investments to be made with established Nordic banks that as a<br />
minimum have a credit rating of A according to S&P.<br />
Liquidity risk<br />
The Group is exposed to the risk of not having sufficient liquid funds at a<br />
certain point in time <strong>and</strong> thus not being able to fulfill its payment obligations.<br />
Liquidity risk is dealt with by making sure that the Group has sufficient liquid<br />
funds <strong>and</strong> short-term investments in a liquid market, accessible financing<br />
through contracted credit facilities <strong>and</strong> the ability to close market positions.<br />
The liquidity reserve consists of the Group's liquid funds (credit balances<br />
<strong>and</strong> negotiable investments), unutilized available overdraft facilities <strong>and</strong><br />
unutilized credit facilities The liquidity reserve should total at least 10 percent<br />
of the Group's sales, of which at least SEK 100 million at all times must be<br />
immediately available<br />
Surplus of cash equivalents, which is in addition to the need for a liquidity<br />
reserve in accordance with that set out above <strong>and</strong> which cannot be used to<br />
amortize outst<strong>and</strong>ing loans, should be invested within established guidelines<br />
to create added returns.<br />
At the end of <strong>2011</strong>, the liquidity reserve was SEK 1,193 (1,577) million.<br />
Group<br />
Cash equivalents, MSEK <strong>2011</strong> 2010<br />
Cash <strong>and</strong> bank balances 220 377<br />
Total 220 377<br />
Financing risk<br />
The <strong>Teracom</strong> Group's goal for its capital structure is to make sure that the<br />
Group is able to continue its business activities so that it generates a return<br />
for its shareholders.<br />
The <strong>Teracom</strong> Group's financial strategy <strong>and</strong> long-term goal is to generate<br />
a return on equity that is at least 17 percent, along with a long-term equity<br />
ratio ranging between 30-40 percent.<br />
During <strong>2011</strong>, the Group's strategy was to maintain a maximum net debt/<br />
equity ratio of 175 (175) percent, which means that the amount of capital<br />
loaned out by the Group may not exceed an amount that is 1.75 times the<br />
carrying amount of the Group's equity. The long-term target for the net debt/<br />
equity ratio is 100 percent. As of 31 December <strong>2011</strong> <strong>and</strong> 2010, the net debt/<br />
equity ratio was as follows:<br />
MSEK <strong>2011</strong> 2010<br />
Interest-bearing liabilities 2 016 2 381<br />
Less: Cash equivalents -220 -377<br />
Other interest-bearing assets -56 -52<br />
Net liability 1 740 1 952<br />
Equity 1 773 1 743<br />
Net debt/equity ratio 0,98 1,12<br />
Upplysningscentralen (UC) – Sweden's largest <strong>and</strong> leading business <strong>and</strong> credit<br />
information agency has given <strong>Teracom</strong> AB a risk class rating of 5.<br />
Maturity dates for liability items (excluding interest)<br />
The table below is an analysis of the Group's financial liabilities, which have<br />
been categorized according to the time remaining until the contractual maturity<br />
date as of the balance sheet date. The amounts shown in the table represent<br />
contractual undiscounted cash flows.<br />
Maturity dates for liability items <strong>2011</strong>-12-31<br />
MSEK<br />
Within one<br />
year<br />
Group<br />
1-2 years 2-3 years 3-4 years 4-5 years<br />
More than<br />
five years<br />
Bank loan 75 302 75 1 206 200 0 1 858<br />
Other loans 13 0 0 0 0 0 13<br />
Derivative instruments 16 0 0 10 0 0 26<br />
Call option, Digi TV Plus Oy 128 0 0 0 0 0 128<br />
Financial leasing 0 0 0 0 0 0 0<br />
Total 232 302 75 1 216 200 0 2 025<br />
Total<br />
85
Note 21 (cont'd)<br />
The Group maintains financing flexibility by entering into credit agreements<br />
to make sure that it has both immediate <strong>and</strong> long-term access to credit facilities.<br />
The Group can also take action to influence the maturity dates on its loan<br />
stock <strong>and</strong> by making sure to take loans with at least two creditors.<br />
Financial loan conditions<br />
The Group has not entered into any new agreement for credit facilities in<br />
<strong>2011</strong>. Existing credit agreements include financial loan conditions, i.e. covenants,<br />
relating to net debts/EBITDA, the interest coverage ratio <strong>and</strong> the equity<br />
ratio that must be satisfied each quarter. Should the agreed-upon covenants<br />
not be satisfied, this would then entitle the lender to cancel the credit agreement.<br />
All of the financial ratios fulfilled the contracted limits during the year.<br />
During the year, the Group's net liabilities increased/decreased by SEK -212<br />
(1,042) million. On the balance sheet date, the Group reported a net liability of<br />
SEK 1,740 (1,952) million.<br />
Contract terms, pledged assets <strong>and</strong> financial obligations<br />
The scope of Group's pledged assets <strong>and</strong> contingent liabilities is limited. Disclaimers<br />
are typically in place whenever the Group enters into agreements to<br />
obtain credit. The disclaimer states that Group companies do not grant the<br />
lender any type security in the form of chattel mortgages or similar items.<br />
Rather, they only commit to not providing any collateral to another party.<br />
Calculation of fair value<br />
The table below shows financial instruments measured at fair value, based<br />
on how classification in the fair value hierarchy has been done. The different<br />
levels are defined as follows:<br />
- In Level 1, fair value is based on financial instruments at listed prices (unadjusted)<br />
on active market for identical assets or liabilities. A market is considered<br />
to be active if quoted prices from a stock exchange, broker, trade<br />
association, pricing service or surveillance authority are easily <strong>and</strong> regularly<br />
available. The prices must also represent actual <strong>and</strong> regularly occurring<br />
arm's length market transactions. The quoted market price used for the<br />
Group's financial assets is the current bid price.<br />
- The fair value of financial instruments that are not held in an active market<br />
is established by using valuation techniques. To the extent possible, market<br />
information is used whenever it is available <strong>and</strong> company-specific information<br />
is used as little as possible. If all significant input data required for fair<br />
value measurement of an instrument is observable, the instrument will then<br />
be categorized in Level 2.<br />
- In instances where one or more significant input data items are not based<br />
on observable market information, the instrument will then be classified as<br />
Level 3.<br />
The following table shows the Group's financial assets <strong>and</strong> liabilities measured at<br />
fair value as of 31 December <strong>2011</strong>.<br />
Fair value hierarchy <strong>2011</strong><br />
MSEK Level 1 Level 2 Level 3 Total<br />
Financial assets valued at fair value via the income statement<br />
- Derivative instruments 2 - - 2<br />
Financial assets, total 2 - - 2<br />
Financial liabilities<br />
Derivative instruments where hedge accounting is applied 26 - - 26<br />
Financial liabilities valued at fair value via the income statement - 128 - 128<br />
Financial liabilities, total 26 128 - 154<br />
The following table shows the Group's financial assets <strong>and</strong> liabilities measured at<br />
fair value as of 31 December 2010.<br />
Fair value hierarchy 2010<br />
MSEK Level 1 Level 2 Level 3 Total<br />
Financial assets<br />
Financial assets valued at fair value via the income statement<br />
- Electricity derivatives included in the item, Derivative instruments 17 - - 17<br />
Financial assets, total 17 - - 17<br />
Financial liabilities<br />
Financial liabilities valued at fair value via the income statement<br />
- Put option included in the item, Other current liabilities - 125 - 125<br />
Financial liabilities, total - 125 - 125<br />
86
Financial derivative instruments<br />
The following table shows the fair value of the Group's financial derivative<br />
instruments for managing financial risks.<br />
Derivative instruments at fair value 31 December <strong>2011</strong> 31 December 2010<br />
Assets Liabilities Assets Liabilities<br />
Interest rate swap<br />
Cash flow hedges - 10 - -<br />
Hedges of fair value - - - -<br />
Held for trading - - - -<br />
Currency interest rate swap<br />
Cash flow hedges - - - -<br />
Hedges of fair value - 6 - -<br />
Held for trading - - - -<br />
Electricity derivatives<br />
Cash flow hedges - 10 17 -<br />
Hedges of fair value - - - -<br />
Held for trading - - - -<br />
Total 0 26 17 0<br />
Note 22. Prepaid expenses <strong>and</strong> accrued income<br />
Group<br />
Parent Company<br />
Prepaid expenses <strong>and</strong> accrued income <strong>2011</strong> 2010 <strong>2011</strong> 2010<br />
Accrued income 82 51 2 -<br />
Prepaid project expenses 142 98 0 -<br />
Prepaid boxes in customer agreements 83 71 0 -<br />
Other items 22 22 0 -<br />
Total 329 242 2 -<br />
Prepaid project expenses<br />
Prepaid project expenses refer to costs for fixed-price contracts. These expenses<br />
are reported in accordance with the percentage of total service that has<br />
been delivered. These expenses consist of program company expenses in order<br />
to provide customers with access to TV programs, as well as direct expenses<br />
related to taking orders.<br />
Prepaid boxes in customer agreements<br />
Prepaid boxes in customer agreements are expenses for boxes that are included<br />
in agreements with customers. These expenses are reported in accordance<br />
with the percentage of total service that has been delivered.<br />
87
Note 23. Equity<br />
Share capital<br />
According to the articles of association for <strong>Teracom</strong> Group AB (the<br />
Parent Company), the share capital should amount to no less than<br />
SEK 50,000 <strong>and</strong> no more than SEK 200,000. As of 31 Decembe r<br />
<strong>2011</strong>, the share capital was SEK 50,000. The quotient value is<br />
SEK 1,000. All 50,000 shares are fully paid <strong>and</strong> carry full entitlement to an<br />
equal voting right <strong>and</strong> share in the company’s assets.<br />
No shares are held by the Company itself or its subsidiaries.<br />
Other contributed capital<br />
Other contributed capital refers to capital contributed by the owner.<br />
Reserves<br />
Reserves include all exchange rate differences arising during the translation<br />
of financial statements from foreign operations, changes in the translation of<br />
goodwill, other surpluses in local currency <strong>and</strong> derivative instruments subject<br />
to hedge accounting. Reserves also include tax related to the above items.<br />
Profit brought forward<br />
Profit brought forward, which includes the profit/loss for the period, also<br />
includes earned profits for the Parent Company <strong>and</strong> its share of profits/losses<br />
of subsidiaries. Profit brought forward includes amounts to be distributed as<br />
dividends.<br />
Proposed dividends<br />
As of 31 December <strong>2011</strong>, the Parent Company had non-restricted equity of<br />
SEK 1,859 million. A decision about dividends will be made at the AGM on<br />
18 April 2012. The Board of Directors' proposed dividend is SEK 110 million.<br />
Note 25. Provisions<br />
Long-term provision<br />
Group<br />
Pension provisions<br />
Provisions <strong>2011</strong> 2010<br />
Opening balance, 1 January 1 2<br />
Provisions made 0 1<br />
Provisions utilized 0 -2<br />
Closing balance, 31 December 1 1<br />
Short-term provision<br />
Group<br />
Restructuring<br />
Provisions <strong>2011</strong> 2010<br />
Opening balance, 1 January 2 1<br />
Provisions made 6 5<br />
Provisions utilized -4 -4<br />
Closing balance, 31 December 4 2<br />
Short-term provision<br />
Parent Company<br />
Restructuring<br />
Provisions <strong>2011</strong> 2010<br />
Opening balance, 1 January 0 -<br />
Provisions made 4 -<br />
Provisions utilized 0 -<br />
Closing balance, 31 December 4 -<br />
Provisions made <strong>and</strong> utilized consist of estimated personnel expenses resulting<br />
from the Group's decision to execute a reorganization of the company.<br />
These expenses primarily consist of retirement pensions.<br />
Note 24. Accrued expenses <strong>and</strong><br />
deferred income<br />
Deferred income primarily pertains to deferred income for pay TV subscriptions<br />
<strong>and</strong> deferred income for capacity <strong>and</strong> co-location.<br />
The long-term portion of deferred income amounts to SEK 79 (70) million<br />
for the Group <strong>and</strong> SEK 0 (-) million for the Parent Company.<br />
The components of the current portion of deferred income are shown in the<br />
table, below.<br />
Group Parent Company<br />
Accrued expenses <strong>and</strong><br />
deferred income <strong>2011</strong> 2010 <strong>2011</strong> 2010<br />
Accrued personnel expenses 67 66 9 -<br />
Deferred income 517 463 0 -<br />
Accrued expenses for program<br />
companies<br />
73 61 - -<br />
Other items 98 174 5 -<br />
Total 755 764 14 -<br />
88
Note 26. Shares <strong>and</strong> participations in Group companies<br />
Participations in Group companies<br />
Company name CIN Registered office<br />
<strong>Teracom</strong> AB 556441-5098 Stockholm<br />
Boxer TV-Access AB 556548-1131 Stockholm<br />
Oy Boxer TV AB 1589479-9 Helsinki<br />
Boxer TV A/S 29939470 Copenhagen<br />
<strong>Teracom</strong> A/S 25598008 Taastrup<br />
Digi TV Plus Oy 1988050-3 Helsinki<br />
<strong>Teracom</strong> Mobile TV AB 556392-5303 Stockholm<br />
<strong>Teracom</strong> Mast AB 556711-9168 Stockholm<br />
Book value<br />
Company name Number shares Equity Profit (loss) for the year<br />
Capital/share<br />
of votes, % <strong>2011</strong> 2010<br />
<strong>Teracom</strong> AB (Parent Company previous year) 250 000 1 572 304 100 1 633<br />
Boxer TV-Access AB 3 332 156 156 100 1 410 1 410<br />
Oy Boxer TV AB 392 100 0 0<br />
Boxer TV A/S 5 000 -256 -258 100 444<br />
<strong>Teracom</strong> A/S 3 800 1 288 43 100 1 410 1 410<br />
Digi TV Plus Oy 2 921 500 -134 -75 53 394 413<br />
<strong>Teracom</strong> Mobile TV AB 10 000 1 0 100 0 0<br />
<strong>Teracom</strong> Mast AB 10 000 1 0 100 1 1<br />
5 292 3 234<br />
Note 27. Acquired businesses<br />
On 30 September 2010, <strong>Teracom</strong> AB acquired 100 percent of the shares in<br />
the Danish terrestrial network operator, BSD, which consists of the following<br />
three companies: Broadcast Service Denmark A/S, Broadcast Stations Company<br />
1 A/S <strong>and</strong> Broadcast Stations Company 2 A/S. The consideration, SEK<br />
1,394 million, was paid in cash. Acquisition costs amounted to SEK 16 million<br />
<strong>and</strong> have been included in the Group's income statement for 2010 as other<br />
expenses. The acquired companies, which were merged in May <strong>2011</strong>, comprise<br />
a cash-generating unit called <strong>Teracom</strong> A/S. According to the final acquisition<br />
analysis, the assets <strong>and</strong> liabilities included in the acquisition of <strong>Teracom</strong> A/S<br />
are as follows:<br />
MSEK<br />
Value according to<br />
acquisition analysis<br />
Property, plant <strong>and</strong> equipment 1 440<br />
Customer agreements 20<br />
Customer relations 12<br />
Intangible assets 39<br />
Current receivables - interest-bearing 47<br />
Current receivables - non interest-bearing 4<br />
Cash <strong>and</strong> bank balances 147<br />
Provisions (deferred tax liabilities) -8<br />
Long-term liabilities - interest-bearing -241<br />
Long-term liabilities - non interest-bearing -98<br />
Current liabilities - interest-bearing -43<br />
Current liabilities - non interest-bearing -37<br />
Acquired identifiable net assets 1 282<br />
Goodwill 112<br />
Purchase sum for shares in subsidiary 1 394<br />
possible to calculate the total amount of income that the Group would have<br />
had if <strong>Teracom</strong> A/S had been consolidated on 1 January 2010 since <strong>Teracom</strong><br />
A/S consisted of several companies during 2010 <strong>and</strong> the legal structure was<br />
changed just prior to the acquisition.<br />
Note 28. Pledged assets<br />
The Group's <strong>and</strong> the Parent Company's pledged assets at the end of the year<br />
amounted to SEK 0 (0) million <strong>and</strong> 0 (0), respectively.<br />
Note 29. Contingent liabilities/Guarantees<br />
At the end of <strong>2011</strong> there was only one contingent liability/guarantee in the<br />
Parent Company. It was also the only contingent liability in the Group. The<br />
contingent liability referred to a Parent Company guarantee for the subsidiary<br />
Boxer TV A/S. The Parent Company guarantees its subsidiary's financial commitments<br />
in a Letter of Financial Support.<br />
Purchase sum entered as a liability -6<br />
Consideration paid on 31 December 2010 -1 388<br />
Cash equivalents in acquired subsidiaries 147<br />
Change in Group cash equivalents as of<br />
31 December 2010<br />
-1 241<br />
The income from <strong>Teracom</strong> A/S included in the consolidated income statement<br />
for the period 1 October-31 December 2010 amounted to SEK 60 million.<br />
<strong>Teracom</strong> A/S also contributed a profit before tax of SEK 18 million. It is not<br />
89
The undersigned hereby declare that the consolidated financial<br />
statements <strong>and</strong> annual report have been prepared in<br />
accordance with international financial reporting st<strong>and</strong>ards<br />
(IFRS), as adopted by the EU, as well as generally accepted<br />
accounting principles. These give a true <strong>and</strong> fair view of the<br />
Group's <strong>and</strong> the Parent Company's financial position <strong>and</strong><br />
earnings. In addition, the Group's Directors' <strong>Report</strong> <strong>and</strong> the<br />
Parent Company's Director's <strong>Report</strong> provide a fair overview<br />
of how the Group <strong>and</strong> the Parent Company's businesses have<br />
developed, along with financial position <strong>and</strong> earnings. The<br />
significant risks <strong>and</strong> uncertainty factors facing the companies<br />
that belong to the Group have also been described.<br />
Sundbyberg, March 16, 2012<br />
Åsa Sundberg<br />
Chairman of the Board<br />
Lars Grönberg Kristina Axberg Bohman Urban Lindskog<br />
Maria Curman Nils-Petter Tetlie Ingrid Engström<br />
Johan Hallberg Magnus Ahxner John-Olof Blomkvist<br />
Crister Fritzson<br />
President/CEO<br />
Sten Håkansson<br />
Authorized Public Accountant<br />
90
Auditors' report on overall review of<br />
the <strong>Sustainability</strong> <strong>Report</strong><br />
To the readers of <strong>Teracom</strong>'s <strong>Sustainability</strong> <strong>Report</strong><br />
The management of <strong>Teracom</strong> Group AB commissioned us to<br />
conduct a general review of the sustainability information<br />
referred to in the GRI index in <strong>Teracom</strong> Group AB's combined<br />
<strong>2011</strong> <strong>Annual</strong> <strong>and</strong> <strong>Sustainability</strong> <strong>Report</strong>. The Board <strong>and</strong> senior<br />
management team are responsible for the operating activities<br />
related to the environment, the work environment, social<br />
responsibility <strong>and</strong> sustainable development, as well as the<br />
preparation <strong>and</strong> presentation of the <strong>Sustainability</strong> <strong>Report</strong> in<br />
accordance with applicable criteria. Our responsibility is to<br />
express an opinion on the <strong>Sustainability</strong> <strong>Report</strong> that is based<br />
upon our overall review.<br />
The purpose <strong>and</strong> scope of a review<br />
We carried out our overall review in accordance with RevR 6<br />
Assurance of sustainability reports, which is published by FAR.<br />
A review consists of making inquiries, primarily of persons<br />
responsible for preparation of the <strong>Sustainability</strong> <strong>Report</strong>, <strong>and</strong><br />
applying analytical <strong>and</strong> other review procedures. A review<br />
has a different purpose <strong>and</strong> is substantially more limited in<br />
scope than an audit conducted in accordance with IAASB's<br />
st<strong>and</strong>ards for audit <strong>and</strong> quality control, <strong>and</strong> other generally<br />
accepted auditing st<strong>and</strong>ards. The procedures performed in a<br />
review do not enable us to obtain a level of assurance that<br />
would make us aware of all significant matters that might<br />
be identified in an audit. Therefore, the conclusion expressed<br />
based on a review does not give the same level of assurance<br />
as a conclusion based on an audit.<br />
The criteria that we used to base our review on are the<br />
parts of the <strong>Sustainability</strong> <strong>Report</strong>ing Guidelines, G3, issued<br />
by Global <strong>Report</strong>ing Initiative (GRI), which are relevant for<br />
the <strong>Sustainability</strong> <strong>Report</strong> along with the accounting <strong>and</strong> calculation<br />
principles specifically designed <strong>and</strong> specified by the<br />
company. We believe that these criteria are appropriate to<br />
use for preparation of the <strong>Sustainability</strong> <strong>Report</strong>.<br />
Based on an assessment of materiality <strong>and</strong> risk, our<br />
overall review covered the following items:<br />
a. updating our own knowledge <strong>and</strong> underst<strong>and</strong>ing of<br />
<strong>Teracom</strong>'s organization <strong>and</strong> operations,<br />
b. assessing the results of the company's dialogue with<br />
stakeholders,<br />
c. conducting interviews with managers at the Group level<br />
<strong>and</strong> at selected units, with the aim of assessing whether<br />
the qualitative <strong>and</strong> quantitative information contained in<br />
the <strong>Sustainability</strong> <strong>Report</strong> is complete, accurate <strong>and</strong> sufficient,<br />
d. examining internal <strong>and</strong> external documentation in order<br />
to assess whether the reported information is complete,<br />
accurate <strong>and</strong> sufficient,<br />
e. evaluating the design of the systems <strong>and</strong> processes that<br />
have been used to collect, manage <strong>and</strong> validate sustainability<br />
information,<br />
f. conducting an analytical review of the reported information,<br />
g. assessing the company's stated application level in terms<br />
of GRI guidelines,<br />
h. assessing the overall impression made by the<br />
<strong>Sustainability</strong> <strong>Report</strong>, along with its format <strong>and</strong> with<br />
that, assessing whether the information reciprocally is in<br />
agreement with the applied criteria.<br />
Conclusion<br />
Based on our overall review, no circumstances were<br />
brought to light that would give us reason to believe that<br />
the <strong>Sustainability</strong> <strong>Report</strong> was not, in all material respects,<br />
prepared in accordance with the criteria stated above.<br />
Stockholm, March 16, 2012<br />
PricewaterhouseCoopers AB<br />
Sten Håkansson<br />
Authorized Public Accountant<br />
Fredrik Ljungdahl<br />
Specialist member of FAR<br />
91
Auditor's report<br />
To the AGM in <strong>Teracom</strong> Group AB, CIN 556842-4856<br />
<strong>Report</strong> on the annual report <strong>and</strong> consolidated financial<br />
statements<br />
We have audited the annual report <strong>and</strong> consolidated financial<br />
statements of <strong>Teracom</strong> Group AB for <strong>2011</strong>. The company's<br />
annual report <strong>and</strong> consolidated financial statements are<br />
included in the printed version of this document on pages<br />
44–89.<br />
The responsibility of the Board of Directors <strong>and</strong> the<br />
President/CEO for the annual report <strong>and</strong> consolidated<br />
financial statements<br />
The Board of Directors <strong>and</strong> the President/CEO are responsible<br />
for preparing an annual report that presents a true <strong>and</strong><br />
fair view in accordance with the <strong>Annual</strong> Accounts Act <strong>and</strong><br />
consolidated financial statements that present a true <strong>and</strong> fair<br />
view in accordance with the IFRS international accounting<br />
st<strong>and</strong>ards, as adopted by the EU, <strong>and</strong> the <strong>Annual</strong> Accounts<br />
Act, <strong>and</strong> for the internal control that the Board of Directors<br />
<strong>and</strong> the President/CEO deem to be necessary to prepare an<br />
annual report <strong>and</strong> consolidated financial statements that are<br />
free of material misstatement, whether such are the result of<br />
falsifications or errors.<br />
Responsibility of the auditor<br />
Our responsibility is to express our opinion on the annual<br />
report <strong>and</strong> the consolidated financial statements based on<br />
our audit. We conducted the audit in accordance with the<br />
International St<strong>and</strong>ards on Auditing <strong>and</strong> generally accepted<br />
auditing st<strong>and</strong>ards in Sweden. These st<strong>and</strong>ards require that<br />
we apply professional moral requirements <strong>and</strong> plan <strong>and</strong><br />
carry out the audit in such a manner as to assure reasonable<br />
certainty that the annual report <strong>and</strong> consolidated financial<br />
statements are free of material misstatement.<br />
An audit entails obtaining through different measures<br />
audit evidence regarding amounts <strong>and</strong> other information<br />
in the annual report <strong>and</strong> consolidated financial statements.<br />
The auditor decides the measures that will be conducted,<br />
in part by assessing the risks for material misstatement in<br />
the annual report <strong>and</strong> consolidated financial statements,<br />
regardless whether these misstatements are due to falsifications<br />
or error. When conducting this risk assessment, the<br />
auditor takes into account the areas of internal control that<br />
are relevant for how the company prepares its annual report<br />
<strong>and</strong> consolidated financial statements in order to present a<br />
true <strong>and</strong> fair view, with the intention of designing auditing<br />
measures that are appropriate given the circumstances, but<br />
not with the intention of making a statement regarding the<br />
efficiency of the company's internal control. An audit also<br />
entails evaluating the appropriateness of the accounting<br />
principles applied <strong>and</strong> the plausibility of the estimations<br />
made by the board of directors <strong>and</strong> the managing director<br />
in the report, as well as evaluating the overall presentation<br />
of the annual report <strong>and</strong> consolidated financial statements.<br />
We believe the audit evidence we obtained to provide a<br />
sufficient <strong>and</strong> appropriate base for our statement.<br />
Opinion<br />
It is our opinion that the annual report has been prepared in<br />
accordance with the <strong>Annual</strong> Accounts Act <strong>and</strong> in all material<br />
aspects provides a true <strong>and</strong> fair view of the Parent Company's<br />
financial position as of 31 December <strong>2011</strong> <strong>and</strong> the financial<br />
results <strong>and</strong> cash flows for the year in accordance with the<br />
<strong>Annual</strong> Accounts Act, <strong>and</strong> that the consolidated financial<br />
statements were prepared in accordance with the <strong>Annual</strong><br />
Accounts Act <strong>and</strong> provide in all material aspects a true <strong>and</strong><br />
fair view of the Group's financial position as of 31 December<br />
<strong>2011</strong> <strong>and</strong> its results <strong>and</strong> cash flows in accordance with the<br />
international accounting st<strong>and</strong>ards, as adopted by EU, <strong>and</strong><br />
the <strong>Annual</strong> Accounts Act. A Corporate Governance <strong>Report</strong><br />
has been prepared. The Directors’ <strong>Report</strong> <strong>and</strong> the Corporate<br />
Governance <strong>Report</strong> are consistent with the other parts of the<br />
annual report <strong>and</strong> the consolidated financial statements.<br />
We therefore recommend to the <strong>Annual</strong> General Meeting<br />
that the income statement <strong>and</strong> balance sheet for the Parent<br />
Company <strong>and</strong> the Group be adopted.<br />
<strong>Report</strong>s on other requirements in accordance with laws<br />
<strong>and</strong> other regulations<br />
In addition to our audit of the annual report <strong>and</strong> consolidated<br />
financial statements, we also audited the proposed<br />
appropriations regarding the company's profit or loss <strong>and</strong><br />
the Board of Director's <strong>and</strong> the President/CEO's administration<br />
of the <strong>Teracom</strong> Group AB for <strong>2011</strong>.<br />
The responsibility of the Board of Director <strong>and</strong> the President/<br />
CEO<br />
It is the responsibility of the Board of Directors to propose<br />
the appropriations regarding the company's profit or loss,<br />
<strong>and</strong> it is the responsibility of the Board of Directors <strong>and</strong> the<br />
President/CEO for administration in accordance with the<br />
Companies Act.<br />
92
Responsibility of the auditor<br />
It is our responsibility to express our opinion with reasonable<br />
certainty on the proposed appropriations regarding the<br />
company's profit or loss <strong>and</strong> the administration based on our<br />
audit. We conducted the audit in accordance with generally<br />
accepted auditing st<strong>and</strong>ards in Sweden.<br />
As the basis for our statement regarding the Board of<br />
Director's proposed appropriations regarding the company's<br />
profit or loss we audited the Board of Director's reasoned<br />
opinion <strong>and</strong> a sample of the data underlying this opinion<br />
in order to assess if the proposal is in compliance with the<br />
Companies Act.<br />
As the basis of our statement regarding discharge from<br />
liability, in addition to our audit of the annual report <strong>and</strong><br />
consolidated financial statements, we examined significant<br />
decisions, actions taken <strong>and</strong> circumstances of the Company<br />
in order to be able to determine the possible liability to the<br />
Company of any Board member or the President/CEO. We also<br />
examined whether any Board member or the CEO has, in any<br />
other way, acted in contravention of the Swedish Companies<br />
Act, the <strong>Annual</strong> Accounts Act or the articles of association.<br />
We believe the audit evidence we obtained to provide a<br />
sufficient <strong>and</strong> appropriate base for our statement.<br />
Opinion<br />
We recommend that the <strong>Annual</strong> General Meeting distribute<br />
the profit in accordance with the proposal in the Directors’<br />
<strong>Report</strong> <strong>and</strong> discharge the members of the Board of Directors<br />
<strong>and</strong> the President/CEO from liability for the financial year.<br />
Stockholm, March 16, 2012<br />
PricewaterhouseCoopers AB<br />
Sten Håkansson<br />
Authorized Public Accountant<br />
93
<strong>Teracom</strong> Group's service technicians<br />
are used to working at heights that<br />
are often over 300 m.<br />
95
Technical definitions<br />
Broadcasting<br />
Transmission of radio <strong>and</strong> TV.<br />
Co-location<br />
Allows companies <strong>and</strong> organizations to rent a place in the network operator’s<br />
masts <strong>and</strong> stations. Typically, the equipment belongs to the customer.<br />
DAB<br />
Digital Audio Broadcasting, digital radio.<br />
DAB+<br />
The future digital radio st<strong>and</strong>ard for the terrestrial radio network.<br />
DVB-T<br />
Digital Video Broadcasting Terrester. The European st<strong>and</strong>ard<br />
for terrestrial digital TV.<br />
DVB-T2<br />
The future digital TV st<strong>and</strong>ard for the terrestrial TV network.<br />
Environmental Code<br />
This refers to the portion of Swedish legislation that protects human health<br />
<strong>and</strong> the environment. The work environment is regulated in other legislation.<br />
Free TV (FTA)<br />
Channels that do not require any special subscription.<br />
Global Compact<br />
Global Compact is a UN initiative to unite companies with UN bodies, trade<br />
unions <strong>and</strong> the civil sector. The initiative supports ten principles concerning<br />
human rights, labor legislation, the environment <strong>and</strong> efforts to counteract<br />
corruption. Its vision is for a more sustainable economy that does not marginalize<br />
different groups in society or have a negative impact on the environment.<br />
HDTV (High Definition TV).<br />
High definition TV that has a sharper picture than st<strong>and</strong>ard TV.<br />
IPA (Important Public Announcements)<br />
These are important messages to society. It is the society’s information channel<br />
used to reach those who are affected by very serious accidents/disasters<br />
<strong>and</strong> similar events.<br />
IPTV<br />
Broadb<strong>and</strong> TV that is distributed via fiber or ADSL, for example.<br />
MPEG2/MPEG4<br />
Moving Pictures Expert Group. Compression for digital TV broadcasts. With<br />
MPEG-2 coding technology, there is room for 5 to 7 st<strong>and</strong>ard TV channels in<br />
each multiplex. With the new MPEG-4 technology, there is room for 10 to 12<br />
st<strong>and</strong>ard TV channels, or 2 to 4 HDTV channels.<br />
MUX (multiplex)<br />
Frequency space for digitally compressed signals. A MUX utilizes a frequency<br />
channel for transmission.<br />
Pay TV<br />
Channels requiring a paid subscription.<br />
Radio newspapers<br />
Recordings of newspaper articles for the visually impaired <strong>and</strong> dyslectics. Distributed<br />
via the FM network.<br />
RDS<br />
Radio Data System, technology for broadcasting texts <strong>and</strong> program-related<br />
messages in FM radio.<br />
Triple play<br />
An offering that includes telephony, Internet <strong>and</strong> TV that is distributed via the<br />
same network using shared technology.<br />
TV Operator<br />
The <strong>Teracom</strong> Group's common position as both a pay TV operator <strong>and</strong> a network<br />
operator.<br />
VoD (On dem<strong>and</strong>)<br />
Video-on-dem<strong>and</strong>, films or TV programs distributed to viewers at the exact<br />
moment they themselves desire to view the content.<br />
3G<br />
Third generation mobile telephony. It offers more rapid transmission speeds<br />
between mobile telephones, with the possibility of sending moving pictures,<br />
among other things.<br />
4G<br />
Fourth generation mobile telephony.<br />
Financial definitions<br />
Average number of employees<br />
The number of employees at the beginning of the year, plus the number of<br />
employees at year end, divided by two.<br />
Capital employed<br />
Total assets less non interest-bearing liabilities including deferred tax<br />
liabilitie s.<br />
EBIT<br />
Operating profit according to the income statement.<br />
EBITDA<br />
Operating profit excluding depreciation/amortization of property, plant <strong>and</strong><br />
equipment <strong>and</strong> intangible assets.<br />
Equity ratio<br />
Equity expressed as a percentage of total assets.<br />
Net liability<br />
Interest-bearing liabilities less interest-bearing assets <strong>and</strong> cash equivalents<br />
Operating income<br />
Income that has been earned or is from work completed during the period.<br />
Pertains to all income except work performed by the company for its own use<br />
<strong>and</strong> capitalized, which is included as part of operating expenses.<br />
Operating margin<br />
Operating profit expressed as a percentage of operating income.<br />
Return on capital employed<br />
Profit after net financial income/expense plus financial expenses expressed as<br />
a percentage of average capital employed.<br />
Return on equity,<br />
Profit for the year expressed as a percentage of adjusted equity.<br />
Net debt/EBITDA<br />
Net debt divided by EBITDA<br />
96
Our services are easy to use, solutions easy to<br />
underst<strong>and</strong> <strong>and</strong> our processes easy to work with.<br />
We simplify by working in a smart, fast <strong>and</strong><br />
effective way to attract <strong>and</strong> retain customers<br />
<strong>and</strong> build our competitive strength.<br />
We deliver what we promise as we care for<br />
customers <strong>and</strong> colleagues.<br />
To secure long term loyalty <strong>and</strong> commitment,<br />
we build trust through mutual respect <strong>and</strong><br />
individual ownership.<br />
We take pride in making a difference for our<br />
customers <strong>and</strong> users as well as for our company.<br />
We st<strong>and</strong> out in the market with solutions<br />
that create significant value <strong>and</strong> attract<br />
customers.<br />
CONTACT INFORMATION:<br />
<strong>Teracom</strong> Group AB <strong>Teracom</strong> A/S Boxer A/S<br />
Box 30150 Banestrøget 19-21 Postbox 118<br />
SE-104 25 Stockholm DK2630 Taastrup DK 1004 København k<br />
Street address: Street address: Street address:<br />
Lindhagensgatan 122 Banestrøget 19-21 Langebrogade 6E, 1. Sal<br />
SE-112 51 Stockholm Taastrup Köpenhamn K<br />
Tel: +46 8 555 421 00 Tel: +45 7011 8011 Tel: +45 7025 1588<br />
Fax: +46 8 555 420 01 Fax: +45 4371 1143 info@boxertv.dk<br />
www.teracomgroup.se info@teracom.dk Customer service tel: +45 7033 2033<br />
www.teracom.dk<br />
kundeservice@boxertv.dk<br />
www.boxertv.dk<br />
CIN: 556842-4856<br />
<strong>Teracom</strong> Sweden Boxer TV-Access AB Digi TV Plus Oy<br />
Box 30150 Box 30150 Pasilankatu 2<br />
SE-104 25 Stockholm SE-104 25 Stockholm FI-00240 Helsinki, Finl<strong>and</strong><br />
Street address: Street address: Street address:<br />
Lindhagensgatan 122 Lindhagensgatan 122 Pasilankatu 2 (Huolintatalo)<br />
SE-112 51 Stockholm SE-112 51 Stockholm Helsinki<br />
Tel: +46 8 555 420 00 Tel: +46 8 587 899 00 Tel: +358 10 387 3001<br />
Fax: +46 8 555 420 01 Fax: +46 8 587 899 99 Fax +358 10 387 3088<br />
Customer service tel: 077191 00 85 customer service tel: 077121 10 00 Customer service tel: +358 10 309 8008<br />
www.teracom.se kundservice@boxer.se asiakaspalvelu@plustv.fi<br />
www.boxer.se<br />
www.plustv.fi