Annual report_V10 5.indd
Transcription
Annual report_V10 5.indd
Together Forward Annual Report 2011 Reports and Consolidated Financial Statements for the year ended 31 December 2011 167 million Aggregate Subscribers 32.2 AED billion Revenue 10.4 AED billion Operating Profit before Federal Royalty 5.8 AED billion Net Profit 4.3 AED billion Table of contents: 1. 2. 3. 4. 5. 6. Business Overview Chairman Statement Board of Directors and Executive Committee Chief Executive Officer Statement Operational Highlights 2011 Management Review • Group Commercial Initiatives • Etisalat UAE • International Operations • Network • Etisalat Services Holding • Human Capital 7. Corporate Governance 8. Independent auditors’ report to the shareholders 9. Consolidated income statement 10.Consolidated statement of comprehensive income 11. Consolidated statement of financial position 12.Consolidated statement of changes in equity 13.Consolidated statement of cash flows 14.Notes to the consolidated financial statements 15.Notice of General Annual Shareholders’ Meeting CAPEX 60fils Dividend per share Head Office: Etisalat Building Intersection of Zayed The 1st Street and Sheikh Rashid Bin Saeed Al Maktoum Street P.O. Box 3838 Abu Dhabi, UAE Telephone: +971 2 6283333 Fax: +971 2 6317000 Telex: 22135 ETCHO EM etisalat.ae Regional Offices: Abu Dhabi, Dubai, Northern Emirates 2 Business Overview Awards - Corporate 2006 Awards - Innovation and Engineering Best Operator IT Weekly Awards Best ICT Services Company Network News Innovation Awards Best New Technology Best Operator Windows User Middle East Awards Best ISP World Communications Awards Best International Carrier Genesys Customer Innovation Awards Customer Innovation Award Arabian Business Achievement Awards Best Middle East Telecommunications Company Comms MEA Awards Best Overall Operator 2007 Telecom World Middle East Awards 2008 2009 SAMENA Telecommunications Council Best Quality of Services Operator of the Year Best FTTx/GPON Operator of the Year Best Mobile Operator International Business Awards Best Multinational Company Middle East & Africa Telecoms World Middle East Awards Best Value Added Service SAMENA Telecommunications Council Best Telecom Company MENASA Comms MEA Awards Most Innovative Non-Voice Service Telecom World Middle East Awards Best Operator Middle East Business Leaders Summit International Leader in Telecommunications Sector – Asia & Africa’ Arab Achievement Awards 3 2007 TM Forum Awards 2010 2011 2006 2009 Best FMC Operator of the Year SAMENA Awards 2010 Leader in Telecoms International Business Awards Most Innovative Company African Investor of the Year Africa Business Awards Asia Brand Employer Awards Training Excellence SAMENA Awards Technical Leadership 2011 Best Customer Experience Provider of the Year Comms MEA Awards Fixed Line Operator of the year Global Telecom Business Innovation Awards Video Services TMT Finance Middle East Best Broadband Provider COMMS MEA Best Fixed Line Provider 4 Business Overview continued Awards - Marketing and Customer Care Awards - Management Design Week Benchmark Awards Best Brand - Telecoms Sector Abu Dhabi Economic Forum, Al Iktissad Wal Amal Comms MEA Awards Best Customer Care CEO Middle East Awards 2006 Lifetime Achievement Award 2008 2007 2008 CEO Middle East Awards Award for CSR Telecom World Middle East Awards Middle East Excellence Awards Institute Best Customer Care Provider Comms MEA Awards Telecom World Middle East Awards Best Brand Finance Asia Awards Best India Deal 2009 2009 2010 2006 Superbrand Council Superbrand Middle East Excellence Awards Institute Middle East Business Global Competitiveness Excellence Award Middle East Excellence Awards Institute Best Customer Care Provider Best Telecom Operator Leader Award SAMENA Time Out Dubai Best Customer Care Middle East Excellence Awards Institute CEO of the Year IT & Telecoms CSR Awards Best Community Programme Middle East Business Leaders Summit Lifetime Achievement Award Honorable mention – Green Company International Business Awards World Communications Awards Best CEO Middle East Business Leaders Summit Leadership in Corporate Social Responsibility CMO Asia Awards Best Telecoms Brand Comms MEA Awards Best Operator Shortlisted - World Communications Awards Social Contribution 2010 Best Chairman International Business Awards Honorable Mention Best CFO Honorable Mention Best Executive 2011 International Business Awards Best Chairman Best Customer Care 2011 International Business Awards Asian Brand Employer Awards 5 Honourable Mention Green and CSR Programme Asia’s Most Preferred Brand 6 Business Overview continued Business snapshot Awards - Carrier and Wholesale Etisalat is a multinational, blue-chip organisation with operations in 17 countries across the Middle East, Africa and Asia. 2008 Capacity Awards 2009 2010 2011 Telecom World Middle East Awards Capacity Awards Best Wholesale Provider MENA An estimated 2 million people benefit from regular work supplying Etisalat or its customers, including 53,000 who are directly employed by the company. Etisalat now has access to a population of more than eight hundred million people, and its satellite network provides services over two thirds of the planet’s surface. Etisalat’s international acquisition programme began in earnest in 2004 by winning the second mobile license, and the first 3G license in Saudi Arabia. Since then the company has witnessed rapid expansion positioning Etisalat as one of the world’s fastest growing operators, with its subscriber numbers rocketing from 4 million in 2004 to 167 million at the end of 2011. For nearly 40 years, Etisalat has helped the UAE sustain a position as the region’s hub for business, trade and foreign investment by providing reliable and high quality services. It is one of the global telecommunication industry’s innovation pacesetters - powering its home country into the Top 10 nations list by providing the latest technologies first. Etisalat is a pioneer in next-generation networks for both fixed line and wireless and is in the process of deploying a nationwide fibre optic system in the UAE that includes enough cable to stretch to the moon and back - two and a half times. Etisalat is also in the process of launching 4G mobile services in the UAE, and today operates the Middle East’s largest LTE network. Presently Etisalat offers both the Middle East’s fastest fixed line broadband service with speeds of up to 30Mbps to the home, and the highest speed mobile broadband connectivity. This technological expertise has helped Etisalat capture significant market share as it expands across the region, most notably in Egypt and Saudi Arabia where the introduction of 7 mobile broadband services, including video call and mobile TV, has changed market dynamics and provided affordable internet access for millions. Etisalat is pioneering several advanced ‘green’ technologies and is a regional leader in providing environmentally friendly information and communication solutions. This includes smart building technologies, the latest Machine-to-Machine (M2M) solutions. and the deployment of alternative power within its regional networks. Etisalat is also ensuring that its infrastructure meets the highest international standards, and its nationwide fibre optic network in the UAE is expected to reduce carbon emissions and energy consumption by over 80% and 70% respectively. Etisalat is committed to the principles of corporate social responsibility and is partnering with many governments and non-government organisations to increase access to education and health care via technology. Etisalat is well-known for its support of people with special needs. It is a shortlisted finalist in the 2011 Global Mobile Awards for its visual contact centre service which uses 3G technology and sign language to provide support to the hearing impaired. As a result, Etisalat has been named ‘Best Overall Operator’ in the Middle East 10 times since 2006, and was named Best International Carrier at the World Communications Awards in 2008. It has won numerous accolades for its innovative marketing, having been awarded for ‘Best Brand’, ‘Best Customer Service’ and ‘Best CSR Programme’. Etisalat’s management team is also well-celebrated with its Chairman, Mohammad Omran, receiving the top accolades in 2010, at both the International Business Awards and the World Communications Awards. 8 •The Emirates Telecommunication Corporation is founded. •The ownership structure changes: The United Arab Emirates government gets a 60% share in the corporation and the remaining 40% is publicly traded. 9 •The UAE central government issues Federal Law No. 1, which gives the corporation the right to provide wired and wireless telecommunications services in the country, and between UAE and other countries. •Internet services are rolled out across the country, another first in the region. •Etisalat opens its SIM card factory, Ebtikar, in Ajman - now regarded as one of the best industrial organisations in the UAE and a leading provider of smart card solutions. •e-Marine is founded to provide maintenance and services to the growing number of international telecommunications cables passing through the Gulf. •Mobile subscribers exceed the 1 million mark as mobile data services is introduced using eWap. •Etisalat introduces the E-Vision brand for its cable TV services. •Etisalat Academy is established to provide professional and technical training. •Etisalat wins the second license to operate in Saudi Arabia thereby introducing Etihad Etisalat – Mobily. It also buys a stake in Canar, a new fixed line operator in Sudan. •Etisalat subscribers reach 2 million. •It develops its mobile network to offer GPRS. •Etisalat achieves 500,000 broadband subscribers, and mobile subscribers in the UAE exceed 7.2 million. •Etisalat offers the iPhone across the UAE and Saudi Arabia, for the first time. •Etisalat acquires Tigo, a Sri Lankan operator, which is later rebranded to Etisalat Lanka. 2011 2010 •Etisalat introduces the first real 4G (LTE) experience to its customers in the UAE 2009 2008 •Etisalat acquires a stake in a green-field operator in Nigeria, the largest and fastest growing market in Africa. •It also invests in Excelcomindo, one of the leading mobile service providers in Indonesia. •UAE mobile subscribers exceed 6.7 million and internet penetration crosses the 60% mark. Etisalat introduces mobile TV and officially launches its wholesale business unit as ‘The Smart Hub for the Middle East’. 2007 2006 2002 2000 1999 1998 •Etisalat’s mobile subscribers exceed 800,000. •The Middle East’s first broadband Internet service using the latest ADSL technologies is introduced. •Etisalat buys a stake in Tanzanian operator Zantel, its first step towards becoming a major international telecoms group. 1996 1995 1991 1989 1983 1982 1976 •Etisalat establishes the Etisalat University College to create a talent pool of engineers to drive its future growth. •The Middle East’s first GSM service is introduced in the UAE. Etisalat also launches Emirates Data Clearing House, now one of the world’s leading clearing houses providing a complete solution to GSM operators to provide roaming facilities to their customers in turn . 1994 •Emirates Telecommunications Corporation launches the Middle East’s first mobile network. •Etisalat becomes one of the founding investors in satellite telecommunications provider, Thuraya. 2004 Timeline - History of Etisalat 2003 •1 million new customers are added in the year, bringing the total number of subscribers for Etisalat’s UAE operations to 3 million. •Etisalat launches the Middle East’s first 3G network, and offers MMS services to its customers. 2005 Business Overview continued •Subscribers exceed 4.5 million, which equates to mobile penetration exceeding 100% for the first time. Internet adoption is also on the increase and 51% of households have access. •Etisalat acquires a stake and takes management control of PTCL, the incumbent operator in Pakistan. •Etisalat expands into West Africa by taking a stake in Atlantique Telecom whose operations in Benin, Burkina Faso, the Central African Republic, Gabon, Ivory Coast, Togo, and Niger catapult Etisalat’s participatory markets into double figures. •Etisalat wins the third mobile license in Egypt •Etisalat deploys new and plans to introduce services across its fibre the country’s first network including 3G network. 3DTV, making the UAE •It is also awarded a one of the first five •Etisalat successfully license to provide countries in the world takes a stake in Swan mobile services in to offer this service. Telecom, which is later Afghanistan. •Etisalat UAE starts renamed Etisalat DB. •In the UAE, Etisalat offering faster mobile •Etisalat completes the begins offering broadband speeds using rollout of a nationwide BlackBerry®services. HSPA+, and announces fibre optic backbone •Etisalat Services commercial trials of LTE. over which next Holding is formed generation services will to manage eight be provided in the UAE. business units that •Etisalat is named offer mission-critical ‘Largest Carrier in the telecoms related services to the industry. Middle East’ in the Financial Times Top This includes EDCH, 500 list. e-Marine, Ebtikar, Etisalat Academy, E-Facility Management, e-Real Estate, Etisalat Directory Services and Tamdeed. 10 Chairman’s Statement as near field communication (NFC), money transfer facilities, and machine-to-machine (M2M), which are made possible through cloud computing. The UAE is thus primed to become a data centre hub offering such services domestically and abroad. I am pleased to present the performance results of the Emirates Telecommunications Corporation ‘Etisalat’ for the past year. The following is a summary of results for the year ended 31 December, 2011: • Aggregate subscribers, including subsidiaries and associates, grew annually by 22% to exceed 165 million by December 2011; • Consolidated revenue increased 1% to reach AED 32.2 billion; • Operating profit before Federal Royalty decreased 29% to AED 10.4 billion including a one-off impairment on Indian operation; Operating profit before Federal Royalty amounts to AED 13.5 billion, representing a decrease of 8% from 2010; • Net profit after Federal Royalty decreased 23% to AED 5.8 billion, an EPS of 74 fils; Excluding the one-off impairment on Indian operation, net profit after Federal Royalty amounts to AED 6.9 billion and an EPS of 87 fils, representing a decrease of 10% from 2010; • Net cash position of AED 3.3 billion, composed of AED 10.0 billion in cash and AED 6.7 billion in borrowings; • Capital expenditure of AED 4.3 billion, representing 13% of the consolidated revenue; Reported earnings for the year were noticeably impacted by the Supreme Court of India’s recent decision to cancel 122 licenses – including that of our Indian subsidiary Etisalat DB. Although our investment in India took place long after these licenses were issued, we reflected a loss for impairment in our year-end results, in line with International Financial Reporting Standards (IFRS). In the meantime, Etisalat continues to assess the legal consequences of the Supreme Court’s decision and Etisalat’s strategic options in India. Notwithstanding this critical matter, Etisalat’s overall financial results show a steadily increasing revenue base from its diverse portfolio of operations. Excluding the impact of impairment, operating profits before federal royalty - although down from last year - remained robust at a margin of 42%. In addition, the Corporation maintained its historically strong cash position, allowing it to reaffirm its investment-grade credit ratings in 11 We participated in 2011 in a national dialogue to define the vision for the next-generation ICT industry in the UAE, and put forward a recommendation on the required enablers. This vision aims to position ICT as a key driver of socioeconomic development and regional competitiveness by effectively addressing prevailing market and industry trends and capturing stakeholders’ aspirations. The dialogue addressed a range of key policies and initiatives, including e-Government, e-Literacy, and national network security. We firmly believe in the impact of ICT in accelerating economic growth, stimulating economic and social innovation, enhancing efficiency across all facets of our society and economy, encouraging new fields of collaboration, and simply improving everyday’ s lives. In fact, the enactment of such a vision could double the contribution of ICT to the UAE economy over the next five years. From a broader viewpoint, we continue to believe in the latent demand and potential of the telecommunications industry. It is expected that the world’s population will reach 7.2 billion by 2015. There will be roughly the same number of connected devices in use, many of which will be non-voice, as well as more than 50 billion machines that can be connected. Experts predict that this will drive demand for mobile data up to 26 times its current levels. their annual review. In light of these results, and in line with the policy of several years, the Board has proposed dividends of 60 fils per share, a payout of 81% of earnings per share. Operating margins have witnessed strain due to a rebalancing of contributions from Etisalat’s geographic and service portfolios. Traditional growth in mobile voice operations in the domestic market has tapered due to market saturation and competitive pressures. The Corporation has countered this challenge by focusing on terminal resale to lock in customers over extended periods of time - positively impacting both immediate and future revenues. In spite of the impact of the developments in India on this year’s financial results, Etisalat’s growth value today remains primarily derived from emergent international operations, as well as domestic data services. Etisalat has been quick to take advantage of this trend by prudently investing in its overseas networks, and in the UAE’s broadband infrastructure, with a focus on enhancing network capacity for the increasing demand for data usage. Etisalat allocated AED 1.8 billion - more than 40% of its capital expenditure - to its UAE operations in 2011. As one of the UAE’s key institutions, Etisalat has an unwavering commitment to provide a state-of-the-art related telecommunications network to the citizens of the UAE. We strongly believe that the excellence of the communications network directly correlates to the economic growth and prosperity of the country. Etisalat now lays claim to the complementary combination of a high-speed fiber backbone and an LTE mobile network, providing reliable connectivity up to the last mile between base station and customer. The advanced network will allow us to reliably provide innovative services such If we take the example of Etisalat Misr, the levels of mobile data usage were negligible when Etisalat launched in Egypt in 2007. Today, only four years later, Etisalat Misr’s network carries more than 30 terabytes per day, which we estimate to be half the total market share. Four years from today - at this rate of growth - Etisalat will require a more advanced network with larger capacity to handle higher levels of usage. As a result, Etisalat will continue a similar level of investment over the next five years to handle increasing demand for mobile data, in the UAE, and across its international operations. The Corporation is also engaged in discussions with over-the-top (OTT) players to develop new business models where all players can participate evenly, and benefit from the network investments. The telecommunication industry is constantly evolving - transforming economies, businesses, communities, and the way in which people live, work, and play. Our ongoing mission is to bring the future of communications to the most dynamic regions in the world, no matter how challenging or demanding. As you are well aware, the Middle East has witnessed turbulent political upheavals during the past year. The turmoil has had both direct and indirect impact on risk in the regions where we operate. In this regard, Etisalat is fortunate to be anchored within the resilient and secure economy of the UAE, and to own a diverse international portfolio across 17 markets, that will cushion against any potential impact of such events. Nevertheless, we are hopeful that the current situation will be a precursor to a new era of greater stability and prosperity in the region. Last but not least, I would like to emphasise that Etisalat is a home for remarkable people. Our strategy to attract the best talent has paid off, and it will help realise our objective of becoming one of the world’s leading telecommunications companies. We owe our success to the talented teams who focus on delivering next-generation of services to transform the lives of the people on our world-class networks. I would like to extend my sincere thanks to all of Etisalat’s staff for their dedication and ingenuity. Sincerely, Mohammed Hassan Omran Chairman 12 Board of Directors and Executive Committee H.E. Mohammad Hassan Omran Chairman Chairman Executive Committee H.E. Khalaf Bin Ahmed Al Otaiba Vice Chairman H.E. Mubarak Rashed Al Mansouri H.E. Omar Saif Mohammad Al Huraiz Member H.E. Ahmad Bin Eisa Bin Nasser Alserkal Member Member Executive Committee H.E. Abdul Rahman Hassan Al Rostomani Member Member Executive Committee Member H.E. Hamad Mohammad Al Hurr Al Suweidi H.E. Abdulla Mohammad Saeed Ghobash Member Member H.E. Sheikh Ahmed Mohammad Sultan Bin Suroor Al Dhaheri H.E. Shoaib Mir Hashim Khoory Member Member Executive Committee Member Member Executive Committee H.E. Saeed Mohamed Al Sharid Member Mr. Hassan Osman Sid Ahmed Acting Corporation Secretary 13 14 Chief Executive Officer’s Statement This strategy translates into a cross-functional portfolio of tactical objectives that will involve the entire organisation, with an aim to increase revenues and optimise costs in existing business activities, while capturing growth potential that has not yet been leveraged through our Group. Success of the initiatives will also be measured through improvement in operational metrics pertaining to quality of services, customer experience and market positioning. It gives me great pleasure to review with you the 2011 financial and operational results of the Emirates Telecommunications Corporation, ‘Etisalat’. Our operations demonstrated growth in terms of both size and revenue, reaching more customers and attracting higher revenues across our international operations. The aggregate subscribers, including subsidiaries and associates, reached over 165 million. Group revenues increased by 1% to reach AED 32.2 billion, driven by growth in our international operations that now contribute more than 26% of consolidated revenue. Excluding the one-off impairment of our Indian investment following the cancellation of our subsidiary’s licenses, our operating profit margin before Federal Royalty came in at 42%, compared to 46% in 2010. Etisalat achieved a net profit before Federal Royalty, excluding impairment of Indian investment of AED 13.7 billion. Net profit after Federal Royalty, excluding impairment of Indian investment, amounted to AED 6.9 billion and EPS of 87 fils, compared to AED 7.6 billion and 97 fils in 2010. Meanwhile, capital expenditure decreased by 27% to reach AED 4.3 billion, representing 13% of the current year’s revenues. In the UAE, our operations witnessed further competitive pressure, especially in the mobile segment where revenues declined by 3% to AED 23.5 billion. While loss of market share in a two-player market was inevitable as an incumbent operator, we have retained a dominant share of revenues due in large part to the loyalty of Etisalat’s higher revenue-generating customers, based on the superior services and quality of the network. We were also notably able to achieve a healthy gain in our mobile subscriber base during the final quarter of the year, thanks to continuing efforts to revamp of our sales channels and the focus on value proposition in our latest mobile offerings. We have also witnessed strong growth in the data and internet segments. Their combined revenues have grown 20% to reach AED 8.0 billion, contributing 34% of total UAE revenues. To capitalise on this trend, the Corporation spent AED 1.8 billion during the year on infrastructure, mainly to enhance the fiber-optic network and develop the LTE core and access network. 15 The programme includes but is not limited to deployment of a Group talent management programme, consolidation of purchasing to lower total procurement spend, establishment of M-Commerce across operations, an aligned brand portfolio strategy, and capturing international wholesale synergies from consolidation. The programme will be supported through a holistic knowledge management strategy across the Group. This investment was highlighted by the launch of the first real 4G (LTE) experience to our customers in the UAE through Etisalat’s new LTE USB modem. Etisalat has deployed nearly 1,000 base stations and its current LTE footprint spans major cities covering 70% of the population. We plan to continue ensuring that our customers have access to the most advanced technology available in the world, through a segmented approach that considers particular needs of different demographic and business sectors. Etisalat has a huge potential for growth at a global level, and this remains one of our key objectives. Our operations abroad achieved AED 8.5 billion in revenues during 2011, registering a healthy growth of 17% and validating the anticipated potential of our international investment portfolio. International revenues for the year accounted for 26% of consolidated Group revenues, led by the solid performance of Etisalat Misr and Atlantique Telecom. On the operating profit level, before impairment, international operations delivered an increasing share to group results, although margins from these operations are expectedly lower than our home market due to the lower customer ARPU (average revenue per user) nature of these markets. In addition, these operations are still in the build up stage. In line with the programme, Etisalat signed a Strategic Partnership Agreement with Telefonica to collaborate on a range of key areas that harness their capabilities and expertise. Under the terms of the agreement, we will establish mechanisms to draw on each operator’s experience in various strategic areas, including collaboration on technological standardisation, new global technology initiatives, R&D, and new emerging products and services designed to capture digital growth opportunities such as M2M, financial services or cloud-based services. We will also cooperate on procurement, international capacity and wholesale services, as well as offer enhanced support for multinational customers by taking advantage of the benefits of the Telefonica Partners Program. Etisalat also initiated five global framework agreements to enable significant savings and technical alignments across the organisation, and finalised a global managed network services (GMNS) agreement with two major vendors to consolidate network maintenance and repairs in its global operations. These agreements, along with aggressive cost optimisation initiatives in several operations launched during the year, are anticipated to yield considerable savings over the next few years. The year 2011 also saw a transition into our new Group operating model, involving changes to organisation, governance, and processes. Management is well aware that the organisational structure has a direct impact on many aspects of daily business, and that change will be necessary to cope effectively with the dynamic nature of our markets. This organisational change will include the creation of several new Group functions, with the purpose of bringing together related departments under one umbrella to streamline processes. On a regional level, two new operating clusters - Asia and Africa – have been created to manage our international operations more effectively. These regional and functional consolidations within the Group aim to align business activities and improve cross-functional support, in order to achieve the available synergies of the advantageous scale of Etisalat’s operations. Lastly, as you are aware, our operational footprint has been impacted following the Supreme Court of India’s decision in February 2012 to cancel all 122 of the 2008 spectrum licenses granted to 8 operators, including the 15 licenses initially granted to Swan Telecom (Etisalat DB). The Supreme Court decision relates to events that occurred in 2007 and culminated in January 2008 with the issuing of the 122 licenses, well before Etisalat started looking at investing in one of the new licensees in year 2008. Etisalat eventually invested in Swan Telecom in December 2008. Etisalat DB is conscious of the impact of the judgement on EDB’s customers, employees and vendors; as is Etisalat in respect of its shareholders. We are currently fully engaged along with Etisalat’s senior management to safeguard the Corporation’s investments. I am honoured to lead the Group into the next stage, and I look forward to working with our teams and partners to build on the remarkable success and achievements throughout the countries in which we operate. Respectfully yours, Our associate operations, most notably Etihad Etisalat ‘Mobily’ in the Kingdom of Saudi Arabia, also delivered healthy results. In total, they contributed AED 1.2 billion to the Corporation’s net profit before Federal Royalty. Looking ahead, Etisalat has embarked on the execution phase of its new ENGAGE strategy, comprising six strategic pillars: • Enrich customer experience • Nurture advanced technologies • Govern decisively • Achieve broadband leadership • Grow with sustainable portfolio • Excel in execution Ahmad Abdulkarim Julfar Group Chief Executive Officer 16 Operational Highlights 2011 167 135 Subscribers 31.9 FY’10 Revenue (AED b) 5.9 4.3 Etisalat’s global subscriber base (subsidiaries and associates) grew by 23% for the year, reaching 167 million subscribers by year-end. Total UAE subscribers remained stable at 10.3 million, while international operations drove subscriber growth, most notably in Etisalat Misr in Egypt, which witnessed 40% growth. FY’10 FY’11 Global Subscribers (m) 32.2 CAPEX FY’10 CAPEX (AED b) CAPEX decreased by 27% to AED 4.3 billion. Capex in UAE in 2011 was at a slower phase compared to 2010 mainly due to the FTTH roll-out in 2010. CAPEX in international operations also impacted by political unrest in Egypt as well as uncertainties in India. Consolidated CAPEX represents 13.3% of consolidated revenues in 2011 compared to 18.5% in 2010. FY’11 Revenues Impairment Charge Recognised in India Consolidated revenues increased by 1% to AED 32.2 billion. In the UAE, revenue growth was driven by the Internet and Data segments which combined grew by 20% to AED 8.0 billion. Despite overall UAE revenues decline by 3%, this was offset by 17% growth in revenues from international operations. International operations contributed 26% of consolidated revenues, mainly led by Etisalat Misr in Egypt and Atlantique Telecom in West Africa. On February 2, 2012 the Supreme Court of India canceled 122 2G licenses issued in 2008. Eight operators are impacted by the ruling, and some reputable international operators are among the affected ones. Etisalat, which has partial ownership in Etisalat DB, is among these operators. In accordance with International Financial Reporting Standards (IFRS), Etisalat Management decided to recognize an impairment charge in 2011 consolidated financial statements amounting to an aggregate of AED 3,044 million before Federal Royalty against the full carrying value of goodwill; amounting to AED 1,227 million; and the net assets including licenses of its Indian operations. The net impact of this charge on our consolidated net profit after Federal Royalty amounts to AED 1,020 million. FY’11 Profit and Loss Summary EBITDA 16.6 15.9 EBITDA decreased by 4% to AED 15.9 billion in 2011 mainly due to increase in selling, marketing and transformation expenses. EBITDA margin decreased by 2.6 pts to 49.3%. Despite 5.5 pts decline in the EBITDA margin in UAE, this was partially offset by significant improvement in the EBITDA contribution of international operations. FY’10 EBITDA (AED b) FY’11 7.6 74 5.8 FY’10 31,929 16,561 52% 7,631 24% FY’11 32,242 15,882 49% 5,839 18% YoY +1% -12% -3pp -23% -6pp Balance Sheet Summary Net Profit and EPS 97 (AED m) Revenue EBITDA EBITDA Margin Net Profit Net Profit Margin Net Profit decreased by 24% to AED 5.8 billion mainly due to 4% decline in EBITDA as well as negative impact of impairment charge recognized in India. “Normalized” Net Profit, before the impairment charge, amounts to AED 6.9 billion representing a yearon-year decrease of 10%. (AED m) Cash & Cash Equivalents Total Assets Total Debt Net Cash Total Equity FY’10 10,277 75,607 6,400 3,877 42,565 FY’11 9,972 72,892 6,696 3,276 41,704 EPS decreased to 74 fils/share of which 60 fils/share will be distributed as dividend to our shareholders subject to the approval at the AGM. FY’10 Net Profit (AED b) EPS (fils) 17 FY’11 18 Operational Highlights 2011 continued Cash flow Summary (AED m) Operating Investing Financing FY’10 7,807 (4,853) (4,372) FY’11 7,481 (2,552) (5,387) Net change in cash (1,418) (459) Reconciliation of Non-IFRS Financial Measurements We believe that EBITDA is a measurement commonly used by companies, analysts and investors in the telecommunications industry, which enhances the understanding of our cash generation ability and liquidity position, and assists in the evaluation of our capacity to meet our financial obligations. We also use EBITDA as an internal measurement tool and, accordingly, we believe that the presentation of EBITDA provides useful and relevant information to analysts and investors. Our EBITDA definition includes revenue, staff costs, direct cost of sales, regulatory expenses, operating lease rentals, repairs and maintenance, general financial expenses, and other operating expenses. EBITDA is not a measure of financial performance under IFRS, and should not be construed as a substitute for net earnings (loss) as a measure of performance or cash flow from operations as a measure of liquidity. The following table provides a reconciliation of EBITDA, which is a non-IFRS financial measurement, to Operating Profit before Federal Royalty, which we believe is the most directly comparable financial measurement calculated and presented in accordance with IFRS. AED m EBITDA Depreciation & Amortization Exchange gain/(loss) Share of Associates and JVs results Impairment FY10 16,561 (2,985) (192) 1,243 - FY11 15,882 (3,388) (216) 1,208 (3,044) Operating Profit Before Federal Royalty 14,627 10,442 19 20 Management Review Group Commercial Initiatives Etisalat introduced the commercial rollout of a globally interoperable, open-loop, mobile commerce ecosystem across its operations in 2011, and will continue making this service suitable for emerging markets. The fully interoperable open-loop service offering is the first implementation of an affordable NFC service in the world, the first GSMA compliant NFC service in Africa, and the first fully interoperable NFC service in the Middle East. It can be integrated with all national payment gateways and global MNOs, and has 33 million acceptance locations around the world. Etisalat now enables customers to use their mobile phones as a payment instrument - anytime and anywhere - without geographical borders. The highly secure environment is available at all merchant locations that are globally supported by MasterCard, and through various local and regional payment networks. The service is offered across all interfaces including online, NFC, STK and secured IVR. Etisalat Group signed a mutual agreement with Mobily in 2011, under the terms of which Etisalat will provide Mobily with live TV channels with EPG and VoD pushed through fibre optic cables, from existing content platforms in the UAE across the border to Saudi Arabia. Leveraging on the commercial success of IPTV services in the UAE (launched under the brand name eLife), the same services can now be offered to Etisalat companies or to other telecom companies in the region, under a white label offering. This will help place Etisalat at the forefront as a leading and innovative group offering new, unique, and advanced services in the region. Etisalat UAE unveiled ePlus - a portal featuring rich content and social media - during the Gitex Technology Week held in Dubai. ePlus allows subscribers to make high quality video and voice calls, leveraging VoIP technology in addition to utilising social networking applications and e-commerce. It supports the most popular social and instant messaging platforms, synchronises mobile contacts with online friends, and consolidates all contacts into one single screen, called Radar View. ePlus also provides users with the latest music, games and apps. Within the same intuitive interface, customers can manage bill payments and check data usage. The ePlus application also provides consumers with full mobility through its PC and mobile synchronisation. The service uses the NFC platform and is m-commerce enabled. It currently works across the 3G, 4G and Wi-Fi networks and supports the Android 2.2 platform, and will also encompass other operating systems in future. The Etisalat Group implemented several new offers last year, based on Dynamic Discount System (DDS), which enables operators to offer special pricing based on individual site utilisation, thereby increasing network utilisation and enhancing overall profitability. DDS initiatives have been successfully launched at Moov in Togo, and are being tested among other operators in Etisalat’s footprint. In line with corporate strategy to create new value for customers, Etisalat Group launched a new youth proposition in 2011, enabling subscribers to benefit not merely from special pricing, but also, to get special deals from their preferred shops, restaurants, and brands. The first of this breed was the Epiq Nation offer launched by Zantel in Tanzania, with highly applauded results. Etisalat continues to address the plight of women in Sub-Saharan Africa, where approximately 500,000 pregnant women die every year, almost 4 million babies died during the first 28 days of life, and the risk of maternal death is 50 times higher than developed countries. As most women, especially those in low income countries, continue to deliver at home for a variety of reasons, it is vital to make home deliveries safer by reducing the three traditional delays: the decision to seek care, arrival at a health facility, and the provision of adequate care. Etisalat’s Mobile Baby programme is a complete suite of services that enables birth attendants and midwives to ensure safer pregnancies and deliveries by enabling them to identify, communicate, and act on obstetric emergencies - quickly and accurately. The educational and training programmes are currently being rolled out by local NGOs and government agencies. Feedback from attendants, trainers and medical practitioners is also used proactively, for ongoing application optimisation. 22 23 24 Management Review continued Middle East - Etisalat UAE Etisalat UAE has continued to introduce innovative services and initiatives across the country, to streamline processes, to maximise efficiency, and to benefit customers and employees alike. Innovative services The soft launch of the eLife TV service on Etisalat UAE’s new IPTV 2.0 platform was completed in May 2011, and during the course of the year, more than 30,000 new IPTV subscribers were successfully added, and over 50,000 existing IPTV 1.5 customers successfully migrated to the platform. New services and capabilities introduced on the platform include Live TV Choice packages of 350+ channels, Catch-Up TV on 20+ channels, Video on Demand (VoD) with 500+ movie titles, and customised experiences. eLife TV is scheduled for two major service enhancements by May 2012, which will enrich and further differentiate the service from all others in the market. By this period, users will see key eLife TV services, such as eLife OnDemand, Live TV, and CatchUp TV extended onto LG Smart and 3D/Smart TVs, as well as other connected TVs, and mobile, tablet and pad devices. Earlier in the year, Etisalat’s VoD service, eLife On-Demand, was successfully demonstrated on an LG Smart TV. The significance of this innovation is that customers who purchase an LG Smart TV or LG 3D Smart TV in the UAE, and have eLife 2P double play service accounts, can browse and rent any of the 500+ movies without a TV set top box. As a complementary service to eLife TV, Etisalat UAE launched eLife OnWeb, an Over the Top (OTT) service in July 2011, allowing users with different types of devices to access content that is both unique and 100% on-demand. By November 2011, the eLife OnWeb service was already available on four LG products, and by the end of 2012, it will be made available on three Android based tablets/pads, two Satellite Hybrid/IP HD receiver STBs, a Google Android TV STB, two Android based mobile phones, and on all iPhones. Two major initiatives were undertaken in 2011 in the field of NFC (Near Field Communications): the first, a pilot project with Emirates NBD and Visa for tap and pay payments, and the second, another pilot with MasterCard and Network Internal to enable payment on NFC phones. Based on successful results of these projects, Etisalat UAE is currently working with both Visa and MasterCard to launch commercial NFC services in the country. 25 Etisalat’s VoIP solution, ePlus, is an integrated Mobile Application Client designed specifically to directly counter OTT players and VoIP operators, while leveraging on the company’s strongest assets and simultaneously converging products and VAS services in unified interfaces. ePlus is also a unique interface to the full portfolio of Etisalat services offerings, and will ensure that customers receive an enhanced communication experience, thereby driving retention and loyalty. Further, ePlus’ 360 degree communications campaign is expected to influence non-Etisalat customers to migrate to Etisalat, and allow the company to capture new mobile broadband subscribers. The application was highlighted during a live demonstration at Gitex 2011. First class network Etisalat’s technical teams were busy throughout 2011, implementing a range of network upgrades and enhancements to improve the quality and customer experience of Etisalat’s services. • Credit card payment facilities were installed in more than 70% of Etisalat Payment Machines (EPMs), raising the tally from last year’s 20%. Residents can now deposit money in their mWallet accounts, at all EPMs in the country, and in Sharjah, residents can pay their water and electricity bills at EPMs located in the West Coast. • The transformation of the Etisalat network to an all-IP fibre based infrastructure was concluded in 1.3 million tenancies, including residential and business venues. Home Ready was achieved for 0.9 million tenancies, and customer activations of FTTH/GPON network for 0.5 million tenancies. • The first phase of IPTV 2.0 development is complete, with service testing and network verification conducted across all IPTV 2.0 PoPs. The project will provide a fully integrated SD & HD MPEG-4 converged IPTV platform for various requirements on a turnkey basis. • The FemtoCell network development is planned in phases to improve indoor mobile network coverage issues, and thereby enhancing revenues. • A work force management system has been implemented successfully for eLife, PSTN and Internet Broadband using GPRS based PDAs. This ensures that Etisalat staff and contracted technicians are able to procure field jobs quickly, and close service requests for service delivery and faults at the earliest. based management (LBM) and covers both wireless/mobile and fixed line businesses. Distinct advantages proven during the year include addressing business needs such as short-term network CAPEX/OPEX optimisation, regionalisation of the company’s business model, and revamping of management dashboards. • A new Billing Improvement Programme is expected to improve customer experiences with billing, and simultaneously reduce revenue loss resulting from inaccuracies and late bills. Various special offers were launched during the holy month of Ramadan to combat dropped usage and changed calling times. Based on learning gained from Etisalat Pakistan, the insightful offers saw extremely high levels of adoption, and not only helped drive usage upwards, but also fostered positive customer experiences. • The Techno Centre established in Abu Dhabi became fully functional in 2011, and produces regular reports on proactive testing, recurring test and functional tests, to support the marketing function. Enhanced customer service The launch of the SERVE programme is one of the first signs that mark Etisalat UAE’s transformation from a telecommunications company into a service-oriented company. The two-fold focus of the programme is: what customers want, and how to serve them better and faster. The SERVE Team conducted 12 road shows in the first 2 months of the programme, resulting in a 30% reduction of calls to the call centre, which is directly attributed to first contact resolution, or resolving the problem from the very first call. During 2011, SERVE made a positive impact in several areas that influence customer satisfaction, resulting in significant leaps and the highest scores in the year’s TRIM Index-CSAT scores. The main objective of the Complaints Management Program is to improve overall process efficiency, and enhance the mindset and behaviour of all departments towards handling customer complaints. 2011 saw successful structuring and testing of a root cause resolution process that minimises reoccurrences of identified issues. Other achievements were a pilot for a centralised complaint management process, and the definition and development of a frontline empowerment process. A new unit was set up under Channel Marketing to help various teams make management decisions based on intrinsic understanding of value distribution across the customer base, and across operational geographies. Geo Marketing is based on location Community involvement Etisalat UAE supported, and contributed to more than 35 different initiatives in 2011, through sponsorships and donations for sports, educational, health, community and charitable events held across the country - in an ongoing mission to help enhance all aspects of society. The events, projects and recipients were vastly varied in size, scope, structure and purpose, and included among others, the Dubai World Cup, the Khalifa Fund, the UAE Special Olympics Team, a countrywide Anti-Smoking Campaign, the 2011 National Census, and Dubai’s Holy Quran Award. In December 2011 - to mark the commemoration of the UAE’s 40th National Day - Etisalat established its own CSR foundation, Ayaadi, with the prime objective of supporting local communities. The focal point for a national-level social project of significant objectives and expectations, Ayaadi aims to participate in sustainable growth for the UAE by providing technology solutions in education and human resources. Further, the foundation aims to support health, environment and community development, by offering technical support and cooperating with ministries and others to launch joint programmes with social dimensions. And finally, Ayaadi will work closely with the Ministry of Education and non-profit organisations to plan and execute various development projects focussing on youth. 26 Management Review continued Middle East - Mobily (Saudi Arabia) Middle East - Etisalat Misr (Egypt) Mobily reinforced its leadership position in the Kingdom, with the launch of 4G (TDD-LTE) technology. Working in association with subsidiary and data arm Bayanat Al Oula, Mobily LTE is expected to cover more than 32 cities and governorates, representing 85% of populated areas. Etisalat Misr has continued to be a pioneer and a leader in the Egyptian market, since its launch in May 2007. As the first 3G operator in the country, Etisalat Misr deploys the latest technologies to keep ahead of competition, and to respond to constantly changing customer needs. Bayanat Al Oula has also signed an agreement for the construction of an advanced fibre optic network (FTTX) at a cost of SAR 400 million. The agreement - which was signed with four international companies - intends to roll out fibre networks of 4,000 kilometres reaching 70,000 homes in Riyadh, Jeddah, Dammam and Al Khobar in its first phase. As a direct result of ceaselessly introducing secure, reliable and robust products to the Saudi market, Mobily was selected by The General Organisation for Social Insurance (GOSI) to help develop the Wahat Ghurnatah business park. Among the services Mobily will deliver are IPTV, Ethernet VPN (L2), IP VPN (L3), and Direct Internet Access. A new bio-sourced, eco-friendly SIM card was made available to subscribers in 2011. The card is fully compliant with telecommunications standards and is certified 100% recyclable - two features that make it a first in the Gulf region. The company is currently engaged in working on integrating mobile and fixed networks to provide efficient traffic capacities and to meet the requirements of future applications - allowing users to watch TV content on mobile phones, laptops, tablets or in their cars without any interruptions. Recognising that data consumption will increase dramatically in the immediate future and customers are increasingly demanding high speed data access, Etisalat Misr became the second mobile operator in the world to deploy IP/MPLS core, and implement the latest packet core technologies including direct tunnelling features. Concurrently, Etisalat Misr became the first mobile operator across Africa and the Middle East to conduct an end-to-end field test for HSPA+ 42 Mbps technology. Aimed at providing customers with high speed 3G data connection, the technology was commercially launched in many areas of the country at the end of 2011. A third launch was the DC-HSPA+ 42Mbps Wi-Fi Router in partnership with NetComm Ltd, which allows millions of home users across Saudi Arabia access fast broadband speeds, and connectivity on multiple devices. Mobily’s HSPA+ network will also create a transform the lives of Internet users in remote areas by providing high-speed access to large volumes of data and communication, without cable connections. Mobily opened the largest all-female call centre in Saudi Arabia in a bid to expand customer service facilities, minimise waiting times and improve customer experience. The Jeddah centre is equipped with the latest technologies, and manned by 347 Saudi female staff. The new ‘7ala National’ prepaid package targeted new and existing Mobily customers with competitive rates for local calls. Mobily ran an intense sales and promotional campaign during the Hajj season, with dedicated outlets at the Kingdom’s air, land and sea passages and miqat locations, and overseas, in prominent Arab and Islamic countries. Continuing the social role it plays in supporting various local charities, Mobily auctioned 15 platinum mobile numbers and raised SAR 6.7 million to benefit 10 healthcare charities in Q1, 2011. In an effort to boost innovation and stimulate creativity, the company launched an App Developers Award, inviting ideas and designs from young Saudi developers, in 11 different categories. Responding to the directives of the National Telecom Regulatory Authority of Egypt, Etisalat Misr began implementing a new mobile numbering plan in October 2011. The transformation from 7 digits to 8 digits was greatly facilitated by an easy-touse mobile application made available to most Misr subscribers. The migration is expected to be completed by Q1, 2012. In an innovate move, Etisalat Misr signed a unique agreement with Facebook and became the first mobile operator in Egypt to provide customers with mobile internet bundled with Facebook applications. The Save More service provides unlimited data usage to heavy social media users, at extremely affordable monthly fees. A new service was launched in 2011 to protect customer privacy through call filtering. Using the service, Etisalat Misr customers can now control and manage their incoming calls, by making themselves unavailable to undesired calls while remaining reachable to those they wish to connect with. Etisalat Misr continues to deploy advanced, powerful, and flexible technology platforms to manage various customer loyalty programs. For instance, MORE offers high-value customers several exclusive privileges and unique benefits including a competitive point scheme with a wide variety of gifts, a dedicated customer care number, red carpet treatment at Etisalat stores, and exclusive affinity and discount deals at a variety of lifestyle brands. The loyalty system also manages a comprehensive and end-to-end customer lifecycle, based on enrolment, segment, channel and customisation. An inbuilt mechanism calculates multiple points to provide customised treatments to customers. In addition, a comprehensive gift catalogue enables customers to choose from a wide range of gifts using various channels such as IVR, retail outlets and online channels. A key strategic objective of the HR department of Etisalat Misr is to recognise and reward innovative ideas. A special team has been dedicated to assess and evaluate original and beneficial ideas that are aligned with strategic objectives, and to incorporate them into the company’s business activities. Winning ideas are rewarded with cash prizes, or with membership to the company’s Innovation Club - with privileges including special outings, free books, and discount vouchers. Grand ideas that achieve specific business objectives are rewarded handsomely, with a cup of recognition and a substantial monetary award. Innovators also become members of the implementation team that translate ideas into useful products or services. Good corporate citizenship has continued to be a strategic objective for Etisalat Misr since its entry into the Egyptian market, and this is exemplified through various initiatives across the country. Origin, the largest cause-based and water-related CSR initiative in Egypt, aims to provide clean water to more than 100,000 Egyptian homes in a very short period. Further, Origin aims to tackle local farmers’ irrigation problems with an educational and practical conservation campaign run under the slogan, ‘Save Water, Save Life’. Since its launch in 2009, the award-winning programme has succeeded in providing 3,000 water connections to 30,000 people, 13 water purifications stations to serve 80,000 people, 7 kidney dialysis purification units to increase the efficiency of 77 kidney dialysis machines, 20 kidney dialysis machines to help 3,800 patients every month, and 6,500 metres of irrigation channels to serve 15,000 people. The campaign also urges Egyptian society as a whole to take serious and practical steps to overcome water scarcity in the country. Etihad Etisalat (Mobily), KSA 27 28 Management Review continued Middle East - Etisalat Misr (Egypt) continued In Q3 2011, Etisalat Misr launched its largest initiative, Give Back, enabling all employees to contribute personally to the wellbeing of society, by supporting charities of their choice through the Etisalat Intranet portal. The programme enables employees to render a wide range of social services such as providing financial support to poor families, helping with the treatment of desperate medical cases, funding micro projects, paying off debts, giving interest-free loans, and providing pure water connections through Etisalat’s Origin Initiative. In addition to monetary donations of EGP 202,544 raised during the year for various charitable causes, employees also assisted with a food programme held during Ramadan. The launch of Etisalat Masmou3 was marked with great fanfare, and the special service for speech and sight challenged consumers highlights the company’s vision to serve every segment of the local community. The service’s special software helps impaired customers use their mobile phones - quickly, easily, and independently. Etisalat Misr continues to be the official sponsor of Al Ahly Club - the most popular sports club in Egypt with a fan base of 40 million - in the largest sports sponsorship deal in Egyptian history. Harnessing the huge popularity of the club, the company hopes to convert fans into customers during the three years of the contractual period. Middle East - Thuraya The year 2011 brought a number of successes for Thuraya, including increased market roll-out of the high-speed data solution Thuraya IP, steady growth of handheld terminal sales, and higher penetration of vertical markets. Despite mounting competition, the company also maintained its impressive 65% market share in mobile satellite voice penetration within coverage area, underlining growing popularity in the MSS (maximum segment size) market. A continued focus on vertical markets saw key hires of personnel with in-depth industry experience, and the launch of new programmes for partner management, pricing packages and enhanced customer care, emphasising a determination to provide world-class consumer experiences that combine quality, reliability and affordability. Thuraya IP - the world’s smallest and fastest satellite broadband solution - reported an increase of 60% in subscriber growth across diverse industries, including broadcast media, government, NGOs and large energy enterprises. The introduction of flexible pricing plans, Shareplan - a pricing plan specifically designed for major consumers with multiple Thuraya devices - and a successful marketing campaign promoting its unique features, were key drivers in the successful uptake of Thuraya IP. Thuraya XT - the only satellite handheld device to offer full walk and talk capabilities - gained popularity for its ease-of-use and wide range of intuitive features such as the fastest data service, GPS waypoint navigation and a glare-resistant display. To further accelerate business growth, Thuraya focused its efforts on reinvigorating commercial operations across the Asia Pacific market. A specialised team was deployed to manage operations from the Singapore hub, and this resulted in both, greater market awareness and increased subscriber growth. The company continues to invest in a strong CSR strategy, supporting groups and individuals in various community social, charitable and sporting activities. Harnessing its strong relationship with the International Telecommunications Union (ITU), the company provided financial assistance to victims of the Japanese earthquake and tsunami, earlier in the year. The company also provided handheld phones to the Ugandan government, with a view to assist the authorities in setting up a disaster warning system. Most prominently, Thuraya partnered with Al Aan TV to raise awareness of the long-drawn famine in Somalia by donating a Thuraya IP solution, which enabled live streaming of TV stories from areas of drought. Thuraya also made a contribution to relief activities in the wake of the floods that devastated many parts of Thailand, towards the end of the year. With a new version planned for release in early 2012, the Thuraya XT Dual - which will allow consumers to easily select between satellite and GSM mode depending on their location - Thuraya is set to build on its success as the world’s market leader in satellite handhelds. 29 30 31 32 Management Review continued Africa - Atlantique Telecom (West Africa) Product innovation was a key theme for Atlantique Telecom throughout 2011, and across all six African markets. The launch of the CRBT service attracted large new segments of young customers with vast choices in personalised music for mobile caller tones. BlackBerry solutions were successfully introduced across all operations, with solutions for both postpaid and pre-paid customers, and rapid market penetration was achieved with the offer of monthly, weekly, and daily tariff plans. Additionally, a centralised group media campaign was rolled-out in November. Atlantique Telecom became the first operator in the region to introduce tablets to consumers, with a diverse portfolio including Huawei S7, iPad, Samsung Galaxy and BlackBerry PlayBook. Following the successful launch of the Moov passport in 2010 - which allowed customers to roam at special rates across the footprint of West and Central Africa - new offers were designed to address specific needs. Etisalat UAE and Mobily Saudi Arabia were integrated into the scheme under Moov Hadj Roaming, allowing customers to enjoy low flat rates while travelling to Mecca. The company continues to partner with key internet and social networking players, to surf the wave of new consumer trends and capture the loyalty of the digital generation. Moov has signed an agreement with Google to allow Gmail users to send and receive free SMS messages - a move that will make it the first telecom group in the region to provide this innovative service. The Customer Satisfaction Index established across all operations continuously tracks both performance and perception, thereby facilitating improvements in processes on a regular basis. The Index aims to cultivate a customer relationship based on ‘everyday confidence’, with a view to foster brand loyalty, develop values, and optimise services. In addition, a customer satisfaction survey conducted in almost all markets during the year provides various tools to improve performance and profitability and enhance customer satisfaction. Continuous improvements and best practices are put in place at Atlantique Telecom Group level and then cascaded through to all countries to help improve customer service delivery. Ivory Coast, Benin and Togo are already engaged in this process. Atlantique Telecom strengthened its CSR initiatives in 2011, building on the achievements of previous years. In Benin, the company donated equipment for a medical centre, contributed to the Disaster Flood Relief, sponsored the Christmas tree of SOS Children’s Village, and conducted a blood donation drive in Abomey Calavi. In Cote d’Ivoire, the company donated food and non-food items in Bouake and Daloa, and ran free vaccination campaigns against meningitis in Bouake, Daloa, San Pedro, Korhogo, Bouafle and Toumodi. In Gabon, Moov partnered with the Directorate General of Road Safety to establish Village School Bambino. In the Central African Republic (CAR), food donations were made on International Women’ Day and during the holy month of Ramadan. And in Togo, several initiatives are underway to educate children from rural areas. Africa - Etisalat Nigeria Etisalat Nigeria has been creating ripples in the country’s fiercely competitive market since inception - with innovative products and services, strong branding, and popular community and charitable initiatives. In September, the company launched its high speed broadband internet service, Easyblaze, to customers in Lagos, Abuja, Port Harcourt, Ibadan, Kano, Kaduna, Zaria, Warri, Enugu, Aba, Awka, Nnewi, Onitsha and Benin. The high speed packet access (HSPA+ 3.75G technology) offers speeds of up to 42Mbps and allows subscribers to achieve quicker internet access, faster file downloads, video calling and streaming, and related activities. Within a month of its launch, Easyblaze was ranked the fastest internet connection in Nigeria. Following on the heels of Easyblaze, the launch of Gaga further reinforced Etisalat Nigeria’s position as the industry leader in innovation. The Gaga Android smartphone, an Etisalat customised 3G-enabled device, operates on Android 2.2 and boasts stunning features for download, acceleration, photography, viewing and functionality. A comprehensive marketing communications programmed helped achieve all targeted objectives, and sustenance plans are underway to leverage the product further. Etisalat Nigeria’s new DotMe - an SMS based bulletin board service which allows customers to share information and stay connected while on the go - was first for the country. The introduction of this service has increased ‘talkability’ among targeted audiences, and the company has emerged as the undisputed network of choice for young customers. The popular Easycliq Easy was reloaded with two new features in 2011 - Cliq for the Week and Cliq for the Day - offering subscribers incomparable benefits and superior experiences. The new additions succeeded in showcasing strong brand commitment to existing subscribers who constantly desire new approaches to self-expression, and to young subscribers with a high propensity to consume data. Extensive media coverage and subsequent results of the reloaded services have led to growth in the lucrative youth segment. Elite World, the high-value proposition was further enhanced during the year, with both post-paid and pre-paid versions to suit specific target markets. The company continues to reward and encourage its valued distribution partners with a scheme that celebrates high sales across all product lines, and the second edition of the performance awards held in 2011 underscored their critical, importance in achieving strategic goals, and overall success. 33 Etisalat Nigeria was prompt and proactive in responding to the call made by Nigerian Communications Company (NCC) - the regulatory body for telecommunication operators – in introducing a universal practice of SIM registration in the country, concentrated efforts were made to adhere to the September 2011 deadline, and various measure were taken to ensure full compliance from all existing customers. Acting to overcome the threat of disconnection, unique promotional activity designed to encourage subscribers included 30% bonus credit for all recharges. This promotion was supported by a PR campaign explaining the mechanics and benefits of registration promo, and a concurrent educational campaign for subscribers, dealers, staff and other stakeholders. The company continued its mission to provide eco-friendly and sustainable products and services, and in 2011, partnered with Oberthur to introduce innovative climate-protecting SIM packs. The new ecoSIMs card reduces the amount of plastic involved in production by half. Its environmental footprint is also half that of the classic SIM card, thereby reducing greenhouse emissions from 16 grams of carbon dioxide to 8 grams, per card. This new product is delivered to customers in recycled paper products using vegetable-based inks, and has thus reduced environmental impact across all stages - from production to client delivery. The 0809ja concept - the communication launch pad for Etisalat Nigeria’s market entry three years ago - was leveraged during the year to celebrate the uniqueness of Nigerian consumers, and their quest to be the best. As a result of sustained efforts, the 0809ja concept has not only increased brand awareness, but also translated into a popular culture. The company launched a Benin Experience Centre in 2011, to reinforce the Etisalat values of customer-centricity, to increase retail footprint, and to bring products and services closer to both potential and existing subscribers. The initial objective of increasing retail footprint was achieved very quickly, and the Benin Experience Centre is positioned as an exemplary showcase of customer-friendliness in the country. The Etisalat CSR Centre – a learning centre developed in partnership with Lagos Business School of the Pan African University – continues to disseminate CSR knowledge, through research, seminars and conferences. The Centre held three workshops in 2011, in addition to training the school’s MBA students, on sound CSR practices. 34 Management Review continued Africa - Etisalat Nigeria continued The company’s inaugural CSR report was published in June 2011, outlining strategies, activities, challenges, programmes and successes. This was lauded by stakeholders, and was helped reinforce Etisalat Nigeria’s identity as a caring and responsible company. A large number of new initiatives were launched during the year, as were revisions and enhancements to existing programmes: • Etisalat Nigeria partnered with the Lagos state government to bring about sustainable change and development in public primary and secondary schools though the Adopt-A-School campaign. Under its private sector sponsorship initiative, the company has adopted Akande Dahunsi Memorial High School, Osborne Road Ikoyi, Edward Blyden Primary School, Okesuna Lagos Island and Rabiatu Thompson Primary School Surulere. This ‘life-long adoption’ of the schools involves achieving sustainability through continuous support for infrastructure development, teacher training, leadership and management, and financial support for students. • Reinforcing the brand’s strong youth focus, Etisalat Nigeria has partnered with NYSC - an umbrella organisation for young graduates in Nigeria - to use their Career Days and Camp Fire Nights to guide and encourage youth. • Meanwhile, the Etisalat Career Day aims to provide opportunities for Nigeria’s future entrepreneurs, by offering exclusive mentorship platforms, and positioning youth to embrace the entrepreneurial challenges of the future. The year’s efforts were acknowledged by glowing testimonials from NYSC’s Zonal Inspector and Corporation Members. • The company’s Career Counselling Programme is a unique platform for Etisalat staff to make a motivational impact on students in host communities, by delivering talks and offering expert support. Run in association with the Lagos Empowerment and Resource Centre (LEARN), the Employee Volunteering Scheme taps into the unique skill-sets of staff members to facilitate the development of Nigerian youth. More than 1,500 secondary school students were addressed during the course of the year, and other initiatives are underway to encourage staff involvement in the community. • The Etisalat Merit Awards Scheme offers Nigerian university students the opportunity to secure grants towards the completion of their studies in electrical and electronics engineering, computer science and management courses. Based on academic performance and indigenousness, the best performing students are often offered opportunities to join the company upon graduation. By the close of 2011, more than 600 students had benefitted from this scheme. • The Etisalat Teacher Training Programme is designed to train teachers in primary and secondary schools across the six geo-political zones of Nigeria, and provide them with a firmer grasp of their core subject areas, while equipping them with tested methods of imparting this knowledge. This enabling programme was launched in 2011, with the English language, and teachers are currently being re-trained by the British Council, and encouraged to become ‘Cambridge-accredited’ by attending exams at the end of the course. • The company formally entered into a partnership with FC Barcelona earlier in the year. Among other initiatives, a promotion running between November 2011 and March 2010 will reward customers with the opportunity to watch an FCB match in Spain. • The Fight Malaria Initiative was implemented through two vehicles during the year: a radio drama series titled The Will to Win, and the distribution of insecticide-treated nets to secondary schools in North Nigeria. Other efforts include engaging local communities and state government ministries of health and education in battling malaria, and at the close of 2011, Etisalat Nigeria had helped prevent the incidence for over 10,000 Nigerians. Africa - Canar (Sudan) Canar’s two-fold strategy of retention and penetration was deployed throughout the year. The July launch of WiMAX services was targeted at corporate clients, both in terms of internet- eased lines, and point-to-point connectivity. Canar also created 1-500 customer service short numbers for enquires, and technical complaints from corporate clients. A regional sales campaign was introduced to corporate customers in Port Sudan for WiMAX services, while door-to-door campaigns were conducted for broadband and fixed lines in Khartoum households, and for ADSL services for SMEs. A new Wi-Fi service was launched to target people on the move, especially in parks, recreational areas, and universities. Two of the year’s most successful promotions were 1X Retention and Voice Retention. New POS channels for e-vouchers and mobile banking were introduced at Al Salam Bank, and two new distributors appointed for scratch sales in the Khartoum area. Canar subsequently increased penetration of the SME and Large Enterprise segments, with the introduction of a new channel partner on a co-marketing model. The restructuring of the in-door Business Centre (BC) sales teams also contributed to increased sales. And finally, a telesales team was deployed at the call centre, specifically to address the SME segment. The company expanded its CSR portfolio with several community initiatives and sponsorships - awards for the top ten students of Sudanese High School Certificate and prizes for the first Festival of Excellence; sponsorship of Sudan’s Internet Society Week and Website Competition, the Al Anees Centre for Speech and Language Services, and Kassala State Tourism Festival. Employee engagement was strengthened with the Fikra Scheme, an initiative that encourages ideas and decision making. All launches and promotions were based on an extensive market segmentation research undertaken by Canar’s Business Intelligence (BI) and Research units. Targeting residents of Greater Khartoum, the project involved personal interviews for 3,000 individuals, and the process helped identify size, expenditure and effective channels for relevant segments. • On an entertaining note, Etisalat became the principal sponsor of Nigerian Idol, the domestic version of the most successful reality show in the world. Sudan 35 36 Management Review continued Africa - Zantel (Tanzania) Zantel has continued to focus on customer retention and loyalty building programmes across Tanzania, and the July 2011 launch of Epiq Nation underlines a strong commitment to the country. Designed as a revolutionary product for youth, the bundle offers voice, data, SMS, VAS and various lifestyle offers in a single combined package. The core value proposition of various free services made available for a daily fee of Tsh 500 was widely perceived as an ‘original’ initiative. Outside the bundle, both on-net and off-net calls are offered at reduced rates, and Epiq Nation customers also enjoy discounts from lifestyle brands. A detailed customer satisfaction survey was conducted with 850 customers in Zanzibar and Pemba, to gather feedback on their Zantel experiences with network, data and voucher distribution. Results show that customers feel recognised, and are satisfied with the products and services they use. Leading customers were rewarded with high-end handsets and free modems. Internally, high performing employees were rewarded with promotions, certificates and salary increments. the programme will deploy mobile technology to support frontline health practitioners in providing counselling, preventive care, and treatment to women and children. Etisalat’s role is to provide connectivity, handsets, and technology to the programme. The software-enabled handsets will allow health workers to structure interactions with children, maintain patient records, and offer extended care. Midwives can use it to identify obstetric emergencies quickly and accurately, and caregivers can use it to arrange transportation to the nearest health facility. The first Zantel Day held on 15 November brought together all members of staff including those of EXCO, and showcased the rich diversity and strong team spirit of the organisation. Zantel’s core values of excellence, openness, reliability and commitment were reinforced through various games and group activities. The Etisalat Group partnered with Qualcomm and D-tree International to launch M-Health, a CSR initiative designed to help fight malnutrition in children, and secure safe deliveries for women across Tanzania. Working closely with the government, Zantel - Tanzania 37 38 39 40 Management Review continued Asia - Etisalat Lanka Asia - Etisalat Afghanistan Etisalat Afghanistan continues to reiterate its long-term commitment to the country, both as an investor and an enabler. This was exemplified in 2011 with technological upgrades and product roll-outs designed to meet the changing and growing needs of the market. Talk for Free - an on-net bundle promotion with affordable long calls - brought in incremental revenue within a month of its launch in June. Overall on-net revenues showed impressive month-to-month growth due to a subsequent increase in Etisalat Afghanistan’s market share, leading to sizeable incremental revenues by year end. Furthermore, Talk for Free has successfully captured the market limelight from competition. A revamp of the Josh brand in August successfully engaged young Afghan subscribers, by enabling them to call, text, and browse more frequently – at attractive rates. As a result, Etisalat Afghanistan managed to triple the number of activations on Josh, in mere months. As in the past, Etisalat Afghanistan engaged in active promotions during the Hajj season, reinforcing the existing brand perception of ‘an international company and trusted brand with Islamic roots.’ The company realised an incremental IDD revenue growth of over 300%, and roaming revenue growth of more than 100% during the period of the promotions. The Etisalat Afghanistan Rewards Program is designed to provide benefits to loyal subscribers, though accumulation of points based on usage, tenure, and subscription to multiple services, and has enrolled more than 70,000 customers since its launch in July. In a parallel program, ‘Win Back Offer’, more than 100,000 dormant and churn customers were rewarded for their recharges, with discounted on-net and off-net rates - resulting in a significant increase of both recharge and usage revenues. On the CSR front, 2011 saw the Afghan Cricket Team participating in the T-20 World Cup for the first time, under Etisalat Afghanistan’s three year sponsorship of the Afghan Cricket Board (ACB). Etisalat Lanka has continued to keep its promise of being the first to offer exciting new products and services in the Sri Lankan marketplace, with an array of launches in 2011. • In a country dominated by multiple-SIM usage, Easy Loan has been very successful in persuading customers to continue using the Etisalat SIM card even when their balance has run out. The product provides a loan worth Rs. 20 in advance credit for a nominal fee of Rs. 3. • Pay for Me allows customers with no balance to request the cost of the call to be passed on to the receiving party. • The Call Me service sends a message to customers whose phones are turned off and advises them off all calls missed during the period. This service, a first for the country, is a great convenience for customers, and has helped drive revenues upwards. • Refresh Cards combine airtime and data, and act as an attractive bundle offer to encourage data-savvy customers to the Etisalat network. • The 1-to-1 Chat product offers unlimited chats between two numbers for a daily fee. This popular service was suggested and developed by an Etisalat employee. • Etisalat Lanka remains the only operator on the country to provide commercial High Speed Packet Access (HSPA+) services, with better data speed than all local competitors. Pre-paid services are the cornerstone of various services provided by Etisalat Lanka, and the company expects to boost its market share in the segment by capitalising on established strengths. Although post-paid services was a key weakness before acquisition, the balance has now tilted in favour of the company, and the 100,000 active subscriber milestone was achieved midway through 2011. High ARPU (average revenue per user) post-paid customers remain a key growth segment, and the launch of HSPA + mobile broadband services is expected to boost their numbers. The introduction of the Huawei range of tablets and android devices has also helped create an upward trend for ARPU in both preand post- paid segments. Etisalat Lanka is part of the Etisalat Group’s roaming agreement setup initiatives with other global telecom companies as well as the initiative for a common roaming rate within the Group. The Saudi Mobily - Etisalat Lanka special package was a new roaming initiative introduced in 2011, to foster customer adoption and loyalty. It is expected to encourage the large number of Sri Lankans employed in Saudi Arabia to migrate to Mobily or use it more frequently, even as their families in Sri Lanka will continue to use Etisalat. The company ranks social media very high in customer engagement activities, and its Facebook page - which crossed 50,000 fans in August - provides customers with valuable forums like queries, answers, suggestions and recommendations. The Etisalat Lanka Appzone allows entrepreneurs, students and interested parties to develop applications on Etisalat’s platform, and offer them to subscribers. Based on a revenue sharing model, this project was conceived and developed by the Value Added Services team. Appzone was applauded at a global level when it was adjudged the winner in the M-Infrastructure category at the South Asian mBillionth Awards in 2011. On the customer care front, initiatives launched during the year included the creation of an Elite Team in a bid to respond directly and promptly to high net worth individuals. Separately, a monthly research programme, Brand Track, aims to understand consumer behaviour, trends, and satisfaction levels. And finally, a Customer Value Management project to enable behavioural segmentation of customers is also underway. The largest CSR initiative undertaken by the company in 2011 was the Sonduru-Diriya project, to recycle marketing waste. Etisalat Lanka has set up self-employment projects in rural villages, empowering local women to use recycled materials to produce environment-friendly grocery bags. Although the company was the fourth operator in the country to launch 3G services, it has been extremely successful in acquiring new customers with fast, safe and meaningful differentiation. 41 42 Management Review continued Asia - Pakistan Telecommunications Company Limited (PTCL) Pakistan Telecommunications Company Limited (PTCL) achieved the unique distinction of becoming the first operator in the world to launch speeds of up to 50 Mbps using the VDSL2 bonding technology. The company’s investment in UltraNet - including broadband network expansion and instant availability - was instrumental in making Pakistan one the fastest growing countries for broadband growth: Pakistan was ranked fourth in the world in a 2011 report published by Point Topic Limited. The year saw many significant launches including 3G EVO WiFi Cloud - a wireless broadband device that connects multiple WiFi devices simultaneously, 3G EVO Tab - a 7 inch touch screen tablet, with built-in wireless capability, and video phone on landline - for corporate and residential customers who wish to have real-time video conversations. The vast infrastructure of EVO wireless broadband with over 1,000 sites across the country, ensures wide EVDO Rev–B enabled coverage, making PTCL the first operator in the world to offer this technology on commercial basis. PTCL EVO was subsequently ranked the most innovative service in the country, and won the Consumer’s Choice Award 2010 from the Consumers’ Association of Pakistan, in the category of Best Wireless Broadband. PTCL was also among one of only six operators in the world nominated for the Telecom Management Forum (TMF) Operational Excellence Award 2010, in the category of Network Operation Centre (NOC) Platform During the year, the company commissioned a 14,000 kilometre I-ME-WE submarine cable system - which extends from Asia to Europe and terminates in France - to provide additional capacity to already operational SEA-ME-WE3 and SEA-ME-WE 4. A Next Generation Switching Network (NGN) using MultiService Access Gateways (MSAGs) is under completion, and the metro network is being upgraded with Carrier Ethernet Technology, with IP based capacity metro nodes added to the broadband core infrastructure. PTCL - Pakistan 43 An innovative customer retention programme, Win Back, helped synchronise the functioning of various departments to create an improved customer experience, while a Customer Satisfaction Survey helped understand public perception about the brand and its services. Results of the survey were used to develop the Customer First initiative, focusing on staff training in customer relationship management. The company’s CSR activities covered a gamut of areas and arenas in 2011, chief of which was assistance to victims in floodaffected areas in the form of medical aid and food staples. PTCL donated Rs. 5 million to the Punjab Government’s Fund for Flood Victims, towards rehabilitation of people displaced due to the catastrophic floods that inundated millions of acres of agriculture land. Additional donations of Rs 3.9 million were made by PTCL’s regional offices to various local agencies in providing direct assistance to the residents of affected areas. PTCL also made a donation of Rs 10 million to Danish School, a project of the Government of Punjab, to provide free education to children in under-developed areas. The implementation of projects under the scope of the Universal Services Fund (USF) made good progress during the year. Three projects for the provision of basic telephony services in the rural areas of Dadu, Pishin and Larkana have been completed, while six broadband projects for underserved areas are in progress. Almost 2,000 kilometres of optical fibre cable have been laid in Balochistan province. PTCL was awarded the 8th Environment Excellence Award by the National Forum of Environment and Health, and the company also received the President’s Award for Excellence in PR and Corporate Communications. Ufone - working in collaboration with parent company Pakistan Telecommunications Company Limited (PTCL) - launched the first Dual Mode GSM and CDMA converged technology handset in Pakistan. This handset utilises Ufone’s GSM network and PTCL’s EVDO data network to offer affordability and mobility to Ufone customers in a single bundle; the device is competitively priced and offered with free Mobile TV trials. Besides addressing the needs of a niche market, it is expected to indicate the future potential of 3G technology in the country. Ufone launched a highly successful lifestyle-based customer proposition for the female segment in 2011. Based on customer insights, the unique value proposition was designed to offer core telecom products backed by a strong line-up of lifestyle partnerships with leading local apparel, shoe and beauty outlets. Further, services and content geared towards women were packaged together to increase both relevance and utility value for female customers. The launch of this tightly positioned offer provided a breakthrough into the segment, with well over half a million subscribers. This has helped Ufone in preserving average revenue per user (ARPU) while attracting new subscribers from a higher spending segment. The sharp increase in sales at partner outlets has also interested more brands in partnering with Ufone. Ufone capitalised on the increase in IDD traffic from Pakistan to Saudi Arabia during the Hajj season, by offering extra value to customers combining on-net advantages with IDD calls. The campaign resulted in a 100% growth over the same season last year, and helped attract a significant number of high-value customers from the competition during this short period. Ufone collaborated with Etisalat Afghanistan in 2011, to target the large number of Afghan immigrants resident in Pakistan. The attractive IDD offer caused a paradigm shift and resulted in great success for both companies with increased share in both traffic and subscribers: while Ufone witnessed close to a 150% jump in monthly outgoing revenues, Etisalat Afghanistan achieved an increase of over 100%. Ufone has been prominent in implementing CSR initiatives in health, greening, and education for the underprivileged. The company undertook a complete revamping of the Children’s Ward and Children’s OPD of the Federal Government Services Hospital. Partnering with Plan Pakistan, Ufone is engaged in building a Thalassemia centre for patients in rural Punjab, and a free dialysis unit at The Kidney Centre in Karachi. Ufone plays an active role in The Citizens Foundation’s Rahbar a mentorship aimed at development of youth as responsible and productive individuals, and in AIESEC’s initiatives to promote environmental sustainability in middle schools across Lahore. Ufone has maintained its position as one of the most popular brands in Pakistan, by reiterating its promise of ‘spreading smiles on the faces of all stakeholders’. This was acknowledged by the Pakistan Advertisers’ Society (PAS) when it awarded Ufone for ‘Best Telecommunications Brand in Pakistan’, and by the Global Telecoms Business Innovation Awards which conferred Ufone with its ‘Customer Services Innovation Award’. Ufone continues to emphasise customer micro-segmentation, and works closely with the Etisalat Group’s marketing team to enhance customer lifetime value. The targeted campaigns and actions are aimed at enhancing monthly revenue by at least 5% in 2012. ufone - Pakistan 44 Management Review continued Asia - PT XL Axiata XL continued to maintain its industry position as the market leader in vision, strategy, and execution, throughout 2011. The year saw the launch of First Time Right (FTR), a group of initiatives intended to create superior customer experiences with ‘moment of truth’ attributes. The initiatives led by Customer Service and run by cross-functional teams aim to develop realistic solutions based on customer feedback and complaint handling. The launch of Reverse Ringback Tone, with its choice of ring back tones, saw more than 1 million customers subscribe to the service in the first six months. The successful rebranding of XLGo! to GoKlik was marked by community-engaging services such as message boards and serial stories, and the site surpassed 5 million users in a single week, with a 50% return rate. Cloud-based application Blaast which was launched in December 2010 garnered great steam in 2011, and saw users provided with instant access to localised content including news and games. Human Resources continued to strengthen XL’s transformation strategy. The Xtra Learning initiative is designed to transfer knowledge from top management to employees across several platforms including training, apprenticeships, workshops and seminar. A unique employee programme was launched to foster Mobile Data Service thinking and activity across the company. MDS Learning sees all employees actively engage in providing inputs and ideas to Marketing and Product Development, and the first phase of the programme concluded at the end of the year, with 50% enrolment. The Fight Club Program involves a group of employees called ‘Fighters’ who internalise and symbolise a ‘fighting spirit’ towards achieving customer satisfaction, by incorporating the first-time-right principle in their everyday activities. On the CSR front, XL has made great progress with its two integrated programmes, Komputer Untuk Sekolah – KUS (Computers for Village Schools) and Internet Sehat (Healthy Internet). The five year KUS programme addresses the needs of local schools with donations of computers, computer training for teachers, free internet access, and an introduction to Internet Sehat - a guide to using the internet wisely. KUS reached over 30,000 students and 2,400 teachers in 2011, bringing the count up to 187 schools throughout Indonesia, in the three years since its launch. Persembahan XL Bagi Negeri is a unique SMS donation programme designed to raise funds for charity through instant messaging. XL has collaborated with various local and international organisations on this project, including UNICEF, WWF, World Vision Indonesia, Yayasan Cinta Anak Bangsa, Pundi Amal SCTV, Ikatan Dokter Indonesia, ICT Watch, Yayasan Wakaf Centre, Yayasan Peradah, Dompet Dhuafa, Koin Sastra and Yayasan Thalassemia. Apart from ongoing efforts to ensure environment protection and long term sustainability, XL has built a reputation for prompt action in responding to natural disasters and alleviating the loss and suffering of affected communities. Key contributions during the year - particularly for the volcanic disaster in Yogyakarta - included the provision of logistics for emergency responses, telecommunication facilities, SMS donations, the Merapi Greening Programme, and renovation and assistance at affected schools. XL continues to sponsor the Indonesia Berprestasi (IB) Award to appreciate Indonesian citizens and institutions who make a significant contribution to the environment and society, in their respective fields of work. The 2011 edition was awarded to three citizens and one community in the categories of science and technology, social community, entrepreneurship, and art and culture. PT XL - Axiata 45 46 Management Review continued Network - Data Africa Middle East Asia Atlantique Telecom, Moov - West Africa moov.com Operational in 6 countries Licence type Mobile Etisalat ownership 100% Population 61 million Penetration rate 64% average across all countries Number of operators Mobile 2-5 per country Network coverage, population 60% Etisalat, UAE etisalat.ae Licence type Etisalat ownership Population Penetration rate Etisalat, Afghanistan etisalat.af Licence type Etisalat ownership Population Penetration rate Number of operators Network coverage, population EMTS – Etisalat Nigeria etisalat.com.ng Licence type Etisalat ownership Population Penetration rate Number of operators Network coverage, population Etisalat Misr - Egypt etisalat.com.eg Licence type Etisalat ownership Population Penetration rate Number of operators Network coverage, population Canar, Sudan canar.sd Licence type Etisalat ownership Population Penetration rate Number of operators Network coverage, population Zantel, Tanzania zantel.com Licence type Etisalat ownership Population Penetration rate Number of operators Network coverage, population 47 Mobile 40% 155 million 62% Mobile, 5 74% Mobile and Internet 66% 82 million 116% Mobile, 3 99% Fixed 89% 45 million Fixed 1% Fixed, 2 32% Number of operators Network coverage, population Thuraya thuraya.com Licence type Etisalat ownership Population Number of operators Network coverage, population Network coverage, geographical Mobile, Fixed and Internet 100% 5 million Mobile 242% Fixed 38% Internet 70% 2 100% Satellite telecommunication 28% Satellite, 4 140 countries Etihad Etisalat (Mobily) – Saudi Arabia mobily.com.sa Licence type Mobile and Internet Etisalat ownership 28% Population 26 million Penetration rate 220% Number of operators Mobile, 3 Network coverage, population 99% PTCL - Pakistan ptcl.com.pk Licence type Etisalat ownership Population Penetration rate Mobile 100% 30 million 57% Mobile, 4 73% Network coverage, population Mobile, Fixed, Internet 23% 187 million Fixed 3% Mobile 65% Mobile, 5 Fixed, 11 85% Etisalat Lanka – Sri Lanka etisalat.lk Licence type Etisalat ownership Population Penetration rate Number of operators Network coverage, population Mobile 100% 21 million 99% Mobile, 5 73% PT XL Axiata Tbk – Indonesia xl.co.id Licence type Etisalat ownership Population Penetration rate Number of operators Network coverage, population Mobile 13% 246 million 98% Mobile, 11 92% Number of operators Mobile and Fixed 65% 43 million Mobile 57% Fixed Line 0.4% Mobile, 6 Fixed, 2 42% 48 49 50 Management Review continued Etisalat Services Holding - Ebtikar Card Systems Working in partnership with international firms, Ebtikar developed a series of SIM based solutions during the year 2011: e-Registration, e-Activation on Demand, and Dynamic Number Allocation Systems. Categorised under pre-issuance and post-issuance, the products successfully passed a pilot stage of testing at Etisalat Afghanistan, spurring Ebtikar to launch similar SIM based services for the rest of the Group companies. The products are expected to result in significant and effective cost savings. In line with the strategy to be a leading SIM solutions provider, Ebtikar also launched various SIM solutions for its customers. These solutions foster huge cost savings for users, and better management of their network and logistics for the company. Ebtikar introduced the Oracle Manufacturing System and the ABC system for better management of its process and resources. Oracle Manufacturing provides end-to-end customer orders and accurate information for quick and effective decision, and ensures timely delivery of customer products. The ABC system of costing provides complete information of all overheads used in production, which enables checking of all costs charged to the customer, and ascertaining customer profitability on every order. The year marked a milestone for achieving enhanced customer satisfaction. Reflecting various steps initiated by the management, product quality improved considerably and customer complaints decreased by half in comparison to previous years. Ebtikar also satisfied customers throughout the year with 100% on-time delivery of products and services. Conscious of its environmental footprint, the company’s new launches are designed as green or eco-friendly products. The LiM SIM card is half the size of a standard SIM card, and uses half the amount of plastic. Carbon dioxide emissions generated in manufacturing is also lowered from 16 to 8 grams for every LiM SIM card. Further, the smaller size means a corresponding reduction in transportation costs and overall waste. The company is on its way for EFQM certification. The European Foundation for Quality Management Excellence Model is a framework and method that will help Ebtikar achieve business success by identifying their path to excellence, understand gaps and identifying potential solutions for bridging them, and developing an approach to implement bridging solutions. Meanwhile, Ebtikar’s paper scratch cards are made of 100% paper. The company is proactively engaged in educating customers about the many benefits of paper cards. Concurrently, Ebtikar is also in the process of being certified by SAS. The Security Accreditation Scheme will enable Ebtikar to benchmark itself internationally against global competitors. Etisalat Services Holding - Emirates Data Clearing House (EDCH) As the first data clearing house in the Middle East, Emirates Data Clearing House (EDCH) continues to provide comprehensive services for financial clearing, settlement and reconciliation. EDCH launched three new services in 2011 to address industry demands, and the specific needs of various mobile operators. • The RAEX-IR21 (Roaming Agreements Exchange – International Roaming) service maintains client operators’ IR.21 details, and generates documents in RAEX format, thereby reducing administrative time and efforts. The company’s mobile operator clients in Oman, Saudi Arabia, Bahrain, Kuwait, Iraq, Jordan, and Sudan have subscribed to Optiprizer, to enhance their roaming business. This business intelligence solution provides valuable insights into both wholesale and retail roaming - with real-time performance monitoring of bilateral agreements, KPIs, traffic steering policies and pricing policies. While this undoubtedly helps operators make informed decisions, it also fosters better customer retention and higher customer acquisition. • The EID Exchange (Electronic Invoice Data) service provides financial clearing houses with an automated means of exchanging invoice data based on the GSMA standard, and ensures timely and accurate monthly completion of the clearing process. EDCH conducted its 12th Annual UGM in Dubai, UAE, from 18 to 19 April, 2011. The event was attended by more than 70 delegates representing clients and partners from 30 countries across Asia, Africa and the Middle East, and served as a forum for collaboration and discussion, and the exchange of new ideas pertaining to the mobile industry. • The PNR (Payment Notification Report) electronic format includes a pre-defined set of financial data to be provided by the payer to the payee. Benefits include faster reconciliation of payments and lower risks of manual errors during the financial clearing process. The 3rd wave of the Annual Client Satisfaction Index (CSI) survey was launched in September, as a continuous and ongoing process to measure client satisfaction. The Index forms part of EDCH’s targets, and the project is scheduled for completion in February 2012. EDCH successfully completed deployment of EMMTH (The EDCH Mobile Money Transactions Hub) services during the year, and is currently serving Etisalat subscribers and roamers in the UAE, Saudi Arabia and Egypt. The state-of-the-art mobile money transaction service allows mobile operators’ subscribers to use their mobiles as wallets, enabling quick and easy financial transactions. EMMTH generated strong revenues in 2011, and is anticipated to become a key differentiator to support customer acquisition and retention across the world, and increase revenue for mobile operators within the hub. 51 52 Management Review continued Etisalat Services Holding - E-Marine As the undisputed leader of the submarine cable industry in the region, and a significant player across international borders, E-Marine continuously strives to exceed client expectations in keeping islands, countries and continents connected. The year 2011 was no different in maintaining this position - despite stiff competition - and the company managed to achieve significant geographical expansion while retaining market leadership. E-Marine’s coverage area has increased steadily in the past few years, and by the end of 2011, included more than 85,000 kilometres of cabling in the Red Sea, the Indian Ocean, the Western Indian Ocean, and East Africa. In order to meet mounting demands for wet plant storage, E-marine expanded its storage facilities in Salalah - Oman, and the new 420 square metre facility was made operational in November 2011. A new work-class ROV, Seaeye Jaguar, was successfully installed in Cable Ship Etisalat, making the entire fleet of E-marine vessels ROV-equipped. Seaeye Jaguar facilitates numerous cabling processes while ensuring reliability and complete redundancy throughout the vessel. The ROV is also equipped with selfdiagnostics to fix problems even when the device is in operation. With an operational depth of 3,000 msw, and the ability of working up to 6,000 msw, most sub-sea applications fall within its range and capabilities. Backed by strategically located vessels and cable storage depots, and highly qualified technical teams, E-Marine offers both customised and comprehensive services. Full package solutions are made available to all cable maintenance contracts, with mutual backup between cable ships. E-Marine has begun studying various methods to get closer to clients and get better understanding of their needs. The company already maintains an integrated QHSE (quality, health, safety and environment) management system, meeting the requirements of ISM codes, local and international rules and regulations, and ISO 9001:2000, ISO 14001:2004 and OHSAS 18001: 1999 standards. Etisalat Services Holding - Etisalat Academy Working in partnership with global telecom vendor Huawei Ltd, Etisalat Academy introduced the first certified Long Term Evolution (LTE) programme in the Middle East in 2011, to develop a community of highly skilled and certified professionals with a comprehensive understanding of LTE. programme is geared to provide technicians with intrinsic knowledge of fibre technology and networks, together with crucial skills to install and test networks to accepted international industry norms. The LTE certification programme translates to quicker deployment and launch of LTE networks, a faster learning curve for staff, and strategic understanding of technical and product challenges for operators. Based on the Huawei platform and equipment, hands-on training is provided in segments like commercialisation, operations, maintenance, planning and optimisation. Based on several home-grown structured cabling programmes, and working in association with US-based Fibre Optic Association (FOA), Etisalat Academy continues to deliver training that makes a significant impact on profits. All training is geared to ensure that technology deployment is done correctly at first run - resulting in increased efficiency and reduced manpower costs - and that the skill pool is constantly upgraded. Etisalat Academy boosted its portfolio of offerings during the year, with the introduction of the Certified Fibre Optic Certification (CFOT), in an effort to standardise implementation of structured fibre cabling across Middle East and North Africa, and to reduce associated downtimes and costs. The CFOT The company believes in knowing and understanding every client, separately, and in their natural environments, and are constantly involved in field visits. These consultative visits are driven by experts, with fit-for-purpose multi-lingual solutions that help drive value creation. 53 During 2011, Etisalat Academy developed two key programmes on Management Succession and Graduate Trainees for Etisalat Afghanistan, and supported Zantel - Tanzania in their transition from 2G and CDMA 2000 networks to WCDMA based on HSPA+. In Pakistan, the company ran a Strategic Leadership Programme and a Leadership Assessment for Senior Managers, to address Ufone’s 3G planning and design requirements. Also in Saudi Arabia, an Advanced Communications and Customer Service Excellence was organised for Mobily call centre personnel. Etisalat Academy was ranked the top training company in the Emirates Environmental Group’s (EEG) recycling campaign, and was presented an award for its recycling efforts. The company recycled 15,900 kilograms of paper, and saved 50 cubic metres of landfill which resulted in a reduction of greenhouse gas emissions (GHG) by almost 62 metric tonnes. Etisalat Academy convened a private seminar in November, for senior executives of Etisalat, addressed by Harvard professor, Srikant Datar. Leadership, Strategy & Vision: Challenges of Implementation and Execution focussed on how successful companies translate vision and strategy into action. The seminar developed an actionable framework for the team to successfully implement strategies as they build Etisalat into an even more competitive, high performance organisation. The year drew to a close with a Group Training Managers’ Forum (TMF) organised in December, to bring together training managers from across the Etisalat Group. This event highlighted the cumulative experience available within the Academy, and the significant role it plays as a training and development solutions provider for the Group. The forum also focused on examples of good practice, shared experiences and approaches, and opportunities for collaboration. Other ongoing green initiatives include saving electricity usage through efficient management of HVAC, cutbacks in water usage, using 100% recycled paper for printing, offsetting carbon footprint with tree planting, and commemorating a ‘Green Day’ for clean up and collection of reusable stationery, among other projects – all of which have led to several Certificates of Appreciation from the EEG. Etisalat Services Holding - Etisalat Facilities Management (E-FM) Etisalat Facilities Management (E-FM) continued to provide its services across the UAE, by maintaining and managing a diverse range of facilities and assets at airports, high rises, data centres and GSM sites across the country. E-FM’s client base includes Sheikh Zayed Grand Mosque Centre, Abu Dhabi Airports Company, and Sharjah International Airport Etisalat, and the bouquet of services provided through a single-window-solution include audits and maintenance of plant equipment, UPS systems, generators and DC systems, and cleaning and security. E-FM had approximately 5,000 site locations at the end of 2011, making it the biggest geographical coverage network in the UAE’s facilities management business. E-FM gained several new customers during the year, prominent among which was the contract awarded by Musanada, the Abu Dhabi General Services Company, for 189 government buildings across the emirate. The Musanada contract and a new joint venture with Emirates Transport have particularly complemented E-FM’s operational results. In addition, the use of Maximo TM and the strengthening of various communication systems and processes have placed the company in the top echelons of the region’s facilities management industry. The company was certified for ISO 14001:2004 and OHSAS 18001:2008 in early 2011. As part of its commitment to the industry and the country, E-FM was a principal sponsor of the FM Expo held in Dubai in 2011, and has committed to do so again next year. 54 Management Review continued Etisalat Services Holding - Etisalat Information Services Etisalat Information Services (eIS) was formerly known as Etisalat Directory Services, and changed its scope in 2011 from ‘directory services’ to ‘information services’, to keep abreast of redefined business objectives. Further, eIS has obtained media licenses to cover all seven emirates, which will open new doors for the business unit and help in expansions with new opportunities. During the year, eIS joined Local Search Association, and became part of the growing global community in providing robust solutions for print, online, and mobile platforms. eIS partnered with Express Print Publishers LLC for publishing Etisalat’s print directories of White and Yellow Pages, and the online Yellow Pages Directory (www.yellowpages.ae) together with their mobile platforms. The upgraded version of the Yellow Pages iPhone application now provides a range of new features and enhancements, including a bi-lingual (English and Arabic) interface, special discounts and deals, and user reviews about most listings. This application is currently the most complete and accurate directory in the UAE. The printed publications of the annual White and Yellow pages had a boost with a new distribution channel: additional dispensers were placed at all Etisalat business centres and outlets, allowing customers to pick them off the shelf. With ever-increasing traffic on both, internet and mobile portals, eIS continues to emphasise services in enhancing usability and search functionalities. Etisalat Services Holding - Etisalat Real Estate (E-RE) Etisalat Real Estate (E-RE) put forth an initiative to obtain legal commercial registration, and achieved it in July 2011, thereby becoming a limited liability company under Etisalat Services Holding (ESH). This achieves the dual purpose of better serving external clients, and becoming a revenue centre for the Group. During the course of the year, E-RE launched an initiative called Asset Optimisation, with the aim of preserving, protecting and optimising its property assets in the UAE. The initiative covers specific segments on office space utilisation and optimisation, re-usage of redundant or excess technical and telecom space, leasing of retail space, and protection of identified plans and sites. E-RE has a comprehensive portfolio of buildings, GSM sites and shelters, towers, monopoles, and a power plant, and the launch of the Real Estate Management System (REMS) aggregates data and information about all these properties into a single system. 55 Etisalat Services Holding - Tamdeed Projects Tamdeed Projects is actively developing advanced networks that will enable people to develop, learn, grow, and communicate their interests through state-of-the-art infrastructure solutions and by mastering the industry. In 2011, Tamdeed aligned its service delivery portfolio to eliminate pain points across various regions and business solutions for Etisalat UAE - by creating a products and services roadmap for ICT market opportunities, increasing the size of ICT related areas, and providing dedicated teams for eLife. In a focussed attempt to reach enterprise customers and partnering with them as a Value Added System Integrator, Tamdeed has engaged in talks with Etisalat Business Solutions for a Preferred Service Delivery Partner agreement. This bilateral collaboration will offer innovative service delivery solutions which reduce complexity, drive operational efficiency and increase organisational profits. Tamdeed has expanded its portfolio of products and services in the passive networks environment, and launched IT based products and services for active networks. The company currently serves the UAE and its neighbours with turn-key software, solutions and services, system integration, and consulting services. Internally, the company customised and implemented Maximo Enterprise Solutions to achieve project lifecycle and maintenance management for all its projects on a single platform. Maximo enables maximised values of critical business and project lifecycles, with workflows and a real-time alerting environment that enforces best practices. During 2011, Tamdeed designed, developed, and implemented the 800-87787 (TPSUP) customer contact centre to offer strong and disciplined customer service management in accordance to contractual commitments and SLAs. Meanwhile, the company’s Customer Satisfaction Index (CSI) monitors, measures, and proposes corresponding corrective actions. The benefits of the new REMS include automation of updates, consolidation of data, business intelligence and analytics, cross-departmental usage, scalability, and full integration. A new initiative was launched to retain current customers and help them overcome various financial challenges and pressures on the local real estate market. This involved introducing greater flexibility in market rental rates and financial terms, and expanding additional leasing opportunities. Participating in the broader customer service programme initiated by ESH, E-RE proposed a comprehensive and decisive communication plan to make the community more aware of its role and services. E-RE also participated in the Etisalat Group sponsored initiative to attain ISO 14001certification, and is currently engaged in pursuing the certification independently. 56 Management Review continued Human Capital Etisalat’s Human Resources teams initiated several major programmes in 2011 clustered around customer service, frontline training, and job-specific skill gaps, and geared towards organisational efficiency and effectiveness across all operations. Etisalat UAE International operations The SERVE programme is a culture change initiative that is designed to improve customer experience and employee satisfaction. During the course of the year HR identified more than 100 SERVE Champions, and empowered them to execute their training to frontline staff. These Champions have already trained more than 80% of the workforce, and by the start of 2012, all 4,000 frontline staff will have completed their training. The HR value proposition of Etisalat 2.0 Transformation Programme commenced with a performance and talent management pilot for the central marketing function. The project is streamlined to link business strategy to talent with key revisions on balanced metrics and shareholder revenue drivers, and with performance tracking measures to achieve valued targets. In Sri Lanka, an Elite Team was created to respond directly and promptly to high net worth individuals, and plans are underway to launch a Customer Value Management project to enable behavioural segmentation. In Sudan, Canar strengthened its employee engagement programme with the launch of the Fikra Scheme, an initiative that encourages ideas and decision making among employees. Zantel Tanzania ran a detailed customer satisfaction survey in Zanzibar and Pemba to gather feedback on customer experiences with network, data, and voucher distribution. As a direct consequence of the survey, not only were leading customers offered high-end handsets and free modems, but high performing employees were also rewarded with promotions, certificates, and salary increments. The People Capability Building initiative is geared to strengthen the strategic capabilities of Etisalat staff by providing them opportunities in multi-skilling and/or re-skilling with a focus on job specific competence and customer-centric behaviour. As part of this initiative, 340 employees were awarded for their commitment, dedication and performance at the Excellent Performance Award Ceremony 2011. In Q4 2011, HR function rolled out a Group initiative entitled ‘HR Excellence’, as a journey of continuous improvement leading to improved results on people, customers and society at large. In Q3 2011, Etisalat Misr launched its largest initiative, ‘Give Back’, enabling all employees to contribute personally to the wellbeing of society, by supporting charitable organisations of their choice through the Etisalat intranet portal. In addition to monetary donations of EGP 202,544, employees also helped with a food programme held during Ramadan. In Nigeria, Etisalat continues to reward and encourage employees and distribution partners with a scheme that celebrates high sales across all product lines. The second edition of their performance awards held in 2011 underscored their critical importance in achieving strategic goals, and overall success. Etisalat’s organisation structure was aligned to enhance efficiencies for business areas earmarked for outsourcing and centralisation, staff optimisation and rationalisation were deployed to improve productivity and performance, and staff development programmes were held to improve operational effectiveness in middle and upper-middle management, and drive organisational business strategies towards innovation. A series of challenges and competitions were added to 1999’s Al Mawrid Idea Management scheme, with tangible recognition and rewards. New objectives were also linked to corporate strategy to support customer-centricity, and to enhance innovation and productivity in the organisation. The Etisalat British Telecom Innovation Centre (EBTIC) aims to promote technology transfer, research training and open innovation in areas of strategic importance for its founding partners and the UAE. The year 2011 saw a major achievement when the secondment scheme for Etisalat’s Emirati employees was approved and applauded. The third batch of candidates completed Future Leaders, the managerial competency programme designed for Emirati nationals in Etisalat. HR continued its many efforts to build the brand and imagery of Etisalat at career fairs, through recruitment campaigns, and by participating in events with such opportunities. Key events during the year included Nationalisation Day, Tawdheef, and the 12th National Career Exhibition in the UAE. Recognising and rewarding innovative ideas continues to be a key strategic objective for the HR department at Etisalat Misr. In 2011, a special team was assigned to assess and evaluate original and beneficial ideas from employees that are aligned with strategic objectives, and later, to incorporate them into the company’s business activities. Winning ideas are rewarded with cash prizes, or with membership to the company’s Innovation Club with its many privileges. Grand ideas for specific business objectives are rewarded handsomely, with a cup of recognition and a substantial monetary award. Innovators are also invited to join the implementation team that translate ideas into useful products or services. The REYADA programme provides high-level training in strategy development and leadership skills for 55 Etisalat calibres. The three elements of the training include academics, corporate challenges, and rotating work assignments in different functions, companies or countries. 57 58 Corporate Governance The General Assembly The Board of Directors The General Assembly is composed of all shareholders of the Corporation. The General Assembly is entrusted with approving the Board’s Annual Report on the Corporation’s activities and financial position during the preceding financial year. The Assembly is also entrusted with approving the report of the external auditors, discussing and approving the balance sheet, and the profit and loss account for the previous financial year. The General Assembly also appoints the external auditors and approves the Board’s recommendations regarding the allocation of profit. The General Assembly exercises all powers of the Corporation within the limits of the law and the Articles of Association. The Board of Directors carries out the Corporation’s business and for that purpose, exercises all powers of the Corporation, except those reserved by Law or the Articles of Association for the General Assembly of the Corporation. The Board of Directors of Etisalat is formed under its Articles of Association and the Federal Law No 1 of 1991. Article 25 of the Article of Association of Etisalat (revised by Article 80 of the Federal Law No.3 of 2003) specifies that the number of Directors on the Board shall be eleven. Seven Directors on the Board, including the Chairman of the Board of Directors, are appointed by Federal Decree and are tasked with representing the Government. The remaining four members of the Board of Directors are elected by National (nongovernment) shareholders who hold 40% of the voting power of the shareholders. The Investment Committee Four Board Committees have been established to assist the Board with its responsibilities to provide leadership and effective governance of the Corporation. The Charters for each Committee provide the roles and delegated authorities for each Committee. The Committees may also have powers vested in them through a Delegation of Authority from the Board of Directors. Application of powers vested under these Delegations will be monitored as part of the internal and statutory audit procedures. The Executive Committee The primary purpose of the Executive Committee is to make decisions on certain matters delegated to it by the Board of Directors. The Committee meets more frequently in order to expedite operational matters, and must report decisions and actions to the subsequent Board of Directors meeting. It must be chaired by a member of the Board of Directors. The Audit and Risk Committee The Audit and Risk Committee of Etisalat currently monitors the audit and risk management functions of the Corporation. The Committee is comprised of three Non- Executive Directors and one outside member who brings additional accounting, financial and technical expertise to the Audit and Risk Committee. The Audit and Risk Committee is entrusted with tasks and duties to assist the Board in performing its financial and governance obligations. The primary purpose of the Investment Committee is to make decisions on certain matters delegated to it by the Board of Directors. The Committee meets to make certain decisions in connection with Etisalat domestic and international investments and projects, and must report decisions and actions to the subsequent Board of Directors meeting. The Investment Committee is composed of five members of the Board of Directors and at least one member of the Committee should have significant, recent and relevant experience in financial and investment matters. Operating Structure of the Corporation During 2011 ETISALAT continued to implement its revised group structure which was commenced in 2009. The purpose was to manage its international expansion strategy, protect value from the Corporation’s United Arab Emirates operations, secure value creation from its eighteen international operations, and to gain the trust of its stakeholders by putting in place a solid structure and governance and adherence to best practices. At the level of the United Arab Emirates, the Group organisation structure features two autonomous Operating Units: Etisalat UAE Unit (which is entrusted with provisioning Licensed Telecom Services in the United Arab Emirates); and the Etisalat Services Unit (a wholly owned holding company entrusted with providing certain non-core, non-telecom services to the Corporation, as well as to third parties). The Group exercises and sets its various activities and responsibilities and sets its key corporate policies, prepares plans, and monitors the operational and financial performance of its operating companies, and reports the same to the Board of Directors and the Executive Committee on a regular basis. The Compensation Committee The Compensation Committee of ETISALAT has the primary responsibility to provide comprehensive direction on all compensation and beneficial matters for Etisalat’s staff. It aims to ensure that its employment packages are externally competitive and internally equitable to support the Corporation’s strategy and to attract, retain and motivate a competent and result-oriented workforce. The Committee is currently entrusted with tasks and duties to assist the Board of Directors and senior management in performing their obligations. 61 62 Independent Auditors’ Report to the Shareholders Report on the Consolidated Financial Statements We have audited the accompanying consolidated financial statements of Emirates Telecommunications Corporation (“the Corporation”) and its subsidiaries (together “the Group”) which comprise the consolidated statement of financial position as at 31 December 2011 and the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Group as at 31 December 2011, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards. Report on Other Legal and Regulatory Requirements We have obtained all the information and explanations considered necessary for the purposes of our audit. The Corporation has maintained proper books of account and has carried out physical verification of inventories in accordance with properly established procedures and the financial information included in the Chairman’s statement is consistent with the books of account of the Corporation. Nothing has come to our attention which causes us to believe that the Corporation has breached any of the applicable provisions of the UAE Federal Act No. (1) of 1991, as amended by Decretal Federal Code No. 3 of 2003, or of its Articles of Association, which would materially affect its activities or its financial position as at 31 December 2011. PricewaterhouseCoopers Abu Dhabi, United Arab Emirates Jacques E. Fakhoury (Reg. No. 379) Deloitte & Touche (M.E.) Abu Dhabi, United Arab Emirates Saba Y. Sindaha (Reg. No. 410) 20 February 2012 63 64 Financials Consolidated Income Statement Consolidated Statement of Comprehensive Income for the year ended 31 December 2011 for the year ended 31 December 2011 Notes Revenue 2011 AED’000 32,241,873 2010 AED’000 31,929,488 5 9 13, 14 (19,964,444) (3,044,064) 1,208,472 10,441,837 (18,545,525) 1,243,229 14,627,192 Federal royalty Operating profit 5 (5,839,019) 4,602,818 (7,630,750) 6,996,442 Finance income Finance costs Profit before tax 6 7 696,057 (663,375) 4,635,500 917,578 (384,836) 7,529,184 Taxation Profit for the year 8 (25,352) 4,610,148 (100,406) 7,428,778 5,839,019 (1,228,871) 4,610,148 7,630,750 (201,972) 7,428,778 AED 0.74 AED 0.97 Operating expenses Impairment losses Share of results of associates and joint ventures Operating profit before federal royalty Profit attributable to: The equity holders of the Corporation Non-controlling interests Earnings per share Basic and diluted H.E. Mohammad Hassan Omran Chairman The accompanying notes on pages 71 to 111 form an integral part of these consolidated financial statements. The Independent Auditors’ report is set out on page 63. 65 33 2011 AED’000 2010 AED’000 Profit for the year Total comprehensive income for the year (653,695) (59,560) (713,255) 4,610,148 3,896,893 (351,934) 341 (351,593) 7,428,778 7,077,185 Comprehensive income attributable to: The equity holders of the Corporation Non-controlling interests Total comprehensive income for the year 5,434,165 (1,537,272) 3,896,893 7,367,738 (290,553) 7,077,185 Other comprehensive loss Exchange differences on translation of foreign operations (Loss)/gain on revaluation of available-for-sale financial assets H.E. Khalaf Bin Ahmed Al Otaiba Vice Chairman The accompanying notes on pages 71 to 111 form an integral part of these consolidated financial statements. The Independent Auditors’ report is set out on page 63. 66 Financials continued Consolidated Statement of Financial Position as at 31 December 2011 2011 AED’000 2010 AED’000 9 9 10 11 13, 14 15 16 17 8 1,872,893 10,277,623 20,613,995 42,775 16,999,448 364,806 2,953,472 303,814 53,428,826 3,120,704 12,429,597 20,675,359 47,910 16,165,069 517,140 2,963,422 12,673 361,465 56,293,339 18 19 16 17 15 20 345,219 8,732,715 308,712 12,673 91,850 9,971,647 19,462,816 72,891,642 316,261 8,448,082 260,624 12,080 10,276,744 19,313,791 75,607,130 Notes Non-current assets Goodwill Other intangible assets Property, plant and equipment Investment property Investments in associates and joint ventures Other investments Loans to associates Finance lease receivables Deferred tax assets Current assets Inventories Trade and other receivables Due from associates and joint ventures Finance lease receivables Other investments Cash and cash equivalents Total assets Notes 21 22 23 24 25 17,944,597 2,435,092 2,967,240 59,261 778,494 24,184,684 20,078,214 1,195,071 2,956,017 66,725 181,961 24,477,988 Non-current liabilities Trade and other payables Borrowings Payables related to investments and licence Derivative financial instruments Deferred tax liabilities Finance lease obligations Provisions Provision for end of service benefits 21 22 23 26 8 24 25 27 651,802 4,260,919 354,861 672,602 55,006 179,906 828,011 7,003,107 31,187,791 41,703,851 1,089,769 5,204,599 19,841 382,145 772,499 172,137 88,544 834,283 8,563,817 33,041,805 42,565,325 28 29 7,906,140 28,686,726 2,786,813 39,379,679 2,324,172 41,703,851 7,906,140 28,036,163 2,773,622 38,715,925 3,849,400 42,565,325 Total liabilities Net assets H.E. Mohammad Hassan Omran Chairman 67 2010 AED’000 Current liabilities Trade and other payables Borrowings Payables related to investments and licence Finance lease obligations Provisions Equity Share capital Reserves Retained earnings Equity attributable to the equity holders of the Corporation Non-controlling interests Total equity The accompanying notes on pages 71 to 111 form an integral part of these consolidated financial statements. The Independent Auditors’ report is set out on page 63. 2011 AED’000 H.E. Khalaf Bin Ahmed Al Otaiba Vice Chairman The accompanying notes on pages 71 to 111 form an integral part of these consolidated financial statements. The Independent Auditors’ report is set out on page 63. 68 Total equity AED’000 40,389,298 7,428,778 (351,593) (335,041) (60,795) (13,197) (4,492,125) 42,565,325 42,565,325 4,610,148 (713,255) (14,683) (4,743,684) 41,703,851 AED’000 3,997,689 (201,972) (88,581) 132,474 9,790 - - 3,849,400 3,849,400 (1,228,871) (308,401) (4,987) 17,031 - 2,324,172 39,379,679 2,786,813 8,070,000 7,850,000 7,906,140 56,641 (335,865) 12,963,491 82,459 (9,696) (17,031) (4,743,684) (9,696) (1,072,448) (4,743,684) 561,108 248,000 200,000 - 46,309 - - 5,839,019 (404,854) 5,839,019 (59,560) - - (345,294) - 38,715,925 2,773,622 142,019 7,822,000 7,650,000 Balance at 1 January 2011 Profit for the year Other comprehensive loss Other movements in non-controlling interests Transfer to reserves Dividends Balance at 31 December 2011 7,906,140 10,332 9,429 12,402,383 38,715,925 2,773,622 142,019 7,822,000 7,906,140 7,650,000 10,332 9,429 12,402,383 (4,492,125) (4,492,125) (718,740) 718,740 - - The accompanying notes on pages 71 to 111 form an integral part of these consolidated financial statements. The Independent Auditors’ report is set out on page 63. 69 - (70,585) (13,197) (70,585) (2,381,236) (13,197) 724,000 - 700,000 - 3,618 - - 953,618 - - (467,515) (467,515) - Balance at 1 January 2010 Profit for the year Other comprehensive loss Acquisition of non-controlling interests Other movements in non-controlling interests Transfer to reserves Loss of interest in subsidiaries Bonus issue of 718.7 million fully paid shares of AED 1 Dividends Balance at 31 December 2010 - - - - - - 7,630,750 (263,012) 7,630,750 341 - - (263,353) 36,391,609 2,567,530 141,678 12,167,505 7,098,000 6,950,000 7,187,400 6,714 272,782 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 AED’000 Retained earnings Investment revaluation reserve General reserve Translation reserve Statutory reserve Asset repla cement reserve Development reserve Share capital Reserves (see note 29) Attributable to the equity holders of the Corporation for the year ended 31 December 2011 Consolidated Statement of Changes in Equity Total shareholders’ equity Noncontrolling interests Financials continued Consolidated Statement of Cash Flows for the year ended 31 December 2011 2011 AED’000 4,602,818 2010 AED’000 6,996,442 2,574,038 813,802 3,044,064 (1,208,472) 702,631 (15,056) 10,513,825 2,179,967 804,684 (1,243,229) 530,109 (10,641) 209,699 9,467,031 (23,951) (48,088) (193,240) (2,443,761) 7,804,785 (200,615) (123,354) 7,480,816 (55,202) 70,549 (1,997,400) 474,300 7,959,278 (137,492) (15,230) 7,806,556 Cash flows from investing activities Acquisition of subsidiaries, net of cash acquired Acquisition of other investments Purchases of property, plant and equipment Proceeds on disposal of property, plant and equipment Purchase of other intangible assets Proceeds on disposal of intangible assets Dividend income received from associates and other investments Finance income received Net cash used in investing activities (4,093,060) 97,142 (207,036) 5,201 751,021 894,318 (2,552,414) (335,041) (23,292) (5,534,732) 88,294 (364,258) 50,611 335,936 929,093 (4,853,389) Cash flows from financing activities Proceeds from borrowings and finance lease obligations Repayments of borrowings and finance lease obligations Loans to associates Finance costs paid Redemption of preference shares in a subsidiary Dividends paid Net cash used in financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at the beginning of the year Effect of foreign exchange rate changes Cash and cash equivalents at the end of the year 4,958,802 (4,439,600) (546,076) (616,899) (4,743,684) (5,387,457) (459,055) 10,276,744 153,958 9,971,647 2,939,899 (747,803) (1,735,469) (288,635) (47,469) (4,492,125) (4,371,602) (1,418,435) 11,309,185 385,994 10,276,744 Notes Operating profit Adjustments for: Depreciation Amortisation Impairment losses Share of results of associates and joint ventures Provisions and allowances Dividend income from other investments Other non cash movements 10, 11 9 9 13, 14 Changes in working capital: Inventories Due from associates and joint ventures Trade and other receivables Trade and other payables Cash generated from operations Income taxes paid Payment of end of service benefits Net cash generated from operating activities 27 20 The accompanying notes on pages 71 to 111 form an integral part of these consolidated financial statements. The Independent Auditors’ report is set out on page 63. 70 Financials continued Notes to the Consolidated Financial Statements for the year ended 31 December 2011 1. General information The Emirates Telecommunications Corporation Group (“the Group”) comprises the holding company Emirates Telecommunications Corporation (“the Corporation”) and its subsidiaries. The Corporation was incorporated in the United Arab Emirates (“UAE”), with limited liability, in 1976 by UAE Federal Government decree No. 78, which was revised by the UAE Federal Act No. (1) of 1991 and further amended by Decretal Federal Code No. 3 of 2003 concerning the regulation of the telecommunications sector in the UAE. In accordance with Federal Law No. 267/10 for 2009, the Federal Government of the UAE transferred its 60% holding in the Corporation to the Emirates Investment Authority with effect from 1 January 2008, which is ultimately controlled by the UAE Federal Government. The address of the registered office is P.O. Box 3838, Abu Dhabi, United Arab Emirates. The Corporation’s shares are listed on the Abu Dhabi Securities Exchange. The principal activity of the Group is to provide telecommunications services, media and related equipment including the provision of related contracting and consultancy services to international telecommunications companies and consortia. These activities are carried out through the Corporation (which holds a full service licence from the UAE Telecommunications Regulatory Authority valid until 2025), its subsidiaries, associates and joint ventures. These financial statements were approved by the Board of Directors and authorised for issue on 20 February 2012. 2. Significant accounting policies The significant accounting policies adopted in the preparation of these consolidated financial statements are set out below. Basis of preparation The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”). The consolidated financial statements are prepared under the historical cost convention except for the revaluation of certain financial instruments and in accordance with the accounting policies set out herein. Changes in accounting policies There are no Standards or Interpretations that were effective for the first time for the financial year beginning on or after 1 January 2011 that had a material impact on the Group. At the date of the consolidated financial statements, the following Standards, Amendments and Interpretations which have not been applied, were in issue but not yet effective: Amendments to IFRS 7 Financial Instruments - Disclosures: Transfers of financial assets Amendments to IAS 12 Income Taxes - Deferred taxes: Recovery of underlying assets Amendments to IAS 1 Presentation of Financial Statements: Presentation of Items of Other Comprehensive Income Amendments to IAS 19 Employee Benefits IAS 27 (revised 2011) Separate Financial Statement IAS 28 (revised 2011) Investments in Associates and Joint Ventures IFRS 9 Financial Instruments IFRS 10 Consolidated Financial Statements IFRS 11 Joint Arrangements IFRS 12 Disclosure of Interests in Other Entities IFRS 13 Fair Value Measurement 71 Effective for annual periods beginning on or after 1 July 2011 1 January 2012 1 July 2012 1 January 2013 1 January 2013 1 January 2013 1 January 2015 1 January 2013 1 January 2013 1 January 2013 1 January 2013 The directors are in the process of assessing the full extent of the impact of the above Standards and Interpretations, but do not expect that the adoption of the standards listed above will have a material impact on the consolidated financial statements of the Group in future periods, except as follows: IFRS 9 will impact both the measurement and disclosures of financial instruments; IFRS 12 will impact the disclosure of interest in other entities; and IFRS 13 will impact the measurement of fair value for certain assets and liabilities as well as the associated disclosures. Beyond the information above, it is not practicable to provide reasonable estimate of the effect of these standards until a detailed review has been completed. Basis of consolidation These consolidated financial statements incorporate the financial statements of the Corporation and entities controlled by the Corporation up to 31 December 2011. Control is achieved where the Group has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group has the power to control another entity. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the noncontrolling interests share of changes in equity since the date of the business combination. Total comprehensive income within subsidiaries is attributed to the Group and to the non-controlling interest even if this results in non-controlling interests having a deficit balance. Subsidiaries are consolidated from the date on which effective control is transferred to the Group and are excluded from consolidation from the date that control ceases. Intercompany transactions, balances and any unrealised gains/losses between Group entities have been eliminated in the consolidated financial statements. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with those used by the Group. Business combinations The acquisition of subsidiaries are accounted for using the purchase method. The cost of an acquisition is measured as the aggregate of the fair value, at the date of exchange, of the assets given, equity instruments issued and liabilities incurred or assumed. The acquiree’s identifiable assets and liabilities that meet the conditions for recognition under IFRS 3 Business Combinations, are recognised at their fair values at the acquisition date. Acquisition-related costs are recognised in the consolidated income statement as incurred. Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. If, after reassessment, the Group’s interest in the net fair value of the acquiree’s identifiable assets and liabilities exceeds the cost of the business combination, the excess is recognised immediately in the consolidated income statement. The interest of minority shareholders in the acquiree is initially measured at the minority’s proportion of the net fair value of the assets, liabilities and contingent liabilities recognised. 72 Financials continued Notes to the Consolidated Financial Statements continued for the year ended 31 December 2011 2. Significant accounting policies (continued) Associates and joint ventures Associates and joint ventures are those companies which the Group jointly controls or over which it exercises significant influence but it does not control. Investments in associates and joint ventures are accounted for using the equity method of accounting. Investments in associates and joint ventures are carried in the consolidated statement of financial position at cost as adjusted by post-acquisition changes in the Group’s share of the net assets of the associates and joint ventures less any impairment in the value of individual investments. Losses of the associates and joint ventures in excess of the Group’s interest are not recognised unless the Group has an obligation to fund such losses. The carrying values of investments in associates and joint ventures are reviewed on a regular basis and if an impairment in the value has occurred, it is written off in the period in which those circumstances are identified. Any excess of the cost of acquisition over the Group’s share of the fair values of the identifiable net assets of the associates at the date of acquisition is recognised as goodwill and included as part of the cost of investment. Any deficiency of the cost of acquisition below the Group’s share of the fair values of the identifiable net assets of the associates at the date of acquisition is credited to the consolidated income statement in the year of acquisition. The Group’s share of associates’ and joint ventures’ net income is based on the most recent financial statements or interim financial statements drawn up to the Group’s reporting date. Accounting policies of associates and joint ventures have been adjusted, where necessary, to ensure consistency with the policies adopted by the Group. Where a Group company transacts with an associate or joint venture of the Group, unrealised gains and losses are eliminated to the extent of the Group’s interest in the relevant entity. Losses may provide evidence of an impairment of the asset transferred in which case appropriate provision is made for impairment. Dilution gains and losses arising on deemed disposal of investments in associates and joint ventures are recognised in the consolidated income statement. Revenue Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for telecommunication products and services provided in the normal course of business. Revenue is recognised net of sales taxes, discounts and rebates. Revenue from telecommunication services comprises amounts charged to customers in respect of monthly access charges, airtime usage, messaging, the provision of other mobile telecommunications services, including data services and information provision and fees for connecting users of other fixed line and mobile networks to the Group’s network. Access charges and airtime used by contract customers are invoiced and recorded as part of a periodic billing cycle and recognised as revenue over the related access period, with unbilled revenue resulting from services already provided from the billing cycle date to the end of each period accrued and unearned revenue from services provided in periods after each accounting period deferred. Revenue from the sale of prepaid credit is deferred until such time as the customer uses the airtime, or the credit expires. Revenue from data services and information provision is recognised when the Group has performed the related service and, depending on the nature of the service, is recognised either at the gross amount billed to the customer or the amount receivable by the Group as commission for facilitating the service. Incentives are provided to customers in various forms and are usually offered on signing a new contract or as part of a promotional offering. Where such incentives are provided on connection of a new customer or the upgrade of an existing customer, revenue representing the fair value of the incentive, relative to other deliverables provided to the customer as part of the same arrangement, is deferred and recognised in line with the Group’s performance of its obligations relating to the incentive. 73 In revenue arrangements including more than one deliverable, the arrangement consideration is allocated to each deliverable based on the fair value of the individual element. The Group generally determines the fair value of individual elements based on prices at which the deliverable is regularly sold on a standalone basis. Contract revenue is recognised under the percentage of completion method. Profit on contracts is recognised only when the outcome of the contracts can be reliably estimated. Provision is made for foreseeable losses estimated to complete contracts. Revenue from interconnect fees is recognised at the time the services are performed. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial assets to that asset’s net carrying amount. Leasing Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. The Group as lessor Amounts due from lessees under finance leases are recorded as receivables at the amount of the Group’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group’s net investment outstanding in respect of the leases. Revenues from the sale of transmission capacity on terrestrial and submarine cables are recognised on a straight-line basis over the life of the contract. Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term. The Group as lessee Rentals payable under operating leases are charged to the consolidated income statement on a straight-line basis over the term of the relevant lease. Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight-line basis over the lease term. Foreign currencies Functional currencies The individual financial statements of each of the Group’s subsidiaries, associates and joint ventures are presented in the currency of the primary economic environment in which they operate (its functional currency). For the purpose of the consolidated financial statements, the results, financial position and cash flows of each Group company are expressed in UAE Dirhams, which is the functional currency of the Corporation, and the presentation currency of the consolidated financial statements. In preparing the financial statements of the individual companies, transactions in currencies other than the entity’s functional currency are recorded at exchange rates prevailing at the dates of the transactions. At each year end, monetary assets and liabilities that are denominated in foreign currencies are retranslated into the entity’s functional currency at rates prevailing at the reporting date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. 74 Financials continued Notes to the Consolidated Financial Statements continued for the year ended 31 December 2011 2. Significant accounting policies (continued) Foreign currencies (continued) Consolidation On consolidation, the assets and liabilities of the Group’s foreign operations are translated into UAE Dirhams at exchange rates prevailing on the date of the consolidated statement of financial position. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are also translated at exchange rates prevailing on the reporting date. Income and expense items are translated at the average exchange rates for the period unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the date of transactions are used. Exchange differences arising are classified as a separate component of equity. On disposal of overseas subsidiaries, the cumulative translation differences are recognised as income or expense in the period in which they are disposed of. Foreign exchange differences Exchange differences are recognised in the consolidated income statement in the period in which they arise except for exchange differences that relate to assets under construction for future productive use. These are included in the cost of those assets when they are regarded as an adjustment to interest costs on foreign currency borrowings. Exchange differences on transactions entered into to hedge certain foreign currency risks; and exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur, which form part of the net investment in a foreign operation are recognised in the foreign currency translation reserve and recognised in the consolidated income statement on disposal of the net investment. Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in the consolidated income statement in the period in which they are incurred. Government grants Government grants relating to non-monetary assets are recognised at nominal value. Grants that compensate the Group for expenses are recognised in the consolidated income statement on a systematic basis in the same period in which the expenses are recognised. Grants that compensate the Group for the cost of an asset are recognised in the consolidated income statement on a systematic basis over the expected useful life of the related asset upon capitalisation. End of service benefits Payments to defined contribution schemes are charged as an expense as they fall due. Payments made to state-managed pension schemes are dealt with as payments to defined contribution schemes where the Group’s obligations under the schemes are equivalent to those arising in a defined contribution scheme. Provision for employees’ end of service benefits for non-UAE nationals is made in accordance with the Projected Unit Cost method as per IAS 19 Employee Benefits taking into consideration the UAE Labour Laws. The provision is recognised based on the present value of the defined benefit obligations. The present value of the defined benefit obligations is calculated using assumptions on the average annual rate of increase in salaries, average period of employment of non-UAE nationals and an appropriate discount rate. The assumptions used are calculated on a consistent basis for each period and reflect management’s best estimate. The discount rates are set in line with the best available estimate of market yields currently available at the reporting date. 75 Taxation The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable profit for the period. Taxable profit differs from profit as reported in the consolidated income statement because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date. Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the liability method. Deferred tax is calculated using relevant tax rates and laws that have been enacted or substantially enacted by the reporting date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. Deferred tax is charged or credited in the consolidated income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that sufficient taxable profits will be available in the future against which deductible temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither taxable profit nor the accounting profit. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Property, plant and equipment Property, plant and equipment are stated at cost, less accumulated depreciation and any impairment. Cost comprises the cost of equipment and materials, including freight and insurance, charges from contractors for installations and building works, direct labour costs and asset retirement costs. Assets in the course of construction are carried at cost, less any impairment. Cost includes professional fees and, for qualifying assets, borrowing costs capitalised in accordance with the Group’s accounting policy. Depreciation of these assets commences when the assets are ready for their intended use. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to consolidated income statement during the period in which they are incurred. 76 Financials continued Notes to the Consolidated Financial Statements continued for the year ended 31 December 2011 2. Significant accounting policies (continued) Intangible assets Property, plant and equipment (continued) Other than land (which is not depreciated), the cost of property, plant and equipment is depreciated on a straight line basis over the estimated useful lives of the assets as follows: Buildings Permanent – the lesser of 20 – 50 years and the period of the land lease. Temporary – the lesser of 4 years and the period of the land lease. Plant and equipment Years Submarine – fibre optic cables – coaxial cables Cable ships Coaxial and fibre optic cables Line plant Exchanges Switches Radios/towers Earth stations/VSAT Multiplex equipment Power plant Subscribers’ apparatus General plant Other assets Motor vehicles Computers Furniture and fittings 20 10 15 15 15 5 – 10 5 – 10 10 – 15 5 – 10 10 5 3–8 2–5 3–5 4–5 4 – 10 The assets’ residual values and useful lives are reviewed and adjusted, if appropriate, at each reporting date. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in consolidated income statement. Investment property Investment property, which is property held to earn rentals and/or for capital appreciation, is carried at cost less accumulated depreciation and impairment loss. (I) Goodwill Goodwill arising on consolidation represents the excess of the cost of an acquisition over the fair value of the Group’s share of net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (CGUs) expected to benefit from the synergies of the combination. CGUs to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other non financial assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period. On disposal of a subsidiary, associate or joint venture, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. (II) Licences Acquired telecommunication licences are initially recorded at cost or, if part of a business combination, at fair value. Licences are amortised on a straight line basis over their estimated useful lives from when the related networks are available for use. The estimated useful lives range between 10 and 25 years and are determined primarily by reference to the unexpired licence period, the conditions for licence renewal and whether licences are dependent on specific technologies. (III) Internally-generated intangible assets An internally-generated intangible asset arising from the Group’s IT development is recognised at cost only if all of the following conditions are met: • an asset is created that can be identified (such as software and new processes); • it is probable that the asset created will generate future economic benefits; and • the development cost of the asset can be measured reliably. Internally-generated intangible assets are amortised on a straight-line basis over their useful lives of 3-10 years. Where no internally-generated intangible asset can be recognised, development expenditure is recognised as an expense in the period in which it is incurred. (IV) Indefeasible Rights of Use (“IRU”) IRUs correspond to the right to use a portion of the capacity of a terrestrial or submarine transmission cable granted for a fixed period. IRUs are recognised at cost as an asset when the Group has the specific indefeasible right to use an identified portion of the underlying asset, generally optical fibres or dedicated wavelength bandwidth, and the duration of the right is for the major part of the underlying asset’s economic life. They are amortised on a straight line basis over the shorter of the expected period of use and the life of the contract which ranges between 10 to 20 years. Investment properties are depreciated on a straight-line basis over the lesser of 20 years and the period of the lease. 77 78 Financials continued Notes to the Consolidated Financial Statements continued for the year ended 31 December 2011 2. Significant accounting policies (continued) Impairment of tangible and intangible assets excluding goodwill The Group reviews the carrying amounts of its tangible and intangible assets whenever there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of any impairment loss. Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. An intangible asset with an indefinite useful life (including goodwill) is tested for impairment annually. Recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. Inventory Inventory is measured at the lower of cost and net realisable value. Cost comprises direct materials and where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Allowance is made, where appropriate, for deterioration and obsolescence. Cost is determined in accordance with the weighted average cost method. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. Financial instruments Financial assets and financial liabilities are recognised in the consolidated statement of financial position when the Group becomes a party to the contractual provisions of the instrument. (I) Fair value The fair values of financial assets and financial liabilities are determined as follows: • the fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices; and • the fair value of other financial assets and financial liabilities are determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions. (II) 79 Financial assets All financial assets are recognised and derecognised on trade date where the purchase or sale of a financial asset is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value, plus transaction costs, except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value. Financial assets are classified into the following specified categories: ‘held-to-maturity’ investments, ‘available-for-sale’ financial assets and ‘loans and receivables’. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. (III) Effective interest method The effective interest method is a method of calculating the amortised cost of a financial asset and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset, or, where appropriate, a shorter period. Income is recognised on an effective interest rate basis for debt instruments that are held-to-maturity, are available-forsale, or are loans and receivables. (IV) Held-to-maturity investments Bonds and Sukuk bonds with fixed or determinable payments and fixed maturity dates that the Group has the positive intent and ability to hold to maturity are classified as held-to-maturity investments. Held-to-maturity investments are recorded at amortised cost using the effective interest method less any impairment, with revenue recognised on an effective yield basis. The Group considers the credit risk of counterparties in its assessment of whether such financial instruments are impaired. (V) Available-for-sale financial assets (“AFS”) Listed securities held by the Group that are quoted in an active market are classified as being AFS and are stated at fair value. Gains and losses arising from changes in fair value are recognised directly in equity in the investment revaluation reserve with the exception of impairment losses, interest calculated using the effective interest method and foreign exchange gains and losses on monetary assets, which are recognised directly in profit or loss. Where the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously recognised in the investments revaluation reserve is included in the consolidated income statement. Dividends on AFS equity instruments are recognised in the consolidated income statement when the Group’s right to receive the dividends is established. The fair value of AFS monetary assets denominated in a foreign currency is determined in that foreign currency and translated at the exchange rate prevailing at the reporting date. The foreign exchange gains/losses that are recognised in the consolidated income statement are determined based on the amortised cost of the monetary asset. Other foreign exchange gains/losses are recognised in the consolidated statement of changes in equity. The Group assesses at each reporting date whether there is objective evidence that AFS assets are impaired. In the case of equity securities, a significant or prolonged decline in the fair value of the security below its cost is considered as an indicator that the securities are impaired. Impairment losses recognised in the consolidated income statement on equity instruments are not reversed through the consolidated income statement. (VI) Loans and receivables Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as ‘loans and receivables’. Loans and receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method less impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. 80 Financials continued Notes to the Consolidated Financial Statements continued for the year ended 31 December 2011 2. Significant accounting policies (continued) Financial instruments (continued) (VI) Loans and receivables (continued) Appropriate allowances for estimated irrecoverable amounts are recognised in the consolidated income statement where there is objective evidence that the asset is impaired. The allowance recognised is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition. The allowance for doubtful debts reflects estimates of losses arising from the failure or inability of the Group’s customers to make required payments. The estimates are based on the ageing of customer’s accounts and the Group’s historical write-off experience. (VII) Cash and cash equivalents Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. (VIII) Financial liabilities Financial liabilities are classified as either financial liabilities ‘at fair value through profit or loss’ (“FVTPL”) or other financial liabilities. (IX) Financial guarantee contract liabilities Financial guarantee contract liabilities are measured initially at their fair values and are subsequently measured at the higher of: • the amount of the obligation under the contract, as determined in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets; and • the amount initially recognised less, where appropriate, cumulative amortisation recognised in accordance with the revenue recognition policies set out above. (X) Financial liabilities at FVTPL Financial liabilities are classified as at FVTPL where the financial liability is either held for trading or it is designated as such. A financial liability is classified as held for trading if it has been incurred principally for the purpose of disposal in the near future or it is a derivative that is not designated and effective as a hedging instrument. Financial liabilities at FVTPL are stated at fair value, with any resultant gain or loss recognised in the consolidated income statement. (XI) Other financial liabilities Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period. (XII) Derecognition of financial liabilities The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire. 81 (XIII) Derivative financial instruments The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange rate risk, including forward foreign exchange contracts, interest rate swaps and cross currency swaps. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. A derivative with a positive fair value is recognised as a financial asset whereas a derivative with a negative fair value is recognised as a financial liability. The Group does not designate any financial instruments as hedging instruments, and accordingly all resulting gains or losses arising from the remeasurement of derivatives are recognised in the consolidated income statement immediately. (XIV) Embedded derivatives Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks and characteristics are not closely related to those of host contracts and the host contracts are not measured at fair value with changes in fair value recognised in the consolidated income statement. (XV) Hedge accounting The Group designates certain hedging instruments, which include derivatives, embedded derivatives and non-derivatives in respect of foreign exchange risk, as either fair value hedges, cash flow hedges, or hedges of net investments in foreign operations. Hedges of foreign exchange risk on firm commitments are accounted for as cash flow hedges. At the inception of the hedge relationship, the entity documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether the hedging instrument is highly effective in offsetting changes in fair values or cash flows of the hedged item. (XVI) Put option arrangements The potential cash payments related to put options issued by the Group over the equity of subsidiary companies are accounted for as financial liabilities when such options may only be settled other than by exchange of a fixed amount of cash or another financial asset for a fixed number of shares in the subsidiary. The amount that may become payable under the option on exercise is initially recognised at fair value within borrowings with a corresponding charge directly to equity. The charge to equity is recognised separately as written put options over non-controlling interests, adjacent to non-controlling interests in the net assets of consolidated subsidiaries. For options that involve a fixed amount of cash for a fixed number of shares in the subsidiary, the Group recognises the cost of writing such put options, determined as the excess of the fair value of the option over any consideration received, as a financing cost. Such options are subsequently measured at amortised cost, using the effective interest rate method, in order to accrete the liability up to the amount payable under the option at the date at which it first becomes exercisable. The charge arising is recorded as a financing cost. In the event that the option expires unexercised, the liability is derecognised with a corresponding adjustment to equity. (XVII) Derecognition of financial assets The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire; or it transfers the financial asset or substantially all the risk and rewards of ownership to another entity. If the Group neither transfer nor retains substantially all the risks and reward of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received. 82 Financials continued Notes to the Consolidated Financial Statements continued for the year ended 31 December 2011 2. Significant accounting policies (continued) • long term growth rates in cash flows; • timing and quantum of future capital expenditure; and • the selection of discount rates to reflect the risks involved. Provisions Provisions are recognised when the Group has a present obligation as a result of a past event, and it is probable that the Group will be required to settle that obligation. Provisions are measured at the directors’ best estimate of the expenditure required to settle the obligation at the reporting date, and are discounted to present value where the effect is material. Transactions with non-controlling interests The Group applies a policy of treating transactions with non-controlling interest holders as transactions with parties external to the Group. Disposals to non-controlling interest holders result in gains and losses for the Group and are recorded in the consolidated income statement. Purchases from non-controlling interest holders result in goodwill, being the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary. Dividends Dividend distributions to the Group’s shareholders are recognised as a liability in the consolidated financial statements in the period in which the dividends are approved. The key assumptions used are detailed on Note 9 of the consolidated financial statements. A change in the key assumptions or forecasts might result in an impairment of goodwill and investment in associates. (III) Impairment of intangibles Impairment testing is an area involving management judgement, requiring assessment as to whether the carrying value of assets can be supported by the net present value of future cash flows derived from such assets using cash flow projections which have been discounted at an appropriate rate. In calculating the net present value of the future cash flows, certain assumptions are required to be made in respect of highly uncertain matters including management’s expectations of: • long term growth rates in cash flows; • timing and quantum of future capital expenditure; and • the selection of discount rates to reflect the risks involved. 3. Critical accounting judgements and key sources of estimation uncertainty In the application of the Group’s accounting policies, which are described in Note 2, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are disclosed below. (I) Fair value of other intangible assets On the acquisition of mobile network operators, the identifiable intangible assets may include licences, customer bases and brands. The fair value of these assets is determined by discounting estimated future net cash flows generated by the asset, where no active market for the assets exist. The use of different assumptions for the expectations of future cash flows and the discount rate would change the valuation of the intangible assets. The relative size of the Group’s intangible assets, excluding goodwill, makes the judgements surrounding the estimated useful lives critical to the Group’s financial position and performance. The useful lives used to amortise intangible assets relate to the future performance of the assets acquired and management’s judgement of the period over which economic benefit will be derived from the asset. (II) 83 Impairment of goodwill and associates Determining whether goodwill is impaired requires an estimation of the value-in-use of the cash-generating unit to which the goodwill has been allocated. The value-in-use calculation for goodwill and associates requires the Group to calculate the net present value of the future cash flows for which certain assumptions are required, including management’s expectations of: (IV) Property, plant and equipment Property, plant and equipment represents a significant proportion of the total assets of the Group. Therefore, the estimates and assumptions made to determine their carrying value and related depreciation are critical to the Group’s financial position and performance. The charge in respect of periodic depreciation is derived after determining an estimate of an asset’s expected useful life and the expected residual value at the end of its life. Increasing an asset’s expected life or its residual value would result in a reduced depreciation charge in the consolidated income statement. 4. Segmental information Information regarding the Group’s operating segments is set out below in accordance with IFRS 8 Operating Segments. IFRS 8 requires operating segments to be identified on the basis of internal reports that are regularly reviewed by the Group’s chief operating decision maker and used to allocate resources to the segments and to assess their performance. a) Products and services from which reportable segments derive their revenues The Group is engaged in a single line of business, being the supply of telecommunications services and related products. The majority of the Group’s revenues, profits and assets relate to its operations in the UAE. Outside of the UAE, the Group operates through its subsidiaries and associates in sixteen countries which are considered by the Group to be one international operating segment. Revenue is attributed to an operating segment based on the location of the Group company reporting the revenue. Inter-segment sales are charged at arms’ length prices. b) Segment revenues and results Segment results represent operating profit earned by each segment without allocation of finance income, finance costs and federal royalty. This is the measure reported to the Group’s Board of Directors (“Board of Directors”) and the Executive Committee for the purposes of resource allocation and assessment of segment performance. The Group’s share of results from associates and joint ventures has been allocated to the segments based on the geographical location of the operations of the associate and joint venture investments. The allocation is in line with how results from investments in associates and joint ventures are reported to the Board of Directors. 84 Financials continued Notes to the Consolidated Financial Statements continued for the year ended 31 December 2011 4. Segmental information (continued) b) c) Segment revenues and results (continued) The following is an analysis of the Group’s revenue and results by reportable segment: UAE AED’000 31 December 2011 Revenue External sales Inter-segment sales Total revenue Segment results 23,908,293 129,702 24,037,995 10,773,973 International AED’000 8,333,580 169,425 8,503,005 (332,136) Eliminations AED’000 (299,127) (299,127) - Federal royalty Finance income Finance costs Profit before tax Taxation Profit for the year Segment assets For the purposes of monitoring segment performance and allocating resources between segments, the Board of Directors and the Executive Committee monitors the tangible, intangible and financial assets attributable to each segment. All assets are allocated to reportable segments. Assets used jointly by reportable segments are allocated on the basis of the revenues earned by individual reportable segments. Consolidated AED’000 32,241,873 - 2010 AED’000 53,100,425 International 43,502,213 43,747,329 Total segment assets 96,827,786 96,847,754 (23,936,144) (21,240,624) 72,891,642 75,607,130 Eliminations 32,241,873 10,441,837 (5,839,019) 696,057 (663,375) 4,635,500 (25,352) 4,610,148 UAE 2011 AED’000 53,325,573 Consolidated total assets d) Other segment information UAE Federal royalty Finance income Finance costs Profit before tax Taxation Profit for the year 1,556,419 2,458,183 3,495,172 3,387,840 2,984,651 4,288,555 5,804,092 Staff costs 2011 AED’000 4,280,846 2010 AED’000 4,126,455 Direct cost of sales 5,950,554 4,970,927 Depreciation (Notes 10,11) 2,574,038 2,179,967 Amortisation (Note 9) 813,802 804,684 Regulatory expenses 922,251 899,186 Foreign exchange losses 216,430 192,564 Operating lease rentals 319,945 545,877 Repairs and maintenance 537,559 459,599 General financial expenses 1,291,401 1,111,838 Other operating expenses 3,057,618 3,254,428 19,964,444 18,545,525 5. Operating expenses and federal royalty 24,671,114 92,312 24,763,426 13,561,037 7,258,374 173,253 7,431,627 1,066,155 (265,565) (265,565) - 31,929,488 a) Operating expenses (before federal royalty) 31,929,488 14,627,192 (7,630,750) 917,578 (384,836) 7,529,184 (100,406) 7,428,778 Total operating expenses (before federal royalty) 85 Additions to non-current assets 2011 2010 AED’000 AED’000 1,830,372 2,308,920 1,796,615 International The UAE segment results include the impairment losses related to the Group’s goodwill in India (Note 9). This is because the UAE segment assets include investments in Etisalat DB. 31 December 2010 Revenue External sales Inter-segment sales Total revenue Segment results Depreciation and amortisation 2011 2010 AED’000 AED’000 1,591,225 1,428,232 86 Financials continued Notes to the Consolidated Financial Statements continued for the year ended 31 December 2011 5. Operating expenses and federal royalty (continued) b) 8. Taxation Federal royalty In accordance with the Cabinet decision No. 558/1 for the year 1991, the Corporation was required to pay a federal royalty, equivalent to 40% of its annual net profit before such federal royalty, to the UAE Government for use of federal facilities. With effect from 1 June 1998, Cabinet decision No. 325/28M for 1998 increased the federal royalty payable to 50%. The federal royalty has been treated as an operating expense in the consolidated income statement on the basis that the expenses the Corporation would otherwise have had to incur for the use of the federal facilities would have been classified as operating expenses. Current tax expense/(credit) Deferred tax (credit)/expense a) 6. Finance income Interest on bank deposits and held-to-maturity investment 2010 AED’000 507,192 Interest on loans to associates 295,414 315,384 42,204 95,002 696,057 917,578 Interest on bank overdrafts and loans 2011 AED’000 522,398 2010 AED’000 236,270 Interest payable on other borrowings 50,758 48,037 Unwinding of discount on payables related to investments and Licences 3,029 57,516 Other finance costs 87,190 43,013 663,375 384,836 664,094 405,481 (719) (20,645) 663,375 384,836 Other finance income 7. Finance costs Total borrowing costs Less: amounts included in the cost of qualifying assets (Note 10) All interest charges are generated on the Group’s financial liabilities measured at amortised cost. Borrowing costs included in the cost of qualifying assets during the year arose on specific and general borrowing pools. Borrowing costs attributable to general borrowing pools are calculated by applying a capitalisation rate of 10.7% (2010: 6%) to expenditure on such assets. Borrowing costs have been capitalised in relation to loans by certain of the Group’s subsidiaries. 87 Profit before tax Tax at the UAE corporation tax rate of 0% (2010: 0%) Effect of different tax rates of subsidiaries operating in other Jurisdictions Current tax expense/(credit) for the year b) 2010 AED’000 (26,115) (57,324) 126,521 25,352 100,406 Current tax Corporate income tax is not levied in the UAE for telecommunication companies and accordingly the effective tax rate for the Corporation is 0% (2010: 0%). The table below reconciles the difference between the expected tax expense of nil (2010: nil) (based on the UAE effective tax rate) and the Group’s tax charge for the year. Income earned on financial assets is as follows: 2011 AED’000 358,439 2011 AED’000 82,676 2011 AED’000 4,635,500 82,676 82,676 2010 AED’000 7,529,184 (26,115) (26,115) Deferred tax The following represent the major deferred tax liabilities recognised by the Group and movements thereon during the current and prior reporting period. At 1 January 2010 Charge to the consolidated income statement Exchange differences At 31 December 2010 (Credit)/charge to the consolidated income statement Exchange differences At 31 December 2011 Accelerated tax depreciation AED’000 538,464 84,271 107,514 730,249 (179,239) (42,573) 508,437 Deferred tax on overseas earnings AED’000 42,250 42,250 121,915 164,165 Total AED’000 538,464 126,521 107,514 772,499 (57,324) (42,573) 672,602 At the 31 December 2011, the Group has unused tax losses of AED 1,599 million (2010: AED 5,622 million) available for offset against future profits. A deferred tax asset has been recognised in respect of AED 1,090 million (2010: AED 296 million) of such losses. No deferred tax asset has been recognised in respect of the remaining AED 509 million (2010: AED 5,326 million) due to the unpredictability of future taxable profit streams. Included in unrecognised tax losses are losses of AED 695 million (2010: AED 3,932 million) that will expire within the next three years, AED nil (2010: AED 717 million) that will expire in the next four years. Other losses can be carried forward indefinitely. 88 Financials continued Notes to the Consolidated Financial Statements continued for the year ended 31 December 2011 9. Goodwill and other intangible assets a) Goodwill AED’000 Other ntangible assets AED’000 Total AED’000 3,127,914 (7,210) 3,120,704 16,499,676 259,339 (66,777) (758,353) 15,933,885 19,627,590 259,339 (66,777) (765,563) 19,054,589 - 2,849,202 804,684 (4,915) (144,683) 3,504,288 2,849,202 804,684 (4,915) (144,683) 3,504,288 Carrying amount At 31 December 2010 3,120,704 12,429,597 15,550,301 Cost At 1 January 2011 Additions Disposals Exchange differences At 31 December 2011 3,120,704 (7,121) 3,113,583 15,933,885 195,495 (55,352) (672,705) 15,401,323 19,054,589 195,495 (55,352) (679,826) 18,514,906 Accumulated amortisation and impairment At 1 January 2011 Charge for the year Impairment losses Disposals Exchange differences At 31 December 2011 1,240,690 1,240,690 3,504,288 813,802 975,465 (50,151) (119,704) 5,123,700 3,504,288 813,802 2,216,155 (50,151) (119,704) 6,364,390 Carrying amount At 31 December 2011 1,872,893 10,277,623 12,150,516 Cost At 1 January 2010 Additions Disposals Exchange differences At 31 December 2010 Accumulated amortisation At 1 January 2010 Charge for the year Disposals Exchange differences At 31 December 2010 Other intangible assets include licences, software and IRUs having net book values of AED 9,451 million (2010: AED 11,624 million), AED 367 million (2010: AED 414 million), and AED 459 million (2010: AED 391 million), respectively. Financial guarantees are secured against licenses with a net book value of AED nil ( 2010: AED 250 million). These licenses were fully impaired during 2011. 89 Cash generating units Goodwill acquired in a business combination is allocated, at acquisition, to the CGUs that are expected to benefit from that business combination. The Group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired. The carrying amount of goodwill (all relating to operations within the Group’s International reportable segment) is allocated to the following CGUs: Atlantique Telecom, S.A. (“AT”) Etisalat DB Telecom Private Limited (“Etisalat DB”) Canar Telecommunications Co. Limited Etisalat Misr (Etisalat) S.A.E Zanzibar Telecom Limited (“Zantel”) Etisalat Lanka (Pvt) Limited (“Etisalat Lanka”) 2011 AED’000 1,253,530 337,130 31,215 44,896 206,122 1,872,893 2010 AED’000 1,256,802 1,243,337 337,130 32,417 44,896 206,122 3,120,704 As a result of the Indian Supreme Court ruling on 2 February 2012 relating to the cancellation of 2G licenses issued from 2008 onwards and as a consequence of the significant uncertainties surrounding its Indian operation, Etisalat management recognised an impairment charge of AED 3,044 million before Federal royalty against the full carrying value of goodwill of AED 1,227 million and the Indian operations - “Etisalat DB” net assets comprising of “licenses and other intangibles” amounting to AED 989 million and “plant and equipment” of AED 828 million (Note 10). The Corporation’s share of this charge after Federal royalty amounts to AED 1,020 million. The Corporation continues to assess its strategic options concerning its operations in India. b) Key assumptions for the value in use calculations With the exception of Etisalat DB, the recoverable amount of all of the Group’s CGUs has been determined with respect to their value in use. The key assumptions for the value in use calculations are those regarding the long term forecast cash flows, discount rates and capital expenditure. (i) Long term cash flows The Group prepares cash flow forecasts derived from the most recent annual business plan approved by management for each location for the next five years. The business plans take into account local market considerations such as the revenues and costs associated with future customer growth, the impact of local market competition and consideration of the local macro-economic and political trading environment. These cash flows are sometimes extrapolated beyond this period, up to a maximum of ten years. This rate does not exceed the average long-term growth rate for the relevant markets and it ranges between 2% to 8.6% (2010: 2% to 8.6%). (ii) Discount rates The discount rates applied to the cash flows of each of the Group’s operations are based on an external third party study conducted by the Group’s bankers. The study utilised market data and information from comparable listed mobile telecommunications companies and where available and appropriate, across a specific territory. The pre-tax discount rates use a forward looking equity market risk premium and ranges between 11.8% to 17.9% (2010: 13.1% to 19%). (iii) Capital expenditure The cash flow forecasts for capital expenditure are based on past experience and include the ongoing capital expenditure required to roll out networks in emerging markets, to provide enhanced voice and data products and services and to meet the population coverage requirements of certain licences of the Group. Capital expenditure includes cash outflows for the purchase of property, plant and equipment and computer software. 90 Financials continued Notes to the Consolidated Financial Statements continued for the year ended 31 December 2011 10. Property, plant and equipment Buildings AED’000 Plant and equipment AED’000 Motor vehicles, computers, furniture AED’000 3,370,034 264,014 120,830 (42,396) (7,313) 3,705,169 21,556,599 1,556,784 1,857,382 (289,963) (242,654) 24,438,148 2,054,978 326,901 281,638 (62,015) (82,648) 2,518,854 6,191,111 3,661,068 (2,403,034) 12,595 7,461,740 33,172,722 5,544,753 120,830 (394,374) (320,020) 38,123,911 Accumulated depreciation and impairment At 1 January 2010 1,874,643 Charge for the year 157,385 Transfer - investment property 12,060 Impairment losses Disposals (339) Exchange differences (1,784) At 31 December 2010 2,041,965 12,306,836 1,697,618 (243,272) (55,270) 13,705,912 1,405,857 318,844 (62,015) (21,844) 1,640,842 59,833 59,833 15,587,336 2,173,847 12,060 59,833 (305,626) (78,898) 17,448,552 Cost At 1 January 2010 Additions Transfers Transfer - investment property Disposals Exchange differences At 31 December 2010 Assets under construction AED’000 Total AED’000 Carrying amount At 31 December 2010 1,663,204 10,732,236 878,012 7,401,907 20,675,359 Cost At 1 January 2011 Additions Transfers Transfer - investment property Disposals Exchange differences At 31 December 2011 3,705,169 15,298 28,680 3,031 (1,192) (15,957) 3,735,029 24,438,148 427,830 3,251,847 (630,874) (421,598) 27,065,353 2,518,854 97,495 311,040 (35,825) (82,753) 2,808,811 7,461,740 3,552,437 (3,591,567) (275,858) 7,146,752 38,123,911 4,093,060 3,031 (667,891) (796,166) 40,755,945 Accumulated depreciation and impairment At 1 January 2011 2,041,965 Charge for the year 166,890 Transfer - investment property 519 Impairment losses (Note 9) Disposals (697) Exchange differences (1,955) At 31 December 2011 2,206,722 Carrying amount At 31 December 2011 91 The carrying amount of the Group’s buildings includes a nominal amount of AED 1 (2010: AED 1) in relation to land granted to the Group by the Government. There are no contingencies attached to this grant and as such no additional amounts have been included in the consolidated income statement or the consolidated statement of financial position in relation to this. 1,528,307 An amount of AED 0.72 million (2010: AED 20.6 million) is included in property, plant and equipment on account of capitalisation of borrowing costs for the year. Borrowings are secured against property, plant and equipment with a net book value of AED 3,175 million (2010: AED 3,910 million). Assets under construction include multiplex equipment, line plant, exchange and network equipment. 11. Investment property Investment property, which is property held to earn rentals and/or for capital appreciation, is stated at depreciated cost and included separately under non-current assets in the consolidated statement of financial position. 2011 AED’000 2010 AED’000 Cost At 1 January Additions Transfer to property, plant and equipment At 31 December 54,770 430 (3,031) 52,169 175,600 (120,830) 54,770 Accumulated depreciation At 1 January Charge for the year Transfer to property, plant and equipment At 31 December Carrying amount at 31 December Fair value at 31 December 6,860 3,053 (519) 9,394 42,775 59,720 12,800 6,120 (12,060) 6,860 47,910 63,233 The fair value of the Group’s investment property at 31 December 2011 has been arrived at on the basis of a valuation carried out by internal valuers that are not independent from the Corporation. The property rental income earned by the Group from its investment property, all of which is leased out under operating leases, amounted to AED 16.2 million (2010: AED 15.0 million). 13,705,912 2,006,522 827,911 (555,241) (96,775) 15,888,329 1,640,842 397,573 (14,811) (36,538) 1,987,066 59,833 59,833 17,448,552 2,570,985 519 827,911 (570,749) (135,268) 20,141,950 11,177,024 821,745 7,086,919 20,613,995 Direct operating expenses arising on the investment property in the period amounted to AED 1.2 million (2010: AED 5.2 million). 92 Financials continued Notes to the Consolidated Financial Statements continued for the year ended 31 December 2011 12. Subsidiaries b) Movement in investment in associates The Group’s principal subsidiaries at 31 December 2011 and 31 December 2010 were as follows: Name Emirates Telecommunications and Marine Services FZE Emirates Cable TV and Multimedia LLC Etisalat International Pakistan LLC E-Marine PJSC EDCH FZE Etisalat Services FZE Etisalat Services Holding LLC Etisalat Software Solutions (Private) Limited Zanzibar Telecom Limited Canar Telecommunications Co. Limited Etisalat International Nigeria Limited Etisalat International Indonesia Limited Etisalat Afghanistan Etisalat DB Telecom Private Limited Etisalat Misr S.A.E Atlantique Telecom S.A. Etisalat Benin Etisalat Lanka (Pvt.) Limited 100% 90% Net book amount at 1 January 2010 Dividends Share of results Loss on dilution of shareholding Reclassification of loan AED’000 15,622,490 (335,026) 1,385,073 (149,866) (451,639) 100% 100% 100% 100% 100% Net book amount at 31 December 2010 Share of results Dividends Tax on dividend Net book amount at 31 December 2011 16,071,032 1,572,204 (743,625) 11,766 16,911,377 Country of incorporation Jebel Ali Free Zone, Dubai Principal activity Telecommunications services Percentage shareholding 100% UAE UAE Cable television services Holds investment in Pakistan Telecommunication Co. Ltd Submarine cable activities Data management services Management services Infrastructure services Technology solutions UAE Jebel Ali Free Zone, Dubai Jebel Ali Free Zone, Dubai Abu Dhabi India Tanzania Republic of Sudan Jebel Ali Free Zone, Dubai Jebel Ali Free Zone, Dubai Afghanistan India Egypt Cote d’Ivoire Benin Sri Lanka Telecommunications services Telecommunications services Holds investment in Emerging Market Telecommunications Services B.V. (Netherlands) Holds investment in PT XL Axiata TBK Telecommunications services Telecommunications services Telecommunications services Telecommunications services Telecommunications services Telecommunications services 65% 89% 100% Share of losses from EMTS amounting to AED 357 million (2010: AED 136 million) have been offset against loans due from associates as the investment in associate has already been fully written down by prior year losses. The investment in associates include an amount of AED 2,937 million related to PTCL for which the consideration has not been paid and is included in the payables related to investments as disclosed in Note 23. 100% 100% 44.7%* 66% 100% 100% 100% c) Aggregated amounts relating to associates Total assets Total liabilities Net assets of associates Total revenue Total results of associates * The Group accounts for the investment in Etisalat DB Telecom Private Limited as a subsidiary as it exercises control. 2011 AED’000 68,084,706 (41,499,143) 26,585,563 34,111,315 4,815,665 2010 AED’000 62,600,678 (38,099,857) 24,500,821 28,770,765 4,630,615 13. Investment in associates a) The aggregation above comprises the results and financial position of all associates as at 31 December 2011, with the exception of PTCL whose results and financial position for the year ended 30 June 2011 have been included. Associates at 31 December 2011 Name Pakistan Telecommunication Company Limited (“PTCL”) Etihad Etisalat Company (“Mobily”) Thuraya Telecommunications Company PJSC (“Thuraya”) PT XL Axiata Tbk (“PEPT”) Emerging Markets Telecommunications Services Limited * (“EMTS Nigeria”) Country of incorporation Pakistan Principal activity Telecommunications services Percentage shareholding 26% Saudi Arabia UAE Telecommunications services Satellite communication services 27% 28% Indonesia Nigeria Telecommunications services Telecommunications services 13% 40% d) Market value of associates The shares of two of the Group’s associates are quoted on public stock markets, the market value of the Group’s shareholding is as follows: Etihad Etisalat Company PT XL Axiata TBK 2011 AED’000 9,884,470 2,032,833 2010 AED’000 10,407,538 2,400,895 * Although the shares of PEPT are listed, trading in the shares is minimal, therefore in management’s view, the market value does not represent the fair value to the Group. * The subsidiary of Emerging Markets Telecommunications Services B.V. (“EMTS”) incorporated in Netherlands 93 94 Financials continued Notes to the Consolidated Financial Statements continued for the year ended 31 December 2011 13. Investment in associates (continued) e) c) Significant influence judgements (i) Pakistan Telecommunication Company Limited The Corporation, through its majority owned subsidiary Etisalat International Pakistan LLC (“EIP”), owns the entire 1.326 billion Class B shares of PTCL. These Class B shares represent 26% of PTCL’s issued capital and, in accordance with PTCL’s Articles of Association, provide the Corporation with 53% of the voting rights. Under the terms of the Shareholders Agreement between EIP and the Government of Pakistan (“GOP”), EIP has the right to appoint five of the nine members of the Board of Directors of PTCL in addition to the appointment of certain key management personnel. However, management believes that there are certain control impediments, including but not limited to restrictions on the Corporation’s financial and operating decision making ability, and because of these, PTCL has been accounted for as an associate using the equity method. Management believes that some or all of these control impediments may be alleviated in the future which may result in the consolidation of PTCL. (ii) PT XL Axiata TBK The Corporation holds 13.3% (2010: 13.3%) of the paid-up capital of PEPT. The Corporation exercises significant influence over PEPT by virtue of its representation on the Board of Commissioners and accordingly, it is accounted for as an associate. The Group has not identified any contingent liabilities or capital commitments in relation to its interest in associates, nor do the associates themselves have any contingent liabilities or capital commitments for which the Group is contingently liable. f) Joint ventures at 31 December 2011 Name Ubiquitous Telecommunications Technology LLC Smart Technology Services DWC – LLC b) Group’s share of current assets Group’s share of non-current assets Group’s share of current liabilities Group’s share of non-current liabilities Group’s share of net assets in joint ventures Ventures Group’s share of income in joint ventures Group’s share of expenditure in joint ventures Ventures Group’s share of results in joint ventures Country of incorporation UAE Principal activity Installation and management of network systems DWC Free Zone, Dubai, UAE ICT services Percentage shareholding 50% 50% Movement in investment in joint ventures Net book amount at 1 January Share of results Net book amount at 31 December 2011 AED’000 94,037 (5,966) 88,071 2010 AED’000 99,921 (5,884) 94,037 2011 AED’000 23,644 75,769 (11,289) (53) 88,071 2010 AED’000 31,570 73,969 (11,502) 94,037 12,689 (18,655) (5,966) 26,642 (32,526) (5,884) The Group has not identified any contingent liabilities or capital commitments in relation to its interest in joint ventures, nor do the joint ventures themselves have any contingent liabilities or capital commitments for which the Group is contingently liable. 15. Other investments Other investments comprise of the following, all of which are classified as available for sale, with the exception of the Sukuk, which is classified as held-to-maturity investment. Key assumptions for the value in use calculation The key assumptions for the value in use calculations for investment in associates are as disclosed in Note 9. 14. Investment in joint ventures a) Aggregated amounts relating to joint ventures At 1 January 2010 Additions Investment revaluation At 31 December 2010 Additions Investment revaluation Exchange differences At 31 December 2011 Quoted equity investments AED’000 345,995 341 346,336 (59,560) 286,776 Un-quoted equity investments AED’000 55,662 23,292 78,954 541 (1,465) 78,030 Sukuk AED’000 91,850 91,850 91,850 Total AED’000 493,507 23,292 341 517,140 541 (59,560) (1,465) 456,656 Quoted equity investments represent investments in listed equity securities that present the Group with opportunity for return through dividend income and capital growth. These shares are not held for trading. The fair values of these equity securities are derived from quoted prices in active markets for identical assets, which, in accordance with the fair value hierarchy within IFRS 7 Financial Instruments: Disclosure, represent Level 1 fair values. Non-quoted equity investments include those made by AT. amounting to AED 60.6 million (2010: AED 61.5 million). These investments are carried at cost as they are unquoted equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured. The Sukuk is a bond structured to conform with the principles of Islamic Sharia law. At 31 December 2011, the market value of this investment was AED 90 million (2010: AED 84 million). 95 96 Financials continued Notes to the Consolidated Financial Statements continued for the year ended 31 December 2011 16. Related party transactions and balances (ii) Thuraya Telecommunications Company PJSC The Corporation provides a primary gateway facility to Thuraya including maintenance and support services. The Corporation receives annual income from Thuraya in respect of these services. Transactions between the Corporation and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Transactions between the Group and its associates are disclosed below. a) (iii) Pakistan Telecommunication Company Limited Pursuant to the shareholders agreement entered into between Etisalat International Pakistan and the Government of Pakistan dated 12 April 2006, the Corporation entered into an agreement for the provision of technical services and know-how (“the PTCL Agreement”) with PTCL with effect from 10 October 2006. Under the terms of the PTCL Agreement, the Corporation is entitled to an annual service fee of 3.5% of the gross consolidated revenue of PTCL for that year. Initially the Agreement was valid for a period of 5 years and limits the fee to US$ 50 million per annum and has been renewed with the same terms and conditions. Federal Government and state controlled entities As stated in Note 1, in accordance with Federal Law No. 267/10 for 2009, the Federal Government of the UAE transferred its 60% holding in the Corporation to the Emirates Investment Authority with effect from 1 January 2008, which is ultimately controlled by the UAE Federal Government. The Group provides telecommunication services to the Federal Government (including Ministries and local bodies). These transactions are at normal commercial terms. The credit period allowed to Government customers ranges from 90 to 120 days. At 31 December 2011, trade receivables include an amount of AED 680 million (2010: AED 297 million), receivable from Federal Ministries and local bodies. See Note 5 for disclosure of the royalty payable to the Federal Government of the UAE. (iv) Emerging Markets Telecommunications Services B.V. Amounts invoiced by the Corporation relate to annual management fees, fees for staff secondments and other services. In accordance with IAS 24 (revised 2009) Related Party Disclosures the Group has elected not to disclose transactions with the UAE Federal Government and other entities over which the Federal Government exerts control, joint control or significant influence. The nature of the transactions that the Group has with such related parties is the provision of telecommunication services. b) In 2010, the Corporation advanced a loan of AED 1.7 billion to EMTS B.V. EMTS B.V. has advanced a loan to its subsidiary EMTS Nigeria. EMTS B.V.’s loan to EMTS Nigeria was subordinated in 2011 as a result of an external borrowing arrangement entered into by EMTS Nigeria. Joint ventures and associates Associates 2011 2010 AED million AED million Trading transactions Telecommunication services – sales Telecommunication services – purchases Management and other services Net amount due from/(to) related parties Loans to related parties Interest income Amount due from related party 200.2 205.0 392.9 397.0 220.1 383.5 421.4 246.3 493.6 3,891.0 315.4 3,344.9 Joint ventures 2011 2010 AED million AED million 4.3 (3.8) - 2.1 1.1 - Sales to related parties comprise management fees and the provision of telecommunication products and services (primarily voice traffic and leased circuits) by the Group. Purchases relate exclusively to the provision of telecommunication products and services by associates to the Group. The principal management and other services provided to the Group’s associates are set out below: (i) Etihad Etisalat Company Pursuant to the Communications and Information Technology Commission’s (CITC) licensing requirements, EEC (then under incorporation) entered into a management agreement (“the Agreement”) with the Corporation as its operator from 23 December 2004. Amounts invoiced by the Corporation relate to annual management fees, fees for staff secondments and other services provided under the Agreement. The term of the Agreement is for a period of seven years and can be automatically renewed for successive periods of five years unless the Corporation serves a 12 month notice of termination or EEC serves a 6 month notice of termination prior to the expiry of the applicable period. c) Remuneration of key management personnel The remuneration of the Board of Directors, who are the key management personnel of the Group, is set out below in aggregate for the category specified in IAS 24 Related Party Disclosures. Short-term benefits 2011 AED’000 19,626 2010 AED’000 28,261 2011 AED’000 2010 AED’000 13,294 13,294 (621) 12,673 13,294 13,294 26,588 (1,835) 24,753 12,673 12,673 12,080 12,673 24,753 17. Finance lease receivables Amounts receivable under finance leases: Minimum lease payments: Within one year In the second to fifth years inclusive Less: unearned finance income Present value of minimum lease payments receivable Present value of minimum lease payments: Within one year (current) In the second to fifth years inclusive (non-current) The Group holds a finance lease arrangement in relation to building and installations in the UAE leased out to Thuraya, an associate of the Group. The interest rate inherent in the leases is fixed at the contract date for all of the lease term. The average effective interest rate contracted approximates to 4.9% per annum (2010: 4.9% per annum). The directors consider that the carrying amount of the Group’s finance lease receivables approximates to their fair value. 97 98 Financials continued Notes to the Consolidated Financial Statements continued for the year ended 31 December 2011 18. Inventories Subscriber equipment Maintenance and consumables 2011 AED’000 293,736 51,483 345,219 2010 AED’000 232,810 83,451 316,261 2011 AED’000 5,416,944 (1,257,814) 4,159,130 2,058,779 421,061 584,576 1,509,169 8,732,715 2010 AED’000 5,287,329 (1,217,695) 4,069,634 2,147,034 303,338 639,507 1,288,569 8,448,082 The Group’s credit period ranges between 30 and 120 days (2010: 30 and 120 days). The Group provides for all past due trade receivables and as such there were no past due receivables not considered for impairment as at 31 December 2011. Out of the past due receivables of AED 2,842 million (2010: AED 3,043 million), the Group provided for an amount of AED 1,258 million (2010: AED 1,218 million) based on its assessment of the credit quality of the amounts due. It was assessed that a portion of the past due receivables is expected to be recovered. 2011 AED’000 2010 AED’000 1,217,695 865,995 40,119 351,700 1,257,814 1,217,695 Movement in allowance for doubtful debts Opening balance as at 1 January Net increase in allowance for doubtful debts Closing balance as at 31 December Interest is earned on these deposits at prevailing market rates. Cash and cash equivalents include an amount of AED 2,089 million (2010: AED 2,633 million) representing bank and cash balances of the Corporation’s subsidiaries maintained overseas of which AED 602 million is restricted. 21. Trade and other payables 19. Trade and other receivables Amount receivable for the services rendered Allowance for doubtful debts Net trade receivables Amounts due from other telecommunication administrations Prepayments Accrued income Other receivables Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three months or less. These are denominated primarily in UAE Dirham, with financial institutions and banks. The carrying amount of these assets approximates to their fair value. No interest is charged on the receivables. With respect to the amount receivable from the services rendered the Group holds AED 317 million (2010: AED 344 million) of collateral in the form of cash deposits from customers. Included within current liabilities: Federal royalty Trade payables Amounts due to other telecommunication administrations Deferred revenue Other payables 2011 AED’000 2010 AED’000 5,839,019 2,693,491 1,720,034 1,255,586 6,436,467 17,944,597 7,630,750 2,441,976 1,657,874 1,216,437 7,131,177 20,078,214 554,327 97,475 651,802 1,046,699 43,070 1,089,769 Included within non-current liabilities: Trade payables Other payables Federal royalty for the year ended 31 December 2011 is to be paid on a monthly basis to the Ministry of Finance and Industry, UAE after the first quarter of 2012. “Amounts due to other telecommunication administrations” include interconnect balances with related parties. 22. Borrowings The carrying value and estimated fair value of the Group’s bank and other borrowings (measured at amortised cost) are as follows: Fair value 2011 2010 AED’000 AED’000 Bank borrowings Bank overdrafts Bank loans Carrying value 2011 2010 AED’000 AED’000 91,584 5,192,847 85,347 4,608,105 91,584 5,361,208 85,347 4,292,689 277,074 374,327 8,507 5,944,339 593,740 896,366 8,754 6,192,312 277,074 374,327 8,507 6,112,700 583,311 6,696,011 547,722 873,277 8,453 5,807,488 592,182 6,399,670 “Amounts due from other telecommunication administrations” include interconnect balances with related parties. 20. Cash and cash equivalents Cash and cash equivalents 2011 AED’000 9,971,647 2010 AED’000 10,276,744 Other borrowings Loans from non-controlling interests Vendor financing Other Advances from non-controlling interests The fair values of the Group’s bank and other borrowings are calculated using discounted cash flows using an appropriate discount factor for similar financial instruments that includes credit risk. 99 100 Financials continued Notes to the Consolidated Financial Statements continued for the year ended 31 December 2011 22. Borrowings (continued) a) Advances from non-controlling interests represent advances paid by the minority shareholder of Etisalat International Pakistan LLC towards the Group’s acquisition of its 26% stake in PTCL, net of repayments. The amount is interest free, does not have any fixed repayment terms, and is not repayable within 12 months of the reporting date and accordingly, the full amount is carried in non-current liabilities. The fair value of advances from non-controlling interests is not equivalent to its carrying value due to the fact that it is non-interest bearing. However, as there is no repayment date, a fair value cannot be reasonably determined. Disclosed as: 2011 AED’000 2,435,092 4,260,919 6,696,011 Due for settlement within 12 months Due for settlement after 12 months 2010 AED’000 1,195,071 5,204,599 6,399,670 External borrowings of AED 5,579 million (2010: AED 3,910 million) are secured by property, plant and equipment. The terms and conditions of the Group’s bank and other borrowings are as follows: Year of Currency maturity Secured bank loan EGP 2012-2016 Secured bank loan USD 2012-2015 Secured bank loan INR 2012 Secured bank loan EUR 2012 Advances from non-controlling interests USD N/A Secured vendor financing USD 2012-2014 Secured bank loan USD 2012-2014 Unsecured loans from minority partners EGP 2012-2015 Secured bank loan EUR 2012-2015 Unsecured bank loan USD 2013 Secured bank loan USD 2012-2017 Unsecured bank overdrafts USD 2012 Secured bank loans EUR 2012-2014 Unsecured bank overdrafts LKR 2012 Unsecured loans from other telecoms operators EGP 2012 Unsecured bank overdrafts EUR 2012 Secured bank loan USD 2012 Other Various Various Secured bank loan EGP 2011 Secured bank loan USD 2011 Secured vendor financing USD 2012 Secured bank loan EGP 2011 Unsecured bank overdraft USD 2011 101 Interest rate type Variable Variable Fixed Variable N/A Fixed Variable Fixed Variable Variable Variable Fixed Fixed Variable Fixed Fixed Variable Various Variable Variable Variable Fixed Variable Carrying value Nominal 2011 2010 interest rate AED’000 AED’000 Mid Corridor +1.4% 1,793,897 LIBOR +2.9% 1,096,134 14.3% 977,869 630,871 EURIBOR +8.7% 593,738 607,628 N/A 583,311 592,182 5.0% 374,263 462,642 LIBOR +4.8% 314,039 231,374 10.0% 277,074 547,722 EURIBOR +4.9% 227,290 LIBOR +1.3% 174,003 LIBOR +6.2% 127,232 64,072 3.3% - 4.8% 54,253 71,957 9.0% - 11.0% 51,362 102,362 LIBOR +1.0% 26,821 8.0% 10.0% - 14.5% LIBOR +5.5% Various Mid Corridor +0.5% LIBOR +0.8% LIBOR +2.1% 10.0% LIBOR +4.5% 8,506 7,958 5,643 2,618 6,696,011 8,284 10,546 11,933 1,212 1,519,510 1,104,805 410,635 19,091 2,844 6,399,670 b) Interest rates The weighted average interest rate paid during the year on bank and other borrowings is set out below: Bank borrowings 2011 8.9% 2010 7.1% Other borrowings 7.1% 4.1% Available facilities At 31 December 2011, the Group had available AED 2,101 million (2010: AED 1,149 million) of undrawn committed borrowing facilities in respect of which all conditions precedent had been met. 23. Payables related to investments and licence Current AED’000 Non-current AED’000 Total AED’000 31 December 2011 Investments Etisalat International Pakistan LLC Atlantique Licence Republic of Benin 2,936,654 11,022 - 2,936,654 11,022 19,564 2,967,240 - 19,564 2,967,240 31 December 2010 Investment Etisalat International Pakistan LLC Licence Republic of Benin 2,936,654 - 2,936,654 19,363 2,956,017 19,841 19,841 39,204 2,975,858 According to the terms of the share purchase agreement between Etisalat International Pakistan LLC and the Government of Pakistan (“GOP”) payments of AED 6,612 million (2010: AED 6,612 million) have been made to GOP with the balance of AED 2,937 million (2010: AED 2,937 million) to be paid. The amounts payable are being withheld pending completion of certain conditions in the share purchase agreement related to the transfer of certain assets to PTCL. All amounts payable on acquisitions are financial liabilities measured at amortised cost and are mostly denominated in either USD or AED and thus do not result in significant exchange rate risk. 102 Financials continued Notes to the Consolidated Financial Statements continued for the year ended 31 December 2011 24. Finance lease obligations Minimum lease payments 2011 2010 AED’000 AED’000 Amounts payable under finance leases Within one year In the second to fifth years inclusive After five years Less: future finance charges Present value of lease obligations 88,720 61,020 149,740 (35,473) 114,267 Disclosed as: Amounts due within 12 months Amounts due after 12 months 55,615 199,975 45,130 300,720 (61,858) 238,862 Present value of minimum lease payments 2011 2010 AED’000 AED’000 59,261 55,006 114,267 107,277 129,778 1,807 238,862 66,725 172,137 238,862 It is the Group’s policy to lease certain of its plant and machinery under finance leases. The average lease term is 1 year (2010: 2 years). For the year ended 31 December 2011, the average effective borrowing rate was 12.7% (2010: 12.6%). The fair value of the Group’s lease obligations is approximately equal to their carrying value. 25. Provisions At 1 January 2010 Additional provision in the year Utilisation of provision Release of provision Reclassification Unwinding of discount At 31 December 2010 Additional provision in the year Utilisation of provision Release of provision Reclassification from accruals Unwinding of discount Exchange differences At 31 December 2011 Included in current liabilities Included in non-current liabilities 103 Retirement provision AED’000 1,725 (1,725) - “Other” includes provisions relating to certain indirect tax liabilities and other regulatory related items arising from certain Group’s overseas subsidiaries. 26. Financial instruments Details of the significant accounting policies and methods adopted (including the criteria for recognition, the basis of measurement and the bases of recognition of income and expenses) for each class of financial asset and financial liability are disclosed in Note 2. Capital management The Group’s capital structure is as follows: 59,261 55,006 114,267 Asset retirement obligations AED’000 39,891 19,684 (8) 484 60,051 5,164 10,518 367 (2,050) 74,050 Asset retirement obligations relate to certain assets held by certain Group’s overseas subsidiaries that will require restoration at a future date that has been approximated to be equal to the end of the useful economic life of the assets. There are no expected reimbursements for these amounts. Other AED’000 58,364 123,380 28,710 210,454 580,986 (250,532) (150,442) 514,067 692 (20,875) 884,350 Total AED’000 99,980 143,064 (8) (1,725) 28,710 484 270,505 586,150 (240,014) (150,442) 514,067 1,059 (22,925) 958,400 2011 AED’000 778,494 179,906 958,400 2010 AED’000 181,961 88,544 270,505 Bank borrowings Other borrowings Finance lease obligations Cash and cash equivalents Net funds Total equity Capital 2011 AED’000 (5,452,792) (1,243,219) (114,267) 9,971,647 3,161,369 (41,703,851) (38,542,482) 2010 AED’000 (4,378,036) (2,021,634) (238,862) 10,276,744 3,638,212 (42,565,325) (38,927,113) The capital structure of the Group consists of bank and other borrowings, finance lease obligations, cash and cash equivalents and total equity comprising share capital, reserves and retained earnings. The Group monitors the balance between equity and debt financing and establishes internal limits on the maximum amount of debt relative to earnings. The limits are assessed, and revised as deemed appropriate, based on various considerations including the anticipated funding requirements of the Group and the weighted average cost of capital. The overall objective is to maximise returns to its shareholders through the optimisation of the net debt and equity balance. The Group is not subject to any externally imposed capital requirements. Categories of financial instruments The Group’s financial assets and liabilities consist of the following at 31 December 2011: Financial assets Loans and receivables, held at amortised cost: Loans to/due from associates and joint ventures Finance lease receivables Trade and other receivables, excluding prepayments Available-for-sale financial assets Held-to-maturity investments Cash and cash equivalents 2011 AED’000 2010 AED’000 3,262,184 12,673 8,311,654 11,586,511 364,806 91,850 9,971,647 22,014,814 3,224,046 24,753 8,144,744 11,393,543 425,290 91,850 10,276,744 22,187,427 104 Financials continued Notes to the Consolidated Financial Statements continued for the year ended 31 December 2011 26. Financial instruments (continued) Categories of financial instruments (continued) Financial liabilities Other financial liabilities held at amortised cost: Trade and other payables, excluding deferred revenue Borrowings Payables related to investments and licences Finance lease obligations Derivative financial instruments 2011 AED’000 2010 AED’000 17,340,813 6,696,011 2,967,240 114,267 354,861 27,473,192 19,951,546 6,399,670 2,975,858 238,862 382,145 29,948,081 Derivative financial instruments represent the fair value of a written put option over the equity of an overseas subsidiary. Financial risk management objectives The Group’s corporate finance function has overall responsibility for monitoring the domestic and international financial markets and managing the financial risks relating to the operations of the Group. Any significant decisions about whether to invest, borrow funds or purchase derivative financial instruments are approved by either the Executive Committee or the Board of Directors of either the Corporation or of the individual subsidiary. The Group’s risk includes market risk, credit risk and liquidity risk. Market risk The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates, interest rates and price risks on equity investments. From time to time, the Group will use derivative financial instruments to hedge its exposure to currency risk. There has been no change to the Group’s exposure to market risks or the manner in which it manages and measures the risk during the year. Foreign currency risk The Group has limited transactional exposure to exchange rate risk as it generally enters into contracts in the functional currency of the entity. These currencies include Indian Rupee, Nigerian Naira, Egyptian Pounds, Pakistani Rupee, Indonesian Rupiah and CFA Francs. The Group also enters into contracts in USD and in Euros and as these currencies are pegged to AED and CFA respectively it results in limited exposure. At 31 December 2011, the Group has financial assets and liabilities in its Egyptian and Indian subsidiaries that were in USD and other limited financial liabilities in Tanzania that are in currencies other than its respective functional currency. In instances where the Group has a foreign currency transactional exposure, it considers whether to purchase derivative financial instruments to manage the exposure and reassess this conclusion based on the level of exposure. The Group’s exposure to transactional exchange rate risk has not historically resulted in material impacts on profitability. In addition to transactional foreign currency exposure, the Group is exposed to risk upon the translation of the Group’s foreign subsidiaries into AED. The Group recognises the impact of the translation as a movement in equity. Foreign currency sensitivity The following table presents the Group’s sensitivity to a 10 per cent change in the Dirham against the Egyptian Pound, the Indian Rupee and the Euro. These three currencies account for a significant portion of the impact of net profit, which is considered to materially occur through cash and borrowings within the Group’s financial statements in respect of subsidiaries and associates whose functional currency is not the Dirham. The impact has been determined by assuming a strengthening in the foreign currency exchange of 10% upon closing foreign exchange rates. A positive number indicates an increase in the net cash and borrowings balance if the AED/USD were to strengthen against the foreign currency. 105 Increase in profit/(loss) for the year and increase/(decrease) in equity Egyptian pounds Indian Rupees Euros 2011 AED’000 2010 AED’000 136,214 33,106 51,160 323,659 169,310 95,723 Interest rate risk The Group is exposed to interest rate risk as entities in the Group borrow funds at both fixed and floating interest rates. The Group monitors the market interest rates in comparison to its current borrowing rates and determines whether or not it believes it should take action related to the current interest rates. This includes a consideration of the current cost of borrowing, the projected future interest rates, the cost and availability of derivate financial instruments that could be used to alter the nature of the interest and the term of the debt and, if applicable, the period for which the interest rate is currently fixed. Interest rate sensitivity Based on the borrowings outstanding at 31 December 2011, if interest rates had been 2% higher or lower during the year and all other variables were held constant, the Group’s net profit and equity would have decreased or increased by AED 87 million (2010: AED 79.9 million). This impact is primarily attributable to the Group’s exposure to interest rates on its variable rate borrowings. The Group’s sensitivity to interest rate has not changed significantly during the year. Other price risk The Group is exposed to equity price risks arising from its equity investments. Equity investments are held for strategic rather than trading purposes. The Group does not actively trade these investments. See Note 15 for further details on the carrying value of these investments. The Group’s sensitivity to other prices has not changed significantly during the year. Credit risk management Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in financial loss to the Group and arises principally from the Group’s bank balances and trade and other receivables. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group’s exposure and the credit ratings of its counterparties are monitored and the aggregate value of transactions concluded is spread amongst approved counterparties. For its bank balance, the Group considers various factors in determining with which banks to invest its money including whether the bank is owned by and/or has received government support, the rating of the bank by rating agencies and the level of security by way of governmental deposit guarantees. The assessment of the banks and the amount to be invested in each bank is assessed annually or when there are significant changes in the marketplace. At 31 December 2011, the Group’s bank balances were invested 79% (2010: 74%) in the UAE and 21 % (2010: 26%) outside of the UAE. Of the amounts in the UAE, an aggregate of AED 1.7 billion (2010: AED 1.4 billion) was with banks rated A+ by Fitch, AED 1.3 billion (2010: AED 1.8 billion) with banks rated A by Fitch and AED nil (2010: AED 750 million) rated A- by Standard and Poor’s. In relation to its trade receivables, the trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed on the financial condition of accounts receivable and, where appropriate, collateral is received from customers usually in the form of a cash deposit. The carrying amount of financial assets recorded in the consolidated financial statements, net of any allowances for losses, represents the Group’s maximum exposure to credit risk without taking account of the value of any collateral obtained. 106 Financials continued Notes to the Consolidated Financial Statements continued for the year ended 31 December 2011 26. Financial instruments (continued) 28. Share capital Liquidity risk management Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built an appropriate liquidity risk management framework for the management of the Group’s short, medium and long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. The details of the available undrawn facilities that the Group has at its disposal at 31 December 2011 to further reduce liquidity risk is included in Note 22. The majority of the Group’s financial liabilities as detailed in the consolidated statement of financial position are due within one year. Financial liabilities are repayable as follows: On demand or within one year In the second year In the third to fifth years inclusive After the fifth year 2011 AED’000 2010 AED’000 22,150,964 2,169,336 1,971,295 826,737 27,118,332 23,135,244 6,178,916 283,650 29,983 29,627,793 The above table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows. Fair value of financial instruments Borrowings are measured and recorded in the consolidated statement of financial position at amortised cost and their fair values are disclosed in Note 22. The carrying amounts of the other financial assets and liabilities recorded in the financial statements approximate their fair values. 27. Provision for end of service benefits 2011 AED’000 2010 AED’000 Authorised: 8,000 million (2010: 8,000 million) ordinary shares of AED 1 each 8,000,000 8,000,000 Issued and fully paid: 7,906.1 million (2010: 7,906.1 million) ordinary shares of AED 1 each 7,906,140 7,906,140 Reconciliation of movement in share capital At 1 January Bonus issue of fully paid shares (2010: 718.7 million) At 31 December 7,906,140 7,906,140 7,187,400 718,740 7,906,140 2011 AED’000 7,850,000 8,070,000 56,641 (335,865) 12,963,491 82,459 28,686,726 2010 AED’000 7,650,000 7,822,000 10,332 9,429 12,402,383 142,019 28,036,163 29. Reserves Development reserve Asset replacement reserve Statutory reserve Translation reserve General reserve Investment revaluation reserve a) Development reserve, asset replacement reserve and general reserve These reserves are all distributable reserves and comprise amounts transferred from unappropriated profit at the discretion of the Group to hold reserve amounts for future activities including the issuance of bonus shares. b) Statutory reserve In accordance with the UAE Federal Law No.8 of 1984, as amended, and the respective Memoranda of Association of some of the Group’s subsidiaries, 10% of their respective annual profits should be transferred to a non-distributable statutory reserve. The Corporation’s share of the reserve has accordingly been disclosed in the consolidated statement of changes in equity. c) Translation reserve Cumulative foreign exchange differences arising on the translation of overseas operations are taken to the translation reserve. d) Investment revaluation reserve The cumulative difference between the cost and carrying value of available-for-sale financial assets is recorded in the Investment revaluation reserve. The movement in the provision for end of service benefits is as follows: Balance as at 1 January Reclassification Charge for the year Payments during the year Release of provision Balance as at 31 December 2011 AED’000 834,283 127,818 (123,354) (10,736) 828,011 2010 AED’000 882,334 (69,665) 46,068 (15,230) (9,224) 834,283 The above provision was based on the following significant assumptions: Discount rate Average annual rate of salary increase Average period of employment 107 2011 3.61% 3.94% 15 years 2010 3.61% 3.94% 15 years 108 Financials continued Notes to the Consolidated Financial Statements continued for the year ended 31 December 2011 30. Commitments 31. Contingent liabilities a) Capital commitments The Group has approved future capital projects and investments commitments to the extent of AED 4,391 million (2010: AED 4,536 million) of which AED 2,313 million (2010: AED 3,200 million) had been committed at 31 December 2011. b) Lease commitments (i) The Group as lessee Minimum lease payments under operating leases recognised as an expense in the year (Note 5) 2011 AED’000 2010 AED’000 319,945 545,877 At the reporting date, the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows: Within one year In the second to fifth years inclusive After five years 2011 AED’000 549,355 2,287,231 1,273,554 4,110,140 2010 AED’000 418,781 1,835,553 1,374,760 3,629,094 (ii) The Group as lessor Property rental income earned during the year was AED 16 million (2010: AED 15 million). All of the properties held have committed tenants for the next 2-5 years. At the reporting date, the Group had contracted with tenants for the following future minimum lease payments: 109 Bank guarantees At 31 December 2011, the Group’s bankers had issued performance bonds and guarantees for AED 1,294 million (2010: AED 1,053 million) in relation to contracts. Guarantees relating to the Corporation’s overseas investments amounted to AED 1,197 million (2010: AED 1,000 million) and promissory notes amounted to AED 1,400 million (2010: AED 1,293 million). b) Regulatory and other matters Infrastructure sharing agreement During the year ended 31 December 2009, Etisalat DB had signed a Passive Telecom Infrastructure Sharing Agreement with Reliance Infratel Limited (“RITL”) for sharing of passive infrastructure. However, due to certain technical matters, claims totalling INR 7,935 million or AED 547 million (2010: INR 1,952 million, AED 160 million) have been made by RITL in relation to this agreement, which Etisalat DB has rejected. No provision has been made in these consolidated financial statements as the Group’s management do not believe that there is any probable loss arising from the above matter. Operating lease payments represent rentals payable by the Group for certain of its office and retail properties. Leases are negotiated for an average term of two years and rentals are fixed for an average of two years. 2011 AED’000 11,418 2010 AED’000 16,459 In the second to fifth years inclusive 32,951 37,782 After five years 13,195 21,129 57,564 75,370 Within one year a) Licence fees On 2 April 2011, the Central Bureau of Investigation of India filed a charge sheet alleging certain irregularities at the time of grant of the telecom licence to Swan Telecom Private Limited (the erstwhile name of Etisalat DB) along with certain other operators. The management of Etisalat DB is currently scrutinizing documents related to these charges and attending related court proceedings. Foreign exchange regulation On July 23 2011, Etisalat DB (“Company’) received a show cause notice from the Directorate of Enforcement (ED) of India alleging certain breaches of the Foreign Exchange Management Act, 1999 (FEMA), by the Company and its Directors. The management of Etisalat DB is currently assessing their position and co-ordinating with the relevant agencies in preparing their response to the notice. 32. Dividends Amounts recognised as distributions to the equity holders: 31 December 2011 Final dividend for the year ended 31 December 2010 of AED 0.35 per share Interim dividend for the year ended 31 December 2011 of AED 0.25 per share 31 December 2010 Final dividend for the year ended 31 December 2009 of AED 0.35 per share Interim dividend for the year ended 31 December 2010 of AED 0.25 per share AED’000 2,767,149 1,976,535 4,743,684 2,515,590 1,976,535 4,492,125 110 Financials continued Notes to the Consolidated Financial Statements continued for the year ended 31 December 2011 32. Dividends (continued) A final dividend of AED 0.35 per share was declared by the Board of Directors on 22 February 2011, bringing the total dividend to AED 0.60 per share for the year ended 31 December 2010. An interim dividend of AED 0.25 per share was declared by the Board of Directors on 18 July 2011 for the year ended 31 December 2011. A final dividend of AED 0.35 per share was declared by the Board of Directors on 20 February 2012, bringing the total dividend to AED 0.60 per share for the year ended 31 December 2011. 33. Earnings per share 2011 2010 Earnings (AED’000) Earnings for the purposes of basic earnings per share being the profit attributable to the equity holders of the Corporation 5,839,019 7,630,750 Number of shares (‘000) Weighted average number of ordinary shares for the purposes of basic earnings per share 7,906,140 7,906,140 The Group does not have potentially dilutive shares and accordingly, diluted earnings per share equals to basic earnings per share. 111 112 Notice of General Annual Shareholders’ Meeting Invitation to attend the General Annual Shareholders Meeting for the Emirates Telecommunications Corporation The Emirates Telecommunications Corporation ‘Etisalat’ Board of Directors is pleased to invite their esteemed shareholders to the General Annual Shareholders’ Meeting to be held at 5:00 p.m., Tuesday 20th March, 2012 at the Etisalat Head Office in Abu Dhabi, for the purpose of transacting the following ordinary business: 1. To note the minutes of the Annual Shareholders Meeting held on 22 March, 2011 2. To listen to and adopt the report of the Board of Directors on the Corporation’s activities and financial position for the fiscal year ended 31 December, 2011. 3. To listen to and adopt the External Auditors report for the fiscal year ended 31 December, 2011. 4. To discuss and adopt the Corporation’s balance sheet and profit and loss statements for the fiscal year ended 31 December 2011. 5. To look into the Board of Directors recommendation on the distribution of dividends in the form of 60 fils per share for the fiscal year ended 31 December, 2011. 6. To absolve the Members of the Board of Directors and External Auditors of liability in respect of the fiscal year ending 31 December, 2011. 7. To appoint External Auditors for the current fiscal year and set their remuneration. 8. To elect four Members of the Board of Directors to represent the Private Sector shareholders. Notes: 1. All shareholders listed in the Corporation’s share registrar on the date of March 19, 2012 are entitled to attend or appoint a proxy on his or her behalf using the available forms to attend the general annual assembly. Proxy forms may be submitted to the securities department of the National Bank of Abu Dhabi PO Box 6865 at least two day prior to the Meeting date, for the purpose of record keeping. Only official forms will be accepted. 2. In the case of a shareholder attending after the opening of the meeting, his or her shares will not be considered in the attendance quorum or for voting on decisions. 113