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NATIONAL FUND FOR THE FINANCING OF THE PERUVIAN STATE'S BUSINESS ACTIVITIES Titto Almora Ayona Legal Manager FONAFE FONAFE: THE EXPERIENCE OF THE PERUVIAN HOLDING Board Members Ministry of Transportation and Communications Ministry of Housing, Construction and Sanitation Ministry of Energy and Mines Ministry of Economy and Finance President of the Council of Ministers FONAFE 18 electricity generation and distribution companies 2 Oil and remediation companies 3 banks and finance companies 1 water and sewer company 6 service companies 5 infraestructure and transportation companies WHAT DOES FONAFE MEAN? CONTRIBUTION TO THE PUBLIC TREASURY 6,000 5,000 S/. MM 4,000 3,000 2,000 1,000 0 2002 2003 2004 2005 2006 2007 2008 2009 2010 THE FONAFE CORPORATION contributed S/. 5,000 MM ( US$ 1 877 MM) to the Public Treasury in 2010, through the payment of taxes and direct net transfers. WHAT DOES FONAFE MEAN? Evolution of Equity, Operative Income, Assets, and Personnel of the FONAFE Corporation's companies (2000-2010) 30,000 60,000 25,000 50,000 20,000 40,000 15,000 30,000 10,000 20,000 5,000 10,000 0 0 2000 Equity 2001 2002 2003 Patrimonio Income 2004 2005 Ingresos 2006 Activos Assets 2007 Personal 2008 2009 2010 Personnel Note: As far as Assets and equity are concerned FONAFE is not considered a company. This includes personnel on payroll, allocation services, outsourcing and interns, except in the case of PETROPERU where only the personnel on payroll is considered. Activos A S S E T S Patrimonio, Ingresos, Personal E Q U I T Y - I N C O M E - P E R S O N N E L (In millions of Nuevos Soles and in Number of People) WHAT DOES FONAFE MEAN? Evolution of the Return on Assets (ROA), of the Return on Equity (ROE) and the Operational Income per worker of the FONAFE Corporation companies (2000-2010) 400 6.00 300 4.00 200 2.00 100 0.00 0 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 -2.00 -100 Operating income per worker -4.00 -200 ROA ROE Operating incomepor perTrabajador worker Ingreso Operativo -6.00 Note: In 2002 there were losses as a consequence to the sale of ETECEN's assets to the Ministry of Energy and Mines, a simbolic value, before it was turned over as a concession to the Red de Energia del Peru S.A. (REP). A concession contract was signed on September 05, 2002. -300 WO R K E R 8.00 T H O U S A N Miles D S O F US$ U /S Trabajador D $ P E R de P E R Porcentaje C E N T A G E (In percentage and in Thousands of USD$ per worker) STRATEGY PROCEDURES TECHNOLOGICAL RESOURCES HUMAN RESOURCES WE HAVE MADE PROGRESS... SERVICE WE HAVE MADE PROGRESS... STRATEGY Guidelines for Strategic Planning Scope of Corporate Processes Good Corporate Governance The objective is to align the companies' Strategic Plans with FONAFE'S and with the State's strategies. Besides, having elaborate Strategic Plans presented in a homogenous manner to facilitate transparency. WE HAVE MADE PROGRESS... STRATEGY Guidelines for Strategic Planning Operations Management Companie s Distrib. I Scope of Corporate Processes Management Corporate TIC Corporate Management of RRHH Good Corporate Governance Corporate Purchasing Management Investment Project Office Companies Distrib. II Power Companies Companies NonElectrical Infrastructure Diverse Companies Financial Companies WE HAVE MADE PROGRESS... STRATEGY Guidelines for Strategic Planning Scope of Corporate Processes Good Corporate Governance Framework Code of Good Corporate Governance of State Enterprises Under the scope of FONAFE - 2005 Codes of Corporate Governance for different state companies (since 2005) STRATEGY PROCEDURES TECHNOLOGICAL RESOURCES HUMAN RESOURCES WE HAVE MADE PROGRESS... SERVICE WE HAVE MADE PROGRESS... HUMAN RESOURCES a) Director Profile Manager Head Hunter b) c) d) The Boards of Directors are made up of 5 Directors, 4 who are appointed by the Minister of the Sector the Company is affiliated with and 1 who is appointed by the Minister of Economy FONAFE evaluates that the appointments comply with the General Director's Profile. FONAFE's Board of Directors has to approve the appointment. The General Shareholder's Meeting of the Company has to approve the appointment of the Director. General Profile Professional Experience Experience as a Director (*) Minimum 10 years Minimum 05 years (*) In companies with an equity of no less than S/. 30 MM (US$ 12 MM) Education: University, lowest academic level either a Bachelor's Degree or a Master's Desired: at least 5 years experience in management positions or as the head of a unit. Desired: specialization in financial or managerial institutions. Besides, the rules in effect, the incorporation of at least one independent Director is considered for each Board of Directors, said procedure is in the process of being executed and some companies consider the incorporation of more than one. WE HAVE MADE PROGRESS... HUMAN RESOURCES Director Profile The “Applicable Guidelines for Managers of the Companies under FONAFE”, seek to have these positions filled by professionals who comply with the profile required to be able to perform the duties of the position, it is also important that the Board of Directors has several candidates to choose from. Year 2006: Manager Head Hunter Applicable guidelines for the appointment of Managers of the State Owned Companies under FONAFE's scope. 80 Manager and Equivalent Position Selection - Head Hunter Number of Processes Summoned (2008 - 2011 period) Year 2009: Order applicable to the selection of managers and equivalent positions in the Companies under FONAFE's scope. (Appointment of the GSM in case the Board of Directors doesn't do it within the established time-frame). Additionally, and internal manager rotation was incorporated at the same level with validation from the Head Hunter). 63 60 49 40 32 21 20 12 0 2007 2008 2009 2010 May-11 STRATEGY PROCEDURES TECHNOLOGICAL RESOURCES HUMAN RESOURCES WE HAVE MADE PROGRESS... SERVICE WE HAVE MADE PROGRESS... TECHNOLOGICAL RESOURCES History Video Conference Network Electronic Document Exchange System The great geographical distances made it complicated and tiresome to gather the managers and professionals of the related companies, so that they could share better practices or design and implement ad-hoc solutions to common problems that they faced. Transportation and travel expenses and increase drastically. It would become very expensive to control if the trips were necessary and the internal auditor oftent penalized the workers. Proposed Solution Implement a video conference network in all the companies under FONAFE's scope, that will allow them to meet from one point to another or even five different positions at a time. Shared Data Center Results • • • • Increase inter-company meetings and ordinary sessions on "corporate networks" Reduction in transportation and travel expenses A better use of the workers time in their companies. Reduction of reprimands to workers and comp time in expense control WE HAVE MADE PROGRESS... TECHNOLOGICAL RESOURCES History Video Conference Network Electronic Document Exchange System The documents sent from FONAFE to the Companies and viceversa, could take days to reach their destination and in many cases there was not the certainty that the document had been received by the apropriate person. This caused a delay in gathering information in order to make decisions, as well as the communication of FONAFE's dispositions or guidelines. Proposed Solution Implement a data system that allows instant communication between FONAFE's companies, with the legal value and adequate security levels (digital signatures ) Shared Data Center Results • • • • Speed in communication, identifying if the document has been received (Online) Reduction in courier and printing expenses Fluidity in the communication between FONAFE's companies Elimination of lost or misplaced documents. WE HAVE MADE PROGRESS... TECHNOLOGICAL RESOURCES Management and Operation Physical infrastructure Applications Video Conference Network Communications Corporate Chat Processing Electronic Document Exchange System Storage Mail Shared Data Center Active Directory and DNS Remote Access Internet Access • Contract with IBM: US$. 9.7 MM • 5 year term • 9 companies involved STRATEGY PROCEDURES TECHNOLOGICAL RESOURCES HUMAN RESOURCES WE HAVE MADE PROGRESS... SERVICE WE HAVE MADE PROGRESS... PROCEDURES Corporate Purchasing The State Owned Companies are grouped through an agreement with FONAFE, to acquire, or contract goods and/or services in a joint manner. Mandating Company 1 The mandating company performs: Mandating Company 1 •The preparation Stock Market Listing •The selection Process Mandating Company 2 Mandating Company 2 Mandating Company Mandating Company 3 Mandating Company 3 The execution of the contract with the selected provider WE HAVE MADE PROGRESS... PROCEDURES COMPANIES THAT ARE CURRENTLY LISTING SHARES Corporate Purchasing Stock Market Listing N COMPANY LIST VALUE 1 SEAL YES Shares % LISTED ON THE BVL 22.87% 2 SAN GABAN S.A. YES Shares 10% 2003 3 HIDRANDINA S.A. YES Shares 4.81% 1998 4 ELECTROPERU S.A. YES Shares 10% 2006 5 ELECTRO SUR ESTE S.A.A. YES Shares 2.80% 2003 6 ELECTROPUNO S.A.A. YES Shares 7.88% 2003 7 SEDAPAL S.A. YES Shares 10% 2004 8 ELECTRO SUR S.A. YES Shares 10% 2011 COMPANIES THAT ARE CURRENTLY LIST ING BONDS N° COMPANY LIST VALUE 1 COFIDE YES Bonds % LISTED ON THE BVL -- SINCE 2003 SINCE 1999 Pending Assignments... PROCESSES GOOD BUSINESS PRACTICES • Incorporate independent Directors (director head hunter). • Market control (inclusion of private market). INTERNAL CONTROL SYSTEM • COSO implementation MANAGEMENT AGREEMENTS • Relaunching COSO PENDING ASSIGNMENT... SERVICES • Reduction of un-billed Water, and Coverage Increase. • Increase of power generation • Increase the power distribution coverage without increasing power losses. • Increase banking at the national level. "IT IS ALL IN THE PHILOSOPHY OF GENERATING VALUE FOR THE SHAREHOLDER, THE PERUVIAN STATE" THANKS