Light S.A. 4Q12

  • Upload
    lightri

  • View
    215

  • Download
    0

Embed Size (px)

Citation preview

  • 7/28/2019 Light S.A. 4Q12

    1/3

    1

    LIGHT S.A.

    RELATED-PARTY TRANSACTIONS

    On December 31st, 2012, Light S.A. pertained to the controlling group CompanhiaEnergtica de Minas Gerais CEMIG, Luce Empreendimentos e Participaes S.A. andRio Minas Energia Participaes S.A (RME) company controlled by Redentor EnergiaS.A.

    Below, a summary of related-party transactions occurred in 2012 and 2011:

    Below, a summary of agreements executed with related parties:

    Groups Contracts with the same group Relationship with

    Balance Sheet (Agreement objectives and characteristics) Light S.A. 31 /12/2012 3 1/12 /2011 31 /12/ 2012 31 /12 /201 1 3 1/12 /201 2 31/1 2/2011 31/12/201 2 31/1 2/2 011

    Strategic agreement CEMIGSupplier Purchase agreement of electric power between (Party of the - - 8,906 9,091 - - 53,026 72,467

    Light SESA and CEMIG controlling group)

    Strategic agreement CEMIGSupplier Purchase agreement of electric power between (Party of the - - 259 178 - - 2,055 1,333

    Light SESA and CEMIG controlling group)

    Strategic agreement CEMIG

    Supplier Sale agreement of electric power between (Party of the 2,495 2,278 - - 15,696 20,516 - -

    Light SESA and CEMIG controlling group)

    Strategic agreement CEMIG

    Supplier Collection of distribution system usage charges (Party of the 163 213 - - 2,032 2,494 - -

    between Light SESA and CEMIG controlling group)

    Strategic agreement CEMIG

    Supplier Commitment to the basic electric network usage (Participa do Grupo - - 1,614 1,701 - - 11,242 14,668

    charges between Light SESA and CEMIG Controlador)

    Strategic agreement CEMIG

    Supplier Commitment to the basic electric network usage (Party of the 12 11 - - 109 127 - -

    charges between Light Energia and CEMIG controlling group)

    Strategic agreement Lightger

    Supplier Sale agreement of electric power between (Jointly-owned - - 1,082 - - - 11,019 -

    Lighter and Light Energia subsidiary)

    Strategic agreement CEMIG

    Supplier Sale agreement of electric power between (Party of the - - 1,374 - - - 10,586 -

    Lighter and CEMIG controlling group)

    Other Receivables/ Strategic agreement

    Other Payables Loan agreement with Light S.A., which holds Lightger

    51% in Lightger, in order to honor financial (Jointly-owned - 11,606 - - - 3,183 - -

    commitments related to the implementation of the subsidiary)

    Pacambi small hydroelectric power plant (PCH)

    Post-employment Pension Plan

    Benefit Fundao de Seguridade Socia l(So cial Security BRASLIGHT - - 1,370,738 1,171,209 - - 120,069 174,869

    Foundation) - BRASLIGHT

    CONSOLIDATED

    ASSET LIABILITY REVENUE EXPENDUTURE

  • 7/28/2019 Light S.A. 4Q12

    2/3

    2

    The subsidiary Light Energia has a purchase contract of 400 MW of installed powercapacity from the portfolio projects of its jointly-controlled subsidiary Renova EnergiaS.A., and 200 MW will be made available as of 2015 and 200 MW as of 2016.

    The jointly-controlled subsidiary Renova Energia S.A. contracted Light ESCO tointermediate energy commercialization operations. Its commission amounted to

    R$7,500.

    Related-party transactions have been executed in accordance with the agreementsbetween the parties.

    MANAGEMENT REMUNERATION

    Policy regarding remuneration of the Board of Directors, Executive Board, FiscalCouncil and board committees.

    Pro-rata share of each component to the aggregate remuneration for 2012:

    Maturity Conditions RemainingBalanc e S heet - C ontracts with the sa me group Relationship with O rigina l Date date for termination balance on Agreement

    Groups (Agreement ob ject ives and characterist ic s) Light S.A. amount or term or expiration 12/31/2012 conditions

    Strategic agreement CEMIG 30% Price establishedSupplier Purchase agreement of electric power between (party of the 614,049 Jan / 2006 Dec / 2038 of remaining 388,567 in the regulated market

    Light SESA and CEMIG controlling group) balance

    Strategic agreement CEMIG 30% Price establishedSupplier Purchase agreement of electric power between (party of the 37,600 Jan / 2010 Dec / 2039 of remaining 40,402 in the regulated market

    Light SESA and CEMIG controlling group) balance

    Strategic agreement CEMIG Price established

    Supplier Sale agreement of electric power between (party of the 156,239 Jan / 2005 Dec / 2013 N / A 35,339 in the regulated market

    Light Energia and CEMIG controlling group)

    Strategic agreement CEMIG Price established

    Supplier Collection of distribution system usage charges (party of the - Nov / 2003 Undetermined N / A 163 in the regulated market

    between Light SESA and CEMIG controlling group)

    Strategic agreement CEMIG Price established

    Supplier Commitment to the basic electric network usage (party of the - Dec / 2002 Undetermined N / A 1,614 in the regulated market

    charges between Light SESA and CEMIG contro lling group)

    Strategic agreement CEMIG Price established

    Supplier Commitment to the basic electric network usage (party of the - Dec / 2002 Undetermined N / A 12 in the regulated market

    charges between Light Energia and CEMIG contro lling group)

    Strategic agreement Lightger Price established

    Supplier Sale agreement of electric po wer between (jointly- owned 217,213 Dec / 2010 Jun / 2028 N / A 206,194 in the regulated market

    Lighter and Light Energia subsidiary)

    Strategic agreement CEMIG Price established

    Supplier Sale agreement of electric power between (party of the 208,818 Dec / 2010 Jun / 2028 N / A 198,232 in the regulated market

    Lighter and CEMIG controlling group)

    Strategic agreement

    Loa n a gree ment with Light S.A. , which ho lds a Lightge r

    Other Receivables/ 51% interest in Lightger, in order to honor financial (jointly-owned 35,586 Sep / 2012 N / A - CDI + 0.9% p.aOther Payables commitments related to the implementation of the subsidiary)

    Pacambi small hydroelectric power plant (PCH)

    Post-employment Pension Plan

    Benefits Fundao de Seguridade Social (Social Security BRASLIGHT 535,052 Jun / 2001 Jun / 2026 N / A 1,370,738 IPCA+ 6% p.a

    Foundation) - BRASLIGHT

    Jan/11 toSep/11

    Remuneration Policy of Board of Directors, Board of Executive Officers, Fiscal Council and Committees

    Board of Directors

    Fixed remuneration: 100%

    Board of Executive Officers

    Fixed remuneration: 65%

    Variable remuneration: 28%

    Other: 7%

    Fiscal Council

    Fixed remuneration: 100%

  • 7/28/2019 Light S.A. 4Q12

    3/3

    3

    Annual remuneration paid by the Company to the Board of Directors, Executive Board,and Fiscal Council in 2012:

    Average annual remuneration due to the Board of Directors, Executive Board, and FiscalCouncil in 2012:

    *number of members calculated through the years weighted average

    Overall management remuneration on a consolidated basis for the fiscal year endedDecember 31st, 2012 amounts to R$17,660.

    The jointly-controlled subsidiary Renova Energia has a stock option plan whereby2,805,558 shares had already been granted and paid in Renova Energias capital stockon December 31st, 2012, at the proportion of one common share and two preferred

    shares (unit), at R$0.34 per unit, by Renova Energias managers. Renova also has187,500 shares, at the proportion of one common share and two preferred shares,granted and awaiting the vesting period. There are also 2,707,794 shares that have notbeen granted and paid in in Renova Energias capital stock, at the proportion of onecommon share and two preferred shares. In 2012, 600,621 shares were exercised andpaid in.

    2012

    Board of

    Directors Fiscal Council

    Board of

    Executive

    Offcers TotalNumber of members (*) 21.25 10 8.33 39.58

    Fixed remuneration in the year 1,514 665 9,214 11,393

    Salary or pro-labore 1,262 554 5,327 7,143

    Direct and indirect benefits - - 1,018 1,018

    Other(1)

    252 111 2,869 3,232

    Variable remuneration in the period - - 3,976 3,976

    Bonus - - 3,976 3,976

    Severance pay - - 976 976

    Total remuneration per body 1,514 665 14,166 16,345

    ()Includes social security and FGTS charges

    2012

    Board of

    Directors Fiscal Council

    Board of

    Executive

    Offcers

    Number of members (*) 21.25 10 8.33

    Highest individual compensation 104 83 2,356

    Lowest individual compensation 52 41 886

    Average individual compensation 59 55 1,356