…
2022
Telenor
Annual Report
Table of
Contents
Telenor at a glance
3
Letter from the CEO
4
Group Executive Management
5
Letter from the Chair of the Board
7
Board of Directors' report
8
Creating value through purpose
9
Strategy and key milestones in
2022
11
Performance in 2022
16
Risk overview
19
Governance report
21
Sustainability report
31
Strategy and direction
32
Sustainability governance
33
Stakeholder engagement
34
Materiality assessment
35
Material areas & Key highlights
37
Environmental
43
Social
45
Governance
59
Responsible tax practices
68
Key ESG figures
69
Reporting framework and
verification
71
Financial statements
76
Consolidated financial statements
77
Notes to the consolidated financial
statements
82
Financial statements Telenor ASA
153
Notes to the financial statements of
Telenor ASA
158
Responsibility Statement
172
Statement from the Corporate
Assembly
173
Auditor's report
174
Definitions
180
Telenor Nordics
10 million subscribers | 4 markets
Telenor Asia
148 millioner subscribers
*
| 4 markets
Telenor at a glance
Telenor Group is a leading telecommunications company across the Nordics and Asia.
Responsible business conduct is the foundation of how the company operates. Connectivity
has been Telenor’s domain since 1855, and the company’s purpose is to empower societies
and connect its customers to what matters most.
*
**
I 2023, dtac was merged with True and Telenor took a minority ownership position in the new company.
Sverige
A part of Telenor
since: 2001
Danmark
A part of Telenor
since: 2004
Finland
A part of Telenor
since: 2019
Founded: 1855
Telenor
Amp
Investments and partnerships
adjacent to Telenor's core business.
15 companies within Internet of
Things, maritime communication,
satellites, entertainment distribution
and online classifieds and more.
Telenor Infrastructure
A leading Nordic infrastructure player
26.000 Nordic telecommunication
towers
Fibre infrastructure that connects
400.000 homes across Norway
Data centres across the Nordic region
Malaysia
Established: 2022
Bangladesh
A part of Telenor
since: 1996
Pakistan
A part of Telenor
since: 2004
Thailand
**
A part of Telenor since: 2000
Majoritets- eller heleid
Minoritetseid
Sigve Brekke, President & CEO
Telenor Group
Letter from
the CEO
Every day, Telenor works towards advancing the digital world and
making it safe, green, and for all. In today’s reality, these topics are
more important than ever. In 2022, we saw the war in Ukraine begin
and the aftermath of a global pandemic cause macroeconomic
turmoil and surging energy prices that threatened people's
livelihoods threatened in all corners of our world. We also saw first-
hand the effects of climate change in natural disasters all over the
world, not least in our Asian markets.
Telenor wants to play a vital role in connecting people and
businesses to what matters most to them, and as we navigate
challenges and uncertainties, businesses and private actors need to
step up and take their share of the responsibility to empower the
societies where we operate. As Pakistan and Bangladesh faced
devastating floods, colleagues across both countries worked
tirelessly to keep customers and societies connected, enabling aid
and crucial information to flow between loved ones and those
needing help. Our former colleagues in Myanmar continued to
deliver connectivity in the face of enormous challenges following
the military takeover in 2021. It still saddens me and all Telenor
colleagues with Myanmar close to their hearts that Telenor was
forced to sell our operations in the country and exit Myanmar in
March 2022.
Securing people's digital lives has become ever more critical in a
world where digitalisation has been supercharged throughout the
pandemic. In Europe, we have seen increased digital security
awareness following the war in Ukraine and the resulting escalation
of geopolitical tensions. In Asia we see digitalisation rapidly
changing societies. We work hard and invest continually to keep our
customers' digital lives safe. We stopped more than 250 million
fraudulent calls to our customers worldwide while building robust
and resilient networks to face the risks of both digital and physical
attacks.
Despite the massive challenges and uncertainties 2022 brought, we
saw grounds for optimism and opportunities. Digitalisation is rapidly
changing the world around us, and we want to give our customers
new opportunities, products, and services. We worked hard to put
Telenor in the best position to keep creating value for customers,
shareholders, and societies.
In that regard, 2022 was a major milestone for Telenor, as we
launched a new strategy to reshape the company. We established
four empowered business areas with distinct strategic priorities:
Telenor Nordics will cement our role as a leading Nordic
telecommunications player by growing our core connectivity
business, offering more and better services – such as security
solutions – to customers, and ensuring our operations are at the
forefront of technological innovation and modernisation. Telenor
Asia is now operating more independently with a strong focus on
governance and value creation as we partner with other companies
to build scale and market leaders in the region. Telenor
Infrastructure is set up to maximise the value in our infrastructure
portfolio while ensuring we are in a strong position to offer
customers secure, robust and green connectivity. In Telenor Amp,
our focus is on leveraging the companies in Telenor that are
adjacent to our core connectivity business to build leading, Nordic
service offerings with high-growth opportunities. Our ambition is to
take a leading Nordic position within Internet of Things (IoT) and
security services. We plan to unlock the value of our current assets
through transactions and partnerships.
Last year demonstrated Telenor's ability to deliver on our new
ambitions. We showed the profitable growth potential in the
Nordics, completed a merger in Malaysia – establishing CelcomDigi
as the clear market leader – and laid the groundwork for the
creation of a market leader in Thailand in 2023. We also agreed on
the sale of 30 percent of the Norwegian fibre business that allows
us to build more fibre and return value to shareholders. Finally, we
also completed the decommissioning of the more than 100-year-old
copper network in Norway, moving our customers to new and
modern future-proof network solutions.
None of this would be possible without the dedication of our
amazing colleagues, who always explore and challenge the status
quo. I want to take this opportunity to thank them for their tireless
efforts, positioning us for exciting opportunities as we enter 2023.
Telenor is now in a strong position to succeed with growth, deliver
on our purpose, and continue to empower societies for years to
come. We are committed to ensuring that our customers have the
best experience with our products and services, and we will
continue to work endlessly to meet their needs. Let us advance the
digital world, and make it green, safe, and for all.
Sigve Brekke, President & CEO Telenor Group
Telenor Group Leadership
Team
Sigve Brekke
President and
Chief
Executive Officer
(CEO)
Tone Hegland
Bachke
EVP and Chief
Financial Officer
(CFO)
Rita Skjærvik
EVP and Chief
People,
Sustainability and
External Relations
Officer
Ruza Sabanovic
EVP and Chief
Technology Officer
Petter-Børre
Furberg
EVP and Head of
Telenor Nordics
Jørgen C.
Arentz
Rostrup
EVP and Head of
Telenor Asia
Jannicke Hilland
EVP and Head of
Telenor
Infrastructure
Dan
Ouchterlony
EVP and Head of
Telenor Amp
Telenor Board of Directors
Gunn
Wærsted
Chair of the
Board
Jørgen
Kildahl
Deputy Chair
of the Board
Nina
Bjornstad
Board
member
Jon Erik
Reinhardsen
Board member
Pieter
Cornelis
Knook
Board member
Astrid
Simonsen
Joos
Board
member
Elisabetta
Ripa
Board
member
Jan Otto
Eriksen
Board
member,
employee
representative
Irene Vold
Board member,
employee
representative
Roger
Rønning
Board
member,
employee
representative
Gunn Wærsted, Chair of the Board
Telenor ASA
Letter from
the Chair
Dear Reader
In 2022, as the world emerged from the devastating challenges of
the COVID-19 pandemic, war broke out in Europe causing global
political and economic insecurity with inflation, increased interest
rates, volatile energy markets and escalated tensions on the global
geopolitical stage. Several Asian countries, including Telenor’s
markets, faced catastrophic flooding and the 2021 military coup in
Myanmar continued to have devastating effects on the country’s
people. Against this challenging backdrop, Telenor responded with
a balanced approach grounded in the Nordic values that it has
carried from its inception.
The actions outlined in this year’s report, were taken with the needs
of our customers, employees, shareholders, and the planet in mind.
As a vital player in the digital world, Telenor works tirelessly to
connect hundreds of millions of people across Asia and the Nordics.
We do this with a deep sense of responsibility to create a just and
sustainable foundation for the future.
During a volatile 2022, Telenor responded on all fronts, addressing
immediate challenges while restructuring the company with an eye
towards increased responsiveness, profitability, and innovation.
Over the course of the year, Telenor successfully transitioned to
four distinct business areas, each empowered with their own
strategic priorities. As separate business units, Telenor Nordics and
Telenor Asia are now better positioned than ever to serve the
unique customer needs across the different markets. Telenor
Infrastructure will focus on the vital infrastructure that serve all
regions while Telenor Amp is our growing edge, investing in and
developing growth companies in segments where Telenor can
make a difference. We also initiated two successful mergers in
Malaysia and Thailand creating clear market leaders in both markets
which show great promise in 2023. These mergers underscore the
growing importance that size, and scalability play in increasing
customer and shareholder value.
We made the difficult decision to leave our operation in Myanmar
after the country suffered a military coup. International law and the
safety of our people came above the financial considerations of
leaving a profitable operation behind. In some ways this situation
parallels the war in Ukraine, where a vast exodus of private
enterprises happened almost overnight with private companies
forgoing assets and future profits to take a stand against the
undermining of international law.
We enter 2023 differently than the company that I wrote about in
last year’s letter. We feel confident that we have laid the
groundwork for a transformative shift that enables Telenor to
create greater value for our customers and shareholders while
advancing diversity, safety, and opportunity in the workplace. We
have taken crucial steps toward resolving the challenges facing us
as an industry and as a company, at the same time positioning
ourselves to benefit from the opportunities that disruption creates.
Our achievements in digitalisation enable us to leverage the latest
technologies to create products and services that meet evolving
market requirements. Simultaneously we are dedicated to
providing a secure and inclusive experience that our customers can
rely on into the future. Telenor continues its commitment to
reducing global warming by reducing greenhouse gas emissions
across its operations. Embracing both the challenges and
opportunities before us, we are confident that Telenor will remain a
leader in the telecommunications industry for years to come.
Finally, I would like to take this opportunity to express my
appreciation to our management and employees for their hard
work and dedication during this extraordinary year. On behalf of the
Board, I am proud of what has been accomplished so far and
believe Telenor has a strong foundation to deliver also in the future.
Gunn Wærsted
Chair of the Board of Directors
| Board of Directors’ Report | Annual Report 2022 | 8
Board of
Report
Corporate Governance Report
Creating value through purpose
9
Strategy and key milestones in
2022
11
Performance in 2022
16
Risk overview
19
Corporate Governance Report
21
| Board of Directors’ Report | Annual Report 2022 | 9
Telenor Group has a proud history of
providing critical connectivity for people and
societies for 168 years. Founded in 1855 as
the Norwegian Telegraph Administration,
Telenor is today a global
telecommunications company with 158
million subscribers across the Nordics and
Asia at the end of 2022. The company is
headquartered at Fornebu, Norway, and will
operate through four main business areas
going forward: Telenor Nordics, Telenor
Asia, Telenor Infrastructure and Telenor
Amp.
Connectivity is the lifeblood of modern societies, and
Telenor’s purpose is to empower societies and connect
customers to what matters most. Across the world,
consumers and societies are in the midst of a massive
digital shift, and Telenor’s purpose has never been more
important.
Accelerated by the COVID-19 pandemic, global demand for
connectivity continued to increase in 2022 and this
digitalisation megatrend brings growth opportunities both
for Telenor and the global telecommunications industry.
Telenor is confident that the demand for green, safe,
trusted, and reliable communication services will continue
to rise well into the next decade. Telenor will meet the
communications needs of its customers by delivering
connectivity solutions for today and tomorrow.
The networks, services and communications infrastructure
that Telenor builds and operates enable millions of people
across its footprint to explore new digital opportunities.
Connectivity is a critical first step towards inclusion in any
society, and in 2022 Telenor trained more than 1.3 million
people in digital skills across the Nordics and Asia. Since
2021, Telenor has trained three million people and is on
track to reach the 2025 goal of six million. By providing
connectivity Telenor drives inclusion and firmly believes
this is an important step towards individual and societal
prosperity.
Connectivity and communication services must be robust
and secure. On a global level, Telenor blocked more than
250 million fraudulent calls to customers. In the Nordics,
Telenor meets the customers’ high demand for secure
connectivity in a sharply increasing digital risk environment.
Security services saw a significant growth across the
Nordic region in 2022.
The green shift cannot happen without digitalisation and
connectivity. The use of mobile technology is estimated to
have contributed to a global reduction in greenhouse gas
emissions, with emissions savings ten times greater than
the global carbon footprint of the mobile industry itself
1
.
Telenor is committed to play its part in the efforts to limit
the rise in worldwide temperature in line with the Paris
Agreement by developing its role as a digital and green
enabler for customers and partners. At the same time,
Telenor is reducing greenhouse gas emissions across its
own operations and supply chain through setting science-
based targets, approved by the Science Based Targets
Initiative. In 2022, Telenor decommissioned its copper
network in Norway, enabling more energy efficient network
solutions for customers. Since 2019, the traffic through
Telenor’s networks has increased by approximately 200
percent. Despite this massive increase in data traffic,
Telenor’s energy consumption has remained almost flat.
The company’s total energy use per terabyte of data has
fallen by 60 percent as a result of improved energy
management and modernisation initiatives. This will
continue to remain in focus as consumers move to more
energy efficient connectivity with 4G and 5G compared to
older technologies such as 2G and 3G. In 2022, The
company also entered into power purchasing agreements
that will provide green energy for its own operations from
2023 and 2024, and 36.3 percent of suppliers by spend had
set science-based targets, showing progress towards the
end goal of 68 percent by 2025.
In the Nordic region, Telenor is executing on the strategy to
be a leading Nordic telecommunications company with
profitable growth from efficient connectivity and services.
Telenor Nordics
Norway, Telenor Sweden, Telenor Denmark and DNA
(Finland). Together, the companies have 10 million mobile
subscribers across the region.
Telenor has a strong Asian presence with market-leading
telecom operators in the region. Telenor has over the years
built a solid regional telecommunications operation
capable of driving further digitalisation and inclusion.
Telenor Asia
01
Creating value through purpose
Board of Directors’ Report
1
According to the 2019 study, “The Enablement Effect”, by the
telecommunications industry association GSMA and the Carbon
Trust.
| Board of Directors’ Report | Annual Report 2022 | 10
operators across the region: CelcomDigi in Malaysia, True
Corporation in Thailand, where Telenor holds 33,1 and 30,1
percent ownership of the respective companies. True
Corporation is the result of a merger between dtac and
True that was completed on 1 March 2023. Telenor holds a
controlling stake in Grameenphone in Bangladesh, and 100
percent ownership of Telenor Pakistan. After the two
mergers in Malaysia and Thailand, the combined mobile
subscriber base for Telenor’s Asian companies was 202
million.
Telenor and its partners have worked to consolidate
operations in the region into larger and stronger entities. In
2022 and early 2023 Telenor successfully completed the
two largest mergers ever in the region’s
telecommunications sector. These mergers will further
strengthen market positions and allow for realisation of
significant synergies over time.
The reorganisation of Telenor during the year resulted in
four business areas that will be reported separately from
2023The business units Telenor Norway, Telenor Sweden,
Telenor Denmark, and DNA in Finland will be reported as
Telenor Nordics. Grameenphone in Bangladesh and Telenor
Pakistan will make up the new business area Telenor Asia,
where the newly merged companies CelcomDigi and True
Corporation also will be reported. In addition, two new
business areas have been established: Telenor
Infrastructure and Telenor Amp. These will also be reported
separately from 2023.
The business area
Telenor Infrastructure
is set up to deliver
on the ambition of being a leading Nordic infrastructure
player with a strong portfolio of assets and to create value
from these assets over time. It consists of Telenor’s 26.000
telecommunication towers in the Nordics, fibre
infrastructure that connects 400.000 homes across
Norway and data centres across the Nordic region.
Telenor also holds activities and assets outside of the core
connectivity portfolio.
Telenor Amp
portfolio with a focused approach to unlock values through
partnerships and transactions, especially focusing on
powering innovative solutions within security and the
Internet of Things (IoT). As of 2022, the portfolio comprised
of 15 companies.
Reshaping for the future
In the past two decades, Telenor has delivered value to
customers, shareholders, and societies by connecting the
unconnected in Asia and by successfully managing the
transition from traditional telecoms to digital
communications in the Nordics.
Telenor has effectively taken a proven mobile services
business model from Norway and adapted it to meet the
demands of mass distribution business models in Asia.
Simultaneously, the company has gained new insights from
the Asian experience and taken important lessons back to
its Nordic operations. However, what was a successful
business model in the past, is not going to provide the
answers to the challenges of tomorrow.
On the one hand, Telenor sees growing connectivity
demand, increasing customer trust, and significant growth
opportunities in the business-to-business segment with
continued digitalisation and the introduction of 5G. On the
other hand, the company acknowledges the need for
continued modernisation and stronger entities to ensure
cost efficiency and profitable growth in a challenging
market environment with fierce competition and disruptive
new players. This is the reason why Telenor has presented
an ambitious strategic shift: A reshaped Telenor with a new
structure to develop the business closer to the customers,
and ambitions to ensure growth which strengthens the
company’s role as an enabler for digitalisation and
sustainability.
| Board of Directors’ Report | Annual Report 2022 | 11
Reshaped Telenor
The new strategy, launched in 2022 at Telenor’s Capital
Markets Day, created four separate business areas: Telenor
Nordics, Telenor Asia, Telenor Infrastructure and Telenor
Amp. The strategy represents a natural next step for
Telenor, with an ambition to be a leading telecom operator
and infrastructure player in the Nordics, with leading
positions in security and the Internet of Things (IoT), while
holding a strong position and strengthening the company’s
ability to manage risk and create value in Asia.
Telenor is going from an integrated, global company to
operations through business areas with clear ambitions
and strategic flexibility. This new strategic direction sets
Telenor up to create value through profitable long-term
growth in the Nordics and Asia. It is based on the belief that
digitalisation continues to hold many profitable
opportunities that can be developed both within Telenor
and through partnerships. The new strategy was launched
to bring Telenor back to growth by building core
connectivity services with secure and reliable connections
to more customers. Further value will be added by
delivering services beyond connectivity and be a trusted
partner to customers. Reduced time to market and easy-to-
use services will be key to maintain this trust. To achieve its
strategic ambitions, Telenor strengthened its regional
presence in Asia and the Nordics and has continued to
modernise the company during 2022.
Telenor’s aspiration is to lead in modernisation by
continuing the de-layering of the integrated
telecommunication model. A key ambition is to leverage
Telenor’s technological capabilities to develop customer-
centric, secure, automated, and green operations. In some
areas this will be achieved alongside partners. The goal is to
improve efficiency, scalability, and innovation speed, which
are all key in taking leading positions for industrialised
products.
The new strategic direction and subsequent organisational
set-up, enables the company to pursue new opportunities
and help overcome some of the telecommunication
industry’s challenges. It also provides the company with
strategic optionality to manoeuvre through uncertain
geopolitical and macroeconomic trends.
Telenor’s aim of building trusted partnerships comes with a
commitment to continuously raise standards in all
operations through a common approach to responsible
business conduct and value-based leadership. This
commitment will remain firm across Telenor’s footprint.
Responsible Business
Telenor’s strategy sets the company up to both grow and
reshape its role as an enabler for digitalisation and
sustainability. During Telenor’s Capital Markets Day in 2022,
the Environmental, Social and Governance (ESG) ambitions
until 2025 were laid out:
●
Environmental:
climate targets and be an environmental enabler
for our partners and customers.
●
Social:
promoting skills for the future and workplace
diversity.
●
Governance:
governace across and be the preferred partner for
digitalisation and corporate cyber security.
Telenor’s responsible business agenda is broad, and below
are some of the key areas and milestones reached in
Telenor’s responsible business agenda during 2022.
Safeguarding and wellbeing of employees
People’s safety is our top priority. The ambition is to have
zero injuries to employees and suppliers working for the
company, and Telenor launched a number of activities in
2022 as part of its continued focus to fully embed health,
safety, people security and wellbeing in the business. This
includes, among other things, the roll out of a set of
common operational requirements for high-risk activities,
common for all operations across the Group and its
business partners, and various training initiatives both
targeted for leaders, employees and suppliers. Still, the
business experienced three fatalities during the year within
its supply chain, which reinforces Telenor’s conviction to
continue and improve its risk-based focus in this area. For
more information about working environment, injuries,
sick-leave and initiatives of safeguarding measures for
employees and supplier staff, see the Sustainability Report
(page 56).
02
Strategy and key milestones
in 2022
Board of Directors’ Report
| Board of Directors’ Report | Annual Report 2022 | 12
Environment and climate
Telenor is uniquely positioned to contribute to a greener
future. The company is committed to fulfilling its share of
the global responsibility to limit the rise in worldwide
temperature to 1.5 degrees Celsius, as set out in the Paris
Agreement. Telenor has set the following targets, approved
by the Science Based Targets Initiative (SBTi):
●
Reduce emissions of GHGs from global operations
(scope 1 and 2) by 57 per cent, from a 2019 baseline, by
2030
●
Ensure that 68% of suppliers by spend have set
science-based climate targets by 2025 (our scope 3
engagement target)
The dominant emission footprint from the
telecommunications industry comes from the supply chain,
and Telenor’s climate targets can only be achieved by
having a joint commitment from partners. The climate
enabler role is increasingly important for Telenor when
providing connectivity solutions to reduce environmental
impact for partners and customers. For more information,
see the Sustainability Report (page 40).
Social
Telenor is committed to ensure gender equality and to have
both a workforce and a supply chain free of discrimination.
Some examples of these commitments are equal pay for
work of equal value, minimum six-month maternity leave in
all countries of operation, healthcare coverage that meets
the needs for diverse communities and non-harassment
policies. Furthermore, Telenor respects labour rights
principles as laid down in the UN Global Compact and ILO’s
fundamental conventions, which includes a commitment to
eliminate discrimination in the workplace. For more
information, see the Sustainability Report (page: 45).
Governance
Core to Telenor’s commitment to good governance and
responsible business is securing high international
standards of governance across the company’s operations.
The company has a long track-record of navigating
complex business environments with the help of robust
principles and processes. This will continue to be a central
part of how Telenor does business in the future.
The governance framework is set up to maintain high
standards for responsible business and corporate
governance, both when Telenor holds majority and minority
ownership positions. For more information, see the
Governance Report and the Sustainability Report.
Executive compensation report
The Board of Directors’ guidelines for compensation of Group
Leadership Team (“compensation policy”) was presented to the AGM on
11 May 2022. Telenor Group’s Executive Compensation Report for 2022
is published as a separate document, available on Telenor.com.
The AGM approved the Board’s policy for compensation of Group
Executive Management and approved the guidelines for share-related
incentives. For minutes of the AGM in 2022, please see Telenor.com. It is
the Board of Directors’ assessment that the implementation is aligned
with the compensation policy and the Norwegian state guidelines.
Norwegian Transparency Act
An important event in 2022 was the Norwegian Transparency Act
coming into force. The objective of the legislation is to promote
corporate respect for human rights and decent working conditions in
their operations and supply chains and places an obligation on
companies to carry out due diligence on actual and risks of adverse
impacts on human rights or decent working conditions in their
operations, supply chain and other business relationships. In addition,
companies have a duty to provide information to the public and to
publish an account of the company’s due diligence assessments which
is easily available. In preparation for the law, Telenor has engaged with a
broad range of stakeholders to provide input, seek clarifications, and
manage expectations; conducted a gap analysis to determine Telenor
Group’s preparedness for the new law; set up an internal cross-
functional working group to strengthen collaboration, coordination and
preparedness; and conducted awareness-raising through dialogue,
presentations, and workshops, including with key suppliers.
In accordance with the requirements of the act, Telenor
publishes an account of its due diligence assessments in
the Sustainability Report (page: 49).
Telenor’s Sustainability report
Telenor’s Responsible Business agenda and delivery on
ESG is further elaborated on in the 2022 Sustainability
Report (page 31). The Sustainability Report is published in
accordance with reporting requirements mandated by the
Norwegian Accounting Act §3-3c and the EU nonfinancial
reporting directive (EU NFRD 2014/95).
Telenor Nordics
The Nordic region is one of the most attractive markets for
telecommunications in the world. For Telenor, the growth
formula is based on the company’s record of providing
value to customers. Throughout the year, Telenor has
continued to build on its trusted position as a connectivity
provider to deliver more value to customers through
services beyond connectivity.
During 2022, Telenor strengthened the Nordics regional
organisation to further drive regional cooperation and
efficiencies and take key decisions closer to the customers.
Equality and equal pay
Telenor is an equal opportunity employer where pay is critical for
Telenor to be able to attract, retain and engage talent across all
markets. As a responsible business Telenor sets high standards and
implements robust and sustainable practices including transparent,
objective, and fair compensation practices.
In 2020, new regulatory requirements related to equality and gender
pay were introduced in Norway, with similar requirements introduced
in other European markets in 2023. Although there is no legal
requirement to implement the Norwegian reporting requirements
globally, the 2021 Equality & Gender Pay report [link] published in 2022
also covered all the core telecommunications business units and
Telenor Group, in addition to the seven companies with over 50
employees in Norway. While the gender pay reports are required to be
published on a bi-annual basis, Telenor publishes annual equality
statements for relevant companies also for 2022.
| Board of Directors’ Report | Annual Report 2022 | 13
The four business units in the Nordics are:
●
Telenor Norway, which is Norway’s leading telecom
operator, was awarded Norway’s fastest mobile
network by Ookla in its 2022 Speedtest Awards for the
fifth year in a row. The company offers services ranging
from fixed and mobile telephony to broadband and
data communications services for residential and
business customers, as well as wholesale services.
●
Telenor Sweden, which is Sweden’s third largest
mobile operator and provider of fixed broadband
services to Swedish consumers.
●
Telenor Denmark is the second largest mobile and fixed
broadband operator serving the Danish market.
●
DNA, which is the third largest mobile and fixed
broadband operator serving the Finnish market.
The Nordic growth strategy as a leading Nordic
telecommunications player laid out in 2022 is based on two
main pillars. The first is a focus on core connectivity, where
Telenor sees profitable growth opportunities in efficient
delivery of secure and reliable connectivity across all
segments, both mobile and fixed. Telenor’s high investment
levels in 2022 were driven by the rollout of 5G across the
Nordic markets.
The second pillar is to provide services beyond
connectivity, such as cloud storage, insurance and blocking
of fraudulent and malicious online activity for both
consumers and businesses. This offers potential for growth
and a way to protect the core connectivity services. Telenor
will continue to develop its brand and distribution strength
to introduce new services with partners and provide more
value to customers. This will enable Telenor to differentiate
itself and maintain its leading position in a competitive
market. 2022 demonstrated the opportunities that lie in
these service offerings. Alongside higher roaming revenues
and larger subscriber bases in Finland and Sweden,
services on top of connectivity contributed to Telenor’s
growth in the region. Close to 20 percent of the mobile
service revenues in the Nordics came from services on top
of connectivity. In Norway, security services were a key
driver of this growth and the new, Nordic setup in the
reshaped Telenor is set to expand these offerings on a
regional level in the near term. In the longer term, Telenor
also believes that the accelerating digitalisation will bring
new growth opportunities in the business-to-business
segment, for example in private networks, software-
defined networks, and managed security.
Telenor’s strategy is setting up the company to deliver on
its ambition of being the preferred provider for customers
in the Nordic region, while delivering profitable growth
through continued modernisation and cross-country
synergies. During 2022, Telenor reached a significant
modernisation milestone by completing the
decommissioning of the copper network in Norway and
successfully migrating all own customers on fixed legacy
products to services based on fibre and fixed wireless
access. Profitable growth will be the result of Telenor’s
ability to develop, operate and sell secure and reliable
services to Nordic consumers.
Telenor Asia
Since the 1990s, when Telenor’s first Asian venture was set
up in Bangladesh, the region has been a source of growth,
which has helped generate considerable value for Telenor’s
shareholders. While growth in the region has slowed in
recent years, with a population of half a billion people
across these markets there are still more than 150 million
that remain unconnected. Increasing data usage and
accelerated digitalisation also represent growth potential
for Telenor in Asia. During 2022, Telenor has seen high
double digit data growth in Bangladesh and Pakistan, and
there is further room to monetize this. The business-to-
business market is underpenetrated by Telenor in its Asian
markets, and this segment also offers double-digit
opportunities.
Since 2020, Telenor’s Asia unit, headquartered in
Singapore, has been driving an ambitious mergers and
acquisition (M&A) agenda. In Thailand and Malaysia, two
competitive markets, Telenor has sought partnerships to
strengthen its competitive positioning, reduce risk, and
build platforms for more profitable growth. In 2022,
CelcomDigi was established through the largest ever
merger in Malaysia and one of the largest
telecommunications mergers in Southeast Asia’s history.
The record transaction was followed by what is now the
largest telecommunication merger ever completed in the
same region, when the amalgamation of True and dtac was
completed on 1 March 2023, creating a number one
telecommunications and tech player in Thailand. Both these
mergers will offer significant revenue and cost synergies
and allow for improved value and cash flow generation over
time.
| Board of Directors’ Report | Annual Report 2022 | 14
The strategy launched by Telenor in 2022 is setting Telenor
Asia up to capture these opportunities in the region, while
at the same time managing an increasingly complex risk
picture. To develop the Asian portfolio to its full potential
and to have the optionality for potential structural moves at
the regional level, the Asian assets will be developed more
independently from Telenor’s Nordic operations. In some
markets, Telenor is partnering with leading regional
telecoms players to create positions of scale. Telenor’s
responsible business practices across its portfolio remains
a fundamental commitment.
Telenor’s telecommunications portfolio in Asia consists of
the following companies from 2023:
●
Grameenphone, which is Bangladesh’s largest mobile
operator, offering voice, data, and several value-added
services to customers through contract and prepaid
plans.
●
Telenor Pakistan, which is Pakistan’s second largest
mobile operator by subscriber base, offering voice and
data services to primarily prepaid customers.
●
CelcomDigi, the largest converged operator in
Malaysia, that combines the strengths of Celcom and
Digi to serve the growing digital needs of more than 20
million consumers, SMEs, and large enterprises in the
country.
●
True Corporation, a telecom tech frontrunner with 63
million customers across mobile, broadband and
television in Thailand that was established through the
merger of True and dtac - TBC.
In Myanmar, Telenor was forced to exit the country
following the military takeover. Telenor could not operate
under a regime that conflicted with its values, international
law and human rights principles. Safety of employees
consistently remined a key priority. A sale was considered
to be the option that had the least negative consequences
for employees, customers and the broader society. The
sale of Telenor Myanmar was closed in March 2022. Telenor
has continued to engage with civil society organisations
both as a part of its own learning processes and through the
Norwegian National Contact Point (NCP) for the
Organisation for Economic Co-operation and Development
(OECD).
As Asia continues to change rapidly, Telenor Asia is
entering partnerships to capture new growth opportunities
and realising an unwavering ambition of value creation.
Telenor is strengthening its positions within each market to
create strong local champions. The mergers in Malaysia and
Thailand created two new market leaders. In Bangladesh,
Grameenphone maintains its number one position. In 2022,
Telenor initiated a strategic review of operations in
Pakistan to address a challenging business environment.
The new partnerships Telenor Asia has formed through
mergers enable the company to also mitigate political and
regulatory risks in the region. Lastly, the more autonomous
operations of Telenor Asia gives Telenor more strategic
optionality. Telenor’s ambition is to increase the cash flow
from Telenor Asia, targeting a cash flow generation of more
than NOK 5 billion in 2025.
Telenor Infrastructure
Telenor Infrastructure comprises Telenor’s passive
infrastructure in the Nordics, including fibre infrastructure,
datacentres and telecommunication towers that are wholly
or part owned. Its main focus is to develop the full potential
of the infrastructure assets by prioritising operational
efficiency and new revenue sources. The setup also gives
Telenor the optionality to bring in external partners to both
fund and support the value of the assets.
The Nordic infrastructure market has a highly digitised
customer base, access to green energy and is located in
countries with solid economic conditions. Telenor aims to
capitalize on these advantages by growing the
infrastructure assets, achieving operational excellence,
and forging strategic partnerships in 2022.
In October 2022, Telenor achieved a significant milestone
by announcing a deal with KKR, a global investment firm,
and Oslo Pensjonskasse as minority partners, to sell 30
percent of the fibre assets held by Telenor Fiber AS. The
company owns the passive fibre assets in Norway,
including 130,000 km of cables that connect 560,000
homes. The agreed sales price represented an enterprise
value for the Norwegian fibre business of NOK 36.1 billion.
Telenor received proceeds of approximately NOK 10.8
billion from the sale, which was finalized on February 1,
2023.
In 2022, Telenor also became the first European
telecommunications company to decommission its copper
network. This move has enabled Telenor to deliver more
energy-efficient services, and reduce its environmental
impact while providing modern internet solutions to its
customers.
As telecommunications companies become more digital,
passive infrastructure such as fibre, towers, and data
centres, will be increasingly de-coupled from active
infrastructure, such as antennas, core networks and
service platforms. This trend has provided Telenor with an
opportunity to build standalone businesses that offer
services to both internal and external customers. This new
strategy has positioned Telenor to enhance its operations'
efficiency and explore partnerships in all relevant asset
classes, maximizing the assets' value and improving the
world-class connectivity infrastructure for the Nordic
region.
From 2023 and onwards, Telenor will report the fully owned
Nordic tower infrastructure as a separate business area
named Telenor Infrastructure.
| Board of Directors’ Report | Annual Report 2022 | 15
Telenor Amp
Telenor Amp, established in 2022, is Telenor’s spearhead
when it comes to investments and partnerships adjacent to
Telenor's core business. Telenor Amp will unlock value
through partnerships and transactions, managing Telenor’s
portfolio of companies adjacent to the core connectivity
business. In short, Telenor Amp invests in and builds Nordic
high-growth companies together with partners, in
segments where Telenor can make a difference as an
owner. Telenor Amp will establish a portfolio of companies
co-owned with financial or industrial partners that builds on
Telenor’s existing portfolio of companies within areas such
as the Internet of Things, maritime communication,
satellites, entertainment distribution and online classifieds.
The purpose is to create value for Telenor by building
valuable companies together with partners that generate
returns for all shareholders, and to contribute to increased
innovation, for example, by investing more in IoT, cyber
security and communication software. Telenor Amp will
enable Telenor to participate in the next wave of growth
enabled by technology advances in networks and data
processing. It will invest in areas where Telenor has
relevant competencies and competitive or technological
edge.
During 2022, the growth trend continued within services
closely linked to Telenor’s core mobile and fixed
connectivity, such as secure connectivity and IoT. Telenor
Amp will seek to develop leading Nordic service positions
within these areas. Both represent attractive markets with
double digit growth, healthy margins and where Telenor has
the experience and competencies to create value.
Telenor will pursue growth within these areas in the mid-
term period from 2023-2025. While exploring new
opportunities for the telecommunications industry’s next
advancements, Telenor will seek to work with strong
partners. Telenor Amp’s approach is to unlock significant
value with limited funding requirements through
partnerships or divestment of non-core assets. The
portfolio will be managed and developed to ensure that
Telenor is invested in future-oriented technologies, creates
added value and offers attractive opportunities for
potential partners.
| Board of Directors’ Report | Annual Report 2022 | 16
Telenor’s performance in 2022 enabled the company to
deliver a record high net income of NOK 45 billion highly
impacted by the gain of NOK 33 billion from divesting Digi
as a result of the merger with Celcom in Malaysia. Telenor’s
performance from continued operations improved from
the prior year despite high energy costs and global
macroeconomic instability.
The year marked several key
events for the Group, including unveiling of a new strategy
in September and delivering on several milestones of the
strategy, including completion of the merger between Digi
and Celcom in Malaysia and divesture of 30% of Telenor
Fibre AS in Norway.
Revenues
Total revenues for the year 2022 were NOK 99 billion, which
is an increase of NOK 1.8 billion, or 2%, from the year 2021.
Service revenues increased by 3% on reported and 2% on
organic basis. The growth in service revenues were largely
driven by growth in mobile service revenues in the Nordics,
as well as in Bangladesh and Pakistan. Mobile service
revenues growth in the Nordics was driven by increasing
demand for value-added services, higher roaming
revenues and larger subscriber bases in Sweden and
Finland.
Operating expenses
The operating expenses (opex) increased by NOK 1.3 billion.
Organic opex increased by NOK 1.5 billion, or 5%, and were
mainly driven by higher energy costs, increases sales and
marketing expenses and higher project costs.
EBITDA
EBITDA before other items decreased in 2022 by NOK 0.3
billion on reported basis to NOK 42.4 billion. On an organic
basis, EBITDA before other items increased by 0.5%, or
NOK 0.2 billion, to NOK 42.4 billion. Copper
decommissioning, increased project costs and higher
energy costs had a negative effect on the EBITDA of around
5 percentage points in 2022. These were offset by higher
revenues and positive non-recurring effects in Pakistan,
Norway, Thailand and Other units.
Total EBITDA increased by NOK 2.2 billion and, in addition to
the aforementioned items, was primarily driven by gain of
NOK 1.7 billion on disposal of fixed non-core assets in
Sweden and the Norwegian Competition Authority fine in
Norway in 2021 of NOK 0.8 billion.
Net Income
Net income to equity holders of Telenor ASA was NOK 44.9
billion in 2022, which is an increase of NOK 43.4 billion from
2021. Net income from discontinued operations increased
by NOK 38.3 billion, mainly due to the gain on disposal of Digi
of NOK 32.9 billion and impairment of Telenor Myanmar last
year of NOK 6.5 billion. Net income from continued
operations was NOK 13.7 billion, which is an increase of NOK
4.9 billion. Net income was impacted by gain on disposal of
fixed non-core assets in Sweden of NOK 1.7 billion, partly
offset by impairment of Telenor Pakistan of NOK 2.5 billion.
Telenor had a net tax income which was impacted by a
favourable development in a tax dispute in Norway and
realisation of tax losses from restructuring of
shareholdings in Asia.
Free cash flow
The free cash flow for the year was NOK 10.6 billion. Free
cash flow before M&A activities was NOK 9.9 billion, and
was a result of positive contributions from all business
areas despite inflationary pressures.
Free cash flow relating to M&A activities was NOK 0.7 billion.
Cash inflows from the sale of fixed non-core assets in
Sweden and receipt of final instalment from the sale of
operations in Central and Eastern Europe led to inflows of
NOK 2.9 billion and 1.0 billion, respectively, and were largely
offset by cash outflows of NOK 1.8 billion related to the
completion of the merger in Malaysia and net reduction in
cash of NOK 1.4 billion from the sale of Myanmar. The
outflows related to the merger in Malaysia and sale of
Telenor Myanmar include the effects of deconsolidation of
their cash balances.
Capital expenses
The capital expenses for the year excluding licences and
spectrum were NOK 16.7 billion which was driven by the 5G
roll-out in the Nordics, fibre investments in Norway and
network investments in Thailand. The capex to sales ratio in
2022 was 17% which is the same as in the prior year.
03
Performance in 2022
Board of Directors’ Report
| Board of Directors’ Report | Annual Report 2022 | 17
Financial position
At the end of 2022, total assets stood at NOK 239.2 billion.
The main changes during 2022 were caused by the
deconsolidation of Digi and recognition of CelcomDigi as an
associate, and positive currency translation effects.
Net debt stood at NOK 97.9 billion at the year end, which is
a decrease of NOK 2.9 billion from the prior year. The
decrease was driven primarily by positive free cashflow
adjusted for sale of Telenor Myanmar of NOK 12.0 billion and
deconsolidation of Digi of NOK 7.1 billion, partly offset by
dividends to equity holders of Telenor ASA of NOK 13.0
billion and negative currency translation effects of
approximately NOK 5.0 billion. Interest-bearing liabilities
excluding licence obligations decreased by NOK 9.3 billion.
Cash and cash equivalents decreased by NOK 5.3 billion.
The leverage ratio on 31 December 2022 stood at 2.2x,
which is an increase of 0.1x from 31 December 2021.
Following deconsolidation of Digi, the leverage definition
now includes dividends from associated companies and
joint ventures.
Other key events
On 30 November, the merger of the telecommunication
operations of Celcom and Digi in Malaysia was completed.
The newly established entity, CelcomDigi, is now
operational.
Furthermore, during the year, Power Purchase Agreements
(PPAs) for Telenor’s operations in Norway and Denmark
were entered into. In Norway, Telenor signed a 10-year PPA
with Hydro for the supply of renewable energy to power the
Norwegian operations and the energy of which will be
generated by a wind park in Sweden. The construction of
the wind park is well underway, and commissioning is
planned for November 2023. In Denmark, the PPA is also 10-
year and based on solar energy and will power the
operations of our shared network with Telia. The solar park
is expected to be completed and operational by end of
2024.
Outlook
Telenor maintains the mid-term ambitions outlined at the
Capital Markets Day in 2022. The company aims to generate
profitable growth in the Nordics, with a mid-term ambition
to deliver low to mid single-digit service revenue growth
and mid single-digit growth in EBITDA.
For 2023, Telenor expects to see low to mid single-digit
growth for both service revenues and EBITDA in the
Nordics. Capex to sales in the Nordics is expected to be
around 17%. The capex Is expected to decline in the
following years as the company aims to reduce Nordic
capex by around NOK 2 billion in nominal terms from 2022
to 2025.
Telenor maintains the dividend policy to aim for a year-on-
year growth on ordinary dividends per share, and eiterates
that the dividend is expected to be covered by free cash
flow in 2025. The company’s outlook for free cash flow
excluding M&A and new spectrum investments for 2023-
2025 is unchanged from the Capital Markets Day.
Parent company performance
Telenor ASA is the parent company that include group
management, corporate functions and a research and
development department. Revenues are mainly sale of
various services to the group companies, including
consultancy, research and development services.
Expenses in the parent company mainly relate to
consultancy fees in strategic group projects, property
lease, IT-operations and maintenance purchased from
other group companies. Telenor ASA has a Treasury
function that manages the main part of the external debt
financing of Telenor and provide loans and guarantees to
group companies. Treasury also manage the cash pool in
the group.
For 2022, Telenor ASA recorded revenues of NOK 871
million, down from NOK 895 million in 2021, while the total
operating expenses increased by NOK 63 million to NOK
1 602 million.
During the year the interest-bearing liabilities decreased
from NOK 72 349 million to NOK 70 225 million, of which
NOK 3.4 billion is related to currency losses.
Telenor ASA’s net income for 2022 was NOK 5 776 million,
after receipt of a group contribution and dividends of NOK
7 011 million.
Allocation of profits
The Board proposes the following allocation: NOK 5 776
million transferred to retained earnings. After this
allocation, and after the deduction of share capital, Telenor
ASA has equity of NOK 96 459 million.
Shareholder remuneration
Telenor aims for year-on-year growth in ordinary dividends
per share, where annual dividends are paid in two
instalments. Buyback of own shares or extraordinary
dividend payouts will be evaluated on a case-by-case basis.
Based on the performance during the year, the Board of
Directors proposes an ordinary dividend of NOK 13.2 billion
corresponding to NOK 9.40 per share for 2022, to be
declared by the Annual General Meeting on 10 May 2023.
The proposed dividend shall be split into two tranches of
NOK 5.00 and NOK 4.40 per share, to be paid in May and
October 2023 respectively.
Additionally, the Board of Directors of Telenor ASA held an
extraordinary general meeting on 26 January 2023 asking
| Board of Directors’ Report | Annual Report 2022 | 18
the General Meeting for a share buyback authorization. The
proposal for a share buyback authority relates to the
agreement to divest 30% of Telenor Fiber AS in a
transaction as described in stock exchange notice of 7
October 2022. The transaction will generate proceeds of
approximately NOK 10.8 billion to Telenor, of which NOK 3.7
billion will be utilised for share buyback.
Going concern
In the view of the Board, Telenor ASA has a solid financial
position. In accordance with Section 3-3a of the Norwegian
Accounting Act, the Board confirms that the prerequisites
for the going concern assumption exist and that the
financial statements have been prepared based on a going
concern basis.
| Board of Directors’ Report | Annual Report 2022 | 19
Risk management is crucial in identifying, assessing, and
managing risks in a way that supports Telenor in achieving
its ambitions and goals. It is also a crucial part of Telenor’s
commitments to the wide range of stakeholders impacted
by the company. Risk management is therefore an
integrated part of business throughout all entities in
Telenor.
For more information about the company’s risk process,
see chapter 10 of the Governance Report (page 27).
When operating across multiple markets, Telenor is
exposed to a range of risks that may affect its business. The
company prioritises risks based on a materiality
assessment and aims to reduce the exposure to an
acceptable level. Telenor aspires to earn competitive
returns at acceptable risk levels. Some key risk areas are
highlighted below.
Geopolitical environment risk
Telenor operates in markets that are subject to geopolitical
risks with potential negative impacts. The war in Ukraine
resulted in geopolitical uncertainty and volatility across the
globe. The duration, impact and outcome of the ongoing
military conflict is highly unpredictable. The war
contributed to the slowing down of global economic
growth, energy shortages leading to price increases and
overall rising inflation. Further, it resulted in increased risk
exposure in various areas, such as disruptions in the supply
chain, increased cyber threats, risk of sabotage of critical
infrastructure and sanction risk. The higher inflation and
economic slowdown caused by the war is increasing the
risk of a potential global recession in 2023.
In addition, the US-China trade relation is impacting the
long-term strategic supply chain risk, with tensions related
to Taiwan accelerating the trend.
Post-COVID-19 macroeconomic instability, aggravated by
increased energy costs and inflation, may increase the risk
of governments in Telenor’s Asian markets enforcing
additional financial, regulatory and tax requirements.
These risks require close and continuous monitoring and
are being closely followed up.
Operational risk
Business security (cyber and physical
security)
Cyber-attacks on Telenor could lead to service disruption
or theft of sensitive information, which may have a severe
impact on Telenor’s reputation and financial performance.
The amount, severity and sophistication of attacks have
increased in recent years, which has led Telenor to make
considerable efforts in countering this risk by
strengthening the ability to detect and manage cyber
security incidents to protect customers, assets and
services. This includes improving the cyber security
capabilities and competences in both technology, people
and processes, including working with partners and
improving Telenor’s defensive capabilities in detecting and
preventing cyber risks to assets and customers.
The likely act of sabotage involving critical infrastructure in
the Baltic Sea, namely the Nord Stream 1 and 2 gas
pipelines, demonstrates that adversarial acts towards
critical infrastructure is becoming a more salient risk.
Telenor considers the war in Ukraine and the resulting
sanctions on Russia and Belarus to increase the likelihood
of cyber-attacks on Western countries and critical
infrastructure, where Telenor may be subject to both direct
cyber-attacks and collateral damage. Telenor continues to
monitor the situation closely and has increased its
readiness in the event of potential attacks.
Supplier and supply chain risk
Telenor depends on key suppliers and third-party providers
for the supply and maintenance of equipment and services.
Supply chain disruptions, such as bans or sanctions on
vendors due to increasing geopolitical tension, may lead to
confidentiality and integrity breaches, reputational impact
and can have potential impact on Telenor’s innovation and
competitive ability. The global shortage of chipsets,
especially low-cost chips such as SIM cards, may impact
Telenor’s operation.
Telenor has a multi-vendor strategy, which includes supply
of products and services from European, US-based and
Chinese suppliers. Telenor’s multi-vendor strategy limits
the downside of being dependent on only one vendor.
When it comes to chipset shortages, Telenor has reduced
the impact of the global shortage by putting concerted
effort to securing stocks for chipset categories like SIM
cards and essential spare parts. Telenor is increasing the
focus on supplier due diligence and follow-up, especially for
critical contracts.
04
Risk overview
Board of Directors’ Report
| Board of Directors’ Report | Annual Report 2022 | 20
Supplier and supply chains risks also impact Telenor’s ESG
risks and ambitions. For more information, see the
Sustainability Report (page: 66).
Global pandemics
The spread of cross-border diseases such as COVID-19
poses an operational risk to Telenor Group. It may impact
the health and safety of Telenor’s employees. Due to
lockdown measures and pandemic responses, it may also
cause significant changes in consumption,
macroeconomic developments, commercial activity, usage
patterns, potential disruptions in the supply chain of
hardware and handsets, maintenance of infrastructure and
access to resources.
Network
The quality and reliability of Telenor’s telecommunications
services depend on the resilience and stability of its
network, including the networks of other service providers
with which it interconnects. These networks are vulnerable
to service interruptions, damage or data breaches coming
from targeted and advanced cyberattacks. Repeated,
prolonged or major network or IT system failure could
damage Telenor’s reputation and financial performance,
including its ability to attract and retain subscribers.
New technologies are more robust in response to cyber
security attacks. Telenor ensures continued improvements
in network quality by investing in increased redundancy and
resilience of systems and modernisation of equipment and
technology, extending the lifetime of its networks.
People Risk
Telenor’s employees play a crucial role achieving the
company’s ambitions and their skills are key factor in the
process. Telenor aims to fostering a learning culture by
focusing employee development plans and follow up with
strategic and targeted learning and development activities.
Failing to attract and retain talent in critical roles or with
critical skills, and to foster a culture where everyone felt
able to be their best, could affect Telenor’s overall
capabilities.
Emerging technology and digitalisation
Introduction of new technologies, digitalisation and
changing consumer behaviours in the telecommunications
sector opens opportunities for new business models. These
opportunities lead to structural changes and increased
industry dynamics. Failure to respond to and meet the
demands developing in the marketplace could have a
negative impact on customer relationships, value chain
position and service offerings.
Telenor has embarked on a vital modernisation agenda to
adapt accordingly, including investing in upskilling the
organisation and modernising its networks.
Environment, Social, Governance
risk
People safety
Employees and suppliers involved in Telenor’s operations
remain exposed to health and safety incidents. Risks
related to traffic, network, rollout projects in remote
locations, terrorism, natural disasters and social unrest
remain relevant to Telenor, particularly in the Asian
markets. Telenor is committed to raising health, safety and
people security awareness and culture among employees
and suppliers. In 2022, Asian business units continued to
implement a program that focused on improvement within
health and safety competence, culture and leadership
focus.
Telenor’s ambition is zero injuries to employees and
business partners and having health, safety and people
security fully embedded in the business. For more
information, see the Sustainability Report (page: 56).
Climate and environment
For Telenor, climate-related physical risks include potential
damage to vital infrastructure and utilities through the
impact of more extreme weather events and rising sea
levels. Climate-related regulatory risks include potentially
higher operational costs due to increasing carbon taxes,
energy and fuel taxes, as well as risks of higher capital costs
due to a required transition towards the use of renewable
energy solutions. The severe flood in Pakistan is an
indication that the frequency of natural disasters will
increase in the coming years. For more information, see the
Sustainability Report (page: 39).
Human rights
Telenor’s most salient group-wide human rights risks
remains ensuring the right to privacy and freedom of
expression, compliance with labour standards in the supply
chain, preventing child labour, ensuring online safety,
preventing discrimination and respecting land rights.
Following internal processes based on international
frameworks such as the UN Guiding Principles on Business
and Human Rights is the first step towards mitigating these
risks. Other mitigating actions, such as engagement with
stakeholders, training and capacity-building, are in place to
mitigate these risks. For more information, see the
Sustainability Report (page: 49).
Privacy and protection of personal data
The privacy risk relates to the compliance risks of customer
data protection as regulated by relevant privacy laws and
regulations. Data processing in breach of privacy laws may
be subject to substantial fines. Examples of such risks are
lack of customer consent where needed, lack of privacy
impact assessments, lack of data processing agreements,
privacy risks related to authority requests, or lack of
adequate technical and organisational measures to ensure
information security.
Telenor’s risk responses include implementation of
continuous vendor monitoring dialogue, facilitation of
knowledge sharing across subsidiaries and in-depth
| Board of Directors’ Report | Annual Report 2022 | 21
monitoring of security and privacy maturity levels across
subsidiaries with follow-up dialogues. Telenor’s internal
processes for managing all authority directives and
requests are guided by international frameworks such as
the UN Guiding Principles on Business and Human Rights.
Corruption risk
Corruption is a threat to Telenor’s business and the
societies where the company operates. It can undermine
legitimate business activities, distort competition, damage
reputations, and expose individuals to risk. Corruption-
related risk includes bribery and trading in influence. A risk-
based Anti-Corruption Compliance Programme to prevent,
detect and remedy corruption risk is implemented in all
Telenor’s subsidiaries. For more information, see the
Sustainability Report (page: 64).
Business environment risk
Regulatory risk
Telenor’s operations are subject to requirements through
sector-specific laws, regulations and national licences.
Regulatory developments and uncertainty could affect the
Group’s results and business prospects. Telenor Group
depends on licences and access to spectrum and
numbering resources in order to provide
telecommunications. Unforeseen events could cause
disruption in rollout plans and result in the risk of not
meeting mobile license obligations. The risk is particularly
high in Asian markets with issues related to high spectrum
prices, tax disputes, renewal of licenses and general
unpredictability in the business environment.
The regulatory risk exposure is primarily related to mobile
operations in Grameenphone and Telenor Pakistan. In
Bangladesh, Grameenphone faces regulatory scrutiny of its
operations and has several pending and unresolved
regulatory and legal cases. These risks can lead to
limitations on the commercial freedom of Grameenphone,
combined with financial burden and loss of reputation. In
Pakistan, Telenor Pakistan continuous to be subject to
arbitrary assessments and unpredictable application of tax
legislation.
Telenor is committed to working towards securing modern
regulatory frameworks and tax regimes, ensuring that
everyone can derive the full benefit of a digital society. For
more information, see the Sustainability Report (page: 68).
Spectrum
There is a risk in timing of spectrum acquisitions, its price
levels, and its impact on Telenor’s market positions and
value creation in the Asian markets. Spectrum related risk
may have significant financial impact and creates
uncertainty and challenges for network investments. There
is a low risk associated with spectrum in the Nordics.
Specific spectrum risk responses are developed on a case-
by-case basis. Telenor supports efficient use of radio
spectrum resources for the increasing demands for mobile
broadband capacity.
Financial risk
Currency risk
Approximately 74 percent of Group revenues is derived
from operations with a functional currency other than the
Norwegian krone. Currency fluctuations affect the value of
investment in foreign operations when translating financial
statements into Norwegian kroner. Telenor seeks to hedge
its net investment in foreign operations by allocating
currency debt on the basis of relevant market values and
market capabilities. The most significant debt currencies
for Telenor are euros, US dollars, Swedish krona, Thai baht
and Malaysian ringgit. Currency risk exists when Telenor or
any of its subsidiaries enter into transactions or hold
monetary items in foreign currencies. Committed cash
flows in foreign currencies equivalent to NOK 300 million or
more shall be considered for hedging, if feasible.
Credit risk
Telenor’s exposure to credit risk mainly relates to trade
receivables, deposits with financial institutions and
financial derivatives. Credit risk related to trade receivables
is assessed to be limited due to the high number of
customers in the Group’s customer base. Credit risk arising
from financial derivatives and cash deposits is managed
through diversification, internal risk assessment and credit
scoring, as well as credit risk mitigation tools. In 2022
Telenor had no credit losses due to default of financial
institutions.
Liquidity
Liquidity risk is low and financial flexibility is maintained
through a diversified set of funding sources. Telenor
emphasises financial flexibility and minimises liquidity risk
through ensuring access to a diversified set of funding
sources, this includes committed and uncommitted
sources of funding. According to Group Treasury Policy,
Telenor shall have sufficient sources of liquidity to cover
expected operational liquidity needs for the next 12 months.
Interest rate risk
Telenor is exposed to fluctuations in interest rates through
funding and liquidity management activities. The Group
treasury policy states that the portion of the fixed rate shall
be between 30 percent to 70 percent of external debt. The
portion of fixed rate of Group’s debt was 58 percent as of
31 December 2022. The risk is managed using both fixed and
floating rate debt, often through interest rate derivatives.
| Board of Directors Report | Annual Report 2022 | 22
1. Implementation and reporting
on Corporate Governance
The Board considers sound corporate governance as vital
to ensure the greatest possible sustainable value creation
over time in the best interest of its shareholders,
employees, and other stakeholders. The Board is
committed to maintaining a high standard of corporate
governance across Telenor Group, in line with applicable
Norwegian and international laws and internationally
recognised standards, including the latest edition of the
Norwegian Code of Practice for Corporate Governance (the
NCGB Code of Practice) of 14 October 2021.
Telenor’s principles and practices for corporate
governance are subject to regular discussions and annual
review by the Board and the Board’s People and
Governance Committee. The Board commits to these
principles and practices in its own work and decision-
making.
Telenor ASA is a public limited liability company established
under Norwegian law, with shares listed on the Oslo Stock
Exchange (Oslo Børs). As an issuer of listed shares, Telenor
complies with and operates in accordance with rules
governing the Oslo Børs, including the at any time
applicable Issuer Rules and Rule Books for Oslo Børs.
Further, Telenor is subject to specific rules and regulations
in all countries where the Telenor Group conducts business.
The corporate governance principles and practices as
required by the Accounting Act Section 3-3b and the details
of how Telenor complies with the NCGB Code of Practice
are accounted for in this section, which follows the
structure of the NCGB Code of Practice.
Deviations from the NCGB Code of Practice Section 1: None.
2.
Business
Business Activity Clause
The business activities in which Telenor is engaged are set
out in the Articles of Association for Telenor ASA, Clause 3:
“The object of the company is to engage in
telecommunications and other related activities. These
activities may be conducted by the company itself, by
subsidiaries or through participation in other companies or
in cooperation with others.”
The Articles of Association are published on Telenor’s
corporate website.
Objectives, Strategies and Risk Profiles
The Board has established clear objectives and strategic
ambitions, with responsible business as a foundation for
Telenor's strategy. The strategy and the Board’s
commitment to responsible business conduct is described
in the previous chapters of this Board of Directors Report
and in Telenor’s Sustainability Report which annually
illustrates Telenor’s work and progress on goals related to
the ESG framework (page 31).
Objectives and strategies are evaluated by the Board
regularly throughout the year, while risk profiles are
evaluated by the Board bi-annually and the Risk and Audit
Committee assesses top risks every quarter. Risk is further
an embedded part of the Board’s strategy discussions and
investment decisions. See section on Telenor’s risk
overview (page 19) and section 10 on Risk management and
internal control (page 27).
Telenor’s Corporate Governance Framework
It is the role and responsibility of the Board to ensure that
Telenor adheres to internationally recognised principles for
effective control of company activities, and to provide the
necessary guidelines for such activities and corporate
management. The Board furthermore adheres to such
standards in its own work and decision-making. The Board
also ensures that Telenor protects its reputation in relation
to owners, employees, customers, the public and the
capital market.
Telenor Group’s Governing Principles describe the
governance for the business of Telenor Group, as well as
key governing bodies in Telenor ASA, the interaction
between Telenor ASA and the business areas, business
units and non-controlled entities, and core global
processes including strategy, financial reporting,
forecasting and reviews.
Telenor works continuously to improve its governance
framework and to ensure that policies, training, and control
mechanisms are adequate to ensure that considerations
related to its stakeholders are considered in the decision-
making processes. During 2022 a revised governance
framework has been developed with new mechanisms that
reflect the Reshaped Telenor, with a clear headquarter role
and four business areas.
Sound corporate governance, in line with Norwegian and
international laws and generally accepted rules and
05
Corporate Governance Report
Board of Directors’ Report
| Board of Directors Report | Annual Report 2022 | 23
recommendations, is critical to Telenor’s business integrity
and for ensuring the greatest possible value creation over
time. Implementing high ethical standards across Telenor
Group continues to be a strong focus of the Board.
Telenor’s Code of Conduct highlights the core values and
ethical principles and represents an important foundation
for Telenor’s corporate governance in maintaining a
healthy corporate culture promoting ethical conduct. The
Code of Conduct is owned and approved by the Board. All
employees are required to complete an annually updated
eLearning programme with dilemma training in order to
sign the Code of Conduct.
The Board places high emphasis on transparency and
trustful cooperation between parties and stakeholders
involved with Telenor Group: its owners, Corporate
Assembly, Board and Group Leadership Team, partners,
employees, customers, suppliers, creditors, public
authorities, and society at large.
Telenor’s governing documents are implemented in
Telenor ASA and in all subsidiaries directly or indirectly
controlled by Telenor ASA, as defined in Telenor’s
Governing Principles. Separately listed companies shall
take due account of the requirements for listed companies
in the relevant jurisdiction. For operations that are not
controlled by Telenor, it is a requirement that the company
operates within relevant rules and regulations and a risk-
based governance framework consistent with recognized
international standards. Ensuring such standards in the
companies’ governance framework has been a particular
focus when working to merge Telenor’s telecom
operations in Malaysia and Thailand.
Deviations from the NCGB Code of Practice Section 2:
None.
3. Equity and dividends
Share capital
The share capital of Telenor is stated in the Articles of
Association, Clause 4. The company’s share capital at year-
end 2022 is NOK 8,396,748,198 divided into 1,399,458,033
shares, each with a par value of NOK 6.00.
At the AGM on 11 May 2022, the Board was given
authorisation according to section 9-4 of the Public Limited
Liability Companies Act to acquire up to 10,000,000 of its
own shares with a nominal value of a total of NOK
60,000,000, which corresponds to approximately 0.7
percent of the company’s share capital. The authorisation
was given to cover the fulfilment of the company’s
obligations in accordance with the company’s Long-Term
Incentive (LTI) program for executive management and in
connection with Telenor’s general share program for
employees (ESP). As per 31 December 2022, a total of
469,550 shares had been purchased and distributed to
employees according to this authorisation.
In the first quarter of 2022, 338,977 own shares for the ESP
program were acquired according to authorisation from
the AGM in 2021, bringing the total number of shares
acquired in 2022 to 808,527.
At an EGM on 26 January 2023, the Board was granted an
authorisation to acquire up to 47,000,000 own shares with
a nominal value of a total of NOK 282,000,000, which
corresponds to approximately 3.4 percent of the
company’s share capital. The authorisation is limited to a
maximum of NOK 4.3 billion and is valid until 31 December
2023. The purpose of the buyback authorisation is to
compensate for the minority leakage created by the sale of
30 percent of the shareholding in the Norwegian fibre
business.
Equity
Telenor regards its consolidated equity to be at an
appropriate level considering the company’s objectives,
strategy, and risk profile. Telenor’s objective is to create
value for its owners and stakeholders and involves a
continuous focus on ensuring that the company’s equity is
adapted to the company’s objectives, strategy, and risk
profile.
The Board has established a dividend policy that forms the
basis for the proposals on dividend payments presented to
the General Meeting. The Board believes that it is in the best
interest of Telenor to draw up a long-term and predictable
dividend policy. This corresponds with the objective of
providing its shareholders with a return on their
investments at least equal to alternative investments with
similar risk profiles. Such a return should come in the form
of cash dividends and/or share buyback if applicable, and
increased share value.
Telenor’s dividend policy is to aim for year-on-year growth
in ordinary dividends per share. Telenor pays semi-annual
dividends. In addition, acquisition of treasury shares and/or
extraordinary dividends will be evaluated on a case-by-case
basis. The Public Limited Companies Act provides for
dividend payments to be resolved by the Board pursuant to
authorisation from the General Meeting. Such authorisation
may only be provided until the next ordinary AGM and
dividends may only be resolved based on the company’s
latest approved annual accounts.
The General Meeting, following the proposal from the
Board, adopts a resolution on the distribution of the
dividend. The AGM on 11 May 2022 approved an ordinary
dividend of in total NOK 9.30 per share, representing an
increase of three percent per share over the previous year.
The Board will propose a total dividend of NOK 9.40 per
share for the financial year 2022 to the AGM in May 2023.
The dividend will be split into two tranches of NOK 5.00 and
NOK 4.40 per share to be paid in May and October 2023,
respectively. The two tranches will have separate ex.
dividend and record dates. The proposed dividend per
share is one percent higher than the dividend per share paid
out in 2022.
Deviations from the NCGB Code of Practice Section 3:
The NCGB Code of Practice recommends that mandates
granted to the board of directors to increase the
| Board of Directors Report | Annual Report 2022 | 24
company’s share capital or to purchase own shares should
be intended for a defined purpose and should be limited in
time to no later than the date of the next annual general
meeting. In the EGM held on 26 January 2023, the Board was
granted authorisation to acquire own shares until 31
December 2023. The reason the authorisation was not
limited in time until the next ordinary AGM was to allow
sufficient time to acquire shares in accordance with the
authorisation.
4. Equal treatment of
shareholders
One class of shares, equal rights
The Board endorses the principles of transparency and
equal treatment of all shareholders. Telenor has only one
class of shares. The Articles of Association have no
restrictions on voting rights. All shareholders have the same
rights.
The General Meeting may authorise the Board to purchase
treasury shares. Pursuant to such authorisations given to
the Board, the Board has been free to decide if and how the
acquisition of shares shall take place within the framework
of applicable law and shall ensure compliance with general
principles of equal treatment of shareholders. All buy backs
have been made in market places where the Telenor share
is traded at prevailing market price.
The Norwegian state as the main shareholder
The Norwegian state is the main shareholder in Telenor,
with a holding of 53.97 percent of the Telenor shares as of
31 December 2022. The Ministry of Trade, Industry and
Fisheries manage the ownership interest. The Norwegian
state emphasises that partly state-owned companies
should comply with principles for good corporate
governance. The state’s active exercising of its ownership
policy is governed by the Norwegian legislation for
companies and by accepted principles for exercising good
ownership. As a result, the Board is responsible for
evaluating the expectations that the shareholders and
others have towards the company, and for accomplishing
the commercial targets which the Board deems
appropriate. More information about administration of the
Norwegian state’s ownership interests and the
Government’s Ownership Policies can be found on the
Government’s webpages.
Increase in share capital
Telenor practices the principle that any decision to waive
the pre-emption rights of existing shareholders to
subscribe for shares in the event of an increase in share
capital should be justified. Where the Board resolves to
carry out an increase in share capital and waive the pre-
emption rights of existing shareholders based on a
mandate granted to the Board, the justification should be
publicly disclosed in a stock exchange announcement
issued in connection with the increase in share capital.
Deviations from the NCGB Code of Practice Section 4:
None.
5.
Shares and negotiability
Telenor shares are listed on the Oslo Stock Exchange and
are freely negotiable. Telenor has one class of shares, and
each share equals one vote at the General Meeting. The
shares have no trading restrictions in the form of Board
consent or ownership limitations.
The Articles of Association of Telenor ASA contain no
restrictions on negotiability or voting rights and all shares
have equal rights.
Deviations from the NCGB Code of Practice Section 5:
None.
6. General Meetings
The AGM is the company’s supreme governing body. The
General Meeting adopts Telenor’s Articles of Association
and serves as the main meeting place between
shareholders, elected officers, and management.
Telenor encourages all shareholders to exercise their rights
by voting at the General Meeting. Notice of the meeting
together with all relevant documents are published on
Telenor’s corporate website no later than 21 days prior to
the date of the General Meeting. The notice includes voting
procedures and instructions to shareholders wishing to
propose resolutions. To allow shareholders to form a view
on all matters to be considered at the General Meeting, the
draft resolutions and supporting information shall be
detailed and comprehensive. According to the Articles of
Association, documents relating to the items on the
agenda, including documents that according to law shall be
included in the notice, are not required to be sent to the
shareholders if the documents are available on Telenor’s
corporate website. A shareholder may request, however,
that such documents are sent to them. Shareholders can
vote separately on each item of the agenda and on each
candidate nominated for election to the company’s bodies.
According to the Articles of Association, the AGM shall be
held once a year before the end of June. The AGM shall deal
with the following matters, as stipulated in the Articles,
article 8:
●
Approval of the financial statements and annual report,
including distribution of dividends.
●
Any other matters that shall be dealt with by the AGM
by law or pursuant to the Articles of Association.
Shareholders who wish to attend the AGM must give prior
notice to Telenor in accordance with the Board’s decision.
The deadline can be up to five days prior to the AGM, as
stated in the third paragraph in article 8 of the Articles. In
2022, the deadline was set to two days prior to the AGM for
physical attendance, while online attendance did not
require prior notice.
Shareholders who do not attend may vote by proxy or in
advance by paper votes or electronic means. The notice
includes instructions on how to vote by proxy.
| Board of Directors Report | Annual Report 2022 | 25
The Board may provide guidelines for advance voting. Such
guidelines shall be included in the notice.
The 2022 AGM of Telenor ASA was held on 11 May 2022 with
the possibility for both electronic and physical attendance
for shareholders.
The AGM was chaired by the Chair of the Corporate
Assembly in accordance with article 8 of the Articles.
In addition to the Chair of the AGM, who is also Chair of the
Corporate Assembly and the Nomination Committee, the
Chair of the Board, the President and CEO, the Chief
Financial Officer and the company’s auditor attended the
meeting physically.
The Board, the Corporate Assembly or the Chair of the
Corporate Assembly can convene an Extraordinary General
Meeting (“EGM”). If the company’s auditor or shareholders
representing at least 5% of the share capital request in
writing that an EGM is convened to deal with a specific
matter, the Board must ensure that an EGM is held within
one month of when the request was submitted.
No EGM was convened in 2022, however, an EGM was held
on 26 January 2023, where the Board was granted
authorisation to acquire own shares until 31 December
2023, please also see section 3 in this chapter.
The minutes of General Meetings, together with voting
results, attendance, shareholder representation and pre-
meeting documents are made available on Telenor’s
corporate website.
Deviation from the NCGB Code of Practice section 6:
●
The NCGB Code of Practice recommends that all Board
members attend the AGM. Telenor has not deemed it
necessary to require the presence of all Board
members. The Chair of the Board, the Chair of the
Nomination Committee and the Corporate Assembly,
the President and CEO and other relevant members of
management are present at the AGM.
●
The NCGB Code of Practice recommends that the
general meeting can elect an independent chairman for
the general meeting. Article 8 of the Articles provides
that the general meeting shall be chaired by the Chair of
the Corporate Assembly.
7. Nomination Committee
The Nomination Committee of Telenor ASA is established
and works pursuant to Telenor ASA's Articles of
Association, Clause 9. The General Meeting has adopted
instructions for the Nomination Committee.
The Nomination Committee consists of four members that
shall be shareholders or representatives of shareholders
and shall be independent of the Board and the Executive
Management. The members are elected by the General
Meeting, however, the Chair of the Corporate Assembly
shall be elected as the Chair of the Nomination Committee.
When appointing members to the Nomination Committee,
the interest of the company and shareholders interest shall
be taken into consideration. According to its instruction,
the Nomination Committee shall take into account the
Company’s need for expertise, capacity and diversity when
assessing candidates.
The Nomination Committee of Telenor nominates
shareholder representatives to the Corporate Assembly
and the Board, as well as the Nomination Committee,
including a proposal for the compensation of these. The
Nomination Committee makes recommendations to the
General Meeting for the election and compensation of
members of the Nomination Committee.
The Nomination Committee consults with shareholders, the
Board, including every member of the Board individually,
and executive personnel (and with members of the
Corporate Assembly, where appropriate) as part of its work
on monitoring the composition of the Board, the Corporate
Assembly, and the Nomination Committee. Information
about the composition and background of the members of
the Nomination Committee and how to submit proposals is
available on Telenor’s corporate website.
The General Meeting has adopted instructions for the
Nomination Committee. The Nomination Committee held
30 meetings in 2022. Average attendance over the year at
the Nomination Committee meetings was 99.2 percent.
Deviations from the NCGB Code of Practice Section 7:
None.
8. Board of Directors
composition and independence
Telenor has a Corporate Assembly and a Board of
Directors, as required by Norwegian law. The Corporate
Assembly is a Norwegian body, regulated by the Public
Limited Liability Companies Act, Sections 6-35 to 6-40 and
Telenor's Articles of Association Section 7. The Corporate
Assembly has adopted instructions for the Corporate
Assembly.
Composition and work of the Corporate Assembly
The composition of the Corporate Assembly is determined
with a view to ensure that it represents a broad cross-
section of Telenor shareholders. The Corporate Assembly
consists of 15 members and two observers, elected for a
term of two years. Ten members and three deputies are
elected by the General Meeting. Five members and two
observers, with deputies, are elected by and from the
employees pursuant to the rules in the regulations relating
to the provisions of the Norwegian Public Limited Liability
Companies Act concerning the employees’ right to
representation on the board of directors, corporate
assembly, etc.
The Corporate Assembly is primarily a supervisory body,
which supervises the Board and the President and CEO's
administration of the company. The Corporate Assembly
elects the Board of Directors and the Chair of the Board and
| Board of Directors Report | Annual Report 2022 | 26
decides the Board’s compensation. The General Meeting
cannot influence, change, or reverse the Corporate
Assembly’s decisions regarding the elections.
In 2022, the Corporate Assembly conducted three ordinary
physical meetings, in line with the requirements set out in
the instructions. The Chair of the Board and the President
and CEO attended all meetings. The average attendance for
members of the Corporate Assembly in 2022 was 78,43
percent. Deputies have attended when members have not
been able to participate. Further information about the
members of the Corporate Assembly is published on
Telenor’s corporate website.
Composition and independence of the Board
According to Telenor’s Articles of Association Section 5,
the Telenor ASA Board of Directors shall consist of a
minimum of five and a maximum of 13 members. The
members are elected for a term of up to two years. By 31
December 2022, the Board consisted of ten Board
Members, of which three were employee-elected members
as required by Norwegian company law.
On 11 May 2022, the Corporate Assembly re-elected two of
the shareholder elected members of the Board. In addition,
one shareholder elected member resigned and was
replaced by a new shareholder elected member.
The Board shall have a diverse composition and
expertise
tailored to meet the company’s needs
.
women in the Board and five men. Two of the Board
members are non-Norwegian citizens. None of the Board
members, other than the employee representatives, are
employees of Telenor or have carried out work for Telenor
not covered by the general board and committee
compensation. Management is not represented on the
Board, and all shareholder representatives on the Board are
independent. Information regarding the background,
education and other board positions of each Board
member is available on Telenor’s corporate website.
The members of the Board are encouraged to own shares
in the company. An overview of their share ownership is
available in the Executive Compensation report, which is
available
Deviations from the NCGB Code of Practice Section 8:
None.
9. The work of the Board of
Directors
Role and responsibility of the Board
The Board is ultimately responsible for the management of
the Telenor Group, for safeguarding proper governance
and organisation of the business, as well as for supervising
Telenor’s business activities. A key responsibility of the
Board is making decisions on and granting authority to
make decisions on issues, which, due to the nature of the
business, are unusual, or of major significance to the
company. Other key responsibilities are oversight and
control. The Board draws up plans and financial, as well as
non-financial, frames and goals for the activities of Telenor.
The Board keeps itself informed of Telenor’s financial
position and ensures that its activities, accounts, and asset
management are subject to adequate control. The Board
ensures that Telenor has adequate internal controls with
respect to the rules and regulations that apply to the
Telenor Group.
The Board initiates those examinations it finds necessary
for the performance of its duties and if demanded by one
or more of the members of the Board.
The Board adopts a plan for its work, with special emphasis
on objectives, strategy, and implementation, once a year.
The Board shall, to the degree necessary, approve
strategies, business plans and financial targets for the
activities of Telenor Group. Telenor’s strategy is described
in the previous chapters of this report 11.
The Board emphasises the importance of gaining valuable
insights and being well informed on relevant areas such as
operational, technological, regulatory and market
developments. In 2022 the Board members travelled to
Telenor’s subsidiary DNA, in Helsinki.
The Board issues instructions for its own work as well as for
the President and CEO, with particular emphasis on clear
internal allocation of responsibilities and duties. The
instructions set out how the Board shall supervise Telenor’s
day-to-day management and business in general. The
Board evaluates the instructions for the Board and the
instructions for the President and CEO annually.
Principles for managing conflicts-of-interest, and
perceived conflicts of interest, are set out in Telenor’s Code
of Conduct, which is applicable to the Board members and
all employees. The instructions for the Board contain rules
disqualifying board members from participating in the
processing and decision making of issues where the
member, or a related party to the board member, have a
conflict of interest. The Board has adopted procedures to
secure awareness of conflict-of-interest issues, securing
that Board members have a regular, open and transparent
dialogue about any interest they may have, or be perceived
to have.
In relation to its ordinary business, Telenor has regular
transactions with related parties. Before approving any
agreement with a related party, the Board shall assess
whether the agreement is on arms' length terms and
whether it would be appropriate to obtain a third-party
valuation, as set out in the Board’s instructions; cf. also the
Public Limited Liability Companies Act, Sections 3-8 and 3-
9. The same applies for the President and CEO, should the
agreement fall under day-to-day management.
Agreements with related parties, including transactions
with associated companies, are accounted for in note 36 of
the financial statements for Telenor Group for 2022 in this
Annual Report.
| Board of Directors Report | Annual Report 2022 | 27
Board meetings in 2022
The Board shall normally hold eight Board meetings during
the calendar year, but the minimum is set at four. Individual
Board members and the President and CEO may, at any
given time, request a Board meeting to be held to discuss
specific matters. The minutes from the Board meetings are
shared with selected members of management, the Head
of Group Internal Audit and Investigations and Telenor’s
external Auditor.
The Board held 11 Board meetings in 2022, out of which
three were extraordinary meetings, and each of the Board
committees held between five and seven meetings. The
average attendance over the year at the Board meetings
was 98.9 percent. For the employee elected Board
members, designated deputies are invited if a Board
member is unable to attend.
Board self-assessment
The Board systematically evaluates its performance,
activities, and expertise by undertaking a yearly self-
assessment. External resources are used to facilitate the
self-assessment and the evaluation, as recommended by
the NCGB Code of Practice. The Board’s self-assessment
for 2022 has been reviewed in the Board meeting held on 19
December 2022.
The Directors’ and officers’ liability insurance
Telenor has purchased and maintains a directors and
officers liability insurance. It covers pure financial loss
resulting from a claim made against an insured person
resulting from a wrongful act committed or allegedly
committed in a position as a director or officer, member of
the supervisory board or management board or an
employee acting in a managerial or supervisory capacity.
The liability is personal.
Working committees of the Board
To help ensure thorough preparation of specific issues, the
Board has appointed four preparatory working committees
of the Board: The Risk and Audit Committee, the People and
Governance Committee, the Sustainability and Compliance
Committee and the Transformation and Innovation
Committee.
The Committees have no independent, decision-making
authority, except where expressly granted by the Board on
a case-by-case basis or by law. The Committees' roles are
to prepare matters for consideration and/or decision by the
Board. The Board evaluates the charters for the
Committees on a yearly basis and adopted revised charters
in June 2022. The Committees report to the Board and all
Board members have access to all working documents,
including the minutes, from the committee meetings.
The Risk and Audit Committee
Risk and Audit Committee (RAC)
Conducted seven meetings in 2022 with 100 percent
attendance
Jon Erik Reinhardsen
(Chair)
Pieter Cornelis Knook
(Member)
Jørgen Kildahl
(Member)
Jan Otto Eriksen
(Employee representative)
The Risk and Audit Committee is a preparatory committee
that supports the Board in fulfilling the Board’s responsibilities
with respect to financial reporting, internal controls, internal
and external audit, risk management and risk framework; and
is established in accordance with the
requirements of Audit
Committee in the Norwegian Public
Limited Liability Companies
Act. The Committee also monitors the formulation and
execution of Telenor’s security strategy.
The People and Governance Committee
People and Governance Committee (PGC)
Conducted 7 meetings in 2022 with 100 percent attendance
Gunn Wærsted
(Chair)
Astrid Simonsen Joos
(Member)
Jon Erik Reinhardsen
(Member)
Nina Bjornstad
(Member)
Roger Rønning
(Employee representative)
The People and Governance Committee is a preparatory
committee that supports the Board in fulfilling the Board’s
responsibilities with respect to corporate governance,
executive compensation, leadership, and culture
development. The committee also supports the Board on
succession planning.
The Sustainability and Compliance
Committee
Sustainability and Compliance Committee (SCC) Conducted
six
meetings in
2022
with
100
Jørgen Kildahl
(Chair)
Gunn Wærsted
(Member)
Astrid Simonsen Joos
(Member)
Irene Vold
(Employee representative)
The Sustainability and Compliance Committee is a preparatory
committee that supports the Board in fulfilling its
responsibilities with respect to sustainability and compliance
issues. In conducting its work, the Committee is guided by
international conventions and standards, the Telenor Code of
Conduct, Group Policies and Manuals relevant to the scope of
the Committee. The Committee also supports the Board on its
responsibilities to specifically address climate and
environment, human rights, labour standards and anti-
corruption.
| Board of Directors Report | Annual Report 2022 | 28
The Transformation and Innovation
Committee
Transformation and Innovation Committee (TIC)
Conducted five meetings in 2022 with 100 percent attendance
Pieter Cornelis Knook
(Chair)
Elisabetta Ripa
(Member)
Nina Bjornstad
(Member)
Irene Vold
(Employee representative)
The Transformation and Innovation Committee is a preparatory
committee that supports the Board in fulfilling the Board’s
responsibilities with respect to innovation and technology
development. This includes monitoring the overall progress of
Telenor’s transformation, following innovations and technology
developments that affects Telenor and monitoring brand and
customer centric initiatives.
The Chief Executive Officer (CEO)
The Board appoints the President and CEO and provides
instructions for governance to the President and CEO.
The President and CEO oversees the day-to-day
management of Telenor ASA and is responsible for
ensuring that Telenor Group is organised, run and
developed in accordance with applicable laws, Telenor’s
Articles of Association and decisions adopted by the Board,
the Corporate Assembly and the General Meeting.
The instructions to the President and CEO further cover the
management of the Telenor Group, its subsidiaries,
ownership interests and other companies in the Telenor
Group, financial reporting, the power of attorney,
submission of proposals for decisions for the Board and
responsibilities for reporting to the Board. Reporting
procedures are set up to ensure that the Board receives
accurate, relevant and timely information that is sufficient
for the Board to carry out its tasks.
The President and CEO’s terms of employment are decided
upon by the Board based on recommendations by the
People and Governance Committee.
Group Leadership Team
The Group Leadership Team of Telenor ASA is an advisory
management body for the President and CEO. The team
consists of the President and CEO, the Executive Vice
Presidents (EVPs) for Headquarters and the four Business
Areas. The Group Leadership Team members report to the
President and CEO. Experience, competence, and diversity
(gender balance, cultural backgrounds, etc.) are important
factors for the selection of candidates to EVP positions.
Deviations from the NCGB Code of Practice Section 9:
None.
10. Risk management and internal
control
The Board’s responsibility and objective for
Risk Management
Risk management and internal control are given high
priority at Telenor. Key aspects encompass embedding risk
management, designating risk ownership and
implementing risk responses throughout the organisation.
The Group Governing Principles set out key principles
related to Risk Management and Internal Control. All
foreseeable risks that may have an impact on Telenor’s
ambitions will be evaluated.
Telenor’s risk management objective is to earn competitive
returns from its various business activities at acceptable
risk levels and without compromising its vision, values, and
Code of Conduct. Risk management is integrated within
Telenor’s annual strategy planning process, and top risks
highlighted therein by business units are tracked through
various group review processes. Business units report their
risks in their annual strategy plan, based on a thorough risk
assessment process.
Group Enterprise Risk Management aggregates risks from
the business units, analyses other risks across the Telenor
Group in a Group Risk Forum and presents Telenor’s risks
and risk process to the Group Leadership Team, the Risk
and Audit Committee and ultimately to the Board. The
Board reviews the Group risk picture biannually. Each
business unit is responsible for updating their company
level risk register on a regular basis.
Business units provide quarterly updates and report risks
that have emerged, including the status of actions to
respond to the risks. Business units are required to align risk
management processes closely with existing business and
management processes locally. All managers are required
to assume responsibility for risk management within their
areas of responsibility and ensure that risk management is
embedded in day-to-day business processes.
The Board’s responsibility and objective for
Internal Control
Telenor has a strong focus on internal control including
internal controls over financial reporting (ICFR) and has
established a process for ensuring that sufficient internal
controls are implemented in Telenor’s financially significant
business units worldwide. The Group Governing Principles
define the key requirements and the expectations for the
ICFR program to be implemented in these business units.
The Risk and Audit Committee has delegated the ICFR
program coordination and overseeing responsibility to
Group Finance, which reports back to the Risk and Audit
Committee twice a year. The implementation of the ICFR
program in the financially significant business units is the
responsibility of the local management. These business
units provide quarterly and annual ICFR status reports to
Group Finance.
| Board of Directors Report | Annual Report 2022 | 29
Management performs twice a year an evaluation of the
effectiveness of the ICFR program. The evaluation includes
identification and assessment of all material financial
reporting risks, as well as ensuring that relevant controls to
address these risks are implemented, executed, and tested
with a certain frequency throughout the year. For controls
that are not operationally effective, the potential impact
and financial exposure on the consolidated financial
statements are evaluated. Regular reviews are performed
to identify the most relevant financial reporting risks and to
improve Telenor’s ICFR best practices. These reviews also
ensure that identified risks are addressed by sufficient
controls at all times.
Telenor focuses on continuously improving its risk
management process. The purpose is to improve
assessment, monitoring and reporting of risks by linking
risks to relevant policies and ambitions, and increasing
control and follow-up.
Further information regarding risk management is
presented in the previous chapter of this Board of
Directors’ Report (page 19).
Financial Reporting Standards
Telenor prepares its consolidated financial statements in
accordance with International Financial Reporting
Standards (IFRS), as adopted by the European Union. The
consolidated financial statements shall give a true and fair
view of the Company’s and the Telenor Group’s assets,
liabilities, financial position, and results of operations.
Telenor ASA is a holding company and contains the Group
Management, Corporate Functions, Research and
Development and Group Treasury. The financial statements
for Telenor ASA are prepared in accordance with the
Norwegian Accounting Act section 3-9 and regulations
regarding simplified application of IFRS issued by the
Ministry of Finance on 21 January 2008. Financial Reporting
Standards and accounting principles are further described
in the notes to the financial statements of this Annual
Report for 2022.
The Disclosure Committee
The Disclosure Committee supports the company’s efforts
to meet the requirements for external financial reporting.
The Disclosure Committee meets and reviews the quarterly
and annual reports of the Telenor Group and ensures that
external reporting requirements are met. The Committee is
chaired by the CFO and includes the following members:
Head of Group Legal, Head of Investor Relations, Group
Controller, Head of Group Accounting, Head of Controlling,
Planning and Analysis, Head of Group Tax and Head of
Group Communications.
The Group Compliance Officer and the
Compliance function
Telenor has established a compliance function (Group
Compliance) to support the President and CEO and the
Board executing Telenor Group’s strategic owner role with
the following objectives:
●
Uphold and continually advance Telenor Group’s high
standards for Governance and Compliance
●
Ensure that Telenor’s governance framework
addresses group-wide Compliance Risks and
requirements
●
Follow up that Compliance Risks are managed
effectively in Telenor Group
The Chief Compliance Officer (CCO) oversees Group
Compliance and is responsible for the Compliance
function’s fulfilment of its role and responsibilities. The CCO
reports to the EVP of the relevant Group Unit, has a direct
reporting line to the President and CEO, meets as relevant
in the meetings of the Board and attends meetings in the
Sustainability and Compliance Board Committee.
Governance and Compliance in Telenor’s operations in Asia
is delegated and managed by a local separate 2
nd
compliance function at the Telenor Asia office in Singapore.
Group Internal Audit and Investigation (GIAI)
Group Internal Audit and Investigation (GIAI) is an
independent investigation unit, creating business value
through independent fact-based assessments to improve
the operations of Telenor. The Head of GIAI reports to the
Board through the Risk and Audit Committee. GIAI is a
global function, empowered to perform engagements in
Telenor ASA and any subsidiary in which Telenor ASA,
directly or indirectly, owns more than 50 % of the voting
shares, or the power of control is possessed and exercised
by or on behalf of Telenor ASA.
Group Investment Committee (GIC)
The Group Investment Committee (GIC) provides
recommendations to the President and CEO and other
approval bodies regarding investments and other financial
commitments above a certain threshold or deemed to be of
special interest or principle in nature. GIC is chaired by the
CFO and consists of members who have relevant expertise.
GIC secures agreement on the decision process and
strategic alignment of proposals and ensures quality and
completeness of assessments and standards for business
cases and risks. In addition, GIC performs post-investment
evaluations and enhances knowledge sharing.
Group Treasury
In order to ensure overall management, mitigation and
control of the group's treasury activities, the company has
set up Group Treasury as a central corporate function. The
Group Treasury function and responsibilities are defined in
accordance with its mandate set out in the treasury section
of the Group Policy Finance. Group Treasury is part of
Group Finance and reports to the Group CFO.
The purpose of the treasury policy is to mitigate treasury
risks in Telenor Group and to enable efficient management
of treasury activities. It also provides an overall framework
for the management of treasury risks including liquidity risk,
financial counterparty credit risk, currency risk and interest
rate risk.
Further, the treasury section of the Group Policy Finance
sets the main principles related to capital structure,
funding, cash management, bank relationship
| Board of Directors Report | Annual Report 2022 | 30
management, treasury risk management, issuance of
guarantees and treasury reporting requirements.
Business Area Meetings and Financial
Reviews
Business Area Meetings are normally held with the Business
Areas (Telenor Nordics, Telenor Asia, Telenor
Infrastructure and Telenor Amp) between 9 and 12 times a
year and are chaired by the President and CEO. The primary
focus in the Business Area Meetings is to discuss important
strategic and operational and financial/non-financial issues
(such as people, compliance and regulatory) on a regular
basis, and actions required to reach defined milestone or
ambition.
The Financial Review is held with key business units on a
quarterly basis and is chaired by the Group CFO. The main
purpose of the Financial Review is to review the business
unit’s financial performance, internal control, development
of risks and regulatory issues as well as forecasted financial
performance for the coming quarters.
Deviations from the NCGB Code of Practice Section 10:
None.
11. Compensation to the
Corporate Assembly and the Board
of Directors
Compensation to the Corporate Assembly and the Board of
Directors is described
in
the 2022 Executive Compensation
Report available on Telenor’s corporate website /
Deviations from the Code of Practice Section 11: None.
12. Compensation to the Group
Leadership Team
The prevailing Executive Compensation Policy and the
Executive Compensation Report for 2022 are available on
Telenor’s corporate website /
Deviations from the NCGB Code of Practice Section 12:
None.
13. Information and
communications
A regular flow of information from Telenor will help
shareholders and other investors make informed decisions
on the purchase and sale of the company’s shares, based
on equal access to information.
The Board provides guidelines on the company’s reporting
of financial and other information based on openness and
transparency, and in accordance with requirements
relating to equal treatment of players in the share market.
Each year, Telenor announces the dates of important
events, such as the AGM, the publication of interim reports,
public presentations, and the payment date of any
dividends.
Information sent to the company’s shareholders is made
available on the Telenor website at the same time as it is
sent to the shareholders. The Investor Relations function at
Telenor ensures that contact with the company’s
shareholders is maintained outside the General Meeting;
see Telenor’s corporate website.
Deviations from the NCGB Code of Practice Section 13:
None.
14. Take-overs
The Norwegian State owns 53.97 percent of Telenor. Any
reduction in the stake by the state requires a special
resolution from the Norwegian Parliament. For such reason,
the Board has not adopted any guiding principles as
recommended by the NCGB Code of Practice since the
process in Parliament will safeguard the intentions set
down in the NCGB principles.
In the event of a take-over bid, the Board will comply with
the NCGB principles.
Deviations from the NCGB Code of Practice Section 14:
Exception made with respect to the Norwegian State’s
ownership.
15. Auditor
In accordance with Norwegian regulations, Telenor
complies with strict requirements for oversight of the
auditing and auditors, including the auditor’s
independence.
Telenor has a pre-approval policy and procedures in place
for the approval of non-audit services performed by the
external auditor that have been established by the Board.
The external auditor provides the Risk and Audit
Committee with an annual written confirmation of
independence. The auditor presents to the Risk and Audit
Committee, on a bi-annual basis, a summary of all services,
in addition to the audit, provided by the external auditor.
The auditor also presents any threats to their
independence and documents measures implemented to
reduce these, as required by the Audit and Auditors Act
Section 5a-3 3.
The Company’s external auditor presents the main features
of the plan for the execution of the audit to the Risk and
Audit Committee and reports interim and final results of the
external auditor’s work to the Risk and Audit Committee.
The external auditor attends all meetings of the Risk and
Audit Committee, the Board meeting that approves the
Annual Report and other meetings on request. The external
auditor presents the result of the audit to the Risk and Audit
Committee and the Board in the meeting approving the
| Board of Directors Report | Annual Report 2022 | 31
Annual Report, including presentation of any material
changes in the company’s accounting principles and
significant accounting estimates, and reports material
matters in which there have been disagreement between
the auditor and Telenor’s Leadership Team, if any.
Each year the auditor presents to the Risk and Audit
Committee and the Board internal control weaknesses and
improvement opportunities, if any. The external auditor
meets with the Risk and Audit Committee and the Board at
least annually where neither the President and CEO nor
other members of management are present.
At the General Meeting, the Board gives an account of the
auditor’s remuneration divided into audit fees and other
services as disclosed in the Annual Report.
Deviations from the NCGB Code of Practice Section 15:
None.
| Sustainability Report | Annual Report 2022 | 32
Sustainability
Report
About this report
This Sustainability Report is published in accordance with
reporting requirements mandated by the Norwegian Accounting
Act §3-3c and the EU Non-Financial Reporting Directive (EU NFRD
2014/95). It covers material areas within Telenor’s Responsible
Business and details how these are linked to the business
strategy, ESG performance, and the relationship with
stakeholders.
Beyond compliance with legislation and standards, reporting on
how Telenor’s efforts in Responsible Business are integrated with
strategy, financial performance and company value allow Telenor
to be transparent about how the company is addressing some of
the world’s most pressing challenges, such as climate change
and inequality.
Transparency, accountability, and integrity are an integrated part
of the guidelines that form the core of how Telenor operates as a
responsible company: the Code of Conduct. Telenor is working
to ensure that ESG impacts, risks and opportunities are reported
transparently, in line with materiality assessments and in
alignment with relevant regulations and international guidance.
For more information about reporting boundaries and context,
see “Reporting Frameworks” below.
| Sustainability Report | Annual Report 2022 | 33
“We believe the most positive impact we have on societies
is through the services we provide and the standards we
hold ourselves and our partners accountable to.
Throughout 2022, we saw several examples of how our
integrated approach to support people, planet and profit
can unlock new opportunities, especially within the climate
and social domain. Our focus on raising standards for
responsible business over time contributes to fulfilling
Telenor’s purpose of empowering societies and connecting
people to what matters most.”
Relations
Telenor’s Responsible Business agenda is an integral part
of the company’s strategic objectives. In 2022, this included
initiatives in support of the company's modernisation and
cost optimising efforts through deployment of energy
saving technologies in the mobile networks as well as
entering into power purchasing agreements in two of our
Nordic markets. Reflecting the company’s ambition to be
an enabler for reduced Greenhouse Gas (GHG) emissions,
new initiatives are being explored for the use of internet of
things (IoT) technology in collaboration with customers and
partners. According to the Global System for Mobile
Communications Association (GSMA) SDG impact report
for 2022, the mobile and digital technology could enable 40
percent of the required CO2 reductions needed by 2030
within the top four largest emitting industries
(manufacturing, power and energy, transport and
buildings). These sectors account for 80 percent of global
emissions.
Building on the company’s ambition to be a trusted partner,
Telenor also initiated a series of activities aimed at taking a
leading position within the security domain, in areas
including information security, physical security, and
service fraud.
In the social domain, Telenor continued to drive inclusion
through connectivity as well as digital upskilling of
marginalised groups across the markets it operates in.
While these initiatives strengthen Telenor’s core business,
they also serve to empower societies through economic
and social inclusion. The company will continue to seek out
opportunities in this space, together with global partners,
with the aim of creating value in the markets it operates.
In addition to setting high ambitions for how the company’s
services should drive positive impact with focus on Climate
and Digital Skills, Telenor strives for continuous
improvement in core areas such as Human Rights, Diversity
& Inclusion, Health & Safety, People Security & Wellbeing,
Responsible Supply Chain, Anti-Corruption, Privacy & Data
Protection and Cyber Security. Telenor has a long track-
record of navigating in complex business environments
with the help of robust principles and processes. The
reshaped Telenor Group will uphold the focus on building
new partnerships on a solid governance set-up founded in
international best practice and robust operating models.
The reshaping of Telenor Group into four separate Business
Areas resulted in a review of Telenor’s Responsible
Business ambitions for the mid-term. While the key
ambitions communicated at the Capital Markets Day 2022
remain, Telenor's ESG targets will be revisited to better
reflect the diversity in risks and opportunities across the
Company’s footprint. The ambitions in the lead-up to 2025
are:
●
Environmental
: Deliver on the Science-Based climate
targets and be an environmental enabler by
empowering customers to reduce their greenhouse
gas emissions and increase their environmental
performance
●
Social
: Be a frontrunner when it comes to social and
digital inclusion in the communities where the
company operates, and promote skills for the future
and workplace diversity
●
Governance
: Uphold high standards of governance
across all company-owned entities and be the
preferred partner for digitalisation and corporate
cyber security
To ensure that employees have the necessary skills to turn
sustainability targets into actions, the company is investing
in internal communication and training in areas related to
Responsible Business.
01
Strategy and direction
Sustainability Report
Sustainable Development Goals
Telenor is committed to all 17 Sustainable Development Goals (SDGs)
laid out by the United Nations. Telenor has prioritised five of the goals
where the company can have the most impact. Telenor continuously
evolves its services, operations, and targets as they relate to the SDGs.
At the heart of the company’s business functions is a drive to provide
sustainable, innovative, and resilient infrastructure (SDG 9 and SDG 13).
Through its services and programs, Telenor is committed to
empowering societies by reducing inequalities (SDG10), empowering
women and girls (SDG5), and helping enable quality education (SDG4).
Together, these five SDGs form the bedrock of Telenor’s global
commitments. These goals are reflected in the company’s materiality
and stakeholder analysis, where both positive and negative impacts
are assessed.
| Sustainability Report | Annual Report 2022 | 34
Sustainability is closely weaved into
Telenor’s governance framework, providing
accountability and enabling the company to
clearly plan, implement and monitor
sustainability activities.
Board of Directors’ role
The Board has established clear objectives and strategic
ambitions, with Responsible Business as a foundation for
Telenor's strategy. The Board of Directors has established
four committees of the Board, one of which is the
Sustainability and Compliance Committee (SCC). The SCC
is a preparatory working committee with respect to
sustainability and compliance issues. The committee
receives regular updates on compliance and sustainability-
related matters and monitors the sustainability
performance of the company.
Management’s role
The Group Leadership Team (GLT) ensures that dedication
to Telenor’s high business conduct standards is engrained
into the company culture and endorsed at all levels in the
organisation by setting
clear tone from the top. The
members of the GLT discuss Telenor’s Responsible
Business agenda, including compliance, anti-corruption,
privacy and data protection, on a regular basis in various
fora. Within the GLT, the Executive Vice President of
People, Sustainability and External Relations, has a
responsibility for the day-to-day management of these
areas. This includes the development and maintenance of
the overall governance framework, managing, and
maintaining the Code of Conduct and regularly monitoring
and reporting to management and the SCC at Board level
on compliance and sustainability issues including
ambitions, strategy and overall measures and initiatives.
Ambitions and target-setting
The most important driver when setting targets is the ability
to measure Telenor’s impact on society and environment
and the impacts external factors have on Telenor’s
enterprise value.
Targets for Telenor Group are defined annually by the
Board of Directors. In 2022, Telenor established two
empowered regional organisations in the Nordics and Asia.
Following the renewal of Telenor’s regional focus, the
company has initiated a process to update relevant ESG
targets for each business area to reflect the diversity in
risks and opportunities that the company sees across its
footprint. The targets, which will be finalised during 2023,
will reflect the strategic objectives and key priorities of the
respective business area. Telenor develops a broad set of
financial and non-financial indicators that facilitate a
forward-looking performance dialogue. Follow-up and
performance relative to the targets is tracked through the
established ownership governance structure processes.
More information on Sustainability Governance can be
found in the Sustainability Governance pages on
Telenor.com and in the Corporate Governance Report
above.
02
Sustainability governance
Sustainability Report
Sustainability-linked Short-Term Incentive
(STI)
The Board of Directors of Telenor ASA introduced a climate-related Key
Performance Indicator (KPI) in the 2023 short-term incentive plan for the
Group Leadership Team. The KPI is linked to reflecting progress towards
Telenor’s goal of ensuring that 68 per cent of suppliers by spend have set
science-based targets within 2025.
This is one of Telenor’s climate goals approved by the Science Based
Targets Initiative (SBTi). Read more about the Company’s climate
commitments in section Climate below.
| Sustainability Report | Annual Report 2022 | 35
Responsible business forms the core of everything Telenor does, and the company actively engages its stakeholders and
continues to strengthen its relations as an owner and business partner, true to its commitments, values and the purpose of
empowering societies. Telenor communicates with its stakeholders in a transparent way, through frequent dialogue, which
feeds into its materiality analysis. Telenor’s main stakeholders include employees, customers, investors, policy makers,
communities, media, suppliers, industry peers, civil society and civil society organisations (CSOs). Stakeholders play an
integral part in the materiality assessment process as described in the section below.
Stakeholder group
Expectations in 2022
How we engage
Employees
• Occupational health,
safety and wellbeing
• Diversity and equal
opportunities
• Development and
career opportunities
• Climate action
• Position on social
issues
Townhalls
Strategy updates
Departmental meetings
Employee engagement surveys
Trainings
Internal channels incl. digital
platforms/Workplace
Board of Directors representation
People dialogue
Engagement with labour unions
Workshops with teams
Investors
• Responsible sourcing
• Human Rights
• Digital Access
• Anti-bribery and
corruption
• Transparency on how
Telenor delivers value
to its stakeholders
• Climate Action
• ESG reporting and
transparency
• Information about
company
reorganisation
Capital Market’s Day
Quarterly presentations
Annual General Meeting
Investor roadshows
Analyst meeting with key
owners/investors
Human Rights due diligence
Increased and more detailed ESG
reporting
ESG targets
Improvements in transparency and
efficiency
Customers
• People’s online safety
• Digital access and
inclusion
• Climate action
• E-waste / products
sustainability
• Data privacy and
security
• Responsible sourcing
• Position on social
issues
Net Promoter Score (NPS)
Managing customer privacy risks
Customer satisfaction surveys
Call centres
Industry forums
Customer-focused circular economy
initiatives
Civil Society and Civil
Society Organisations
• Human Rights
• Ethics and Digital
Rights
• Transparency
• Climate Action
• Freedom of
Expression
• Data protection and
privacy
• Digital Access
Open dialogue and partnerships
Participation in closed and public
multi-stakeholder foras
Partnership and dialogue with Non-
Governmental Organizations, via:
- United Nations Global Compact
(UNGC)
- Confederation of Norwegian
Enterprise (NHO)
- Child Labour Platform (CLP)
- UNI Global Union
- Global Network Initiative (GNI)
- Norwegian National Contact Point
(NCP)
Policy Makers /
Governments
• Digital Access for all
• Customer privacy and
security
• Climate and
Environment
• Responsible sourcing
• Health and well-being
• Diversity
• Artificial Intelligence
ethics
• ESG reporting and
transparency
Participation in consultations and
public forums
Engagement through industry
consultative bodies and associations
Participation in analysis and studies
Social events, conferences
Partnering on key areas (incl. Digital
skills and Climate and Environment)
Engagements via:
- European Union
- World Economic Forum
- Nordic Business Forum
- Confederation of Norwegian
Enterprise (Næringslivets
Hovedorganisasjon, NHO)
- International Monetary Fund
- World Bank
Community and Media
• Responsible sourcing
/ human rights incl.
conflict minerals
• Digital Access
• Digital rights /
inclusion
• Climate Action and E-
waste
Meetings with NGOs
Press releases and social media
Interviews with the CEO and key
executives
Close dialogues
Being transparent on recent
operational and strategic
developments, new products and
services, etc
Surveys
Global partnerships
Business Partners and
Industry Peers
• Transparency
• Future needs and
requirements
• Climate Action
• Diversity and
inclusion
• Health, safety and
security
• Data protection and
privacy
• Partnerships on key
areas
• Human Rights
Memberships in associations:
- Nordic Business Forum
- GSMA (Global Mobile Operators’
Association)
- ETNO (European
Telecommunications Network
Operators' Association)
- Alliance for CSR (JAC)
- TMforum (Board member)
Due-diligence process
Bilateral dialogues
Partnerships / Strategic collaborations
Best practice sharing
Following up on audits and inspections
Supplier Conduct Principles
03
Stakeholder engagement
Sustainability Report
| Sustainability Report | Annual Report 2022 | 36
Telenor’s 2021 Materiality Assessment highlighted a need to
account more systematically for financial materiality on
most ESG issues. It identified some qualitative
consideration of impacts and some gaps in Telenor’s
consideration of financial materiality and inward impact. In
2022, Telenor worked further on closing those gaps and
took proactive steps to align with the draft European
Sustainability Reporting Standards’ guidance on double-
materiality.
Telenor performed a double-materiality assessment,
supported by BSR™ - a sustainable business network and
consultancy focused on creating a world in which all people
can thrive on a healthy planet. The assessment was
conducted in line with the European Union’s Corporate
Sustainability Reporting Directive (EU CSRD), the
associated draft European Sustainability Reporting
Standards (ESRS) and the guidance of the Global Reporting
Initiative (GRI) 2021.
The scope of the assessment was a corporate-wide
qualitative assessment and a high-level strategic
prioritization. Risks, opportunities and impacts were
identified depending on where the impact lies in the value
chain – direct operations, business partners, or end-users.
Where risks, opportunities or impacts differed, the
assessment highlighted the highest risk.
The materiality assessment process consisted of five main
steps:
1.
Identification of sustainability topics relevant to
Telenor
the relevant reporting standards including GRI, EU
CSRD and ESRS (drafts), SASB, TCFD
recommendations, GHG protocol, SDGs, UN Global
Compact, etc.
2.
Desktop research and draft scoring
●
Internal Telenor documentations including
previous assessments conducted by Telenor such
as the Corporate-wide Climate and Human Rights
Impact Assessments
●
Public resources and BSR expertise
●
The risks identified by Telenor’s enterprise risk
management process
●
Feedback from external analysis and rating of
Telenor’s ESG performance
3.
Focus group interviews to identify and assess impacts
and collect feedback on draft ratings
:
●
Methodology aligned with Telenor’s Enterprise
Risk matrix (severity and likelihood)
●
20 internal stakeholders interviewed from across
different levels and regions in the Telenor
organisation
●
Seven external stakeholders interviewed –
including business partners, investors, industry
associations, Non-Governmental Organisations
●
Identification and analysis of the impacts in each
material topic:
o
Impact on Society and Environment - the
criteria for assessing impact on society
and the environment are set by global
standards (GRI, EU CSRD, etc),
considering scale, scope, and
remediability
o
Impact on Business (risks and
opportunities) - the criteria for assessing
impact on business leverage Telenor’s
Enterprise Risk Management framework
(severity and likelihood)
4.
Revising assessment
based on quantitative and
qualitative input from stakeholders.
5.
Validating results
stakeholders.
The analysis identified a long list of 20 topics,
split into
Environmental, Social and Governance factors and
prioritised the top 12 most material topics for Telenor,
based on the significance of impact to society and
environment, impact on business, and the link to the
company’s strategic objectives. These top priority material
topics include: Climate mitigation & energy Use,Climate
adaptation, Digital skills & inclusion, Online safety, Diversity,
equity & inclusion, Occupational health, safety & wellbeing,
Forced labour, Cyber security, Data protection, Freedom of
expression & privacy, Anti-corruption and Responsible
supply chain.
The next section
Material areas and key highlights
summarizes the topics, including their impacts levels, and
how they fit in Telenor’s prioritised Responsible Business
agenda.
04
Materiality assessment
Sustainability Report
| Sustainability Report | Annual Report 2022 | 37
In 2023, Telenor will focus efforts on further embedding the
material topics in the company’s strategy and risk
management processes, concentrating on the topics with
the highest impact as identified by the materiality
assessment. The purpose is to ensure that risks,
opportunities and impacts are understood, measured, and
mitigated in line with strategic objectives. The strategic
material topics will be mapped against existing policies and
measured through corresponding performance indicators.
Specific action plans will be created to ensure that any gaps
are handled as part of the strategy and risk management
processes. An important step of the process will be to
define whether significant financial resources will be
required.
| Sustainability Report | Annual Report 2022 | 38
Responsible
Business
Area
Ambition
Material topic
2022
Impact on
Business
**
(
Risks &
Opportunitie
s)
Impact on
Society and
Environment
**
Targets
2022 performance
SDGs
impact
ed
Environmental
Climate
Meet Telenor’s own
science-based targets
and explore business
opportunities to enable
third parties to reduce
their climate footprint.
Climate mitigation &
energy use*
IIIII
III
57%
of GHGs from global
operations by 2030, from a
2019 baseline
68%
have set science-based
climate targets by 2025
7%
scope 1 and 2 GHG emissions
from global operations
(baseline year 2019),
36.3
% of suppliers by spend
had set science-based targets
Climate adaptation*
IIIII
III
Environment
Explore opportunities
within circular economy,
set targets and define a
strategy for climbing the
waste hierarchy, initially
for mobile phones and
home devices in Nordic,
secondarily for network
equipment.
e-Waste & circularity
III
III
TBD
32%
recycled
68%
0%
landfilled
Biodiversity
III
III
TBD
N/A
Social
Digital skills
Become an inclusive
partner in building future
skills.
Digital skills &
inclusion*
IIII
IIII
6 mil
digital skills by 2025
(baseline year 2021)
68%
2025
3 mil
skills (baseline year 2021) by
year end 2022
58%
Online safety*
III
IIII
Human rights
Respect and promote
human rights, be trusted
by stakeholders and
ensure regular human
rights due diligence
across the organisation.
Forced labour*
III
IIII
100%
human rights training by
2024
60 %
completed human rights
training
Child and underage
labour
III
II
Freedom of
association
III
II
Living wage & social
benefits
III
II
Diversity &
inclusion
Be a frontrunner in
diversity and engaged in a
sustainable future for all.
Diversity, equity &
inclusion*
IIIII
II
40%
by 2025
33%
38%
32%
Talent acquisition &
development
III
II
Health, safety,
people
security &
wellbeing
(HSS)
Zero injuries to
employees and business
partners and having HSS
fully embedded in the
business
Occupational health
& safety, including
wellbeing*
III
III
6000
acts, unsafe conditions) by
2023
3500
acts, unsafe conditions)
3
fatalities
05
Material areas & key highlights
2022
Sustainability Report
| Sustainability Report | Annual Report 2022 | 39
Responsible
Business
Area
Ambition
Material topic
2022
Impact on
Business
**
(
Risks &
Opportunitie
s)
Impact on
Society and
Environment
**
Targets
2022 performance
SDGs
impact
ed
Governance
Cyber
security
With continuous risk-
based maturity
improvement of core
businesses towards
“measured security”,
Telenor will be a trusted
and responsible partner,
working after the same
high standards
everywhere it operates.
This includes all security
areas of information
security, physical
security, and service
fraud.
Cyber security*
IIII
III
Telenor to be recognized as
a security leader in the telco
industry in every market
where the company
operates
99 %
basic security training
Privacy & data
protection
Remain a strong and
trusted brand with a
continued high focus on
customers’ privacy.
Data protection*
IIII
III
Continuously monitor and
act on threats to the
privacy of customers and
employees, improve the
effectiveness of privacy
controls, and ensure that
business decisions are
conscious of the potential
impact to privacy
Revised privacy governance
framework implemented
Freedom of
expression &
privacy*
IIII
III
Anti-
corruption
Uphold zero-tolerance
approach to bribery and
corruption and avoid
even the appearance of
misconduct or improper
actions.
Anti-corruption*
IIII
III
Strengthen Telenor’s
preventive anti-corruption
programme across all
business units, including
relevant controls to
properly mitigate
corruption
Common risk taxonomy
implemented across all
business units
Responsible
supply chain
Uphold responsible
business practices within
the supply chain through
high sustainability
standards and
continuous improvement.
Responsible supply
chain*
IIII
IIII
90%
non-conformities in the
supply chain by 2025
Monitoring conducted on
100%
partners by 2024
55%
non-conformities from supply
chain sustainability inspections
*Top priority material topics based on the significance of impacts
**As identified in the materiality analysis (
I
– very low;
- low
; III
– medium
; IIII
– high;
- very high
)
The next sections of the report provide an overview of the top priority material topics in Telenor’s Responsible Business
areas as defined in its materiality analysis, and defines how Telenor addresses the identified impacts, risks and opportunities
within the defined areas. The section is structured around Environmental, Social and Governance factors. The link to
Telenor’s strategy is underlined in the beginning of each ESG section. Reported information for each material area includes:
◾
Policies and commitments
◾
Ambition
◾
Target(s)
◾
Overview of material topics as identified in the Materiality Assessment and what they mean for Telenor
◾
Update from 2022
◾
Strategy to reach ambitions and targets going forward
Environmental | Sustainability Report | Annual Report 2022 | 40
Telenor’s purpose is to empower societies and connect people to what matters most. That purpose compels the company
to do its part in the effort to fight climate change and environmental hazards. Telenor provides technology and platforms to
enable climate action and raise the awareness of climate change and the risks the world faces from global warming, pollution,
and waste. But the company also needs to be part of the change and drive the action in the communities it empowers and
connects. There are three main dimensions to Telenor’s work on climate and environment. The first is to clean up the
company’s own operations, by lowering greenhouse gas (GHG) emissions and improving environmental performance. The
second is to raise environmental standards across the supply chain by lowering the GHG emissions of suppliers, and the third
is to help other parties reduce their emissions, by way of Telenor’s services.
Responsible business practices are at the core of everything Telenor does, and the company focuses on continuous
improvement across all its markets through a risk-based approach. Guided by international standards and operational
experience, Telenor works to systematically address risks and maximize the positive impact of its business. As such,
reducing greenhouse gas emissions and waste are at the core of the company’s commitment to responsible business. Taking
responsibility for GHG emissions and waste is also an important element of Telenor’s Code of Conduct, which clearly holds
the company is accountable for its actions.
06
Environmental
Sustainability report
Environmental | Sustainability Report | Annual Report 2022 | 41
Climate
Telenor is committed to reducing its climate impact by
contributing both to the prevention of climate change
(mitigation) and resilience against damage to infrastructure
and societies from climate change (adaptation). The
company adheres to local and internationally recognised
environmental and energy efficiency standards and all
business units are required to make reasonable efforts to
minimise the use of natural resources including energy,
water, and raw materials, as well as reduce their GHG
emissions in line with Telenor’s science-based targets.
Telenor is compliant to the expectation of its main owner,
that companies partially owned by the Ministry of Trade,
Industries and Fisheries, should set climate targets that are
science-based.
Ambition
Meet Telenor’s own science-based targets and explore
business opportunities to enable third parties to reduce
their climate footprint.
Targets towards 2025/2030
Reduce
emissions of
GHGs from global
operations by
57%,
from a
2019 baseline, by
2030
Ensure that
68%
of suppliers by
spend have set
science-based
climate targets
by 2025
Material topics
Climate mitigation & energy use
What this topic means for Telenor
This means Telenor's ability to lower its emissions of
greenhouse gases (GHG). This includes energy efficiency.
●
Scope 1: Direct emissions produced by the company
including owned facilities, vehicles, heat, cooling.
●
Scope 2: Indirect emissions from the generation of
purchased electricity, steam, heat and cooling.
●
Scope 3: Other indirect emissions including purchased
goods and services, business travel, commuting, waste
disposal, use of sold products, transport, and
distribution (up- and downstream).
Climate adaptation
What this topic means for Telenor
For Telenor, climate adaptation means preparing for and
managing the physical risks of climate change, including
more frequent extreme weather events, flooding, drought,
and rising temperatures over time. This includes Telenor's
ability to adapt to impacts of climate change across its
value chain, including operations, supply chain, distribution,
communities, and employees and work on inclusive access
to its products and services as well as their enablers such
as access to energy. Preparing for and managing the
transition risks, such as those related to policy, legal,
technology, and market changes is also important.
Update from 2022
36.3%
of suppliers by
spend had set
science-based
targets in 2022
7%
reduction of absolute
scope 1 and 2 GHG
emissions from global
operations (baseline
year 2019) in 2022
To address scope 1 emissions, Telenor has continued the
reduction of scope 1 emissions from network operations by
continuing solar and storage solutions at base stations in
Bangladesh and Pakistan. In 2022, 100 new solar base
stations were added.
To address scope 2 GHG emissions, in 2022, Telenor
entered into long-term Power Purchase Agreements
(PPAs) for the operations in Norway and Denmark. The
renewable energy for Telenor in Norway will be generated
by a wind park in Sweden, which will start production
towards the end of 2023. In Denmark, the PPA is based on a
solar energy plant, which will be operational by the end of
2024. In addition to securing green energy for these
operations, the PPAs will also provide predictable energy
Science Based Targets
In May 2021, The Science Based Targets Initiative (SBTi) approved
Telenor’s GHG emission reduction targets. The approval confirms that
Telenor’s climate targets are in line with what climate science deems
necessary to meet the Paris Climate Agreement target of limiting
global warming to 1.5°C above pre-industrial levels. Telenor's approved
Climate Goals are to:
●
Reduce emissions of GHGs from global operations by 57 per
cent, from a 2019 baseline, by 2030. For the two regions where
Telenor operates, this means:
o
The Nordic operations: Telenor’s target for the
Nordics is carbon-neutral business operations by
2030, focusing on energy efficiency measures in
network operations, purchasing renewable electricity,
and offsetting residual emissions by way of high-
quality carbon credits.
o
The Asian operations: Telenor’s target for the Asian
operations is a 50 per cent reduction in GHG
emissions by 2030 (from a 2019 baseline), focusing on
substituting diesel generators with solar solutions at
base stations and exploring other renewable
electricity options in the region.
●
68 per cent of suppliers, by spend, within the categories
Purchased Goods, Services and Capital Goods, shall set science-
based targets within 2025
Note: Following deconsolidation of some of Telenor’s assets and a company
restructure, Telenor will resubmit updated targets for approval to SBTi in 2023.
Environmental | Sustainability Report | Annual Report 2022 | 42
cost levels. Both projects are progressing according to
plan. A PPA sourcing process in Finland also began in the
fourth quarter of 2022 to be concluded in 2023.
In Asia, dtac sourced Energy Attribute Certificates
(certificates to prove renewability of purchased electricity)
from a solar power plant in 2022.
Telenor (and other operators’) dominant emission footprint
comes from the supply chain. To sufficiently reduce its
scope 3 emissions Telenor depends on suppliers to set
targets and deliver emission reductions. Therefore, Telenor
has established a clear expectation for suppliers to set their
own science-based targets, to ensure increased climate
performance, and contribution towards meeting Telenor
Group’s own scope 3 target.
In 2022, Telenor Procurement Company (TPC) launched a
“Project 68%” together with Telenor Group to drive
forward Telenor’s scope 3 science-based target. The
project’s initial focus was on influencing the top 300
suppliers to Telenor by spend to set science-based targets.
Each of the Telenor owned-operators have contacted their
top 20 local suppliers. TPC has also contacted the top 20
suppliers for each sourcing category for global suppliers to
influence the commitment to science-based targets. For
2022, the company target was that 33% of suppliers by
spend should have set SBTs. The final achievement was
36.3%.
Energy consumption
Energy efficiency, through optimization and deployment of
new features such as artificial intelligence and machine
learning, remains an important focus area for Telenor when
it comes to reaching the company’s targets. Telenor has a
structural program addressing the energy cost and
consumption with activities including decommissioning
and sunsetting old technologies, implementation of
artificial intelligence and machine learning. In 2022, Telenor
saw a stable energy consumption development in the
Nordics, while in the Asian operations the energy
consumption continues to grow following rapid data
growth and network expansions across markets.
While the data traffic has been growing in Telenor’s
networks with more subscribers using 5G high speed
connections, Telenor remains committed to increasing
energy efficiency and deriving efficiencies through network
modernization and fixed phase-out. The decommissioning
of the copper network in Norway is already saveing 14 GWh
of electricity consumption per year. As a result of these
initiatives Nordic energy consumption decreased by 2.6%
in 2022 compared to 2021.
In Asia, due to prolonged outages caused by floods, black
outs, brown outs, heat stress and other disturbances,
Pakistan and Bangladesh operations experienced an
overrun of diesel generators and hence increased fuel
consumption. This resulted in a respective 10 and 12
percent higher energy consumption in 2022 than
forecasted for 2022.
Despite these challenges the emissions intensity in
Telenor’s networks declined by 16 percent in 2022 to 62
tCO2e/Petabyte.
Energy efficiency measures will remain a priority for
Telenor’s operations. The most material activities for
energy efficiency will be to continue to making advances in
energy solution systems in the Asian region and initiatives
in the Nordics such as the decommissioning of the copper
network in Norway which will save around 17GWh per year.
TCFD
Telenor’s climate risk reporting follows the recommendations of the
Task Force on Climate-related Financial Disclosures (TCFD). As
highlighted in Telenor’s TCFD climate risk assessment, multiple climate
risks and opportunities exist for Telenor and ICTs more broadly.
Telenor’s 2022 TCFD report highlights the most material risks and
opportunities the company faces. In summary:
The most material climate risks to Telenor are:
●
Increased pricing of GHG emissions, and consequent cost
increases
●
Cost increase and lack of availability of renewable
electricity
●
Physical risks from extreme weather events and chronic
global warming effects
The most material climate opportunities to Telenor are:
●
Increased demand for development of new services (e.g.
IoT)
●
Evaluation as a climate resilient and prepared company
●
Use of more efficient production and distribution
processes
Impacts of transition risks are expected to be higher in the Nordic
operations, while physical risk impacts are forecasted to be higher in
operations in Asia.
Telenor’s 2022 TCFD report can be accessed on Telenor.com.
Climate adaptation case: Preparedness
for floods in Thailand to ensure customers
remain connected
Dtac set up emergency measures to deal with potential network
disruptions caused by floods nationwide. Network teams were
expedited to deploy contingency plans in flood-prone provinces. The
operations involved the mobilization of mobile base stations, power
generators, and fuel in areas that may lose power from the impact of
flooding and storms. In addition, 4×4 vehicles and paddle boats were
prepared to ensure logistics operations to and from impacted base
stations when required.
dtac also worked closely with the Department of Meteorology and the
Department of Disaster Prevention and Mitigation to send alerts via its
network to millions of mobile users at risk of floods. To prepare for
impact alleviation measures post-flood, dtac collaborated with
National Broadcasting and Telecommunications Commission.
Environmental | Sustainability Report | Annual Report 2022 | 43
Strategy to reach targets
Telenor’s ambition is to meet its own science-based targets
and explore business opportunities to enable third parties
to reduce their climate footprint, by way of reducing the
company’s own scope 1 and 2 GHG emissions, and ensuring
suppliers commit to science-based targets.
A sourcing process with the aim of closing a Power
Purchase Agreement (PPA) for DNA has started and is set
to conclude within 2023. Efforts towards securing
corporate PPAs are continuing in Asia to ensure both
stability in energy costs and reduction in greenhouse gases.
For example, a recent MoU was signed between
Grameenphone and renewable energy developer Ditrolic
Energy for advocacy work towards the Government of
Bangladesh for corporate PPAs.
In the short term, Telenor will continue to use Energy
Attribute Certificates to reduce emissions, and where
possible, sign PPAs from utility scale power producers to
supply operations with both clean and stable electricity.
There is a significant shortage of Energy Attribute
Certificates in Bangladesh and a nascent EAC market in
Pakistan. To overcome these challenges, local teams are
taking a proactive approach to sourcing.
GHG Emission inventory and baseline changes
Following the successful merger between Digi and Celcom
and the sale of Telenor Myanmar, significant changes have
been made to Telenor’s GHG emissions inventory, targets,
and baselines for these targets. Both the Malaysian and
Myanmar entities have been removed from Telenor’s scope
1 and 2 emissions. However, an equity ownership rate-
based amount of Digi and Celcom’s emissions will now
appear in Telenor’s scope 3 emissions under Category 15.
The below table illustrates how the structural changes have
effected Telenor’s emissions and baseline target year.
Note All historical emissions have been normalised to reflect updated
emissions factors where necessary and may show small differences to
previously reported numbers.
Furthermore, Telenor has updated historical scope 2
emission factors where material updates have been
supplied by the International Energy Agency (IEA). Other
emission factor changes include new conversion factors
for propellants that effect Telenor’s scope 1 emissions.
These emission factors are supplied by the UK Department
for Business, Energy and Industrial Strategy. The graph
below illustrates the changes using Telenor's 2022
emissions boundary.
Floods in Pakistan
What proved to work during this year’s flood
Robust tower foundations - no tower collapse incident during flood
Raised foundations for equipment in flood prone areas reduced impact
Various equipment raised/installed on tower instead on ground was
protected from windstorm/splash-rains
Raised solar panels were protected
Waterproof power equipment minimized water damage
Additional mitigation designs under evaluation
Raise more platforms that were affected by flood and need repair
Remotely controlled power infrastructure
Hybrid backup solutions to better tackle electricity grid damages.
Stricter site selection criteria to take into account flood paths and
earthquake exposure
Build more shelters to avoid backup diesel freezing during winter
storms
Environmental | Sustainability Report | Annual Report 2022 | 44
Environment
Telenor is committed to increasing the availability of
connectivity and the benefits of digital inclusion, while
ensuring that the company, customers and partners
contribute to safeguarding the environment. This
commitment stands strong across Telenor’s markets, and
the company complies with local laws and internationally
recognized environmental standards. Telenor’s policy
states that all business units are required to maintain an
environmental management system including sustainable
waste management and shall support business initiatives
using communications services to develop eco-efficient
solutions. All electronic waste shall be reused, recycled or
safely disposed of, and the ambition is to steadily increase
the share of reuse to prolong the active lifetime of both
end-user devices and network/IT equipment. No electronic
waste shall be landfilled. Environmental sustainability
criteria such as reusability and repairability shall always be
considered in procurement processes for major contracts.
Ambition
Explore opportunities within circular economy, set targets
and define a strategy for climbing the waste hierarchy,
initially for mobile phones and home devices in Nordic,
secondarily for network equipment.
Material topics
E-waste & circularity
What this topic means for Telenor
Telenor’s (e-)waste and circularity management imply a life-
cycle assessment (LCA) approach at all stages of mobile
phones, home devices and other connected end-user
devices, as well as network equipment at base stations:
design, manufacturing, packaging, sale, use and end-of-
life, without depleting resources. This includes recovering
and regenerating materials at the end of each service life,
to realise the full business and environmental value of
material inputs. This includes the quantity and type of waste
and electronic waste generated, proper handling, and
disposal including end of life treatment (i.e., reprocessing or
reuse, recycling, incineration, landfilling).
Biodiversity
What this topic means for Telenor
The recent White paper on state ownership of the
Norwegian government's ownership report stated clearly
that companies under ownership by the Ministry of Trade,
Industry and Fisheries, are expected to be leaders within
the area of risk management and reporting of business
impacts on biodiversity of ecosystems on land and in water.
This includes, but is not limited to, impact on red-list
species, biodiversity loss or change in distribution
(reproduction or immigration) of local species, critical
habitats, and protected areas.
Update from 2022
E-waste & circularity
Telenor is an active participant in GSMA’s initiatives to
improve the telecommunications sector’s circular
economy performance.
For Telenor, there are two fundamental areas where
circular economy is relevant and material. The first is
circularity of devices like mobile phones, routers and TV-
boxes, including prolonging the lifespan of said devices.
The second is connected to reuse, refurbishment and
recycling of equipment from base stations.
Reused phones are currently offered in the Nordic Business
Units and work is ongoing on how to increase the share of
used phones sold. Telenor participates in two ongoing
GSMA initiatives that will define common metrics and
ambitions across devices and network equipment for the
industry. Telenor will set targets once each of these
initiatives concludes.
Environmental enablement
Telenor sees an increasingly important role for the
company as a climate enabler, by providing connectivity
solutions to reduce the environmental impact for partners
and customers. The use of mobile and digital technology is
a key enabler of the decarbonisation transition. The
telecommunications industry has outlined a high-level
quantification of decarbonisation and associated
strategies for four key industries that account for 80
percent of global emissions: manufacturing, power and
energy, transport and buildings.
Over
440 000
devices returned
through take back
programmes in
the Nordics in 2022
32 %
recovered
devices recycled
in 2022
68 %
recovered
devices reused in
2022
0 %
recovered
devices landfilled in
2022
Environmental | Sustainability Report | Annual Report 2022 | 45
Nature and biodiversity
As defined in the 2022 materiality analysis, Telenor’s
operations and development of network products can
affect biodiversity related risks. ICTs need a lot of cooling;
hence data centres and systems may be put underwater,
and potentially damage ecosystems. Biodiversity loss may
also lead to social impacts, such as lowered food security
and the health and wellbeing of local communities. At the
same time, ICT technologies such AI and satellite solutions
can help in geospatial monitoring of biodiversity changes
and protected areas. ICT innovation can lead to nature
positive solutions, e.g., for marine ecosystems, including
the rewilding of marine species, recreation of reefs via 3D
printing, etc.
Telenor will increase internal efforts to map risks and
opportunities within the area of Biodiversity in 2023.
Task force on Nature-related Financial
Disclosures (TNFD)
In 2023, Telenor will undertake initial screening on its
operational impact on nature and biodiversity.
Strategy to reach targets
Telenor works to influence and accelerate, directly and
through third parties, country-level actions that will
increase access to renewable electricity from national
electricity grids. The aim is to push for accelerated
investments in, and deregulation of, grid electricity in
developing and emerging markets, such as Telenor’s
markets in Asia. Specifically, the company asks
governments to enable corporate Power Purchase
Agreements, as this will ensure companies can drive
demand and reduce their emissions whilst providing risk
reduction for financing and power plant developer parties.
The telecoms operators, together with businesses in other
industries, should pool its long-term demand for renewable
electricity in the grids to attract investments. This way, the
industry can empower sustainable solutions both for the
companies and in the societies.
In 2023, Telenor will integrate circular economy into its
strategy processes, products and commercial goals. The
company will also increase its efforts when it comes to
managing risks and opportunities within nature and
biodiversity.
Internet of Things with Scania trucks
Telenor’s Internet-of-Things (IoT) cooperation with Scania Trucks,
through which they have been able to reduce fuel consumption by 10%,
using real-time vehicle information.
Reducing GHG emissions through Artificial
intelligence in DNA
DNA’s intelligent heating service Wattinen helps households reduce GHG
emissions from home heating through Artificial Intelligence (AI). The
service, called Wattinen, enables households to save up to 30% on the
energy used for heating by adjusting the heating of their apartment
according to their own daily rhythm.
Social | Sustainability Report | Annual Report 2022 | 46
Telenor was founded in Norway over 168 years ago, and the Nordic values of equality, trust, and democracy forms the
foundation of how the company does business today. Telenor’s purpose is to empower societies and connecting people to
what matters most. A fundamental pillar of Telenor’s responsible business work is digital access for all. Telenor is committed
to equipping people with the resources, knowledge, and skills they need in an accelerated digital future. Telenor continues
to build the infrastructure needed to ensure everyone can access and derive the benefits associated with digital societies,
all while focusing on responsible business conduct with customers, employees and supply chain operators.
Telenor sets high standards in health, safety, and security for employees as well as business partners. The company is
committed to respecting labour rights principles as laid down in the UN Global Compact and the ILO Declaration on
Fundamental Principles and Rights at Work. These principles relate to respecting the right to freedom of association and
collective bargaining, the elimination of forced labour, child labour and discrimination and harassment in the workplace, and
are reflected in Telenor’s Code of Conduct, group-wide Policies and Supplier Conduct Principles. Attracting and retaining
the best talent through learning and development opportunities as well as career prospects is fundamental to continued
competitiveness and growth.
In order to make the best decisions, foster innovation and provide the best services to customers, Telenor must evolve as
the societies around it evolve. This belief forms the core of Telenor's focus on diversity, inclusion, and equitable
opportunities.
Social
Sustainability report
07
Social | Sustainability Report | Annual Report 2022 | 47
Digital skills
As a part of Telenor’s 2022 strategy, the commitment to
ensure digital access and inclusion for all was strengthened.
This includes a commitment to equipping people with the
necessary knowledge and resources to operate effectively
and safely and stimulate a supportive ecosystem that can
address key risks and grow the digital resilience of people.
Giving more people access to digital services and
connectivity also creates commercial opportunities, grows
the potential customer base , and allows for greater value
creation with customers and partners. In order to do its part
in building fundamental competences within connectivity
and digitalisation, Telenor has for many years had a wide
range of initiatives and operations aimed at building digital
skills, bolstering online safety, and promoting diversity and
inclusion in the realm of connectivity. Given the far-
reaching nature of these ambitions, the company has
partnerships with organisations such as UNICEF, Plan
International and Cisco to realise its goals across all the
markets in which it operates.
Ambition
Become an inclusive partner in building future skills.
Target towards 2025
68%
active data users
by 2025
6 million
trained in digital
skills by 2025
(base year 2021)
Material topics
Digital skills & Inclusion
What this topic means for Telenor.
Building digital skills is a crucial step in promoting digital
inclusion and ensuring people can take advantage of the
connectivity and digital access benefits. This includes
efforts to use technology to strengthen digital literacy,
promote social innovation, and provide access to essential
services though digital solutions.
Online Safety
What this topic means for Telenor
The ability to protect children, elderly, vulnerable groups,
and girls can have business impacts. This includes digital
parenting to protect children’s rights in their digital life and
prevent violations towards children and others including
infringements on privacy, discrimination, and harassment.
Efforts against the sexual abuse of minors is an important
part of online safety.
Update from 2022
Connectivity is a critical first step towards inclusion in any
society. In 2022, Telenor continued to deliver affordable,
essential connectivity services – opening the digital door of
possibilities to 175 million customers across its footprint.
The target is to reach a 68 percent share of active data
users in Telenor’s customer base by 2025. However,
connectivity by itself is not enough to achieve inclusion.
Development of skills for a digital future is crucial to
advance Telenor’s workforce and societies across
Telenor’s markets.
In 2022, Telenor continued to invest in ongoing projects
across the Nordics and Asia with the ambition to train 6
million people by 2025 (base-year 2021) focusing on
children, young people, and small and medium enterprises.
So far, Telenor has trained 3 million people since the
beginning of 2021. Telenor’s global sustainability partners
UNICEF and Plan International remained instrumental in this
area. Both partners deliver value and impact for Telenor by
reducing risks and costs, increasing transparency,
governance, credibility, and amplifying the knowledge
base. In addition, in March 2022, Telenor entered into its
first global private sector sustainability partnership with
Cisco. The partnership became part of the existing Joint
Purpose Agreement with Cisco, and the aim of the
partnership is to build future-ready skills and provide safe
online experiences for the societies where both companies
operate.
Examples of impact from 2022 include:
Bangladesh
●
In Grameenphone – the
Child Online Safety
programme
, in cooperation with UNICEF was
concluded in June 2022. More than 300,000 children
were trained in online safety through the duration of
the project.
●
The
Future Nations
launched in cooperation with the United Nations
Development Programme, under the national level
youth development program. The aim is to accelerate
Bangladesh’s future economic growth by enhancing
the skills and potential of youth by identifying
opportunities for development, employment,
entrepreneurship, and investment in the post-
pandemic situation.
●
A pilot project as part of Grameenphone’s Academy in
cooperation with Cisco took place in 2022. Built around
58 %
active data users in
2022
1.3 mil
trained in digital
skills in 2022
Social | Sustainability Report | Annual Report 2022 | 48
the three pillars of career readiness, entrepreneurship
and future skills, the project leveraged
Grameenphone’s existing training courses – such as
public speaking, job interview training and design
thinking – combined with Cisco’s NetAcademy
(NetAcad) courses in Python programming, IoT, and
cybersecurity. Masterclasses with world-leading
experts from Cisco and women-focused workshops on
specific topics within science, technology,
engineering, and mathematics (STEM) also took place.
Thailand
●
A
Digital Entrepreneurship Skills for Ethnic
Communities in Thailand
in partnership with Plan International Thailand, building
on the success of the existing
Net for Living
The project empowers people of ethnic minorities,
especially young women, through income-generating
activities using digital skills. The project reach includes
over 600 selected community-based enterprises
(CBEs) across seven different ethnic groups in northern
Thailand.
●
A pilot project with Cisco
Young Safe Internet Leaders
Cyber Camp
at promoting digital resilience, cybersecurity
awareness and skills amongst youth through a digital
campus or ‘metaverse’ immersive learning
programme, which includes bootcamps, mentored
incubation labs, and interactions with leading
technology companies. It offered 200 youth an
opportunity to learn about cybersecurity, how to stay
safe and vigilant in the digital world, and experiment in
a fun metaverse cyber-security sandbox.
Approximately 1,6 million people were reached via
owned and paid channels.
Malaysia
●
The
Future Skills for All
UNICEF continued in 2022. In its latest phase, the
‘#BolehCode Coding Challenge’ was launched, which
aimed at cultivating interest in digital skills among
youth.
●
The
Cybercrimes of Bukit Kuning
launched – a gamified safe internet educational
approach by using role-play and case studies.
Facilitated by learning experts, the game helps
students identify the signs, causes and dangers of the
internet indirectly as they ‘crack’ the case by piecing
together the evidence from interviews and clues.
Finland
●
A joint DNA and Plan International project
Digital skills
for migrant youth
at preventing digital marginalization, strengthening
equality of migrant youth, and improving
understanding of diversity and inclusion among DNA
employees. The project trained approximately 130
young people with migrant backgrounds in digital
working life skills through relevant workshops and job
shadowing at DNA. Another 250 young migrants were
impacted indirectly through the programme. The
project also built awareness of diversity among 500
DNA employees.
Norway
●
In Telenor Norway more than 50,000 students have
used the interactive training programme on cyber-
bullying,
Bruk Hue
. The programme, which began in
2009 in partnership with Red Cross Norway, has been
used by more than 535,000 teachers and students by
the end of 2022. Bruk Hue was relaunched in 2019 in a
fully digital format, adapted to goals in the curriculum,
as well as to children's digital everyday life. In 2022,
Telenor Norway launched content for new target
groups, including a new anti-bullying toolbox for
leaders and coaches in volunteerism, accompanied by
a wide-reach campaign adapted to cinema, TV, social
media, etc. The campaign, called "Take this year's most
important conversation" aims to inspire both
volunteers and parents to talk to children and young
people about bullying and exclusion, which is a crucial
conversation to have in an increasingly digitalised
everyday school environment.
●
Telenor Norway and Plan International launched the
second round of the
Girls Create Tech
project is a mentorship programme aimed at reducing
the digital gender gap in Norway and inspiring more
girls to choose technological education and challenge
gender stereotypes in careers within technology.
Sweden
●
The
Nätprat
Sweden in September 2022. The project aims to
increase the dialogue between children and adults on
both negatives and positives of life online, with the aim
of increasing children’s digital resilience. Over 66,000
children were reached in 2022.
Denmark
●
In Telenor Denmark, #digitalpænt programme
continued to help school children to address online
challenges and provided them with the skills to
navigate digital media and platforms. In 2022, over
8,000 children were trained via the programme.
Further examples of Telenor’s work on digital skills building
can be found on Telenor.com.
Social | Sustainability Report | Annual Report 2022 | 49
Strategy to reach targets
To achieve the target of training 6 million people by 2025,
Telenor continues to leverage its ongoing partnerships with
UNICEF and Plan International, strengthening the private
sector sustainability partnership with Cisco and integrating
with local initiatives to achieve scale and impact. The focus
will remain on children and youth, small and medium
enterprises with a special emphasis on the inclusion of
vulnerable groups.
In 2023, Telenor will strengthen its efforts towards migrant
populations, and launch further projects on online safety in
several markets, with focus on providing protection to
children and adolescents from all forms of online and digital
violence. In addition, the company will continue its efforts in
awareness raising and capacity building, strengthening
policies through advocacy in the strategic and the
regulatory environments. See Telenor.com for more
examples of Telenor’s work.
Social | Sustainability Report | Annual Report 2022 | 50
Human rights
For the past ten years, Telenor Group has conducted and
reported on human rights due diligence as part of its
commitment with the UN Guiding Principles on Business
and Human Rights. The processes and disclosure efforts
listed below are subject to regular updates and revisions,
with a view to continuous improvement in line with
international human rights standards. Following the entry
into force of the Norwegian Transparency Act, Telenor
considers this section of its annual report, together with the
Sustainability Governance section above, to meet the law’s
requirements on companies to account for its due diligence
as per section 5 of the Act. In case of significant changes to
Telenor’s risk assessments during the course of the year,
this will be updated on Telenor.com as per the company’s
usual procedure.
Respect and promotion of human rights is the foundation
of how Telenor conducts business across its markets and is
a prerequisite for Telenor’s purpose of empowering
societies and connecting people to what matters most.
Telenor’s human rights ambitions are embedded in the
company’s Code of Conduct and Human Rights Policy and
are based on the following international instruments: the
Universal Declaration of Human Rights (UDHR), the
International Covenant on Civil and Political Rights (ICCPR),
the International Covenant on Economic, Social and
Cultural Rights (ICESCR) and the ILO Declaration on
Fundamental Principles and Rights at Work. Telenor is
committed to respecting human rights in accordance with
the UN Guiding Principles on Business and Human Rights,
the OECD Guidelines for Multinational Enterprises, UN
Global Compact and the Global Network Initiative (GNI)
Principles on freedom of expression and privacy. This
includes ensuring regular human rights due diligence
across the organisation in order to identify and address
negative potential and actual human rights impacts, as well
as meaningful engagement with stakeholders.
As part of Telenor’s responsibility to respect human rights,
and in accordance with internal policies, all business units
are required to conduct and document regular human
rights due diligence to identify, address and manage human
rights related risks and impacts resulting from the
company’s own activities and those in the value chain. This
shall be integrated with ongoing due diligence/risk-
assessment processes where possible. In the business
units’ human rights assessments, they must follow the
higher standard when national law and international human
rights law differ. If they are in conflict, the business unit shall
adhere to national law, while seeking ways to respect
international human rights to the greatest extent possible,
in accordance with the UN Guiding Principles on Business
and Human Rights.
Ambition
Respect and promote Human Rights, be trusted by
stakeholders, and ensure regular Human Rights due
diligence across the organisation.
Target towards 2024
100%
trained in human
rights by 2024
Material topics
Forced labour
What this topic means for Telenor
This topic implies business impacts that can result from the
ability of people to freely choose employment, to just and
favourable conditions of work.
Child and underage labour
What this topic means for Telenor
This topic includes impacts on children's rights, work that
deprives children of their childhood, their potential, and
their dignity, and that is harmful to physical and mental
development.
It includes efforts to prevent the use of internet and
telecommunication services to facilitate trafficking of
children.
Freedom of association
What this topic means for Telenor
This includes the business approach to ensuring the right to
form and to join trade unions. Companies should have
appropriate labour policies and due diligence processes to
respect the rights of all workers to form and join trade
unions of their own choosing, to bargain collectively, and to
engage in peaceful assembly, as well as respect the right of
workers to refrain from such activities.
Living wage and social security
What this topic means for Telenor
A living wage enables workers and their families to meet
their basic needs, such as food, health care, and housing. In
many countries the minimum wage falls under the living
wage, which means companies must go beyond existing
wage legislation as minimum wages may not allow for a
decent living. Social security should ensure protection
against certain life risks and social needs. This includes:
●
lack of work-related income (or insufficient income)
caused by sickness, disability, pregnancy and
parenthood, employment injury, unemployment, old
age, or death of a family member;
Social | Sustainability Report | Annual Report 2022 | 51
●
lack of access or unaffordable access to health care; or
●
insufficient family support, particularly for children and
adult dependents.
Further information about Telenor’s materiality
assessment process can be found in section Materiality
Assessment above.
Update from 2022
Recent global and local events and emerging trends,
including the Covid-19 pandemic, the war in Ukraine, and
the introduction of new and disruptive technology,
continue to impact Telenor’s Human Rights profile.
Norwegian Transparency Act
The Norwegian Transparency Act came into force on 1 July
2022.
Telenor welcomed such legislation for Norwegian
companies to provide a more even playing field and to avoid
competition at the cost of human rights. As reported in
2021, Telenor took an active role in providing input during
the public hearing for the new legislation, and by promoting
the adoption of a mandatory due diligence act through its
engagement with other companies and stakeholders.
The objective of the legislation is to promote corporate
respect for human rights and decent working conditions in
companies’ operations and supply chains. The law requires
companies like Telenor to:
●
perform due diligence assessments and demonstrate
that policies and processes are in place to prevent
human rights and worker rights violations in operations
and the entire supply chain.
●
report on assessments including cases of severe risk
or harmful incidents.
●
provide information upon public request on how actual
and potential negative human rights impacts across
operations and entire supply chains are managed.
In 2022, Telenor has continued to raise awareness of the
law both internally and externally and has also taken steps
to help ensure it would meet the requirements of the law
not already covered by existing processes, and to identify
areas of improvement of the latter. More specifically,
Telenor has:
●
Engaged with other state-owned companies and
stakeholders, including the Confederation of
Norwegian Enterprise (Næringslivets
Hovedorganisasjon, NHO), civil society organisations
and the Norwegian Consumer Authority,
(Forbrukertilsynet) to both seek and provide input,
clarifications and guidance.
●
Conducted a gap analysis to determine Telenor
Group’s preparedness for the new legislation. This gap
analysis was conducted by third party sustainability
experts, BSR, and use the UNGPs and the OECD
Guidelines’ general structures as base themes. The
gap analysis findings suggest that Telenor has a robust
approach to human rights due diligence and is well
positioned to respond to the substantive requirements
of the Norwegian Transparency Act and the upcoming
EU Directive on Corporate Sustainability Due Diligence.
Nonetheless, it found potential gaps that Telenor would
need to address in the short and medium term to fully
prepare for the new requirements as interpreted in line
with the OECD Guidelines and UNGPs. Further
information on how Telenor has, and will be working to
address this, is included in the box
Recommendations
to Telenor on prioritised actions with regards to its
preparedness for the Transparency Act
.
●
Set up an internal cross-functional working group to
strengthen collaboration, coordination, and
preparedness.
●
Conducted awareness-raising through dialogue,
presentations, and workshops, including with internal
functions, its business units and key suppliers.
Human rights capacity and training
Note: The feedback from the sustainability teams on the training will be
used when developing the company-wide training for all employees.
Number doesn’t include digi and dtac teams.
In 2022, Telenor continued its internal human rights
capacity building and training across its business units both
in the Nordics and in Asia. The company rolled out the
Human Rights Due Diligence e-learning developed by
Amnesty International with Telenor support. The training
was made mandatory for all sustainability teams across the
Recommendations to Telenor on
prioritised actions with regards to its
preparedness for the Transparency Act:
Reporting and Communication (short term):
●
Determine process and clear procedures for responding to the
Right to Request information
●
Engage with Telenor’s legal team and other relevant teams in
relation to the above
In the period leading up to 1 July 2022, Telenor established a process
and mechanism to be able to respond to the Rights to Request
Information section. It set up a cross-functional task force,
representing Sustainability, Legal, Communications, Compliance and
Procurement from both Group and Telenor Norway, to not only handle
incoming requests, but to discuss emerging issues and potential
human right risks, particularly in relation to Telenor’s supply chain and
business relationships.
Due Diligence (medium term):
●
Telenor has strong due diligence processes in place for its own
operations and upstream value chain but should increase
visibility over downstream human rights due diligence being
carried at the BU level.
Going forward, Telenor will be working to establish greater
understanding of the different ways in which risks are managed
through the business on product development prior to a determination
on whether specific actions are required.
60 %
of sustainability
teams completed
human rights
training in 2022
Social | Sustainability Report | Annual Report 2022 | 52
telco business units in the Nordic and Asia region. By end of
2022, 100% of its sustainability teams had completed the
training. As part of Telenor’s efforts to continue to ensure
human rights awareness and build human rights due
diligence capacity, each telco business unit conducted
both introductory and function-specific training to pre-
defined prioritized teams. In addition to these deep dive
training efforts, Telenor also took steps to build broader
awareness across the whole organization, by including a
human rights due diligence focused case/scenario in its
code of conduct training. This training is mandatory for all
staff and requires completion on an annual basis. Going
forward, Telenor will take steps to continue the
improvement and reach of its human rights related training
and awareness raising across its organization.
Human rights due diligence
In light of the disruptions and impacts caused by Covid-19
and international events in the past years, and to comply
with the expectation of ongoing due diligence, a third-party
human rights due diligence risk review for Telenor Group
was conducted by BSR in 2021. As part of this process,
Telenor’s Human Rights Due Diligence Toolkit, initially
developed by BSR in 2017, was updated.
The outputs from the Group Due Diligence process served
as a basis for the business unit level due diligence process.
Initiated by Telenor Group in the third quarter of 2021, each
business unit conducted human rights impact
assessments, using Telenor’s internal Human Rights Impact
Assessment Tool, followed by risk prioritisation and a
mitigation plan which was presented to business unit
management and Telenor Group in the first quarter of 2022.
Business units focused on implementation of mitigating
actions during the last half of 2022. Support and guidance
were provided throughout this process. Telenor Asia
supported the Asian business units, and Telenor’s Group
functions provided support for the Nordic business units.
Key high risks identified by the Asian units included i)
privacy and freedom of expression related to authority
requests, ii) working conditions in the supply chain, and iii)
underage and forced labour in the supply chain.
Key high risks identified by the Nordic units included i)
privacy and cybersecurity, ii) child online safety and iii)
working conditions, particularly in the supply chain.
For those Norway-based Telenor subsidiaries who exceed
the threshold for two of three conditions as provided in the
Transparency Law, key high risks identified included: i)
working conditions in the supply chain, ii) ensuring
connectivity (particularly in time of conflict) and iii)
employee data privacy. This excludes Telenor Norway,
which is included as part of the Nordic units above.
Mitigating actions in place to address these risks are
detailed in other sections of this report, including Health,
Safety and Wellbeing, Responsible Supply Chain, Cyber
security and Privacy. In addition, business units have taken
steps to support the capacity of their suppliers in their sub-
tier supplier risk mitigations. For example, Telenor Norway
has provided its contractors with tools and support to
better enable them to meet their commitment to increased
HSS and working conditions responsibilities further down
the supply chain. Other business units conduct training
during supplier inspections. In addition, all sustainability
teams across Telenor have completed human rights due
diligence training, and continued to engage in training and
awareness raising across key functions in their respective
organisations.
To manage human right impacts as identified in the
materiality assessment, meet the increased expectations
from all stakeholders and be transparent about its
processes and dilemmas, Telenor continues a proactive
approach to transparency efforts and stakeholder
engagement.
Stakeholder Engagement & Transparency
Telenor is committed to being transparent on challenges
and company practices to the greatest extent possible
through its Annual Sustainability Report, the annual
Authority Request Disclosure Report and through other
sustainability updates, presentations and public arenas. In
June 2022, Telenor participated in RightsCon, including as
a panellist in a session focused on a human rights-based
approach relating to market entry and exit. During the
Norwegian Arendalsuka, representatives from Telenor’s
management, including its CEO, participated in several
meetings and sessions focusing on human rights dilemmas
as well as how companies can play a part as a driver or
enabler of positive impact. Telenor also participated at the
11
th
multistakeholder panel focused on advancing business
action on human rights in conflict situations.
As part of Telenor’s commitment to transparency, the
company also reports on specific efforts related to ongoing
human rights challenges in Myanmar. See pages on Human
rights in Myanmar on the Telenor corporate website.
Telenor engages with a number of organisations to
advance its human rights objectives, including the UN
Global Compact, the Global Network Initiative (GNI), the
Global System for Mobile Communications Association
(GSMA), and the Joint Alliance for CSR (JAC). On the latter,
Telenor also joined the initiative’s Human Rights
Workstream, focusing on salient issues for the sector,
including forced labour and child labour. In 2023, Telenor
will participate in issue-focused working groups as part of
the JAC human rights workstream.
Telenor ranked fourth in the 2022 Ranking Digital Rights
(RDR) Telco Scorecard. This was the same position as in
All business
units
completed
local human
rights due
diligence
review in 2022
Social | Sustainability Report | Annual Report 2022 | 53
2021, although the score itself had decreased from 37
percent to 35 percent. Telenor continues to engage with
RDR, and has used, inter alia, the RDR findings to assess
areas of improvement.
OECD Norwegian National Contact (NCP)
As part of its human rights commitment, Telenor has also
actively engaged with the OECD Norwegian National
Contact (NCP) and in the two complaints raised against
Telenor over the past years. The first case was raised by the
complainants in December 2019. More information about
the case can be found on NCP’s
2022, the NCP published its final statement in which it
states that Telenor has sought to respect human rights and
carry out due diligence in accordance with the OECD
Guidelines in its operations in Myanmar. Telenor has
continuously engaged with the NCP and supported it with
facts and clarifications in the case. It has from the onset
also expressed willingness for dialogue with the
complainant as part of the NCP process. Visit
to read the conclusion of NCP complaint against Telenor.
The second complaint was raised in July 2021 in relation to
the sale of Telenor Myanmar. For information about
Telenor’s initial response to the complaint, please refer to
the
Formal mediation began in June 2022, resulting in a
preliminary Memorandum of Understanding (MoU), which
was officially announced on 28 October 2022. For further
information on the MoU, please refer to
Labour rights
Telenor respects labour rights principles as laid down in the
UN Global Compact and the ILO Declaration on
Fundamental Principles and Rights at Work. These
principles relate to respecting the rights to freedom of
association and the effective recognition of the right to
collective bargaining, the elimination of all forms of forced
or compulsory labour, the effective abolition of child labour,
the elimination of discrimination in respect of employment
and occupation, and
a safe and healthy working environment, and are reflected
in Telenor’s Code of Conduct, Group People Policy, and
Supplier Conduct Principles. Telenor complies with
applicable laws and regulations and if there are differences
between such laws and regulations and the standards set
out in the company’s Code of Conduct, Telenor will apply
the higher standard consistent with applicable local laws.
Telenor continues to promote employee involvement
throughout Telenor and maintains good labour standards in
the company’s operations. All workforce restructuring in
Telenor shall be done with the aim of creating and
sustaining long-term business value. Workforce
restructuring shall be conducted in a responsible manner,
through verifiable processes and in accordance with
Telenor Purpose and Behaviours and applicable legal
requirements and legislation. Read more on the Labour
Rights and Standards pages on Telenor.com.
Grievance Mechanisms
Grievances are to be reported through Telenor’s
whistleblowing Integrity Hotline. In 2022, 3 grievances
relating to human rights were reported through the hotline.
For more information on the process of handling reports, see
the section on the Integrity Hotline below.
Strategy to reach targets
The company will continue incorporating human rights due
diligence across its operations, with a priority on the most
salient risks. This includes continued effort with its business
partners, in line with its Supplier Conduct Principles.
Stakeholder engagement will continue to be important for
Telenor going forward. In 2023, it will host a Human Rights
Expert Forum with external experts, engage in closer
dialogue with investors on human rights topics, and
continue to engage in external foras including the GNI,
GSMA, JAC and UN platforms to share experiences, learn,
and promote human rights.
Internally, Telenor will continue to strengthen internal
awareness and capacity to identify and address potential
human rights risks. Communication campaigns and
workshops are planned for 2023, including a promotion of
human rights due diligence toolkit. Telenor will also in 2023
work closely with its business units in light of the
expectations set out in the “White paper on state
ownership of the Norwegian government's ownership
report” and the Transparency Act, as well as other
emerging regulatory developments such as the EU
Directive on Corporate Due Diligence.
Global Network Initiative (GNI)
In 2022, Telenor continued to engage with the GNI as part of its
commitment to human rights and stakeholder engagement. The GNI is
a multi-stakeholder initiative that brings together companies, civil
society organisations, investors and academics
to address privacy and
freedom of expression particularly related to authority requests.
Telenor Group
together with six other major
telecoms companies and vendors as a result of
the
As part of its
membership with the GNI, Telenor has committed to
implement the
and undergo an independent assessment
every two to three years to assess progress on this commitment.
The assessment provides an opportunity for the GNI Board to review
how each company member is implementing the GNI Principles into its
systems, policies and procedures, and to evaluate the company’s
efforts to demonstrate how it has done this in practice.
Telenor successfully completed its first GNI Independent Assessment
by a GNI accredited external assessor in 2019. In 2022 Telenor
completed its second independent assessment. Following a detailed
review of the assessment by the multi-stakeholder GNI Board, Telenor
is pleased to inform that the Board determined that Telenor is making
good faith effort to implement the GNI Principles on freedom of
expression and privacy with improvement over time.
The Public Report on the Fourth Cycle will be launched in 2023.
The Public Report on the Third Cycle of Independent Assessments of
GNI Company members 2018/2019 is available
Social | Sustainability Report | Annual Report 2022 | 54
Integrity Hotline
Telenor’s whistleblowing
mechanism: The Integrity Hotline
The Integrity Hotline is a confidential whistleblowing
channel intended for related questions and reported
concerns about possible breaches of Telenor’s Code of
Conduct, including relevant laws, regulations and
Governing Documents. The service is accessible to both
employees and external stakeholders on the internet and is
thus available 24 hours a day, seven days a week. It can
accommodate reports in the local languages of all Telenor’s
markets. Any query or report made will be treated
confidentially and respectfully. Telenor encourages
employees, business partners and other stakeholders to
speak up through the Integrity Hotline.
Group Internal Audit and Investigation (GIAI) manages the
investigations into alleged breaches of the Code of
Conduct and the preparation of audit reports addressing
corrective actions stemming from investigations to
strengthen Telenor’s policies and procedures. Telenor’s
Compliance functions are responsible for the process
around disciplinary actions and resolutions stemming from
substantiated investigations. Investigations, corrective
actions and disciplinary resolutions are reported regularly
to the Board Sustainability and Compliance Committee and
annually to the Board of Directors.
All incoming reports in the Integrity Hotline are assessed by
GIAI. Further handling is decided based on GIAI’s
assessment:
●
The cases with a perceived risk above a certain
threshold are mandated as an investigation and
managed directly by GIAI.
●
Cases that fall below the threshold for further handling
through a mandated investigation by GIAI or fall out of
scope for the Integrity Hotline are directly managed by
the line or other parts of the organization.
●
Certain cases are concluded at pre-assessment stage
as they do not require further follow-up or lack
information to enable further follow-up.
660
Concerns reported
in 2022
3
Reported concerns
classified as human
rights incidents
49%
Reported concerns
submitted
anonymously
15
Mandated
investigations
initiated by GIAI
based on reports
received in 2022
21
Investigations
completed in 2022
2
Investigations remain
open at year-end
2022
Social | Sustainability Report | Annual Report 2022 | 55
38 %
Women in the
workforce in
2022
33 %
Women senior
leaders in
2022
32 %
Non-Nordic
senior leaders
in 2022
Diversity and inclusion
Different perspectives, experiences and ideas are crucial
for good decision-making and innovation and is a
prerequisite for Telenor to provide relevant and valuable
connectivity and digital services. This is why Telenor is
committed to diversity as a tool to do better business.
Telenor’s diversity and inclusion’s policy states that all
business units are required to:
●
have local diversity and inclusion action plans that
address locally relevant challenges and opportunities
●
ensure that diversity is reflected in the recruitment,
selection, promotion and retention processes
●
provide learning and development opportunities that
raise awareness and provide practical guidance on
diversity and inclusion, so that all employees can
actively contribute to building a workplace that
embraces diversity and inclusion
●
support and promote internal networks and employee
resource groups that uplift and create a sense of
belonging for diverse and under-represented groups
●
engage business partners in sharing and adhering to
the same commitment to diversity and inclusion
Ambition
Be a frontrunner in diversity and engaged in a sustainable
future for all.
Targets towards 2025
40 %
women senior
leaders by 2025
Note: Targets in the area of diversity and inclusion are being revisited
following the company restructure and the merger processes in the Asian
operations.
Material topics
Diversity, equity and inclusion
What this topic means for Telenor
For Telenor, this means diversity at all levels, from the board
to management and within the supply chain, to consider the
skills required for the global business strategy (R&D,
operations, and customer base) as well as representation
reflective of the workforce pool in countries of operation
(regarding gender, ethnicity, age, etc.). It means a
commitment to a workforce free of discrimination involving
any distinction, exclusion, or preference that has the effect
of nullifying equality of treatment or opportunity, and where
that consideration is based on prejudice rather than a
legitimate ground. This may include equal pay for work of
equal value, healthcare coverage that meets the needs for
diverse communities, non-harassment policies, among
others.
Talent acquisition and development
What this topic means for Telenor
This means the ability to attract, retain and develop talent,
and provide career opportunities for employees through
professional development and skills. This includes paying
Telenor employees a competitive salary.
Update from 2022
Diversity and inclusion are prioritised as key enablers in the
responsible business work for Telenor. In 2022, Telenor
continued its systematic efforts towards an inclusive
culture through initiatives and learning programmes and
leveraging on partnerships and coalition participation. The
company continued to advance opportunities to include
people with disabilities, LGBTQIA+ and other
underrepresented groups.
In 2022, Telenor joined Global virtual Pride hosted by a
united telco industry. The conference involved senior
leaders from leading telco companies coming together to
raise awareness and celebrate Pride 2022, promote
LGBTQIA+ rights and non-discrimination. The companies
collectively reaffirmed their support to LGBTQIA+ rights
and strongly committed to non-discrimination in the
workplace. This is important for Telenor’s engagement at
work, but also important for innovation, and to reflect the
diverse perspectives of the company’s customers.
Telenor’s behaviours and code of conduct reflect this
promise.
Gender pay equality
Telenor is an equal opportunity employer who considers
diversity to be imperative to the way it does business. Equal
pay is critical for Telenor to be able to attract, retain and
engage employees across all markets. Furthermore, as a
responsible business it is important that Telenor also sets
high standards and implements robust and sustainable
practices. As such, Telenor applies compensation practices
that are transparent, objective, and fair.
Social | Sustainability Report | Annual Report 2022 | 56
Equal pay for Telenor means that employees within the
same function shall, as a key principle, receive equal pay for
work of equal scope and responsibility. Any pay differences
for work of equal scope shall only be attributed to
difference in employees’ level of skills and experience
relevant to the respective roles and/or individual
performance. Telenor aims to secure equal pay across all
functions and levels of the organisation and conducts on a
regular basis group-wide analysis and action planning in all
business units to understand and address any gender pay
gaps.
Telenor observes variations between its business units, and
this is being mitigated by improving gender representation
in certain levels and functions of the organisation, specific
focus and consideration during the annual salary review
process and creating further awareness and commitment
across the people manager population. The company’s
efforts have been focused on reducing observed gaps to
secure fair and just compensation practices and support
the broader diversity and inclusion agenda.
Strategy to reach targets
To achieve its ambition of being a frontrunner in diversity,
progress towards the 2025 targets will continue to be in
focus. Telenor will continue working systematically towards
an inclusive culture through various initiatives and learning
programmes and measures psychological safety and
inclusion via employee surveys. The company will continue
to advance opportunities to include people with disabilities,
LGBTQIA+ and other under-represented groups through
the Open Mind initiative, which aims to include and
empower under-represented and diverse candidates in the
workforce. At the same time, efforts to enrich the
workforce and leadership with a mix of nationalities,
cultural backgrounds and experiences that enable diverse
perspectives in decision-making will be important. Telenor
will also continue to influence and challenge its partners
and stakeholders by championing its diversity and inclusion
agenda, including continued thought leadership in cross-
industry coalitions and consortiums.
Responsible employer
Telenor’s companies have a multi-pronged approach to
attracting, developing and retaining the best talent. This
includes ensuring that policies and benefits are best-in-
class and match global practices. The list of monetary and
non-monetary compensation elements and benefits varies
per market. However, here are some initiatives that have
been introduced in all markets:
●
The Employee Share Plan (ESP) provides employees
with the opportunity to become a shareholder in
Telenor by purchasing company shares at a discounted
price, with the potential of a matching bonus
dependent on company performance.
●
Telenor offers six months of maternity leave as a global
standard – in some locations it can be more, but there
is not a Telenor office offering less than half a year. This
is particularly significant for Asia, where the local
standard is less than six months.
●
Telenor provides upskilling opportunities to all
employees via the Telenor Academy, the global
learning platform that manages training across all
business units in Telenor. With an updated learning
curriculum, Telenor provides upskilling opportunities
on critical skills for the digital future, leadership and
new ways of working for all employees.
Equal treatment of LGBTQIA+ in Thailand
dtac has implemented a set of policies to foster inclusion of its lesbian,
gay, bisexual, transgender and queer (LGBTQIA+) employees. The
policies reaffirm that dtac has zero tolerance for discrimination based
on gender and sexual orientation, while also offering new benefits for
LGBTQIA+ employees. The benefits dtac offers to legally wed couples
are now being offered to same-sex couples in committed
relationships. In addition, dtac offers parental leave for adoptions and
medical leave for gender reassignment surgery. The intention with
policies is that they foster diversity and inclusion, which will in turn
increase productivity and improve services.
Open Mind programme
The Open Mind programme, which runs in Norway, Sweden and
Pakistan, gives participants the opportunity to gain valuable
experience, through relevant work practice and training, that
strengthens their chances to gain access to working life and the labour
market. The programme is addressing two target groups: people with
disabilities and immigrants from non-European countries (the latter –
in Norway).
The original target group of the programme was people with
disabilities, including those with physical challenges, hearing and/or
visual impairments, or mental health problems. In Norway, the
programme also gives job training opportunity to individuals with an
immigrant background from non-western countries. Open Mind has
given an opportunity to more than 500 participants, in Norway,
Sweden and Pakistan to date.
Examples of local initiatives include:
●
Pakistan – On-site child-care, New Beginnings
programmes that help wives and mothers re-enter the
workforce and provide transportation
●
Norway – Company cottage rentals at a reasonable
rate
●
Bangladesh – Special Telenor discounts for the
employees in local and foreign hospitals- health care
on site in the GP headquarters
Read more about Telenor’s inclusive and inspiring work
environment here
Social | Sustainability Report | Annual Report 2022 | 57
0
2
4
6
8
2019
2020
2021
2022
Fatalities –3rd party
Fatalities –suppliers, Tier 1 and below
Fatalities –employees
Health, safety, people security
and wellbeing
Telenor prioritises the health, safety, security and well-
being of its employees and business partners above all else.
With a risk-based approach and a culture that values these
ideals, the company ensures their implementation in every
market. The management of Health, Safety and people
Security and wellbeing (HSS) falls under the responsibility
of line management, with full endorsement and support
from senior management in each business area. Through
its HSS policy, Telenor is committed to the following:
●
Having a risk-based approach to its operations and
implementing mitigations to as low as reasonably
practicable.
●
Reporting and handling all incidents and hazards to
learn and prevent them from reoccurring.
●
Having an open culture where the health, safety,
people security and wellbeing of employees, business
partners and visitors is promoted, and everyone has
the right and duty to stop unsafe activity and intervene.
●
Identifying lessons learned and ensuring continuous
improvement by implementing ISO 45001
requirements
Telenor contributes to sustainable development by
providing a safe and inclusive work environment for all its
employees, business partners and the communities in
which it operates. The company complies and adheres to
the guidelines set forth by the International Standards
Organisation (ISO) 14001 and ISO 45001 and will continue
use these standards as the foundation for its HSS
management system. By doing so, the company is
committed to meeting the principles and requirements
outlined by these standards.
Ambition
Zero injuries to employees and business partners and
having HSS and wellbeing fully embedded in the business.
Target towards 2023
6000
Observations
(unsafe acts,
unsafe
conditions) by
2023
The target of obtaining 3000 observations by 2024, as stated in Telenor's
2021 Annual Report, has been adjusted to reaching 6000 observations by
2023. This change came about as a result of surpassing the original
target by the end of 2022 due to the enhanced reporting culture at
Telenor, as outlined in the "update from 2022" section of this chapter.
Material topic
Occupational health and safety, including
wellbeing
What this topic means for Telenor
This means honoring workers’ rights to a safe and healthy
life, and reducing their exposure to any potential health and
safety risks. This includes both physical and mental health,
and well-being of employees.
Update from 2022
Telenor deeply regrets to report that three fatalities
occurred in the supply chain of its Asian operations in 2022.
In Bangladesh, a traffic accident involving a supplier vehicle
resulted in the demise of a staff member, while in Pakistan,
a work-related incident at height resulted in another
fatality. Additionally, a separate traffic accident in
Bangladesh, involving a supplier vehicle resulted in the loss
of life for a member of the public. These incidents are
unacceptable and corrective actions have been
implemented to reduce the likelihood of future occurrence.
The health and safety of all employees and workers in the
supply chain is a top priority and Telenor has implemented
various measures to ensure the well-being of all parties
involved. These measures include but are not limited to
incident investigation to ensure learning, providing health
and safety training, and regularly monitoring conditions in
the supply chain to identify and address any potential risks.
The company’s goal is to create a safe and healthy work
environment for all employees and business partners, and
Telenor remains committed to continuously improving
health and safety practices to achieve this objective.
Fatalities
The Asian operations continue to represent the highest
risks, with road transportation, security and work at height
remaining the primary concerns. To ensure high-risk
activities are conducted safely with minimum risk, the
company has further strengthened its stringent
requirements via the ‘Making Zero Possible’ initiative. This
Social | Sustainability Report | Annual Report 2022 | 58
1.4
1.5
1.6
1.7
1.8
1.9
2019
2020
2021
2022
initiative aims to ensure that anyone working on the behalf
of the company follows a set of requirements to protect
themselves and their colleagues, regardless of their
location within Telenor. An online training course centred
around ‘Making Zero Possible’ has been created to provide
employees and business partners with the necessary
knowledge and abilities to work safely and ensure that
projects have appropriate risk procedures and controls in
place. A set of support tools are available to the company’s
in complying with these requirements.
Telenor keeps track of and investigates incidents that have
or may have serious consequences involving its employees
and business partners. The Serious Incident Close Out Rate
(SICOR) help the company more systematically prevent
major incidents that could result in severe injuries and
death. The company recorded 15 SICOR incidents in 2022.
Of the 15 incidents, six were related to road transportation,
five to work-at-height, two were property maintenance-
related and two were fire-related.
An essential aspect of health and safety reporting is
ensuring that all incidents are followed up and analysed to
identify trends and areas for improvement. The health and
safety reporting trends for each market are reviewed on a
quarterly basis to create plans for enhancing safety
performance. The analysis of these trends is conducted
locally and at the Group level.
Sickness Absence Frequency (full year
average)
Sickness Absence frequency measures absence due to other health issues
for Telenor employees in per cent of possible working time.
Classification of personal injuries has been made
consistent with the Occupational Safety and Health (OSHA)
standards. This initiative aims at establishing a well-
organised framework for promoting a safe and healthy
work environment. It helps to create a shared
understanding of terms, allowing for better knowledge
transfer between business units and industry partners to
improve overall safety and health performance.
In 2022, Telenor continued to prioritise the involvement and
engagement of its employees in reporting and resolving
identified health, safety and people security challenges.
This involved empowering workers to confidently refuse or
stop any work that they deem unsafe or unhealthy, and to
remove themselves from situations that may cause injury
or illness to themselves or others. Telenor’s incident
management, reporting and investigation programme
encourages all employees and suppliers to report all
incidents, including near misses and potential incidents, for
the purpose of identifying risks, determining corrective
actions and for improvement.
Telenor also launched the HSS observations target to
identify and assess potential risks in the work environment,
increase awareness about quality of reporting and promote
continuous improvements in safety leadership and
operational discipline. In 2022, the company recorded 3500
health and safety observations, thus reaching the target set
for 2024. The achievement resulted from a steadfast focus
on safety and a companywide communication campaign.
In 2022, significant progress was made in enhancing the
ability of senior leaders to deliver strong health, safety, and
people security performance across Telenor’s Asia
footprint. The company conducted a two-day safety
leadership workshop to educate its leaders on the
importance of HSS leadership, ensuring that they possess
the necessary understanding, mindset, and tools to serve
as responsible leaders and model a systematic approach to
HSS across all locations. The training was completed from
March to June and was attended by 240 participants.
In 2022, Telenor also strengthened its HSS management by
promoting clarity and accountability within the
organisation. The company takes a holistic and proactive
approach to employee wellbeing where physical, mental,
and social health are equally prioritised. The improvement
of HSS performance is based on the combination of risk
awareness and lessons learnt from incidents and
achievements and demands a consistent and systematic
effort from the entire organisation. Everyone who works for
Telenor, including employees and suppliers’ staff, shall be
able to perform their work in an environment where safety
prevails.
In addition, Telenor made health and safety training
mandatory for all employees. The training consists of three
interactive online sessions and is delivered through internal
communication channels.
At the beginning of 2022, managing the risks associated
with the covid-19 pandemic remained a key concern.
Telenor did not experience any covid-19 disruption to its
operations in 2022. The company continues to monitor the
3500
Observations (unsafe
acts, unsafe
conditions) reported
in 2022
95 %
of leaders
completed the
Safety leadership
training in 2022
82 %
of employees
completed the Health
& Safety training
programme in 2022
Social | Sustainability Report | Annual Report 2022 | 59
situation closely and is prepared to adjust its response in
line with the regulations and advice from authorities in the
countries where it operates. Additionally, Telenor monitors
the geopolitical situation following the Russia – Ukraine
crisis and is working to mitigate uncertainties the conflict
may bring, with a particular focus on the safety and security
of its employees.
Strategy to reach targets
In 2023 Telenor will continue its efforts towards promoting a safety
culture and encouraging reporting on health and safety issues. A
key aspect of this will be managing risks in the supply chain,
particularly in light of the fatal incidents that occurred in 2022. New
safety and risk management requirements will be incorporated into
contracts with medium and high-risk business partners as part of
these efforts. The company will continue to implement “Making
Zero Possible” initiative to enhance the management of high-risk
activities and improve performance across all HSS objectives.
Additionally, Telenor will offer a training on health and wellbeing to
all employees and review some of its HSS indicators to create a
learning environment that prioritise leading indicators, such as near
misses, unsafe acts, and unsafe conditions, to proactively identify
and address potential health and safety risks.
Mental health in Telenor
In the aftermath of the pandemic Telenor continues focusing on the
mental health of its employees, including care and concern among
managers, access to mental health practitioners, as well as online
campaigns, events, and webinars with counselling psychologists in the
business units.
In 2022, to help create harmony between personal and professional
lives and to improve overall mental well-being, Telenor Pakistan
launched a course called *'Towards Meaningful Work by Dr. Yousaf' - a
program that is spread over the course of 12 months and is particularly
designed at keeping the modern workplace and its woes in mind.
Grameenphone arranged a day-long one-on-one mental health
counseling for employees at individual booths with trained
professionals from community health care institutions. dtac launched
a
D Energizer
wellness through various activities to energize its employees.
As part of their efforts to care for employees’ wellbeing, Digi have
been continuously finding ways to normalise the conversations around
mental wellness. They do this through awareness initiatives such as
wellness programmes as well as providing resources such as the
mental health first aid team, all of which enable them to build a
supportive workplace culture where we all feel safe, understood and
cared for.
The Telenor Academy houses a special course on ‘The Importance of
Mental Health’, which all Telenor employees group-wide were
encouraged to take.
Mobile masts and health
Telenor continues to abide by national and international guidelines and
regulations to sustain compliance with national or global emission
standards from the World Health Organisation and the International
Commission on Non-Ionizing Radiation Protection for network
equipment and mobile phones sold through Telenor.
Telenor will also continue to inform the public about scientific facts
related to radio waves and its radio base stations, together with
science-based guidelines and science-based research, through its
own channels and in collaboration with local regulators/authorities and
industry associations. More facts, and Q&A at www.telenor.com/
sustainability/responsible-business/safe-services/mobile-phones-
and-health.
Responsible Product Use
This topic has emerged as an increasingly more material area for
Telenor in that impacts associated with the use or misuse of company
products and services may include a range of sustainability issues,
including safety (e.g. impact of electromagnetic waves).The company
continues to monitor responsible product use and will, in 2023 analyse
the impacts, risks and opportunities associated with this area as part
of its materiality process.
Governance | Sustainability Report | Annual Report 2022 | 60
Telenor considers good corporate governance to be a prerequisite for value creation and trustworthiness and for access to
capital. Corporate governance defines a framework of rules and procedures by which Telenor governs and controls its
business. Good corporate governance involves accountability, responsibility, transparency, fairness, and effective
engagement between all internal and external stakeholders. It is about applying the company’s values to create value for
Telenor stakeholders.
Telenor has a long track-record of navigating complex business environments with the help of robust principles and
processes. The company will continue this path, also as it enters into minority positions in several assets and focus will remain
in being a responsible owner in both minority and majority ownership positions.
Telenor’s commitment to integrity and transparency is clearly stated in the company’s Code of Conduct. The company
follows high international standards of governance across all entities and has a clear process for dealing with both risks and
opportunities. As a company that operates across multiple markets, ownership structures and organizational set-ups,
Telenor can be exposed to a range of risks that may affect its business. Risk management is a continuous process and an
integrated part of business throughout all entities in Telenor Group. The risk-based approach allows the company to adapt
from a global to regional agenda, based on different areas of impact and different risk profiles.
08
Governance
Sustainability Report
Governance | Sustainability Report | Annual Report 2022 | 61
Cyber security
Telenor’s business security vision is that the company
always protects society and people in their digital life, and
security is the foundation for everything Telenor does. This
ambition is key to succeed both with the strategic
directions for connectivity as well as services beyond
connectivity, as robust internal security is required to
deliver credible services externally. Telenor’s customers
and society in general should have confidence in Telenor as
a trustworthy supplier of safe, reliable and secure
telecommunications and digital services.
To meet the rapidly evolving threats in the cyber domain,
Telenor has developed a holistic, group-wide and long-term
security strategy aimed at securing Telenor’s global
business. A key element in this strategy is risk-based
maturity improvement and continuous development of
critical security capabilities and competencies in all Telenor
companies. To Telenor, security is the company’s license to
operate.
Ambition
With continuous risk-based maturity improvement of core
businesses towards “measured security”, Telenor will be a
trusted and responsible partner, working after the same
high standards everywhere it operates. This includes all
security areas of information security, physical security,
and service fraud.
Target towards 2025
Telenor to be
recognized as a
security leader in the
telco industry in every
market where the
company operates.
Material topics
Cyber security
What this topic means for Telenor
This implies impacts to society and the human right to
privacy related to disruption of customer operations or
services (e.g., provision of essential services) and/or loss or
compromise of data due to cyberattacks. This also includes
unauthorized access or criminal use of networks, devices,
and data due to cyberattacks.
Update from 2022
Close cooperation with authorities, business partners and
third-party providers has remained vital to address
legitimate concerns about security. In 2022, Telenor
executed on its security strategy to manage security risks
to meet emerging threats. The company also continued the
security training and awareness for all employees.
Increasing risk associated with cyberattacks, physical
security events and evolving threat landscape have more
and more serious repercussions for organizations,
individuals, including society in general. Globally, Telenor
observes an increase in advanced cyber-attacks, targeting
the supply chain and increased sophistication in cyber-
attacks on employees and customers. Adversaries
targeting critical infrastructure is becoming a relevant
concern within Telenor premises and external surroundings
like power sources, fibre cables and shared mobile
infrastructure. Targeted cyber-attack is Telenor’s number
one business risk. Telenor continues to systematically
manage security risks and handle cyber security threats
according to industry best practices and local laws and
regulations.
During 2022, Telenor continued its security awareness
program “We are Security” to promote a security-first
culture, measured and followed up as one of the company’s
strategic key performance indicators. 99 percent of all
Telenor employees completed security trainings tailored to
address major security risks. In addition, Telenor continues
advanced security training to address critical security
competence, more than 250 completed role-crafted expert
training.
In 2022, to address rising expectations and awareness
within cyber security, Telenor implemented the SAFE
products towards consumers in Norway and Denmark and
Safezone towards business customers in Norway.
Supporting growth and innovation projects within security,
Telenor in partnership with Aker and Cognite, moved
beyond connectivity to offer software that helps to secure
industrial operators and critical infrastructure by
establishing the software security company Omny.
Read more about how Telenor protects people’s digital
lives on the Cybersecurity pages on Telenor.com.
99 %
of all Telenor
employees
completed basic
security training in
2022
Governance | Sustainability Report | Annual Report 2022 | 62
Strategy to reach targets
Telenor will continue leveraging on its expertise which has
been developed over the years. To fulfil the ambition and
targets, close cooperation with authorities, suppliers and
third-party providers is vital. Telenor is committed to
cooperating with stakeholders as the company strives to
have security at the foundation of everything it does.
Telenor’s security strategy focuses on safeguarding
customer data, critical infrastructure, and business
information. It is a composite of industry security
frameworks, security and risk controls which have been
aligned to the overall Telenor Security Execution Program
and Telenor Defendable Architecture principles.
Additionally, as controls alone do not provide a complete
approach to security defence, maturity measurements, and
monitoring are also integrated into the overall design to
continuously improve and adapt security posture to new
cyber threats, prioritize capabilities, and define multi-year
planning to achieve security maturity goals. This includes all
areas of information security, physical security, and service
fraud.
Governance | Sustainability Report | Annual Report 2022 | 63
Privacy & data protection
Telenor is committed to creating and maintaining secure
and privacy-friendly services that customers can use
without having to worry about having their integrity and
personal sphere compromised. To this end, the Telenor
Group Privacy Policy sets high-level requirements for all
subsidiaries to follow, in addition to requirements related to
reporting to the Group function. Among the requirements
are:
●
The formal allocation of responsibility and resources
for privacy management
●
Implementation of effective internal controls that
verify the privacy compliance
●
Maintenance of up-to-date processing activity
inventories and documentation of legal basis for
processing activities
●
Transparency towards data subjects
●
Performance of privacy impact assessments for high-
risk processing activities
●
Maintaining an overview of cross-border transfers and
their legal basis
●
Third-party privacy management
●
Provision of general and role-based privacy training to
employees
●
Detection, prevention and mitigation of privacy
incidents
Ambition
Remain a strong and trusted brand with a continued high
focus on customers’ privacy.
Target towards 2024
Continuously monitor and
act on threats to the
privacy of customers and
employees, improve the
effectiveness of privacy
controls, and ensure that
business decisions are
conscious of the potential
impact to privacy.
Material topics
Data protection
What this topic means for Telenor
Processing personal data is ingrained in the activities of any
electronic communications company, and the processing
activities are very large-scale. It is therefore crucial that all
processing of information considers the need for
confidentiality, integrity and availability.
Freedom of expressions and privacy
What this topic means for Telenor
Privacy and freedom of expression are two rights that are
key to the core business of Telenor, to be balanced with the
interests of authorities. Telenor must respond to data
access, intercept, network and content law enforcement
requests in ways that respect laws and regulations, as well
as international human rights standards such as UN Guiding
Principles on Business and Human Rights (UNGPs) and the
Global Networking Initiative (GNI) Principles.
Customers, governments, and other stakeholders
demonstrate increasing concern and knowledge on
privacy. Comprehensive privacy legislation exists in Europe,
and the attention to privacy issues is high. Additionally,
European privacy legislation is continuing to influence
Asian markets, and there is an ongoing introduction of
privacy legislation in Asian markets where Telenor
operates.
Update from 2022
In 2022, Telenor implemented a revised privacy governance
framework across all business units, which was aligned to
current compliance risks. At the group level, Telenor has
worked to further improve its “governance in practice”
through developing tools, guidance and sharing best
practices with the local Data Protection Officers, to
supporting their independent roles in each business unit. A
focus area has been to develop and implement a new risk
taxonomy for Privacy and related reporting.
Telenor also completed the implementation of its global
privacy training programme for employees. A final training
module was developed in collaboration with the global
security function, emphasizing the importance of “Security
in Privacy”.
In 2022, Telenor also worked to address new regulatory
developments within the scope of privacy law related to
international data transfers in all its business units, as
relevant.
Strategy to reach targets
Telenor’s strategy remains focused on providing
transparency in the way the company works to protect
personal data, manage privacy risks, and in remaining
compliant with regulatory requirements.
Telenor remains committed to being a strong and trusted
brand with a high focus on customer privacy.
Governance | Sustainability Report | Annual Report 2022 | 64
For 2023, the priority is to ensure that Telenor’s privacy
governance is aligned with Telenor Group's overall strategy
as well as remaining adequate and transparent. Telenor
continues efforts to ensure the ongoing monitoring and
management of privacy risks and controls at both the
individual company level and at the Group level. Through
Telenor’s privacy communities, the company will work to
enable sharing of best practices within privacy governance
and compliance.
Read more on the Privacy Governance pages on
Telenor.com
Governance | Sustainability Report | Annual Report 2022 | 65
Anti-corruption
Telenor is committed to conducting business activities in a
transparent manner, maintaining the highest ethical
standards and complying with all applicable anticorruption
laws and regulations. The Telenor Code of Conduct and the
company’s Anti-Corruption Policy prohibits corrupt
conduct in all Telenor’s business activities. All Telenor
business units are required to implement controls designed
to prevent corruption across business operations, and to
monitor and manage potential conflicts of interest. This
applies also to the conduct of third parties acting on behalf
of Telenor. Business units are expected to implement
controls regarding the following:
●
Business courtesies
●
Facilitation payments
●
Intermediaries
●
Public officials
●
Sponsorships and donations
●
Conflict of interest
●
Improper payments
All Telenor business units have a responsibility to ensure
that concerns regarding corrupt conduct can easily and
anonymously be reported without fear of retaliation.
Remedial actions are to be implemented where corrupt
conduct is substantiated.
Ambition
Uphold zero-tolerance approach to bribery and corruption
and avoid even the appearance of misconduct or improper
actions.
Target
Strengthen Telenor’s
preventive
anticorruption
programme across all
business units,
including relevant
controls to properly
mitigate corruption
Material topic
Anti-corruption
What this topic means for Telenor
Telenor considers corruption as a threat to Telenor’s
business and to the societies where the company operates.
Not only is it illegal and against Telenor’s principles, but it is
also damaging sustainable growth. Moreover, Telenor
operates in countries that are perceived to represent a
corruption risk according to international indices and its
own risk assessments. Therefore, a systematic and
proactive approach is important to adequately manage the
risk.
Telenor manages corruption risk through its anti-
corruption compliance programme, including
organisational standards, sets of principles, values and
norms that govern the actions and behaviours of individuals
with the aim to prevent bribery and corruption.
Update from 2022
In 2022, Telenor launched a revised Anti-Corruption Policy
which included key requirements on how to manage
corruption risk based on international standard and best
practices. The policy clearly defines specific and
measurable requirements to each business unit for
demonstrating that an adequate and risk-based anti-
corruption programme is in place. Business Units have
throughout 2022 worked to implement the updated policy.
Risk assessments are one of the key elements of the anti -
corruption compliance programme and are meant to
ensure that corruption risks are identified, analysed on a
regular basis and mitigated by sufficiently robust controls
and actions.
During 2022, several initiatives were initiated to strengthen
the corruption risk assessment process in Telenor. An
updated and common risk taxonomy was implemented
across all business units as a tool to establish a more
comprehensive and generic set of risk categories and
individual risk definitions. This has improved the risk
management process and provided a more comprehensive
picture of the relevant risks. This also enables the company
to better compare risks across Telenor’s business units.
Another key element in Telenor’s Anti-Corruption
Programme is capacity-building and training of employees.
Anti-corruption training includes e-learning programs,
dilemma-training and other awareness activities. Telenor
Group’s commitment to integrity and transparency is
clearly stated in Telenor’s Code of Conduct and forms an
important part of training and awareness activities.
A description of Telenor’s Anti-Corruption Programme and
the Compliance function is publicly available on the
Corporate Governance pages on Telenor.com.
Governance | Sustainability Report | Annua l Report 2022 | 66
Strategy to reach targets
To achieve its ambition of taking a zero-tolerance approach
to bribery and corruption and avoiding even the
appearance of misconduct or improper actions, Telenor
Group functions have been working closely with the local
compliance functions to improve their ability to identify and
manage corruption risks. The revised Anti-corruption
policy is also intended to improve the business units’ ability
to manage corruption risks. Please see the Anti-corruption
pages on Telenor.com for more information. The
Governance Report section above also includes a further
description of Telenor’s Corporate Governance
Framework.
Governance | Sustainability Report | Annual Report 2022 | 67
Responsible supply chain
A crucial component of empowering societies and doing
business responsibly, is raising standards both within
operations and supply chains across Telenor’s markets.
Supply chain sustainability is a key focus area for Telenor in
which the company strives to uphold high standards of
conduct amongst its business partners through risk
assessments, monitoring and mitigation activities while
focusing on continuous improvement. Suppliers that have
direct contractual relationships with Telenor are required
to comply with Telenor’s Supplier Conduct Principles (SCP)
and are legally obliged to ensure that the requirements are
met in their associated supply chain through the
Agreement on Responsible Business Conduct (ABC).
Ambition
Uphold responsible business practices within the supply
chain through high sustainability standards and continuous
improvement.
Target towards 2024/2025
Monitoring
conducted on
100 %
high-risk business
partners by 2024
Achieve an annual
90%
of non-
conformities* in
the supply chain by
2025
*Note: Telenor will prioritize quality and timely closure of
major
nonconformities for Asia due to the need for systemic improvements
within and beyond first tier business partners. to be added based on
change in target wording
Material topic
Responsible supply chain
What does this topic mean for Telenor
This means business impacts associated with a company's
relationships with entities in its supply chain, including
those beyond the first tier. This also includes the extent to
which environmental and social factors are considered in
procurement, such as selecting responsible business
partners, who provide employees with a decent wage and
put in place protections for workers.
Update from 2022
To manage risks within the supply chain, Telenor relies on a
consistent and risk-based process tailored to their scope of
work and nature of engagement. This helps identify and
manage supplier SCP risks throughout the lifecycle of their
relationships. At various stages of engagement, this
process is supported by improved tools and systems.
Telenor undertakes monitoring of and follow up with
business partners on their controls and practice to comply
with the SCP throughout their supply chain. In addition to
direct monitoring, Telenor collaborates through the
industry platform Joint Alliance for CSR (JAC) to verify,
assess, and develop responsible business across the
manufacturing centres of important multinational suppliers
of the Information Communication Technology (ICT)
industry. This includes joint efforts to respect human rights
and ethical standards, particularly addressing forced
labour, labour exploitation and conflict minerals, ensuring
health and safety within the supply chain and scope 3
supplier engagements. For more details see section on
Climate above.
Telenor’s key risks in the supply chain continue to be health
and safety issues such as road accidents, working at height,
electrical and fire safety. Additionally, working condition
deficits related to hours and wages, underage labour and
risks to business ethics are formidable. The majority of
these risks are in Telenor’s operations in Asia. Use of
conflict minerals, forced labour and modern slavery
allegations in the common industry supply chain are also
followed up through the industry platform JAC.
In 2022, Telenor continued to focus on the risk-based
follow-up of business partners and strengthen its systems
and procedures to assess, identify and mitigate risk within
the supply chain.
●
Augmented criteria have been applied to supplier
selection based on Telenor’s Supplier Conduct
Principles via automated system.
●
New and augmented tools for high-level and in-depth
monitoring have been introduced.
●
Through the membership with JAC, Telenor has had
access to 83 audit reports of global supplier
factories/sites which are common to the industry.
More than
27 000
hours
of awareness and
capacity-building on
topics related to relevant
risks to the SCP
throughout 2022
Governance | Sustainability Report | Annual Report 2022 | 68
●
Continuous improvement is central to Telenor’s
Responsible Supply Chain work. A risk-based approach
is taken when choosing suppliers for capacity building
and training within key risk areas. This includes not only
delivering trainings but also to develop capacity and
commitment with suppliers to drive capacity building
within their own supply chain according to agreed
standards.
●
In 2022 the approach to classify and monitor high risk
suppliers was streamlined across markets. While
Telenor has ensured that all known high risk suppliers
have been monitored during the year, calculation of the
percentage for purposes of reporting against target is
not produced for the year. This is because the
streamlined methodology was rolled out in markets in
a staged manner, leading to the challenge of data
comparability. Telenor will report against the target of
100% monitoring conducted on high-risk business
partners
2,280
s
upplier inspections in 2022
73 %
990
55 %
were unannounced
1,762
minor
non-conformance
non-conformities,
closure rate**
followed up with
mitigation plans and
further monitoring
Excluding digi
Strategy to reach targets
To achieve the ambition of upholding responsible business
practices within the supply chain through high sustainability
standards and continuous improvement, Telenor will
continue to focus on a risk-based approach towards
suppliers, strengthening its systems and procedures to
assess, identify and mitigate risk within the supply chain.
Capacity-building will continue to be a significant priority to
ensure that key suppliers drive trainings and build further
competence within their supply chain according to agreed
standards.
Governance | Sustainability Report | Annual Report 2022 | 69
A crucial part of Telenor’s purpose to empower societies
and commitment to do business responsibly, Telenor is a
significant tax contributor across the markets it operates
in, both as a direct taxpayer and by creating economic
opportunities by providing access to connectivity and
digital services. Telenor maintains a responsible tax policy
and practices in line with legislation in every jurisdiction of
operation. The company has reported its country-by
country earnings, investments, taxation, and employment
since 2014. Telenor is in constant dialogue with the relevant
authorities regarding tax, for instance on whether it needs
to adapt to new legislation. Telenor follows the terms of
applicable Double Taxation Treaties, relevant OECD
guidelines in dealing with transfer pricing and establishing
taxable presence, and the Base Erosion and Profit Shifting
initiatives. The company endorses transparency and
fairness across the global tax system, exchange of financial
information and concerted action to fight base erosion and
profit shifting.
Telenor is an owner, employer, and taxpayer in the markets
it operates. The company’s operations contribute with tax
revenue, employment, and investments. Contributing
positively to societies is a key component in building trust
in Telenor and creating a predictable and productive
business environment. Together, these elements improve
the company’s value creation prospects. In addition to
employing over 16.000 people and constantly striving for
high sustainability standards throughout the supply chain,
Telenor contributes to the financing of public domains
through Taxes Borne as well as Taxes Collected. Total tax
contributions are not only the taxes levied on the profit of
the Telenor Group, but also takes into account further
taxes. Activities that add value to the societies include
positive financial impact through wage taxes, social
contributions, and value-added taxes.
Country-by-country tax reporting
The table below specifies the most important elements of
Telenor’s direct economic contribution country-by-country.
It includes Telenor’s revenues, capital expenditure, EBITDA
and the corporate income taxes paid in 2022. The table does
not specify all taxes and fiscal levies – only corporate
income tax (CIT) is included.
NOK in
millions
Revenues
Capex
EBITDA
Profit
before
taxes
Corporat
e income
tax (CIT)
Man-years
per
31.12.2022
Norway
28 529
7 954
11 851
2 587
5 184
4 124
Sweden
12 454
2 076
6 357
4 033
(280)
1 687
Denmark
5 414
934
1 456
570
(94)
935
Finland
10 074
1 423
3 732
1 040
(172)
1 605
Thailand
22 076
3 168
8 343
1 215
(120)
2 749
Bangladesh
15 392
3 701
9 333
5 316
(2 236)
1 312
Pakistan
4 847
2 188
2 660
(2 862)
681
1 339
Other
166
840
(617)
(1 166)
(50)
244
Telenor
Group
98 953
22 284
43 117
10 732
2 914
13 995
09
Responsible tax practices
Sustainability Report
Governance | Sustainability Report | Annual Report 2022 | 70
2019
2020
2021
2022
ENVIRONMENTAL
Climate
Total GHG emissions (thousand tonnes CO
2
e) (Market based
CO
2
4 494
3 770
4 258
3 708
Direct GHG emissions/Scope 1 (thousand tonnes CO
2
e)
101
78
71
92
Indirect GHG emissions /Scope 2 (thousand tonnes CO
2
e)
820
815
767
763
Other indirect GHG emissions/Scope 3 (thousand tonnes
CO
2
e)
3 572
2 887
3 421
2 853
Scope 1+2 GHG emissions - change from science-based
target Baseline year 2019 (%)
N/A
-1.6
-11
-7
Asia Scope 1+2 GHG emissions (thousand tonnes CO2e)
770
712
801
837
Nordic Scope 1+2 GHG emissions (thousand tonnes CO2e)
123
178
33
17
Scope 1+2 GHG emissions per mobile data traffic (tonnes
CO2e / petabyte)
164
105
74
62
Suppliers by spend who had set science-based targets (%)
0
0
29
36
Total energy use (GWh)
2 531
2 384
2 542
2 791
Number of new solar base stations
500
798
280
100
Environment
Total electronic waste recycled/reused (%)
99
99
100
100
Devices returned through take back programmes
0
0
452 008
486 200
Recovered devices reused (%)
0
0
83
68
Recovered devices recycled (%)
0
0
17
32
Recovered devices landfilled (%)
0
0
0
0
SOCIAL
Digital skills
Mobile Internet users (% of active data users)
58
58
58
58
People trained in digital skills (base year 2021) (accumulated)
1 688 290
3 002 330
Diversity and Inclusion
Women in the workforce (%)
38
38
38
38
Women senior leaders (%)
32
32
33
33
Non-Nordic senior leaders (%)
34
36
32
32
Health, Safety, People Security and Wellbeing
Fatalities – employees
0
0
0
0
Fatalities – suppliers, Tier 1 and below
5
5
2
2
Fatalities – 3rd party
0
1
0
1
Lost Time Injury Frequency (LTIF) (%)
0.17
0.06
0.20
0.13
Sickness Absence Rate (full year average) (%)
1.85
1.57
1.65
1.78
10
Key ESG figures
Sustainability Report
Governance | Sustainability Report | Annual Report 2022 | 71
2019
2020
2021
2022
GOVERNANCE
Responsible Supply Chain
Capacity building of suppliers (man-hours)
24 986
24216
34 716
27 741
Sustainability inspections
3 616
3560
3 562
3 559
% of inspections that were unannounced
86
52
45
73
No of major non-conformities
651
1 054
442
990
No of minor non-conformities
1 398
1 475
1 066
1 762
Closure rate of non-conformities in the supply chain (%)
75.8
79
95
55
Child labour cases
0
0
0
0
Underage labour in hazardous conditions cases
7
1
7
0
Integrity Hotline
No of concerns reported through the Integrity Hotline*
655
461
550
660
% of reports from the Integrity Hotline that were submitted
anonymously
38
39
41
49
Cyber security
Telenor employees who completed basic security training
(%)
0
99
96
99
Compliance and Anti-corruption
Code of conduct training (%)
100
100
100
100
*Historical data from the Integrity hotline has been revised to exclude reports from Telenor Microfinance Bank (TMB), which is a joint venture between Telenor
and Ant Financial
Governance | Sustainability Report | Annual Report 2022 | 72
To ensure high-quality, structured, transparent and
decision-relevant reporting of sustainability performance,
Telenor Group reports to various external organisations
including UN Global Compact, in accordance with the
international reporting standard GRI, the Sustainability
Accounting Standards Board (SASB), Carbon Disclosure
Project (CDP), in line with the Task Force on Climate-related
Financial Disclosures (TCFD) and the Greenhouse Gas
Protocol. Telenor also supports the UN Sustainable
Development Goals (SDGs).
Verification
EY has carried out an independent review of the
Sustainability Report 2022 to assess the accuracy of claims.
The engagement has been undertaken in accordance with
the International Standards on Assurance Engagements
(ISAE) 3000 (Revised) Assurance engagements Other Than
Audits or Reviews of Historical financial information (“ISAE
3000 (Revised)”). EY’s Independent Limited Assurance
Report can be found on Telenor.com
Targets
In view of material change to company ownership
structure, the targets as set out in this report might be
revised to better reflect the structural organisation of
Telenor Group and its business units.
Key reporting standards and
frameworks
GRI index
Telenor reports its sustainability performance in
accordance with the GRI Standards for the period 1 January
2022 to 31 December 2022. Telenor’s GRI Content Index can
be found on Telenor.com.
SASB
Telenor has also adopted the SASB reporting framework.
With a growing interest on how sustainability factors
influence the company’s business activities and financial
position, this is a useful supplement to the already
implemented ESG reporting standards. Telenor is classified
by SASB in the Telecommunications Services industry
category under the Technology and Communications
sector. SASB’s Materiality Map identifies sustainability
issues that are likely to affect the financial condition or
operating performance of companies within an industry.
The SASB report can be found on Telenor.com.
UN Global Compact Principles and
Sustainable Development Goals
Telenor fully supports the UN Global Compact Principles in
the areas of Human Rights, Labour, Environment and Anti-
corruption and reports its Communication on Progress
(COP) to the United Nations Global Compact (UNGC),
meeting the requirements of the UNGC Active Level.
Telenor supports the UN Sustainable Development Goals
(SDGs) and has prioritized 5 SDGs where it believes it can
have the most impact.
CDP and TCFD
Telenor also reports to the Carbon Disclosure Project (CDP)
and in line with the Task Force on Climate-related Financial
Disclosures (TCFD). The reports can be found on
Telenor.com.
In addition, there are a number of internationally
recognized standards that provide guidance when setting
requirements within Telenor’s Responsible Business areas.
The below table shows an overview of standards that are
relevant in Telenor’s Responsible Business areas:
11
Reporting frameworks and
verification
Sustainability Report
Governance | Sustainability Report | Annual Report 2022 | 73
Key standards followed
Area
Standard
Climate and
Environment
Science Based Targets (SBTi) | ISO14001
Human Rights
United Nations (UN) guiding principles on
business and Human Rights | Organisation for
Economic Co-operation and Development
(OECD) Guidelines for Multinational Enterprises |
International Labour Organization (ILO)
Declaration on Fundamental Principles and
Rights at Work
Diversity and
Inclusion
UN Women Empowerment Principles | UN
standards of business for lesbian, gay, bi, trans
and intersex (LGBTI) rights | Norwegian Gender
Equality Reporting Requirement
Health, Safety,
People Security
and Wellbeing
ISO 45001 | ILO Declaration on Fundamental
Principles and Rights at Work | Norwegian
Working environment act $5-1
Responsible
Supply Chain
SA 8000 | ILO Declaration on Fundamental
Principles and Rights at Work | Norwegian
Transparency Law
Anti-corruption
United Kingdom Bribery Act (UKBR) | Foreign
Corrupt Practices Act (FCPA) | Norwegian law
(Civil Penal Code Sections 276a-c) | ISO 37001 |
OECD Anti-Corruption Guidelines
Privacy & Data
Protection
General Data Protection Regulation (GDPR) |
OECD Guidelines | The Law Enforcement Data
Protection (LEPD) Directive | The ePrivacy
Directive (2002/58/EC)
Cyber Security
ISO 27001 | National Institute of Standards and
Technology | Standard of Good Practice for
Information Security
Reporting boundaries
This report includes disclosures and data from companies
under the operational control of Telenor ASA. Data from all
business units where Telenor is a majority owner is
included. Unless otherwise stated, data from Digi is
included in figures up until end of Q3 2022.
Climate and Environment
●
Climate and environment data excludes data from
Myanmar and Digi and the impact of business partners
and the life-cycle-perspectives of activities is
excluded.
●
External reporting on Municipal waste recycled has
been discontinued as it is not defined as a material area
for Telenor; All Telenor business units are required to
establish and maintain an Environmental Management
System (EMS) according to the ISO 14001 standard,
which requires that all business units shall secure
sustainable waste management, including reducing
resource consumption, reusing or refurbishing own
equipment rather than disposing it, and promoting
reuse and recycling of products offered to
customers.
●
Total energy use (GWh) reflects Scope 1 and 2
boundaries.
●
External reporting on customer mobile phones and
batteries collected for recycling or reuse has been
discontinued and replaced by reporting on the number
of devices returned through take back programmes
and the share of reuse and recycling of such devices.
These consist of mobile devices such as smartphones
and fixed CPE devices such as TV boxes and
broadband routers. The definition excludes devices
with status “unknown” i.e. collected, but reuse status
has not been determined yet.
Diversity and inclusion
Digi is excluded from diversity and inclusion data for 2022.
For small Telenor entities, accounting for less than 3
percent of energy consumption of parent company or less
than 3 percent of the total number of employees of the
parent company, and for companies which have no
significant and material impact on the ESG performance of
the Telenor Group, the following applies:
●
The ESG data of small Telenor entities is included in the
ESG reporting of the parent company, if these
companies are co-located and there is no system in
place to measure their impact separately from the
parent company’s impact (e.g. employees sharing the
same office space; there is no infrastructure for
separate energy metering; etc).
●
The ESG impact of small Telenor entities is excluded
from the ESG reporting of the parent company, if these
companies are operating in separate locations and
there is a system in place to measure the ESG impact
of the two entities separately (e.g., metering, separate
utility invoices, etc.).
Data from joint ventures is included if the ESG impact is
essential to Telenor’s core business and is also reflected in
Telenor’s financial accounts. The reporting includes only
the Telenor relevant ESG impact of the joint venture,
including but not limited to energy consumption, energy
cost and CO2 emissions (scope 1 and 2).
Where business units have outsourced functions to
independent companies, the reporting shall include the
ESG impact of outsourced functions that are essential to
Telenor’s core business and reflected in Telenor's financial
accounts and the aggregated ESG impact is more than 3
percent of the BUs total impact. The impact of different
sub-contractors delivering services related to the same
business functions is aggregated.
The same applies in cases of outsourcing functions to a
company with Telenor ownership. The ESG impact related
to the outsourced activity shall be reported by the business
unit, where the impact of the outsourced activity has been
realised.
In case of organisational changes, the ESG reporting is
aligned with the financial reporting.
EU Taxonomy Regulation
The EU taxonomy regulation is a key element of the
European Green Deal to become a climate-neutral
continent by 2050. The taxonomy is a classification system
which provides specific criteria for economic activities to
Governance | Sustainability Report | Annual Report 2022 | 74
be defined as sustainable, with the aim to direct
investments towards sustainable activities and projects. So
far, the taxonomy has set such criteria for Climate Change
Mitigation and Climate Change Adaption.
Economic activities are eligible (covered) if they are
considered relevant to achieve the objectives, and are part
of the taxonomy, while alignment means that the business
activity is sustainable and meets the specific criteria set out
in the taxonomy. To be aligned, the activity must have
substantial contribution to one of the objectives, do no
significant harm to the other, as well as comply with
minimum social safeguards. Companies in EU were
required to disclose eligibility in their 2021 annual reports
and alignment in 2022. In Norway the Taxonomy Regulation
is effective from 2023, and Telenor will be required to
disclose both eligibility and alignment in the 2023 annual
report.
For the telecom industry, only a few activities are currently
covered in the EU taxonomy and hence regarded as eligible.
The vast majority of telecom activities, including telecom
networks are currently not addressed in the taxonomy.
However, the taxonomy is still in development, and more
activities are being added to its scope, including enabling
activities.
Telenor has identified the relevant activities and report the
eligible share for revenues and capex for 2022 and has
evaluated two of the economic activities listed in the
taxonomy as relevant ‘8.1 Data processing, hosting and
related activities’ and ‘8.2 Data-driven solutions for GHG
emissions reductions.
8.1 Data processing, hosting and related
activities:
This activity is related to data centres, including edge
computing. Telenor has several data centres, however
these are mainly related to internal usage for IT and
network infrastructure, and do not directly generate
external revenue. The external revenue related to data
centres are included, however this is extremely limited for
2022.
8.2 Data-driven solutions for GHG emissions
reductions:
This activity relates to information and communication
technology (ICT) solutions that are predominantly aimed at
enabling greenhouse gas (GHG) emissions reductions.
Telenor provides technology and services that enables
customers to reduce their emissions, and revenues related
to the following activities as evaluated as eligible: Internet
of Things (IoT) solutions for automotive segment, utilities,
smart cities (e.g., optimisation of energy consumption in
buildings), as well as solutions for remote meetings. The
majority of the eligible revenue relates to the IoT business
of Telenor Connexion, and therefore a share of Telenor
Connexion’s capex is also assessed as eligible.
Total revenues and capital expenses (capex) are based on
Telenor Group’s financial statements for 2022. The
calculation for eligible share of capex is based on capex
excluding licences and spectrum frequency fees. From
2023 onwards, opex and alignment will be reported in
addition, according to the disclosure requirements.
Taxonomy KPIs
NOK in
million
Revenues
Capex excl. licenses
and spectrum
Telenor
Group
2022
98,953
16,728
Covered
by
taxonomy
(eligible)
8.1 Data
processing, hosting
and related
activities
0.0%
0.1%
8.2 Data-driven
solutions for GHG
emissions
reductions
0.8%
0.3%
Total
0.8%
0.4%
Not
covered
by
taxonomy
(non-
eligible)
99.2%
99.6%
Governance | Sustainability Report | Annual Report 2022 | 75
.
Governance | Sustainability Report | Annual Report 2022 | 76
| Financial Statements Telenor Group | Annual Report 2022 | 77
Financial
Statements
77
82
153
158
172
174
180
| Financial Statements Telenor Group | Annual Report 2022 | 78
Consolidated Income Statement
Telenor Group 1 January – 31 December
NOK in millions, except earnings per share
Note
2022
2021
Revenues
3
Cost of materials and traffic charges
4
(26 404 )
(25 591 )
Salaries and personnel costs
5
(9 998 )
(10 014 )
Other operating expenses
6
(20 178 )
(18 891 )
Other income
8
Other expenses
8
(1 261 )
(1 926 )
EBITDA
Depreciation and amortisation
15, 16, 17
(23 269 )
(23 247 )
Impairment losses
14, 15, 16, 17
(2 502 )
Operating profit
Share of net income (loss) from associated companies and joint ventures
35
( 232 )
( 480 )
Gains (losses) on disposal of associated companies and joint ventures
35
( 71 )
Financial income and expenses
Financial income
9
Financial expenses
9
(3 772 )
(2 983 )
Net currency gains (losses)
9
(3 384 )
(1 070 )
Other changes
9
Net financial income (expenses)
(6 312 )
(3 472 )
Profit before taxes
Income taxes
10
(5 008 )
Profit from continuing operations
Profit (loss) from discontinued operations
12
(4 123 )
Net income
Net income attributable to:
Non-controlling interests
Equity holders of Telenor ASA
Earnings per share in NOK:
Basic/diluted from continuing operations
11
Basic/diluted from discontinued operations
11
(2.95 )
Basic/diluted from total operations
11
| Financial Statements Telenor Group | Annual Report 2022 | 79
Consolidated Statement of Comprehensive
Income
Telenor Group 1 January – 31 December
NOK in millions
Note
2022
2021
Net income
Other comprehensive income (loss)
Translation differences on net investment in foreign operations
28
(3 514 )
Amount reclassified from other comprehensive income to income statement on partial disposal
28
Net gain (loss) on hedge of net investment
28, 31
(1 402 )
Income tax on net investment hedge
( 538 )
Amount reclassified from other comprehensive income to income statement
28
Share of other comprehensive income (loss) of associated companies and joint ventures
Amount reclassified from other comprehensive income to income statement on disposal
Items that may be reclassified subsequently to income statement
(1 529 )
Net gain (loss) on equity investments
28
Remeasurement of defined benefit pension plans
28, 21
Income taxes on pension remeasurement
( 138 )
( 57 )
Items that will not be reclassified to income statement
Other comprehensive income (loss), net of taxes
(1 186 )
Total comprehensive income (loss)
Total comprehensive income (loss) attributable to:
Non-controlling interests
Equity holders of Telenor ASA
| Financial Statements Telenor Group | Annual Report 2022 | 80
Consolidated Statement of Financial Position
Telenor Group as of 31 December
NOK in millions
Note
2022
2021
ASSETS
Deferred tax assets
10
Goodwill
14, 18
Intangible assets
15
Right-of-use assets
16
Property, plant and equipment
17
Associated companies and joint ventures
35
Contract costs and prepaid costs
26
Other non-current financial assets
27
Total non-current assets
Prepaid taxes
Inventories
Trade and other receivables
19
Other current financial assets
27
Assets classified as held for sale
12
Cash and cash equivalents
20
Total current assets
Total assets
EQUITY AND LIABILITIES
Equity attributable to equity holders of Telenor ASA
28
Non-controlling interests
28
Total equity
Liabilities
Non-current lease liabilities
29
Non-current interest-bearing liabilities
30
Non-current non-interest-bearing liabilities
27
Deferred tax liabilities
10
Pension obligations
21
Provisions and obligations
22
Total non-current liabilities
Current lease liabilities
29
Current interest-bearing liabilities
30
Trade and other payables
24
Current tax payables
Current non-interest-bearing liabilities
27
Provisions and obligations
22
Liabilities classified as held for sale
12
Total current liabilities
Total equity and liabilities
| Financial Statements Telenor Group | Annual Report 2022 | 81
Consolidated Statement of Cash Flows
Telenor Group 1 January – 31 December
NOK in millions
Note
2022
2021
Profit before taxes from continuing operations
Profit (loss) before taxes from discontinued operations
12
(3 338 )
Profit before taxes
Income taxes paid
(5 977 )
(6 113 )
Net (gains) losses from disposals, impairments and change in fair value of financial assets and
liabilities
(33 823 )
Depreciation, amortisation and impairment losses
Share of net (income) loss and (gains) losses on disposal of associated companies and joint ventures
Dividends received from associated companies
Net interest expense
Changes in net operating working capital
13
(1 389 )
Net currency (gains) losses not relating to operating activities
Interest received
Interest paid
(3 004 )
(2 635 )
Other adjustments
Net cash flow from operating activities
Proceeds from sale of property, plant and equipment, intangible assets and right-of-use assets
Purchases of property, plant and equipment, intangible assets and prepayments for right-of-use
assets
13
(19 298 )
(19 447 )
Proceeds from disposal of subsidiaries and associated companies, net of cash disposed
13
(4 662 )
Purchases of subsidiaries, associated companies and joint ventures, net of cash acquired
13
( 991 )
( 391 )
Proceeds from sale of other investments
Purchases of other investments
( 31 )
( 150 )
Net cash flow from investing activities
(23 145 )
(17 228 )
Proceeds from borrowings
13
Repayments of borrowings
13
(21 044 )
(29 399 )
Payments of lease liabilities related to spectrum licences
13
(2 483 )
(2 871 )
Payments of lease liabilities related to other lease contracts
13
(5 589 )
(5 955 )
Net payments related to supply chain financing
( 1 )
Purchase of treasury shares
31
( 27 )
Dividends paid to non-controlling interests in subsidiaries
13
(2 803 )
(3 551 )
Dividends paid to equity holders of Telenor ASA
28
(13 015 )
(12 595 )
Net cash flow from financing activities
(23 984 )
(27 903 )
Effects of exchange rate changes on cash and cash equivalents
( 245 )
Net change in cash and cash equivalents
(7 306 )
(3 103 )
Cash and cash equivalents as of 1 January
Cash and cash equivalents as of 31 December
Of which cash and cash equivalents in assets held for sale as of 31 December
12
Cash and cash equivalents excluding assets held for sale as of 31 December
13
| Financial Statements Telenor Group | Annual Report 2022 | 82
Consolidated Statement of Changes in Equity
Telenor Group – for the years ended 31 December 2021 and 2022
Attributable to equity holders of Telenor ASA
NOK in millions
Paid-in
capital
Other
reserves
Retained
earnings
Cumulative
translation
differences
Total
Non-
controlling
interests
Total equity
Equity as of 1 January 2021
(22 014 )
(3 181 )
Net income for the period
Other comprehensive income (loss) for the period
(1 446 )
(1 031 )
( 155 )
(1 186 )
Total comprehensive income (loss) for the period
(1 446 )
Disposal of equity investments at fair value through other comprehensive
income
( 1 )
( 1 )
( 1 )
( 2 )
Equity adjustments in associated companies
Dividends
(12 595 )
(12 595 )
(3 296 )
(15 891 )
Share-based payment, exercise of share options and distribution of shares
Equity as of 31 December 2021
(21 530 )
(4 627 )
Net income for the period
Other comprehensive income (loss) for the period
Total comprehensive income (loss) for the period
Transactions with non-controlling interests
( 42 )
( 42 )
( 590 )
( 632 )
Dividends
(13 015 )
(13 015 )
(3 159 )
(16 174 )
Share-based payment, exercise of share options and distribution of shares
Equity as of 31 December 2022
(20 746 )
(3 422 )
See note 28 for additional equity information.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 83
Notes to the Financial Statements
Telenor Group
Contents notes
General information
22
Provisjons and obligations
1
Company information and basis of preparation
23
Legal disputes and contingencies
24
Trade and other payables
Performance
25
Contractual commitments
2
Segments
26
Contract costs and other prepaid costs
3
Revenues
4
Costs of materials and traffic charges
Financial assets, liabilities and risk management
5
Salaries and personnel costs
27
Financial assets and liabilities
6
Other operating expenses
28
Equity
7
Research and development costs
29
Lease liabilities
8
Other income and other expenses
30
Interest-bearing liabilities
9
Financial income and expenses
31
Capital and financial risk management
10
Income taxes
32
Fair values of financial instruments
11
Earnings per share and dividends
33
Guarantees
12
Held for sale and discontinued operations
13
Cash flow information
Group composition and consolidation
34
Consolidation and group companies
Operating assets and liabilities
35
Associated companies and joint arrangements
14
Goodwill
15
Intangible assets
Other
16
Right-of-use assets
36
Related parties
17
Property, plant and equipment
37
Key management compensation
18
Impairment testing
38
Fees to external auditor
19
Trade and other receivables
39
Share information and ownership
20
Cash and cash equivalents
40
Events after the reporting period
21
Pension obligations
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 84
NOTE 1
Company information and basis of preparation
Telenor is a Norwegian listed company offering
The consolidated financial statements of Telenor are
prepared according to IFRS. The accounting policies are
described in this note and in the individual notes to the
financial statements.
Company information
The consolidated financial statements of Telenor (referred to as “the
company”) comprise the parent company and its subsidiaries. The
parent company
listed on the Oslo Stock exchange under the ticker TEL. The principal
activities of Telenor are described in note 2 Segments. The headquarter
is at
number is +47 810 77 000.
Basis of preparation
The consolidated financial statements are prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted by the
European Union (EU) and the additional requirements of the Norwegian
Accounting Act. The consolidated financial statements were approved
by the Board of Directors on 21 March 2023 and is subject to approval by
the Annual General Meeting on 10 May 2023.
The consolidated financial statements have been prepared on a
historical cost basis, except for equity investments (primarily
shareholdings of less than 20%) and derivative financial instruments,
which are carried at fair value. The financial year corresponds to the
calendar year. The consolidated financial statements are presented in
Norwegian Kroner (NOK). Amounts are rounded to the nearest million,
unless otherwise stated. As a result of rounding adjustments, amounts
and percentages may not add up to the total.
The merger of Digi with Celcom was completed in November 2022,
resulting in Digi being deconsolidated from the Telenor group and the
remaining 33.1% ownership being recognised as an associate. The
transaction resulted in a gain for Telenor of NOK 32.7 billion. Historical
figures have been represented as discontinued operations, refer to
further information in note 12.
Accounting policies
Descriptions of accounting principles are generally included in the
various notes to the financial statements. The general principles relating
to foreign currency translation, distinction between current and non-
current assets and liabilities and government grants are described
below.
Foreign currency translation
The consolidated financial statements are presented in NOK, which is
Telenor ASA’s functional currency. The group has foreign entities with
functional currency other than NOK. At the reporting date, the assets
and liabilities of foreign entities with functional currencies other than
NOK are translated into NOK at the rate of exchange at the reporting
date. The income statements are translated at the average exchange
rates for the year except significant transactions that are translated
using the daily exchange rate. The translation differences arising from
the translation are recognised in other comprehensive income until the
disposal of the net investment, at which time they are recognised in the
income statement.
Current/non-current classification
An asset or liability is classified as current when it is expected to be
realised, sold, used or settled in Telenor’s normal operating cycle, which
is normally within twelve months after the reporting date. Other assets
and liabilities are classified as non-current. Financial instruments, other
than those held for trading, are classified based on maturity, and
hedging instruments are classified consistently with the underlying
hedged item.
Government grants
Government grants are recognised when there is reasonable assurance
that the grant will be received. Grants that relate to expenses are
normally recognised as a reduction of the expense over the related
period. Grants that relate to assets are deducted from the carrying
amount of the asset and result in lower depreciation over the useful life
of the asset.
Key judgments and estimates
The preparation of consolidated financial statements of Telenor
involves significant judgements and estimates that could result in
material adjustments to the carrying amount of the asset or liability the
next financial year. Management is required to make difficult, subjective
and complex assessments of the outcome of matters that are
inherently uncertain on an ongoing basis. The key judgments and
estimates are based on historical results and experience, consultations
with experts, trends, forecasts and scenarios of future development
and other methods which management considers reasonable under the
circumstances. Information about key judgments and estimates are
included in the individual notes. The following notes include the most
significant judgments and estimates in the consolidated financial
statements of Telenor:
●
Note 10 Income taxes
●
Note 14 Goodwill
●
Note 16 Right-of-use assets
●
Note 17 Property, plant and equipment
●
Note 18 Impairment of assets
●
Note 22 Provisions and obligations
●
Note 23 Legal disputes and contingencies
Adoption of new and revised standards, amendments
and interpretations
The accounting policies applied are consistent with those applied in the
previous financial year, except for the implementation of new and
revised accounting standards as described below. The amendments
adopted with effect from 1 January 2022 relevant for Telenor include:
●
Onerous contracts - cost of fulfilling a contract (amendments to IAS
37
Provisions, Contingent Liabilities and Contingent Assets:
Onerous Contracts - Cost of Fulfilling a Contract)
. These narrow-
scope amendments clarify that the cost of fulfilling an onerous
contract includes both incremental cost and an allocation of other
costs that relate directly to fulfilling the contract. The
implementation did not have a significant impact on Telenor’s
consolidated financial statements.
Telenor has not early adopted any standard, interpretation or
amendment that has been issued but is not yet effective. The
amendments are effective from 1 January 2023 are not expected to
have a significant impact on the consolidated financial statements.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 85
NOTE 2
Segments
The segments are consistent with the countries where Telenor operates within mobile and fixed line
communication. Telenor had seven operating segments at year-end 2022, of which four were in the Nordics and
three in Asia. Digi in Malaysia merged with Celcom in November 2022 and is no longer a segment of Telenor, but an
associated company.
Accounting policies
Reporting segments are identified based on reporting to Group Management Team (chief operating decision makers) and is consistent with
financial information used for assessing performance and allocating resources during 2022 and 2021. The accounting principles for the segment
reporting are consistent with those applied by the Group. The operating and reportable segments are based on business activities and
geographical location. The segment result is defined as EBITDA before other income and other expenses.
Deliveries of network-based regulated services are based on cost-oriented prices based on negotiations between the units. All transactions
between the segments are based on market conditions. Gains and losses arising from internal transfer of businesses, group contribution and
dividends within the Group are not included in the income statements for the segments.
Segments
The countries where Telenor operates is the basis for the segment reporting. The mobile communication business mainly includes voice, data,
internet, content services, customer equipment and messaging. In Norway, Sweden, Denmark and Finland, the fixed line businesses are reported
together with mobile operations. Fixed services comprise telephony, internet and TV and leased lines, as well as data services and managed
services.
Other units consist of Corporate Functions, Telenor Infra, Telenor Satellite and Other Businesses. Corporate Functions comprise activities such as
global shared services, research and development, strategic Group projects, Group Treasury, the internal insurance company, and support
functions. Telenor Infra operates all tower infrastructure in Norway previously operated by Telenor Norway, Norkring and Telenor Real Estate.
Telenor Satellite offers broadcasting and data communication services via satellite. Other Businesses consists mainly of mobile communication
business at sea conducted by Telenor Maritime; Telenor Linx, which is focused on interconnecting global operators and delivering key
communications services on a global scale; Telenor Real Estate; Telenor Connexion, which is specialising in Internet of Things with capabilities to
support the most advanced machine-to-machine-communication and Internet of Things customers worldwide; and other businesses, including
internet based services, none of which are material enough to be reported as separate segments.
Change in composition of reportable segments
In 2022, Telenor announced the new organisation to take effect from 2023. As a consequence, the current country-based segment reporting will be
discontinued and replaced with the following four operating segments from the first quarter 2023: Nordics, Asia, Infrastructure and Amp. The
mobile and fixed line businesses will be reported in the Nordic and Asia segments. The Infrastructure segment will consists of certain passive
infrastructure in the Nordics, whereas the Amp segment will consist of the portfolio of adjacent business and companies that are near the core of
Telenor’s business.
Pursuant to closing of the merger between Digi and Celcom in Malaysia on 30 November 2022, Digi as a subsidiary is classified as discontinued
operations with comparative figures re-presented. Telenor’s ownership in the merged entity CelcomDigi is recognised as associated company
using the equity method, see note 35. The share of profits or losses from CelcomDigi will be included in the Asia segment from Q1 2023.
Segment Information 2022
NOK in millions
Revenues
External revenues
EBITDA before
other
income and other
expenses
1)
EBITDA
1)
Depreciation,
amortisation and
impairment losses
Operating profit
(loss)
Investments
2)
Capital employed
3)
Norway
25 400
24 959
12 236
11 853
(7 146)
4 707
6 849
28 033
Sweden
11 712
11 620
4 033
5 729
(2 525)
3 204
2 016
14 720
Denmark
5 510
5 414
1 396
1 375
( 910)
465
934
5 013
DNA - Finland
10 074
10 031
3 681
3 678
(2 614)
1 064
1 387
33 665
dtac - Thailand
22 107
22 076
8 181
8 020
(6 155)
1 865
3 168
37 823
Grameenphone -
Bangladesh
15 508
15 392
9 685
9 441
(2 870)
6 571
3 701
9 086
Pakistan
5 188
4 822
2 891
2 888
(3 917)
(1 028)
2 188
7 586
Other units
9 061
4 639
2 409
2 299
(1 292)
1 007
2 042
n.m.
Eliminations
(5 606)
-
(2 139)
(2 166)
1 658
( 509)
-
n.m.
Group
98 953
98 953
42 374
43 117
(25 770)
17 346
22 284
n.m.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 86
Segment Information 2021
NOK in millions
Revenues
External revenues
EBITDA before
other income and
other expenses
1)
EBITDA
1)
Depreciation,
amortisation and
impairment losses
Operating profit
(loss)
Investments
2)
Capital employed
3)
Norway
25 362
24 915
12 758
11 726
(6 739)
4 987
5 637
25 378
Sweden
12 107
12 038
4 434
4 428
(2 651)
1 777
1 839
16 242
Denmark
5 346
5 259
1 413
1 362
( 927)
434
1 077
4 621
DNA - Finland
9 712
9 678
3 645
3 643
(2 651)
993
1 625
33 951
dtac - Thailand
21 878
21 826
8 067
7 934
(6 050)
1 884
3 852
39 701
Grameenphone -
Bangladesh
14 464
14 362
9 052
8 730
(2 327)
6 403
2 853
7 976
Pakistan
5 604
5 328
2 976
2 967
(1 751)
1 216
3 129
8 886
Other units
7 518
3 747
1 508
1 323
(1 231)
92
1 027
n.m.
Eliminations
(4 838)
-
(1 196)
(1 212)
1 080
( 132)
-
n.m.
Group
97 153
97 153
42 656
40 902
(23 247)
17 654
21 038
n.m.
1)
See table below for definition and reconciliation of EBITDA.
2)
Investments consist of capex and investments in businesses. See page 180 for alternative performance measures.
3)
Capital employed (average for the period) adjusted for dividend and group contribution payables/receivables.
For definition of capital employed and Group
figures, see page 180 for alternative performance measures. (n.m. – not measured)
Reconciliation
NOK in millions
2022
2021
EBITDA before other income and other expenses
42 374
42 656
Other income
2 004
172
Other expenses
(1 261)
(1 926)
EBITDA
43 117
40 902
Geographical distribution of external revenues based on customer location
NOK in millions
2022
2021
Norway
25 826
25 730
Sweden
12 806
12 810
Denmark
5 563
5 423
Finland
9 940
9 528
Thailand
22 086
21 866
Bangladesh
15 390
14 360
Pakistan
4 829
5 343
Other countries
2 513
2 094
Total revenues
98 953
97 153
Assets by geographical location of the company
Non-current assets excluding deferred tax
assets, contract cost and other non-current
financial assets
Total assets
NOK in millions
2022
2021
2022
2021
Norway
35 559
34 503
54 233
56 423
Sweden
16 120
17 349
23 191
22 803
Denmark
4 448
3 921
7 703
7 723
Finland
34 868
33 985
40 692
38 522
Thailand
37 814
37 973
47 219
47 305
Malaysia
34 436
13 266
34 448
17 333
Bangladesh
14 071
12 958
17 576
16 648
Pakistan
7 837
10 536
10 287
12 784
Myanmar
-
349
-
2 543
Other countries
2 902
2 816
3 899
3 658
Total assets
188 055
167 657
239 249
225 740
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 87
NOTE 3
Revenues
Revenues in Telenor mainly relate to mobile and fixed operations. Revenues in mobile operations include
subscription fees in addition to roaming, traffic fees and interconnect fees for use of Telenor’s network. Devices
like mobile phones are regularly part of a bundled offering together with the subscription. Revenues in the fixed
operations include services like telephony, broadband, TV connections, broadcasting, data networks and data
security services.
Accounting policies
Services
Service revenues include subscriptions and traffic revenues for mobile voice and data. Subscriptions are either invoiced on a monthly basis or
prepaid. Outbound roaming charges in addition to voice and non-voice traffic fees are recognised based on the minutes or data used. Other mobile
services include subscriptions and services for machine-to-machine and internet-of-things (IoT), inbound and national roaming and revenues
related to service providers and MVNOs (Mobile Virtual Network Operators). Interconnect fees are revenues from other operators using Telenor’s
networks. Service revenues are recognised over time or based on usage.
Fixed-network services include revenues from telephony, internet, TV, broadcasting and data services. The subscription fees are usually flat rate,
where some contracts have a minimum contract term. Fixed service revenues are recognised over time or based on usage.
Goods
Revenues from the sale of mobile phones, broadband set-up boxes and other devices are recognised at point in time when the equipment is
delivered to the customer.
Bundled multi-element contracts
Bundled multi-element contracts are contracts that consist of several separate identifiable performance obligations. Within mobile operations this
typically include a subscription, a handset and sometimes screen insurance and other services. Within our fixed operations this typically include
subscription, set-up boxes and other types of equipment or services.
The transaction price is net of discounts and sales related taxes. Bundled contracts may include a financing component, as the handset or other
equipment is provided to a customer up-front and payments are received over an instalment period. Financing components are not considered
when the timing of the payment is at the discretion of the customer (for example prepaid mobile services) or the timing difference between
rendering the service or good and payment is less than twelve months. If a significant financing component is provided to the customer, the
transaction price is adjusted, and interest revenue is recognised over the customer’s payment period using an interest rate reflecting the relevant
risk-free rate and customer specific credit risk.
The transaction price for bundled contracts is allocated to each identified performance obligation based on relative prices Telenor would achieve
by selling the same goods or services to a similar customer on a stand-alone basis. Discounts are allocated proportionately to all performance
obligations in the contract unless there is observable evidence to allocate it differently.
Mobile swap contracts
The Group offers in some markets sale of handsets on instalment plans with an option for the customer to change to a new device before all the
instalments are paid. If the option is exercised, the customer pays any remaining months of minimum instalment under the original contract and
enters into a new contract. The transaction price at inception of the contract includes an estimate of the payments to be received based on the
expected value approach using historical data. When the Group is obliged to accept return of the original handset, a refund liability is recognised at
the inception of the contract. A returned-good asset with a corresponding adjustment to cost of sales is recognised representing the right to
recover the returned handsets. The new device is accounted for as a new, separate contract.
Telenor as agent
In some markets, mobile subscriptions and devices are sold as bundles through external channels. The group acts as principal for the subscription
services and recognise the revenues on a gross basis. For the sale of the handset an assessment is made to determine if Telenor is agent or
principal. If Telenor is regarded as an agent, no revenue is recognised as there are no commissions earned for providing services in the capacity of
an agent in these arrangements. Further, Telenor is acting as an agent in arrangements where third parties are the main supplier and the Group
mainly arrange for those goods or services to be provided by the third party. For example, screen insurance which is offered as part of a bundled
offering in some mobile subscriptions.
Other revenues
Revenues other than mobile and fixed operations are mainly offered by units not separately identified as reporting segments. Revenues include
colocation services, data centre facilities, telemetrics (communication between machines), satellite services, maritime services and Internet of
Things (IoT). Revenues are recognised over time based on either monthly fees or usage.
Lease revenues (IFRS 16)
The Group has operating lease arrangements in which it is a lessor, mainly related to passive infrastructure sharing with other telecommunication
operators. The Group has classified these leases as operating leases because they do not transfer substantially all the risks and rewards incidental
to ownership of the underlying assets. Lease revenues are recognised on a straight-line basis over the lease term.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 88
Key judgments and estimates
In mobile swap contracts, there is an uncertainty when and if the customer will exercise the option to cancel the current contract and enter into a
new. As the transaction price at inception of the contract is based on an estimate of payments received, the revenue is a variable consideration.
The total consideration to be received is estimated based on the expected value approach using historical data.
In some markets with mobile swap contracts, Telenor is obliged to accept return of the original handset and a refund liability is recognised. In other
markets, an external third party takes ownership of the device, resells it and guarantee a compensation to Telenor. In these contracts, Telenor
consider the guaranteed amount from the third party as part of the total consideration to be received at inception of the contract.
Disaggregation of revenues from contract with customers
Revenues are disaggregated by major revenue streams divided into the reportable segments as shown in note 2 in the table below.
Year 2022
NOK in millions
Norway
Sweden
Denmark
DNA
Finland
dtac
Thailand
Grameenphone
Bangladesh
Pakistan
Other
units
Eliminations
Group
Type of good/ services
Mobile operation
15 955
8 341
4 952
7 761
18 559
15 323
5 047
-
(1 062)
74 875
Services
13 832
6 619
3 744
6 025
16 094
15 301
5 037
-
(1 059)
65 593
Goods
2 123
1 722
1 208
1 735
2 464
22
10
-
( 2)
9 282
Fixed operation
8 529
3 126
529
2 169
-
-
-
2 170
( 642)
15 880
Services
8 180
3 119
529
2 169
-
-
-
2 170
( 587)
15 578
Goods
349
7
-
-
-
-
-
-
( 54)
302
Other
587
-
-
-
-
-
-
4 117
(1 699)
3 004
Services
587
-
-
-
-
-
-
4 109
(1 699)
2 997
Goods
-
-
-
-
-
-
-
8
-
8
Sum type of
goods/services
25 071
11 468
5 480
9 930
18 559
15 323
5 047
6 287
(3 403)
93 760
Type of mobile subscription
Contract
11 697
5 637
3 212
5 498
10 174
708
244
-
( 123)
37 047
Prepaid
104
193
-
229
5 230
14 553
4 729
-
( 449)
24 589
Other
1)
2 032
789
532
298
691
39
64
-
( 488)
3 956
Sum services in
Mobile operation
13 832
6 619
3 744
6 025
16 094
15 301
5 037
-
(1 059)
65 593
Timing of revenue recognition
Over time
22 599
9 738
4 273
8 194
16 094
15 301
5 037
6 278
(3 346)
84 168
At a point in time
2 472
1 730
1 208
1 735
2 464
22
10
8
( 57)
9 592
Total revenue from
contract with
customers
25 071
11 468
5 480
9 930
18 559
15 323
5 047
6 287
(3 403)
93 760
Other revenue
2)
329
244
30
144
3 548
185
141
2 775
(2 203)
5 193
Total revenue
25 400
11 712
5 510
10 074
22 107
15 508
5 188
9 061
(5 606)
98 953
Segment revenue as
presented in note 2
25 400
11 712
5 510
10 074
22 107
15 508
5 188
9 061
(5 606)
98 953
1)
Other includes revenues from other mobile and non-mobile services, refer to definitions on page 180.
2)
Other revenue includes mainly lease revenue.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 89
Year 2021
NOK in millions
Norway
Sweden
Denmark
DNA
Finland
dtac
Thailand
Grameenphone
Bangladesh
Pakistan
Other
units
Eliminations
Group
Type of good/ services
Mobile operation
15 350
8 268
4 814
7 496
18 502
14 288
5 461
-
( 962)
73 218
Services
13 362
6 541
3 617
5 951
16 133
14 263
5 451
-
( 961)
64 357
Goods
1 987
1 728
1 197
1 546
2 370
25
10
-
( 1)
8 862
Fixed operation
9 058
3 623
502
2 185
-
-
-
1 732
( 561)
16 540
Services
8 690
3 616
502
2 185
-
-
-
1 732
( 512)
16 214
Goods
369
7
-
-
-
-
-
-
( 50)
326
Other
639
-
-
-
-
-
-
3 903
(1 855)
2 687
Services
639
-
-
-
-
-
-
3 889
(1 855)
2 673
Goods
-
-
-
-
-
-
-
14
-
14
Sum type of
goods/services
25 047
11 892
5 316
9 682
18 502
14 288
5 461
5 635
(3 378)
92 445
Type of mobile subscription
Contract
11 525
5 723
3 199
5 396
10 286
629
162
-
( 72)
36 849
Prepaid
122
177
-
209
5 190
13 591
5 224
-
( 516)
23 998
Other
1)
1 715
640
419
345
656
44
65
-
( 374)
3 510
Sum services in
Mobile operation
13 362
6 541
3 617
5 951
16 133
14 263
5 451
-
( 961)
64 357
Timing of revenue recognition
Over time
22 691
10 157
4 119
8 136
16 133
14 263
5 451
5 621
(3 328)
83 244
At a point in time
2 356
1 735
1 197
1 546
2 370
25
10
14
( 50)
9 202
Total revenue from
contract with
customers
25 047
11 892
5 316
9 682
18 502
14 288
5 461
5 635
(3 378)
92 445
Other revenue
2)
314
216
30
31
3 376
176
143
1 883
(1 461)
4 708
Total revenue
25 362
12 107
5 346
9 712
21 878
14 464
5 604
7 518
(4 838)
97 153
Segment revenue as
presented in note 2
25 362
12 107
5 346
9 712
21 878
14 464
5 604
7 518
(4 838)
97 153
1)
Other includes revenues from other mobile and non-mobile services, refer to definitions on page 180.
2)
Other revenue includes mainly lease revenue.
Lease revenues
Other revenue of NOK 5.2 billion (NOK 4.7 billion in 2021) recognised in the income statement includes variable lease revenue of NOK 152 million
(NOK 87 million in 2021) primarily relating to energy charges received from lessees based on the consumption.
The following table sets forth the maturity analysis of minimum lease payments to be received in nominal terms after the reporting date:
NOK in millions
2022
2021
Less than 1 year
5 209
4 919
1 to 2 years
4 653
4 478
2 to 3 years
3 246
4 438
3 to 4 years
493
2 658
4 to 5 years
487
400
After 5 years
831
504
Total
14 919
17 397
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 90
NOTE 4
Costs of materials and traffic charges
Cost of materials and traffic charges
NOK in millions
2022
2021
Traffic charges
(11 823)
(11 397)
Cost of materials etc
(14 580)
(14 194)
Total costs of materials and traffic charges
(26 404)
(25 591)
Cost of materials include variable lease expenses, see note 16 for more information.
Power purchase agreements
As part of Telenor’s commitment to reduce our greenhouse gas emissions and meet our science-based targets, Telenor has in 2022 entered into
Power Purchase Agreements with different vendors for the provision of renewable energy to Telenor’s operations. These agreements are fixed
price agreements and the first agreement is expected to be effective from end of 2023. As these agreements are entered into and will continue to
be held for the purpose of receiving energy for own usage within Telenor’s operations, they will be recognised as cost of materials and traffic
charges when effective.
NOTE 5
Salaries and personnel costs
The Group has around 14 000 full-time equivalent employees. The employees have various benefits in addition to
salary, including a share-based payment program that is described in this note.
Overview of salary and personnel costs
NOK in millions
2022
2021
Salaries and holiday pay
(8 753)
(8 688)
Social security tax
( 924)
( 910)
Pension costs including social security tax (note 21)
(1 004)
(1 039)
Share-based payments
( 116)
( 131)
Other personnel costs
( 468)
( 466)
Own work capitalised
1 268
1 219
Total salaries and personnel costs
(9 998)
(10 014)
1)
Include expenses related to the Group's employee share programme, and the Group's long term incentive programme for managers and key personnel (please
refer to note 37 as well as chapter 11 of the Corporate Governance section of the Board of Directors’ report).
The average number of labour-years employed in continuing operations was approximately 14 000 in 2022 and 15 000 in 2021.
Share-based payment program
Employees and managers worldwide are offered to purchase Telenor shares at a discounted price and potentially earn bonus shares if the share
price exceeds certain benchmarks in the future. Bonus shares are awarded net after tax and Telenor withhold and pay withholding taxes on behalf
of the employee. The share-based payment programs including the withholding tax are considered as equity-settled share-based payments, where
the fair value of the bonus shares is estimated at the grant date and expensed over the vesting period. Social security taxes are recognised as
cash-settled share-based payments measured at fair value and remeasured at each reporting date.
NOTE 6
Other operating expenses
Other operating expenses
NOK in millions
2022
2021
Other cost of premises, vehicles, office equipment etc.
(2 668)
(2 196)
Operation and maintenance
(5 574)
(5 470)
Marketing and sales commission
(4 629)
(4 394)
Advertising
(1 530)
(1 598)
External personnel and consultancy fees
(1 950)
(1 800)
Variable lease expenses
1)
(2 145)
(2 057)
Other
2)
(1 682)
(1 375)
Total other operating expenses
(20 178)
(18 891)
1)
See note 16 for more information.
2)
Includes expenses related to short term and low value leases, see note 16 for more information.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 91
NOTE 7
Research and development costs
The research and development activities in Telenor mainly relate to developing new services and products,
development of networks, Artificial Intelligence (AI) and advanced analytics, safeguarding of personal data and
cyber security. All research and development costs in Telenor are expensed as they do not meet the requirements
in IFRS for capitalisation.
Accounting policies
Development expenditures are capitalised only when the criteria for recognition are met, i.e. that it is probable that the expected future economic
benefits that are attributable to the asset will flow to the entity, management has committed itself to complete the asset, the technical feasibility of
completing the asset has been demonstrated and the cost can be measured reliably. The assets are amortised over their expected useful life once
the assets are available for use. Costs incurred during the research stage of a project, as well as maintenance and training costs are expensed as
incurred. Development costs that do not meet the criteria for capitalisation are expensed as incurred.
Research and development costs
Research and development costs that have been recognised in the income statement amount to NOK 177 million in 2022 (NOK 187 million in 2021).
Expensed research and development activities mainly related to new technologies, 5G projects, security awareness and network optimisation.
NOTE 8
Other income and other expenses
Income and expenses not regarded as part of regular operational performance are presented on a separate line as
other income and other expenses in Telenor. It includes gains and losses on disposal of PPE and other non-current
assets, restructuring costs, losses from onerous contracts and fines concluded in legal disputes.
Accounting policies
Other income and other expenses are items that are not regarded as part of regular operational performance. The purpose of presenting these
items on a separate line is to enable comparison of profitability between periods. It includes gains and losses on disposal of non-current assets
such as property, plant and equipment (PPE) and intangible assets. It also includes gains and losses from sale of subsidiaries, unless the sale is
presented as discontinued operations. Restructuring costs are included to the extent they qualify as a restructuring in IAS 37. Costs related to
reduction of personnel is only included when they relate to the time the employee no longer render services to Telenor. Costs for loss contracts are
included when they qualify as onerous contracts under IAS 37. Fines concluded in legal disputes are included, whereas settlements on legal
disputes are only included in other income and expense when they relate to the business as a whole and are non-recurring in nature.
Other income and other expenses
NOK in millions
2022
2021
Gains on disposals of property, plant and equipment (PPE), right-of-use assets and operations
1 954
144
Other
50
28
Total other income
2 004
172
Losses on disposals of property, plant and equipment (PPE), right-of-use assets and operations
(462)
(464)
Expenses for workforce reductions, onerous contracts and other
(800)
(1 462)
Total other expenses
(1 261)
(1 926)
For the year 2022, total other income consisted mainly of NOK 1.7 billion gain on divestment of fixed non-core assets and NOK 95 million related to
gain on sale of licenses in Telenor Sweden. Total other expenses consisted mainly of workforce reductions (of which NOK 392 million in Telenor
Norway and NOK 180 million in Grameenphone) and NOK 150 million damaged fixed assets in a fire in dtac.
In 2021, total other expenses consisted mainly of a fine from the Norwegian Competition Authority (NOK 788 million), losses on termination of
leases in dtac (NOK 138 million) and workforce reductions (of which NOK 338 million in Grameenphone and NOK 168 million in Telenor Norway).
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 92
NOTE 9
Financial income and expenses
Financial income in Telenor includes interest income on cash and cash equivalents as well as customer credit. The
interest expenses mainly relate to bonds, derivatives, and other borrowings in addition to lease liabilities. Other
financial items include foreign currency gains and losses and change in fair value of hedging instruments and
hedged items.
Accounting policies
Interest expenses related to bonds, commercial papers, bank loans and bank overdrafts are recognised at amortised cost using the effective
interest-rate method. Foreign currency gains and losses arise from monetary assets and liabilities denominated in foreign currencies translated to
the functional currency. All exchange differences are recognised in the income statement except exchange differences on foreign currency
borrowings and monetary items that provide an effective hedge against a net investment in a foreign entity. These gains and losses are recognised
in other comprehensive income until the disposal of the net investment or settlement of the monetary item, at which time they are recognised in
the income statement. Dividend income from investments is recognised when the Group’s rights to receive payment have been established
(declared by the General Meeting or otherwise) and classified as financial income.
Financial income and expenses
NOK in millions
2022
2021
Interest income on cash and cash equivalents
290
279
Other financial income
162
137
Total financial income
452
417
Interest expenses on financial liabilities
1)
(2 640)
(2 485)
Other financial expenses
(1 132)
( 498)
Total financial expenses
(3 772)
(2 983)
Foreign currency gains
1 644
2 451
Foreign currency losses
(5 028)
(3 521)
Net foreign currency gains (losses)
(3 384)
(1 070)
Net change in fair value of financial instruments at fair value through profit or loss
592
201
Net change in fair value of hedging instruments and hedged items
( 200)
( 44)
Net gains (losses and impairment) on financial assets and liabilities
1
7
Other changes
393
165
Net financial income (expenses)
(6 312)
(3 472)
4)
Includes interest expenses on lease liabilities, see note 16 for more information.
In 2022, interest expenses related to interest-bearing debt amounts to NOK 1.6 billion, an increase of NOK 0.1 billion compared to 2021. This increase
is mainly explained by higher interest rates. Further, interest expenses on lease liabilities amounts to NOK 1.1 billion in 2022 and 2021. Other financial
expenses for 2022 includes provision for regulatory disputes in Bangladesh.
Net foreign currency losses were NOK 3.4 billion in 2022, compared to losses of NOK 1.1 billion in 2021. The net foreign currency losses in 2022 was
mainly related to translation of debt denominated in USD used for economic hedges of assets, USD liabilities in Pakistan as well as internal loans in
SGD within Telenor Group. The net foreign currency losses in 2021 was mainly related to translation of debt denominated in USD used for economic
hedges of assets and USD liabilities in Pakistan.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 93
NOTE 10
Income taxes
Telenor is in a payable tax position in most jurisdictions. Nevertheless, Telenor had a net tax income in 2022 of
27.1% as a result of favourable development in a tax dispute in Norway and realisation of tax losses from
restructuring of shareholdings in Asia. Telenor is involved in several legal proceedings and discussions related to
its tax position where the outcome is uncertain. Uncertain tax positions may require significant judgment including
assessment of future taxable profits and estimating the outcome of significant tax disputes.
Accounting policies
Telenor bases its assessment of taxable income on interpretation of relevant laws and regulations, and when it is considered as probable that the
tax treatment will be sustained in a tax review. Current tax assets and liabilities are measured at the amount expected to be recovered or paid to
the tax authorities. Deferred tax assets and liabilities are calculated using the liability method where deferred taxes are recognised on the
difference between the tax base and the carrying amount of the assets and liabilities, including tax losses carried forward. Deferred tax assets and
liabilities are not recognised on goodwill or on investments in subsidiaries, associates, or joint ventures where the timing of the reversal can be
controlled, and it is probable that the temporary difference will not be reversed in the foreseeable future. Deferred tax assets are only recognised to
the extent it is more likely than not that the tax assets will be utilised. Deferred tax assets and liabilities are offset when there is a legally enforceable
right, Telenor is capable to and intends to settle on a net basis. The enacted tax rates at the end of the reporting period and undiscounted amounts
are used. A change in deferred tax assets and liabilities because of change in tax rates is recognised in profit or loss, except when it relates to items
that previously was recognised in other comprehensive income or directly in equity. Deferred tax is provided for undistributed earnings in
subsidiaries when distribution is expected in foreseeable future. Deferred tax for undistributed earnings in associated companies is provided for as
the timing of the reversal of the temporary differences cannot be controlled by Telenor.
Key judgments and estimates
Significant judgements are required when assessing uncertain tax assets, like tax losses carried forward. Such judgment may include assessment
of taxable profits in futures years as well as tax planning strategies and the existence of taxable temporary differences. Entities with a history of
recent losses need convincing evidence that sufficient future taxable profit will be generated before a tax asset is recognised. Uncertainty related
to new transactions and events and the interpretation of new tax rules may also affect these judgements.
Telenor is involved in various legal proceedings, disputes and claims related to its income tax positions where the outcomes is subject to significant
uncertainty. The management assessment may include interpretation of relevant laws, regulations, and the outcome of similar tax disputes in the
same jurisdiction, expert opinions from external tax advisors and communication with the tax authorities. A tax provision is recognised when an
unfavourable outcome is considered probable, and a reliable estimate can be made. In Norway, a formal decision made by the tax authorities or
lower courts is presumed to represent the best estimate for accounting purposes unless expert opinions can point to errors clearly indicating that
the tax assessment is incorrect. The tax provision is updated whenever the assumptions change. Tax disputes are disclosed in this note if they are
considered significant for Telenor. See also note 23 Legal Disputes and contingencies.
Income tax expense
NOK in millions
2022
2021
Profit before taxes
10 732
13 723
Current taxes
( 411)
(5 864)
Deferred taxes
3 325
855
Income taxes
2 914
(5 008)
Current taxes
In 2022 current taxes are impacted mainly by current tax income of NOK 3.1 billion in Norway (see below reversal of tax expense for the India
guarantee for Unitech Wireless, reversal of tax provision in Norway related to losses on loans and guarantees, and prior year assessments or
adjustments on current tax) and current tax expense of NOK 2.3 billion in Bangladesh. Current taxes in 2021 were impacted mainly by a fine paid by
Telenor to the Norwegian Competition Authority (NCA) for a claim on an alleged breach of the prohibition against abuse of a dominant position (see
comments below on NCA case).
Deferred taxes
In 2022 deferred taxes
are impacted mainly by NOK 2.1 billion in Norway, mainly due to realisation of tax losses related to an internal legal
restructuring in Asia, and NOK 1.1 billion in Pakistan mainly related to the impairment of fixed assts.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 94
Effective tax rate
The table below reconciles the reported income tax expense to the expected income tax expense according to the Norwegian corporate income
tax rate of 22%. It also discloses the main elements of the tax expense. Comments are provided on selected line items in the table below.
NOK in millions
2022
2021
Income tax expense at corporate income tax rate in Norway 22%
(2 361)
(3 019)
Effect of tax rates outside Norway different from 22%
( 625)
(1 135)
Effect of changes in tax rates
13
-
Current and deferred taxes on retained earnings and dividend in subsidiaries and associated companies
( 70)
( 98)
Tax income from restructuring in Asia
3 136
Reversal of tax expense for the India guarantee for Unitech Wireless
2 491
Divestment of fixed non-core assets in Telenor Sweden
356
Reversal of tax provision in Norway related to losses on loans and guarantees
330
Fine imposed by NCA
( 173)
Other items
( 594)
( 624)
Prior years assessments or adjustments on current tax
297
34
Deferred tax assets not recognised current year
( 66)
1
Change in previously not recognised deferred tax assets
6
6
Income taxes
2 914
(5 008)
Effective tax rate in %
-27.1
36.5
Tax rates outside Norway different from 22%
Effects are mainly related to Grameenphone Ltd. (Bangladesh: 40%) and Telenor Pakistan (33%) having higher nominal tax rates than the nominal
tax rate for Norway. Telenor Sweden (20.6%), DNA (Finland: 20%) and dtac (Thailand: 20%) have lower nominal tax rates.
Effect of changes in tax rates
Pakistan enacted an increase of their corporate income tax rate from 29% to 33% in 2022.
Current and deferred taxes on retained earnings and dividend in subsidiaries and associated companies
Includes current taxes on dividends received, as well as change in deferred tax liability (primarily withholding tax) recognised on undistributed
earnings in subsidiaries and associated companies outside of Norway. Deferred taxes on retained earnings in foreign subsidiaries are provided for
in full as of 31 December 2022 and 2021.
Tax income from restructuring in Asia
As a part of Telenor’s new strategy, an internal restructuring process has been initiated to form a new Singapore holding company for all Asian
mobile operations. Telenor India is not a part of the strategy for Asia going forward, and therefore the company holding the interests in India has
been transferred from Telenor Mobile Communications AS to Telenor Communications II AS. A deductible tax loss of NOK 14.3 billion was realised
for Norwegian purposes by the transaction. The deductibility is based on an advanced binding ruling from Norwegian tax authorities.
Reversal of tax expense for the India guarantee for Unitech Wireless
In 2012, Telenor ASA recorded a loss after having repaid, as guarantor, all Unitech Wireless’ interest-bearing borrowings, amounting to NOK 10.6
billion. A deferred tax asset of NOK 2.5 billion was recognised. In 2013, the business transfer from Unitech Wireless to Telenor India was completed,
and Telenor ASA deducted NOK 9.3 billion as loss on guarantees in its tax filing. In 2019, Telenor ASA has received a reassessment order from the
Norwegian tax authorities disallowing deduction for the loss, which increases previous years’ current income tax with NOK 2.5 billion in 2019. The
decision was upheld by the Tax Appeal Board. Telenor ASA has appealed the decision to the district court. On 28 March 2022, the district court
decided in favour of Telenor ASA, and the tax expense was reversed with NOK 2.5 billion in 2022. The government has appealed the ruling to the
Appeal Court, and the appeal is scheduled to be heard in April 2023.
Divestment of fixed non-core assets in Telenor Sweden
Telenor Sweden sold Open Universe and the company’s fibre to the home (FTTH) accesses in the single dwelling unit (SDU) segment to Global
Connect for a total consideration of NOK 3 billion. The transaction generated a pre-tax gain on disposal of NOK 1.7 billion.
Reversal of tax provision in Norway related to losses on loans and guarantees.
Telenor ASA claimed deductions for losses on loans and guarantees related to the subsidiary Cinclus Technology AS in 2008 with NOK 0.5 billion
and in 2011 with NOK 0.7 billion. The Tax Office disallowed deductions for 2008 by decision of 21 December 2016, and for 2011 by decision of 21
February 2018. Telenor ASA appealed the decisions. On 6 June 2022, the Tax Appeal Board decided that Telenor ASA should be allowed
deductions, and the tax expense was therefore reversed.
Fine imposed by the Norwegian Competition Authority (NCA)
In 2021 Telenor paid a fine of NOK 0.8 billion to NCA for a claim from 21 June 2018. The claim relates to an alleged breach of the prohibition against
abuse of a dominant position related to the pricing model in one mobile wholesale agreement in the mobile market in the period 2010-2014, see
note 23 Legal Disputes and contingencies.
Other items
In 2022 non-deductible items are in line with last year.
Prior year assessments or adjustments on current tax
In 2022 it is mainly related to reversal of previous years’ current income for pipes and digging costs in Norway.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 95
Tax losses carried forward
Tax losses carried forward in selected countries expire as follows as of 31 December 2022:
NOK in millions
Norway
Denmark
Thailand
Other
Total
2023
-
-
591
-
591
2024
-
-
999
1
1 000
2025
-
-
327
14
340
2026
-
-
516
15
531
2027
-
-
939
20
959
2028 and later
-
-
-
319
319
Not time-limited
12 484
590
379
283
13 737
Total tax losses carried forward
12 484
590
3 751
653
17 477
Of which deferred tax assets have not been recognised
-
154
431
542
1 127
Of which deferred tax assets have been recognised
12 484
436
3 320
111
16 350
Tax losses carried forward in selected countries expire as follows as of 31 December 2021:
NOK in millions
Norway
Denmark
Thailand
Other
Total
2022
-
-
139
-
139
2023
-
-
2 063
1
2 064
2024
-
-
938
1
939
2025
-
-
305
2
307
2026
-
-
700
14
714
2027 and later
-
-
-
334
334
Not time-limited
-
735
366
242
1 344
Total tax losses carried forward
-
735
4 512
594
5 841
Of which deferred tax assets have not been recognised
-
146
427
485
1 059
Of which deferred tax assets have been recognised
-
589
4 085
109
4 782
In 2022, tax losses carried forward, before and after valuation allowance, increased by NOK 11.6 billion, mainly due to recognition of NOK 12.5 billion
tax losses carried forward in Norway, partly offset by the utilisation of tax losses in Denmark and Thailand. In 2021, tax losses carried forward,
before and after valuation allowance, decreased by NOK 1.6 billion and NOK 1.5 billion, respectively, mainly due to utilisation of tax losses in Denmark
and Thailand.
Tax assets recognised on tax losses carried forward
Norway, Thailand and Denmark have recognised tax assets on unused tax losses as the Group expects there will be sufficient future taxable profits
available to utilise these losses.
Uncertain tax positions
Pakistan
Telenor Pakistan has received reassessment orders from the Tax Authority concerning deductibility of certain expenses in tax returns and
disputing the adjustment of advance income tax paid on import of equipment with a total exposure of NOK 2.1 billion. Telenor Pakistan is of the
opinion that the deductibility of these expenses is in accordance with the tax law in Pakistan (also supported by external legal advisors), hence
Telenor Pakistan disagrees with the reassessment orders and has challenged the orders, which are pending at various appellate forums.
Norway
In 2012, Telenor ASA recorded a loss on receivables on its Indian subsidiary Unitech Wireless after having repaid, as guarantor, all Unitech Wireless’
interest-bearing borrowings, amounting to NOK 10.6 billion. A deferred tax asset of NOK 2.5 billion was recognised. In 2013, after the business
transfer from Unitech Wireless to Telenor India was completed, Telenor ASA deducted the actual tax loss of NOK 9.3 billion in its tax return. During
2017 and 2018 Telenor ASA received draft notices of possible reassessment, and Telenor has disclosed an uncertain tax position in its Annual
Reports since 2016. On 22 August 2019, Telenor ASA received a reassessment order related to income year 2013, disallowing deduction for the loss
Telenor ASA recognised in 2012. Following this reassessment, Telenor ASA recognised a tax expense of NOK 2.5 billion in the third quarter 2019 and
paid the amount on 3 October 2019. Telenor ASA disagrees with the tax authorities’ position and appealed the reassessment. In a decision received
10 February 2021 the Tax Appeal Board upheld the reassessment. Telenor ASA appealed the decision to the district court. On 28 March 2022, the
district court decided in favour of Telenor ASA, and the tax expense was reversed with NOK 2.5 billion in 2022. The government has appealed the
ruling to the Court of Appeal, and the appeal is scheduled to be heard in April 2023.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 96
Tax effect of temporary differences and tax losses carried forward as of 31 December
2022
2021
NOK in millions
Deferred
tax assets
Deferred tax
liabilities
Of which
deferred
assets
not recognised
Recognised in
the income
statement
Deferred
tax assets
Deferred tax
liabilities
Of which
deferred assets not
recognised
Recognised in
the income
statement
Tangible and intangible assets
1 791
(9 269)
( 142)
575
1 861
(11 885)
( 80)
618
Undistributed earnings in foreign subsidiaries
and associated companies
-
( 207)
-
128
-
( 344)
-
106
Non-current borrowings
4 364
( 262)
-
524
4 920
( 169)
-
( 722)
Other non-current items
761
( 994)
-
( 48)
1 262
(1 307)
-
121
Total non-current assets and liabilities
6 915
(10 733)
( 142)
1 180
8 043
(13 706)
( 80)
124
Total current assets and liabilities
2 532
( 204)
-
117
2 884
( 288)
-
955
Tax losses carried forward
3 757
-
( 229)
2 088
1 184
-
( 216)
( 241)
Valuation allowance recognised
in the income statement
( 59)
17
Deferred tax recognised in the income
statement
3 325
855
Total deferred tax assets/liabilities
13 205
(10 937)
( 371)
12 111
(13 994)
( 296)
Net deferred tax assets/liabilities
-
1 897
-
-
(2 179)
-
Of which deferred tax assets
-
5 536
-
-
2 195
-
Of which deferred tax liabilities
-
(3 639)
-
-
(4 374)
-
For 2022, total non-current assets and liabilities decreased by NOK 1.1 billion, and NOK 3.0 billion respectively. Out of those, NOK 1.1 billion, and NOK
2.4 billion respectively are related to the deconsolidation of Digi. Total current assets decreased by NOK 0.7 billion for the same reason. For 2021,
the decrease in deferred tax assets is mainly related to the reclassification of Telenor Myanmar as discontinued operations. See also note 12 Held
for sale and discontinued operations.
Changes in net deferred tax assets and liabilities
NOK in millions
2022
2021
As of 1 January
(2 179)
(1 990)
Recognised in the income statement
3 325
855
Recognised in other comprehensive income
170
( 592)
Recognised directly to equity
( 11)
( 14)
Acquisitions and disposals of subsidiaries
644
9
Translation differences on deferred taxes
( 51)
64
Discontinued operations
-
( 511)
As of 31 December
1 897
(2 179)
Recognised in the income statement
For 2022, the change of the amount recognised in the income statement between 2022 and 2021 is related mainly to Norway and Pakistan.
Recognised in other comprehensive income
For 2022, the change of the amount recognised in other comprehensive income between 2022 and 2021 is related to losses on net investment
hedges.
Acquisitions and disposals of subsidiaries
For 2022, the change of the amount in acquisitions and disposals between 2022 and 2021 is related to the deconsolidation of Digi, see note 12 Held
for sale and discontinued operations.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 97
.
NOTE 11
Earnings per share and dividends
The earnings per share (EPS) of NOK 32.09 in 2022 was significantly impacted by the gain from the merger
between Digi and Celcom, see further information in note 12. The EPS from continuing operations was NOK 7.85 in
2022 compared to NOK 4.04 in 2021. The dividend policy in Telenor is to aim for a year-on-year growth in nominal
dividend per share. The annual dividends are normally paid in two instalments. The Board of Directors has
proposed a dividend of NOK 9.40 per share for 2022.
Accounting policies
Earnings per share (EPS) is the amount of profit generated for the financial year attributable to equity shareholders divided by the weighted
average ordinary outstanding shares.
The calculations of earnings per share attributable to the ordinary equity holders of Telenor ASA are based on the following net income and share
data:
Earnings per share
Net income to equity holders of Telenor ASA
NOK in millions
2022
2021
Net income from continuing operations
10 980
5 651
Net income (loss) from discontinued operations
33 932
(4 123)
Net income from total operations
44 913
1 528
Number of shares
In thousands
2022
2021
Weighted average number of shares for the purpose of basic earnings per share
1 399 458
1 399 458
Basic/Diluted earnings per share
NOK
2022
2021
Basic/Diluted earnings per share from continuing operations
7.85
4.04
Basic/Diluted earnings per share from discontinued operations
24.25
(2.95)
Basic/Diluted earnings per share for total operations
32.09
1.09
Dividends
NOK
2022
2021
Ordinary dividend per share in NOK – paid
9.30
9.00
Ordinary dividend per share in NOK - proposed by the Board of Directors
9.40
9.30
Total dividend of NOK 13.0 billion has been paid and charged to equity in 2022 (NOK 12.6 billion in 2021).
In respect of 2022, the Board of Directors proposed an ordinary dividend of NOK
, to be resolved by the Annual General Meeting on 10 May
2023. The total amount of dividend is estimated to be NOK 13.2 billion based on the outstanding number of shares as of 31 December 2022. The
dividend will be split into two tranches of NOK 5.00 and NOK 4.40 per share to be paid out in May 2023 and October 2023, respectively.
Paid ordinary dividends per share was NOK
Dividends paid to non-controlling interests
During 2022, dividends paid to non-controlling interests in subsidiaries amounted to NOK 3.6 billion (NOK 1.2 billion in Digi, NOK 1.6 billion in
Grameenphone and NOK 0.7 billion in dtac).
During 2021, dividends paid to non-controlling interests in subsidiaries amounted to NOK 3.2 billion (NOK 1.5 billion in Digi, NOK 1.1 billion in
Grameenphone and NOK 0.6 billion in dtac).
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 98
NOTE 12
Held for sale and discontinued operations
In 2022, the merger between Digi and Celcom in Malaysia took place and Telenor got diluted and Digi was
deconsolidated as a subsidiary. For historical periods Digi has been re-presented as discontinued operations. After
the transaction, Telenor owns 33.1 percent of Digi which is presented as an associated company of Telenor, see
note 35. Other entities presented as held for sale and discontinued operations include Myanmar which was sold in
March 2022 and Telenor India, which was disposed in 2018.
Accounting policies
Non-current assets and disposal groups are classified as held for sale if their carrying amounts will be recovered principally through sale rather than
continuing use. This also applies for situations where the Group continues its operations but loses control over the operation. Non-current assets
and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less cost to sell and presented
separately as assets held for sale and liabilities held for sale in the statement of financial position.
The criteria for held for sale classification is regarded as met only when the sale is highly probable, and the asset or disposal group is available for
immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the plan
will be made or that the plan to sell will be withdrawn. In addition, management must be committed to the plan, and must be expected that the sale
will be completed within a year.
Property, plant and equipment and intangible assets are not depreciated or amortised once classified as held for sale. The equity method is
discontinued for associated companies classified as held for sale.
A disposal group qualifies as discontinued operation if it is a cash generating unit that has either been disposed of, or is classified as held for sale,
and represent a separate major line of business or geographical area of operations. Discontinued operations are excluded from the results of
continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the income statement.
Discontinued operations are also excluded from segment reporting. All consolidation procedures are still applicable, and only external revenues
and expenses are shown as discontinued operations.
Discontinued operations and assets held for sale
Digi
On 30 November 2022, the merger of the telecommunication operations of Celcom and Digi in Malaysia was completed. The new company is
named CelcomDigi. On completion, Digi issued 3.96 billion shares to Axiata in addition to a cash payment of NOK 5.4 billion. The share issue diluted
Telenor’s ownership to 32.47% and Telenor lost control over Digi and Digi was deconsolidated and recognised as an associated company as of 30
November 2022. As part of the transaction to bring Telenor and Axiata to equal ownership, Telenor acquired at the same date 73.4 million shares
from Axiata for an amount of NOK 667 million. Telenor’s ownership after the transaction is 33.1% and CelcomDigi is accounted for as an associated
company.
The gain recognised on the date of losing control over Digi amounts to NOK 32.7 billion. The gain was based on a market value of the combined
entity as of opening 1 December 2022, which was NOK 34.1 billion for Telenor’s interest in the new company CelcomDigi. Due to CelcomDigi being a
listed company and have not yet published their fourth quarter 2022 result, the gain is combined with the net income from Digi for the period
October and November 2022. A gain of NOK 450 million related to cumulative translation differences and a loss of NOK 233 million related to net
investment hedge items, previously recognised in other comprehensive income, have been reclassified and included in the gain calculation. The
success fee to advisors of NOK 155 million has been included in the gain calculation.
Prior to closing of the transaction, Digi obtained funds through external borrowings to finance the cash payment to Axiata. This is reflected as a
significant cash inflow in Telenor’s consolidated cash flow as financing activities. As Telenor lost control in Digi, the cash balance is derecognised
under investing activities in the cash flow statement. The derecognised cash balance of NOK 6.4 billion includes the funding for payment to Axiata
of NOK 5.4 billion.
The historical profit (loss) for Digi presented as discontinued operation are as follows:
NOK in millions
2022
2021
Revenue
12 362
13 088
EBITDA
6 026
6 473
EBIT
3 586
3 851
Profit (loss) before tax
3 136
3 361
Income taxes
(1 004)
( 731)
Profit (loss) after tax
2 132
2 630
Gain (loss) on disposal after tax
32 652
-
Profit (loss) from discontinued operations - attributable to equity holders of Telenor ASA
34 784
2 630
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 99
Telenor Myanmar
On 8 July 2021, Telenor Group entered into an agreement with M1 Group to sell
100 percent of
its mobile operations
in Myanmar for
a total
consideration of USD 105 million (approximately NOK 920 million), of which USD 55 million (approximately NOK 480 million) as deferred payment
over five years.
The transaction corresponded to an implied enterprise value of approximately USD 600 million (approximately NOK 5.2 billion). On
25 March 2022, Telenor completed the sale of Telenor Myanmar following the regulatory approval given 17 March 2022. In line with the sales and
purchase agreement, Telenor received USD 50 million (NOK 0.5 billion) at closing and paid USD 4 million as transaction cost. In the third quarter
2022 Telenor received USD 28 million (NOK 0.3 billion) from M1 Group as a final settlement of the transaction, which represented the present value
of the remaining USD 55 million deferred payment. The received deferred payment was recognised in the third quarter of 2022. The transaction has
impacted the equity of Telenor Group positively with NOK 0.2 billion. However, the reclassification of accumulated losses related to translation
differences earlier recognised in other comprehensive income impacted the income statement negatively with approximately NOK 0.8 billion,
resulted in a net loss on disposal of NOK 0.6 billion. The derecognition of the cash balance in Telenor Myanmar and the total proceeds received have
resulted in a net negative cash flow impact of around NOK 1.4 billion in 2022.
Telenor Myanmar was with effect from the second quarter 2021 presented as assets held for sale and discontinued operations.
The profit (loss) for Telenor Myanmar presented as discontinued operation are as follows:
NOK in millions
2022
2021
Revenue
1 018
4 835
EBITDA
617
2 751
EBIT
617
(5 743)
Profit (loss) before tax
602
(6 185)
Income taxes
( 50)
( 53)
Profit (loss) after tax
553
(6 238)
Gain (loss) on disposal after tax
( 589)
-
Profit (loss) from discontinued operations - attributable to equity holders of Telenor ASA
( 36)
(6 238)
Telenor India
On 23 February 2017, the Group entered into an agreement with Bharti Airtel Limited (Airtel), whereby Airtel would take full ownership of Telenor
India. The transaction was completed 14 May 2018. The exposure to claims related to the period Telenor owned the business remains with Telenor.
A guarantee to Airtel was recognised at fair value as of closing date of the transaction, and subsequent changes to the estimate are recognised on
the discontinued operations line in the income statement. During 2022, an additional provision of NOK 0.9 billion plus interests was recognised
following reassessment of the demand from Department of Telecommunication (DoT). See note 23 for further information regarding the disputed
amount and note 40 for payments made after 31 December 2022.
Summary all disposal groups
The profit (loss) of all disposal groups including Digi and Telenor Myanmar presented as discontinued operations until disposal, and subsequent
adjustments:
NOK in millions
2022
2021
Revenue
13 380
17 923
EBITDA
6 643
9 223
EBIT
4 203
(1 892)
Profit (loss) before tax
3 738
(2 823)
Income taxes
(1 054)
( 785)
Profit (loss) after tax
2 684
(3 608)
Gain (loss) on disposal after tax
31 248
( 515)
Profit (loss) from discontinued operations - attributable to equity holders of Telenor ASA
33 932
(4 123)
The gain on disposal recognised during 2022 are mainly related to Digi which is offset by additional provision and accrual of interest on existing
Adjusted Gross Revenue (AGR) provision against demand from Department of Telecommunication (DoT) in India and losses from Telenor Myanmar.
The losses on disposal recognised during 2021 was mainly related to Telenor India.
Cashflow related to discontinued operations presented below are from external transactions. Hence, the cash flows for discontinued operations do
not reflect these operations as if they were standalone entities.
NOK in millions
2022
2021
Digi
Myanmar
Total
Digi
Myanmar
Total
Net cash flow from operating activities
5 451
612
6 063
5 557
2 574
8 130
Net cash flow from investing activities
(7 802)
(2 122)
(9 925)
(1 465)
( 256)
(1 721)
Net cash flow from financing activities
2 922
( 186)
2 736
(2 912)
( 981)
(3 893)
Total cash flows from discontinued operations
570
(1 697)
(1 126)
1 179
1 337
2 516
Effects of exchange rate changes on cash and cash equivalents
38
1
38
23
( 229)
( 207)
Net cash flows from discontinued operations
608
(1 696)
(1 088)
1 201
1 108
2 309
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 100
The major classes of liabilities of the disposal groups classified as held for sale as of 31 December 2022 represents Telenor India with a provision of
NOK 4.7 billion. As of 31 December 2021, assets held for sale of NOK 2.2 billion relates to Telenor Myanmar and remaining NOK 0.7 billion relates to
Open Universe. Liabilities held for sale includes NOK 2.1 billion related to Telenor Myanmar and NOK 3.4 billion representing the provision for Telenor
India:
NOK in millions
31 December 2022
31 December 2021
Assets
Property, plant and equipment
-
717
Inventory
-
13
Trade and other receivables
-
317
Cash and cash equivalents
-
1 863
Total assets classified as held for sale
-
2 910
Liabilities
Non-current liabilities
-
23
Current liabilities
4 735
5 557
Total liabilities held for sale
4 735
5 580
Accumulated amounts recognised in Other comprehensive income
The accumulated amounts for discontinued operations recognised in Other comprehensive income within Equity are as follows:
NOK in millions
2022
2021
Digi
-
361
Telenor Myanmar
-
( 802)
Telenor India
( 652)
( 180)
Total gain (loss)
( 652)
( 621)
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 101
NOTE 13
Cash flow information
This note summarises the most significant cash inflows and outflows during the year, including significant
investments and disposals in addition to payments of interest-bearing liabilities and leasing liabilities.
Accounting policies
Telenor presents the statement of cash flows using the indirect method. Cash inflows and outflows are shown separately for investing and
financing activities, while operating activities include both cash and non-cash line items. Interest received and paid, and dividends received, are
reported as a part of operating activities. Dividends distributed by Telenor ASA and subsidiaries with non-controlling interests are included as a
part of financing activities. Value-added tax (VAT) and other similar taxes are regarded as collection of tax on behalf of authorities and are reported
net. Discontinued operations are included in the cash flow statement and information about operating, financing, investing cash flows from
discontinued operations is shown in note 12.
Changes in net operating working capital
Changes in net operating working capital include changes in accounts receivable and accounts payable related to operating activities, and
inventory.
NOK in millions
2022
2021
Inventory
( 186)
( 319)
Trade and other receivables
(1 377)
392
Trade and other payables
174
831
Changes in net operating working capital
(1 389)
905
Property, plant and equipment and intangible assets reconciliation of additions and purchases
NOK in millions
2022
2021
Additions to property, plant and equipment and (see note 17)
(13 789)
(14 888)
Additions to intangible assets (see note 15)
(3 092)
(2 816)
Additions to right-of-use assets (see note 16)
(9 963)
(9 015)
Capital expenses incurred as part of assets held for sale
(1 203)
( 127)
Lease liabilities
8 871
5 704
Change in estimates for ARO obligations
( 856)
( 339)
Changes in accounts payable and prepayments
( 510)
1 985
Other Adjustments
1 244
50
Purchases of property plant and equipment and intangible assets (cash flow from investing activities)
(19 298)
(19 447)
Cash payments at or before lease commencement date are classified as cash outflows from investing activities. Subsequent payments during the
lease term are classified as cash outflows from financing activities.
During 2022, the recognised lease liabilities of NOK 8.9 billion represent the deferred payments of total additions in right-of-use assets of NOK 10.0
billion, NOK 1.1 billion was paid at or before lease commencement date mainly relating to spectrum licences in Grameenphone, Pakistan and
Norway, which is classified as cash outflow from investing activities. See note 16 for more information related to leases.
During 2021, the recognised lease liabilities of NOK 5.7 billion represent the deferred payments of total additions in right-of-use assets of NOK 9.0
billion, NOK 3.3 billion was paid at or before lease commencement date mainly relating to spectrum licences in Pakistan (NOK 2.2 billion),
Grameenphone and Sweden, which is classified as cash outflow from investing activities. See note 16 for more information related to leases.
Changes in accounts payable and prepayments in 2022 are mainly related to change in capex related payables in Dtac and Grameenphone.
Changes in accounts payable and prepayments in 2021 are mainly due to reclassification from prepaid capex to right-of-use licences in Pakistan.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 102
Acquisitions and disposals of subsidiaries, associated companies and joint ventures
The table below shows the effects on the consolidated statement of financial position from disposals of subsidiaries, associated companies, and
joint ventures.
NOK in millions
2022
2021
Disposals of subsidiaries, associated companies, and joint ventures
Associated companies and joint ventures (refer to note 35)
432
( 3)
Other non-current assets
15 302
12
Current assets
12 580
-
Liabilities
(24 144)
( 1)
Gains (losses) adjusted for translation differences on disposals
1)
34 339
( 174)
Sales price
37 916
( 166)
Of which non-cash
(34 116)
182
Proceeds received as sale consideration
3 798
17
Cash in subsidiaries disposed of
(8 460)
-
Proceeds from disposal of subsidiaries and associated companies net of cash disposed of
(4 662)
17
1)
In 2022 adjusted for NOK 0.6 billion relating to reclassification of translation differences from other comprehensive income to the income statement (see note
28) the total gain of NOK 34.3 billion mainly relates to deconsolidation of Digi and recognition as an associate, sale of Telenor Myanmar and disposal of fixed
non-core assets in Sweden (see note 28, 35 and 12). In 2021, there are no actual disposals, the effects are mainly related to adjustments to disposals made in
2020.
During 2022, disposals of associated companies and joint ventures were mainly related to disposal of the associated company Wave Money, see
note 35.
During 2022, disposals of subsidiaries were mainly related to deconsolidation of Digi and recognition as an associate, sale of Telenor Myanmar and
disposal of fixed non-core assets in Sweden. During 2021, disposals of subsidiaries were mainly related to disposal of development properties.
The table below shows the effects on the consolidated statement of financial position from acquisition of subsidiaries, associated companies, and
joint ventures.
NOK in millions
2022
2021
Purchases of subsidiaries associated companies, and joint ventures
Investments in associated companies and joint ventures
35 089
393
Total purchase price and capital injections
35 089
393
Of which non-cash
(34 098)
( 5)
Cash payments related to acquisitions
( 991)
( 391)
Purchases of subsidiaries associated companies and joint ventures net of cash acquired
( 991)
( 391)
During 2022, investments in associated companies and joint ventures are mainly related to deconsolidation of Digi and recognition as an associate,
Telenor’s acquisition of 73.4 million shares from Axiata and capital injection in Telenor Microfinance Bank Limited (TMB), see note 35.
During 2021, investments in associated companies and joint ventures are mainly related to capital injection in Telenor Microfinance Bank Limited
(TMB), see note 35.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 103
Reconciliation of interest bearing liabilities
NOK in millions
2022
2021
Interest-
bearing
liabilities
Lease liabilities
Total
Interest-
bearing
liabilities
Lease liabilities
Total
Balance as of 1 January
97 087
35 077
132 164
105 923
44 882
150 805
Cash flow from Financing activities
Proceeds from borrowings
20 956
-
20 956
26 470
-
26 470
Repayments of borrowings
(21 044)
-
(21 044)
(29 399)
-
(29 399)
Payments of lease liabilities related to spectrum licences
-
(2 483)
(2 483)
-
(2 871)
(2 871)
Payments of lease liabilities related to other lease contracts
-
(5 589)
(5 589)
-
(5 955)
(5 955)
Net cash flow from financing activities
( 88)
(8 072)
(8 159)
(2 930)
(8 826)
(11 756)
Change due to hedge accounting
( 585)
-
( 585)
(1 160)
-
(1 160)
Effects from exchange rate fluctuations
5 138
744
5 882
(4 915)
(2 227)
(7 142)
Net interest paid/accrued
205
277
483
( 10)
353
343
Acquisitions
-
-
-
-
-
-
Disposals
(10 490)
(5 359)
(15 849)
( 22)
-
( 22)
New lease contracts
-
8 871
8 871
-
5 704
5 704
Termination and reassessment of lease contracts
-
( 589)
( 589)
-
(4 076)
(4 076)
Classified as liabilities held for sale
-
-
-
-
( 733)
( 733)
Other
627
141
767
201
-
201
Other changes
(5 106)
4 085
(1 020)
(5 906)
( 979)
(6 885)
Balance as of 31 December
91 893
31 091
122 984
97 086
35 077
132 164
Non-current liabilities
82 724
24 417
107 141
87 811
28 101
115 911
Current liabilities
9 169
6 674
15 843
9 276
6 977
16 253
Cash flow from financing activities consists of proceeds from and repayments of borrowings, including repayments of principal portion of lease
liabilities. Net cash outflow from financing activities excluding repayments of lease liabilities amounted to NOK 0.1 billion in 2022 compared to NOK
2.9 billion in 2021, mainly explained by no bond issuances under the EMTN program in 2022 (see note 30).
Cash payments related to lease contracts
NOK in millions
Classification in cash flow statement
2022
2021
Payments of lease liabilities – principal portion
Financing activities
8 072
8 826
Payments of lease liabilities – interest portion
Operating activities
1 060
1 029
Payments of variable, short term and low value leases
Operating activities
3 074
3 540
Prepayments made at or before lease commencement
Investing activities
803
1 202
Total cash outflow
13 009
14 597
Repayments of the principal portion related to total lease liabilities in 2022 of NOK 8.1 billion (NOK 8.8 billion in 2021) include instalment payment of
spectrum licences of NOK 2.5 billion (NOK 2.9 billion in 2021) and repayments of other leases of NOK 5.6 billion (NOK 6.0 billion in 2021). The
instalment payments of spectrum licences in 2022 and 2021 were mainly in dtac, Norway and Pakistan. Lease payments related to other lease
contracts were mainly in dtac, Sweden, Digi, Pakistan and Grameenphone in 2022 whereas in 2021 it was mainly in dtac, Sweden, Digi, Myanmar,
Pakistan.
Repayments of the interest portion of total lease liabilities in 2022 of NOK 1.1 billion include repayments of interest related to spectrum licences of
NOK 0.4 billion (NOK 0.3 billion in 2021) and repayments of interest related to other lease contracts of NOK 0.7 billion (NOK 0.7 billion in 2021).
Payments of variable, short term and low value leases of NOK 3.1 billion include variable lease payments of NOK 3.0 billion and payments of short
term and low value leases of NOK 0.2 billion.
Prepayments of investing activities of NOK 0.8 billion in 2022 mainly related to payments made at or before acquisition of spectrum licences of NOK
0.3 billion in Norway for the bands of 2500-2690 MHz and 3400-3800 MHz and NOK 0.3 billion in Grameenphone for the bands 2.6 GHz.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 104
NOTE 14
Goodwill
Goodwill relates to excess values that has not been allocated to other assets in business combinations. Goodwill
typically represents the value of synergies, employees and other assets that do not qualify for recognition as
separate identifiable assets according to IFRS. Goodwill is not amortised but tested for impairment together with
other assets in cash-generating units, refer to note 18 for further information about impairment of assets.
Accounting policies
Goodwill arises in business combinations as the difference between the consideration and the acquired business’ identifiable assets and assumed
liabilities at the acquisition date. Assets and liabilities are generally recognised at fair value, except for non-current assets classified as held for sale
and deferred taxes which are recognised at nominal value. The fair value of any previously held equity interests and the amount of any non-
controlling interest is also included when determining the amount of goodwill.
Key judgments and estimates
The fair value assessment of assets and liabilities in a business combination usually include significant judgments and estimates, as valuation
techniques can include assumptions on future revenues, net income, outcome of legal claims and many other variables. Telenor always use
external valuation experts to assess the fair value of assets and liabilities in significant business combinations. Further, the impairment testing of
goodwill includes a variety of key judgments and estimates made by management. See further description in note 18 Impairment.
Origination of goodwill
The table below illustrates where the goodwill has originated and the development in carrying amounts.
NOK in millions
Telenor
Sweden
dtac
Thailand
DNA
Finland
Other
1)
Sum
Accumulated cost
As of 1 January 2021
6 771
3 572
17 401
1 504
29 248
Translations differences
( 455)
( 249)
( 807)
( 7)
(1 518)
As of 31 December 2021
6 317
3 323
16 594
1 497
27 730
Translations differences
( 187)
241
901
4
958
Derecognised on disposal of subsidiaries
( 475)
-
-
( 604)
(1 079)
As of 31 December 2022
5 655
3 564
17 495
896
27 609
Accumulated impairment
As of 1 January 2021
( 278)
-
-
( 24)
( 301)
Translations differences
19
-
-
-
19
As of 31 December 2021
( 259)
-
-
( 24)
( 283)
Translations differences
8
-
-
-
8
As of 31 December 2022
( 251)
-
-
( 24)
( 275)
Carrying amount
As of 31 December 2022
5 403
3 564
17 495
873
27 335
As of 31 December 2021
6 057
3 323
16 594
1 473
27 448
1)
Other includes primarily Digi (Malaysia) and Telenor Norway.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 105
NOTE 15
Intangible assets
A significant part of intangible assets relates to software either acquired individually, generated internally or
acquired in business combinations. Intangible assets also include customer bases and trademarks in addition to
other intangible assets.
Accounting policies
Intangible assets acquired individually are measured initially at cost and recognised as an intangible assets when the Group has control over the
asset, future economic benefits are expected to flow to the Group and the cost can be measured reliably. The cost to be capitalised as part of the
assets includes direct and incremental costs and, for qualifying assets, borrowing costs. The cost of intangible assets acquired in a business
combination is the fair value at the date of acquisition. Following that initial recognition, intangible assets are carried at cost less accumulated
amortisation and any impairment losses. The straight-line amortisation method is used for most intangible assets as this best reflects the
consumption of the assets. The amortisation period for a customer base is the expected lifetime of the customer relationship, and the amortisation
method is based on historical experience of churn (customers ending their relationship) for the different businesses. The useful lives and
amortisation methods are reviewed at least annually. Refer to note 18 for further information about impairment.
Key judgments and estimates
Amortisation expenses are based on management’s estimates of amortisation method, useful life and residual value. Estimates may change due to
technological developments, changed competition or market conditions, geopolitical developments and other factors. In particular, technological
developments are difficult to predict as trends and pace of development may change over time. Estimated useful lives for similar types of assets
may vary between different entities due to factors such as growth rate, maturity of the market, history and expectations for replacements or
transfer of assets, climate and quality of the technology used. A change in estimated useful life is a change in accounting estimate, and
amortisation plans are adjusted prospectively. Refer to note 18 for further information about impairment.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 106
Intangible assets
NOK in millions
Customer
base
Trade-
marks
1)
Software
acquired
Internally
generated
software
Others
Work in
progress
2)
Total
Accumulated cost
As of 1 January 2021
2 560
6 372
19 762
4 253
2 097
1 894
36 938
Reclassifications
3)
-
-
1 386
700
( 423)
(2 053)
( 391)
Additions
-
-
1 111
-
99
1 379
2 589
Additions internally developed
-
-
-
219
8
-
227
Translation differences
( 114)
( 331)
( 518)
( 103)
( 92)
( 40)
(1 199)
Derecognition
( 77)
-
( 871)
( 392)
( 250)
( 1)
(1 592)
Reclassified to assets held for sale
-
-
( 361)
-
-
-
( 361)
As of 31 December 2021
2 369
6 041
20 510
4 677
1 438
1 178
36 212
Reclassifications
3)
-
-
1 017
415
31
(1 448)
15
Additions
-
-
1 129
-
36
1 819
2 984
Additions internally developed
-
-
-
99
9
-
108
Translation differences
87
356
81
( 26)
( 21)
1
478
Derecognition
-
( 158)
(2 752)
( 153)
( 378)
( 275)
(3 716)
As of 31 December 2022
2 456
6 240
19 985
5 011
1 115
1 275
36 081
Accumulated amortisation and impairment
As of 1 January 2021
(1 064)
(3 086)
(16 309)
(3 552)
(1 703)
( 2)
(25 716)
Reclassifications
3)
-
-
-
( 40)
230
-
190
Amortisation - continuing operations
( 247)
-
(1 955)
( 504)
( 188)
-
(2 894)
Amortisation - discontinued operations
-
-
( 184)
-
-
-
( 184)
Impairment - discontinued operations
-
-
( 140)
-
-
-
( 140)
Translation differences
50
178
420
62
88
-
798
Derecognition
77
-
855
383
250
2
1 569
Reclassified to assets held for sale
-
-
361
-
-
-
361
As of 31 December 2021
(1 184)
(2 907)
(16 954)
(3 651)
(1 323)
-
(26 018)
Reclassifications
3)
-
-
1
-
3
-
4
Amortisation - continuing operations
( 238)
-
(1 984)
( 604)
( 70)
-
(2 898)
Amortisation - discontinued operations
-
-
( 173)
-
-
-
( 173)
Impairment - continuing operations
-
-
( 29)
-
-
-
( 30)
Translation differences
( 40)
( 189)
( 17)
10
23
-
( 214)
Derecognition
-
147
2 273
138
378
-
2 936
As of 31 December 2022
(1 463)
(2 949)
(16 884)
(4 108)
( 990)
-
(26 392)
Carrying amount
As of 31 December 2022
993
3 291
3 101
904
125
1 275
9 689
As of 31 December 2021
1 185
3 134
3 556
1 026
115
1 178
10 195
Amortisation periods in years
3-20
-
3-7
3
3-5
-
-
1)
Trademarks have indefinite useful lives.
2)
The Additions line items represent net additions of work in progress during the financial year. Work in progress capitalised and activated within the same
financial year is shown as Additions in the relevant asset categories in this table.
3)
Including reclassifications to/from other lines in the statement of financial position which are not a part of this table.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 107
NOTE 16
Right-of-use assets
Telenor has chosen to account for the right to use the spectrum as a lease, where the identified asset is the
frequency band that is exclusive for Telenor in the lease period. Telenor also leases passive infrastructure such as
towers and cables in addition to land and property. Refer to 29 for more information about lease liabilities.
Accounting policies
A lease liability and a right-of-use asset is recognised at commencement date in lease contracts where Telenor has the right to direct the use and
obtains substantially all the economic benefits from the use of an identified asset. For spectrum contracts, Telenor has chosen to account for the
right to use the spectrum as a lease, where the identified asset is the frequency band that is exclusive for Telenor during the lease period. Lease
payments on short-term leases (less than 12 months) and low-value asset leases (mainly office equipment) are generally expensed on a straight-line
basis over the lease term. The short-term exemption does not apply to spectrum leases or leases with purchase options.
The lease liability represents the net present value of lease payments over the lease period and include fixed payments, in-substance fixed
payments, non-lease components, residual value guarantees and lease incentives. The lease payments also include the exercise price of a
purchase option reasonably certain to be exercised and termination penalties when termination is expected. Variable lease payments such as
licence payments based on revenue sharing arrangements are expensed as incurred.
The incremental borrowing rate generally used to determine the net present value is based on the respective country’s risk-free rate for the term
corresponding to the lease term, adjusted for own credit risk. Subsidiaries with external financing use the external borrowing rate corresponding to
the lease term.
The non-cancellable lease period is basis for the lease liability, and periods covered by options to extend or terminate the lease are included only
when it is reasonably certain the lease period will be extended. The lease liability is remeasured if the lease term or lease payments change, or there
are other modifications. Significant amounts paid up-front on spectrum and other lease contracts are recognised as prepayment until
commencement date.
Right-of-use assets are measured at cost, less accumulated depreciation and impairments, and adjusted for any remeasurement of lease liabilities.
The right-of-use asset includes estimated costs for dismantling and removing the underlying leased asset, restoring the site on which it is located
or restoring the underlying leased asset to the condition required by the terms and conditions of the lease. Non-refundable value-added tax is
included as initial direct cost. The right-of-use asset is depreciated on a straight-line basis over the shorter of its estimated useful life and the lease
term. Right-of-use assets where it is reasonably certain that Telenor will exercise a purchase option at the end of the lease term are not
depreciated.
Key judgments and estimates
Determining the lease term can involve significant judgment for lease contracts with extension or termination options, as an assessment of
whether or not it is reasonably certain that the lease period will be extended is required. The broader economics of the contract and not only
contractual termination payments are basis for such assessment. For lease of land for own towers or leasing of towers from tower companies or
other operators, factors considered in particular for assessing the lease term are technology development and potential changes in business
models. Based on an assessment of these factors, the lease term for Telenor’s leases relating to sites will normally be within a range of 4 to 7 years.
This means that the lease term for sites with renewal options shall normally be the higher of a non-cancellable period or within a range of 4 to 7
years. Some sites may be in strategically important locations and it might be more than reasonably certain that the sites will be maintained beyond
7 years. In these exceptional cases, the lease term may be up to 10 years.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 108
Right-of-use assets
Right-of-use assets are classified based on the nature of underlying assets as follow:
NOK in millions
Spectrum
licences
1)
Network
passive infra-
structure
Cables
Land
Buildings
Others
Total
Accumulated cost
As of 1 January 2021
53 423
20 464
5 851
5 618
4 167
116
89 638
Additions
4 403
2 999
213
748
452
200
9 015
Derecognition
( 93)
(1 121)
( 191)
( 453)
( 348)
( 40)
(2 246)
Reclassifications
( 2)
( 326)
-
238
87
-
( 2)
Translation differences
(2 930)
(1 405)
( 415)
( 299)
( 157)
-
(5 207)
Reclassified to assets held for sale
(4 563)
(4 414)
(1 403)
( 105)
( 102)
( 6)
(10 594)
As of 31 December 2021
50 237
16 197
4 054
5 747
4 099
270
80 604
Additions
4 845
2 435
1 026
716
816
125
9 963
Derecognition
( 766)
(1 258)
( 291)
( 507)
( 330)
( 28)
(3 180)
Disposal of companies
(5 729)
(4 157)
( 25)
(1 271)
( 60)
( 2)
(11 243)
Reclassifications
1
( 99)
( 17)
-
( 20)
-
( 135)
Translation differences
287
133
( 160)
112
73
3
447
As of 31 December 2022
48 875
13 251
4 586
4 797
4 579
368
76 456
Accumulated depreciation
As of 1 January 2021
(16 264)
(5 276)
(2 272)
(1 646)
(1 321)
( 46)
(26 826)
Amortisation - continuing operations
(3 073)
(2 365)
( 481)
( 769)
( 700)
( 60)
(7 447)
Amortisation - discontinued operations
( 368)
( 871)
( 133)
( 247)
( 25)
( 2)
(1 646)
Impairment - discontinued operations
(2 542)
-
-
-
-
-
(2 542)
Reassessment of right-of-use assets - discontinued
operations
( 136)
(2 103)
( 720)
( 47)
( 40)
( 1)
(3 047)
Derecognition
93
572
180
278
312
34
1 469
Reclassifications
( 3)
15
( 2)
4
( 14)
-
-
Translation differences
795
391
121
92
70
4
1 473
Reclassified to assets held for sale
4 543
3 651
1 150
89
88
5
9 526
As of 31 December 2021
(16 954)
(5 986)
(2 156)
(2 247)
(1 631)
( 66)
(29 040)
Amortisation - continuing operations
(3 341)
(2 289)
( 489)
( 780)
( 723)
( 76)
(7 690)
Amortisation - discontinued operations
( 281)
( 518)
( 6)
( 219)
( 12)
-
(1 036)
Impairment - continuing operations
-
( 576)
( 93)
( 272)
( 22)
-
( 963)
Derecognition
740
1 010
144
322
332
26
2 574
Disposal of companies
2 869
1 748
20
530
27
2
5 195
Reclassifications
( 18)
133
( 44)
-
19
-
90
Translation differences
85
( 4)
82
( 23)
( 34)
( 2)
105
As of 31 December 2022
(16 900)
(6 482)
(2 540)
(2 688)
(2 043)
( 116)
(30 770)
Carrying amount
As of 31 December 2021
33 283
10 211
1 898
3 500
2 468
204
51 565
As of 31 December 2022
31 975
6 769
2 046
2 109
2 535
251
45 686
Weighted average remaining lease term
As of 31 December 2021
1)
-
5
7
5
9
3
-
As of 31 December 2022
1)
-
5
7
4
9
3
-
Related lease liability disaggregated per class of
right-of-use assets
As of 31 December 2021
14 760
10 134
1 460
4 499
4 024
201
35 077
As of 31 December 2022
14 878
7 082
1 619
3 263
4 004
245
31 091
1)
See table below for overview spectrum licences, including lease term.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 109
For lease of network passive infrastructure (lease of tower space in networks and lease of part of buildings for own towers), land for own sites or
towers and lease of buildings for office spaces, equipment and retail stores, lease agreements generally contain termination options or renewal
options. These options are used to limit the period to which Telenor is committed to individual lease contracts and to maximise operational
flexibility in terms of dynamic network requirements. The remaining non-cancellable period for lease contracts under network passive
infrastructure is 3 years on average. The non-cancellable period for lease contracts related to land is 2 years on average, which is mainly driven by
non-cancellable lease agreements in Thailand.
As a result of deteriorating macro-economic situation in Pakistan, an impairment of NOK 963 million related to right-of-use assets was recognised
in 2022. Please see note 18 for further information. In 2021, due to a worsening security and human rights situation in Myanmar, Telenor made an
impairment of the right of use assets and at the same time reassessed the lease term of all the lease agreements in Myanmar, limiting the lease
term to one year.
The additions of spectrum licences in 2022 were related to additional spectrum fee of NOK 1.7 billion in Pakistan, which is pursuant to the Supreme
Court ruling there the detailed judgement is still awaited, see further below and note 23 for more information. Moreover, the additions were related
to acquisition of spectrum under 3500 MHz in Norway, 2100 MHz in Denmark, and 2600 MHz in Grameenphone. The additions of spectrum licences
in 2021 were primarily related to renewal of spectrum under the 900 MHz and 1800 MHz bands in Pakistan, acquisition of spectrum under 1800 MHz
and 2100 MHz bands in Grameenphone, 3500 MHz band in Sweden and 3500 MHz and 26 GHz bands in Denmark.
In 2022, the additions in network passive infrastructure were mainly related to site leases from towercos in Grameenphone, contract renewal of
CAT equipment lease in dtac, tower spaces and part of building for own towers Telenor Norway and Finland. The additions in cables were mainly in
Sweden and Grameenphone. The additions in building were mainly related to Telenor Real Estate, Telenor South East Asia Investment Pte Ltd.,
Telenor Sweden and Telenor Denmark. The additions in land were mainly related to land for own sites in dtac and Pakistan.
In 2021, the additions in network passive infrastructure were mainly related to site leases from towerco in Grameenphone, CAT equipment in dtac,
tower spaces and part of building for own towers in Digi and Telenor Norway. The additions in cables were mainly in Sweden. The additions in
building were mainly related to dtac and Telenor Infra. The additions in land were mainly related to land for own sites in dtac, Digi and Pakistan.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 110
For lease of spectrum, the agreements are generally non-cancellable. Telenor has not considered periods covered by renewal options even if in
some agreements the option to renew exists, given the uncertainty around terms and conditions of renewal of licences.
The following table sets forth the spectrum licences that Telenor holds as of 31 December 2022:
Spectrum (MHz)
Bandwidth (MHz)
Spectrum expiration
Telenor Norway
700
2x10
2039
800
2×10
2033
900
2×15
2033
1800
2×10 + 2×20
2028/2033
2100
2×20
2032
3500
120
2042
Telenor Sweden
700
2x10
1)
2040
800
2x10
1)
2035
900
2x6
1)
2025
1800
2×20
1)
1)
2027/2037
2100
2x10
1),3)
2025
2600
2x40
2)
2025
3500
100
1)
2045
Telenor Denmark
700
2x5
4)
2040
800
2x10
4)
2034
900
2x10
4)
2034
1500
45
4)
2042
1800
2×25
4)
2032
2100
2×15 + 1×5
2022
2100
2×20
4)
2042
2600
2×20 + 10
2030
3500
140
4)
2042
26000
600
4)
2042
DNA, Finland
700
2x10
2033
800
2x10
2033
900
2x11.6
2033
1800
2x24.8
2033
2100
2x19.8
2033
2600
2x20
2029
3500
130
2033
26000
800
2033
dtac, Thailand
700
2x10
2035
900
2x5
2033
1800
2×5
2033
2100
2x15
2027
2300
60
5)
2025
26000
200
2035
Grameenphone, Bangladesh
900
2×7.4
2026
1800
2×7.4
2026
1800
2×7.2
2026
1800
2x5
2033
1800
2x0.4
2026
2100
2×10
2028
2100
2×10
2026
2600
60
2033
Telenor Pakistan
850
2x10
2031
900
2×4.8
2034
1800
2×8.8
2034
2100
2×5
2029
1)
The licenses are held by Net4Mobility (a joint operation with Tele 2, owned 50% by Telenor).
2)
Tele 2 and Telenor transferred their respective licences (2×20 MHz) in the 2600 MHz band to Net4Mobility on 2 July 2012.
3)
Telenor transferred 2x10 MHz (out of 2x19.6 MHz) in the 2100 MHz band to Net4Mobility on 25 February 2022.
4)
The licenses are held by TT Netværket (a joint operation with Telia, owned 50% by Telenor).
5)
The spectrum is held under capacity agreement with TOT and therefore not part of right-of-use assets.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 111
Telenor Pakistan’s 900 MHz and 1800 MHz spectrum licence expired on 25 May 2019, and the renewal fee was set to NOK 4.0 billion (USD 449
million) by the Pakistan Telecommunication Authority (PTA) for an extension period of 15 years. Telenor Pakistan disagreed with the terms and
conditions for renewal, primarily on the price. Telenor Pakistan is of the opinion that the renewal price should have been NOK 2.5 billion (USD 291
million), which was the same as for prior renewals for other operators. Accordingly, Telenor Pakistan challenged the terms and conditions for
renewal of said licence in Islamabad High Court. On 19 July 2021, the High Court decided the case in Telenor’s disfavor. Telenor Pakistan appealed
the case to the Supreme Court on 31 August 2021. In December 2021, Telenor Pakistan signed the licence under protest whilst waiting for the
Supreme Court’s hearing of the case. On 25 May 2022, the Supreme Court rejected the appeal. The new spectrum price is considered a variable
lease payment that has become in-substance fixed, and the right-of-use asset and lease liability has been adjusted accordingly. Telenor Pakistan is
still waiting for the written Supreme Court decision and will assess to file a review petition. Telenor Pakistan has paid a total of NOK 2.8 billion (USD
314 million excl. interest) of the demanded licence renewal fees. See note 18 for further information about impairment of Pakistan following the
Supreme Court ruling.
Lease expenses
Expenses recognised in the income statement related to lease contracts are presented below:
NOK in millions
Classification in income statement
2022
2021
Depreciation of right-of-use assets
Depreciation and amortisation
7 690
7 447
Interest expenses on lease liabilities
Financial expenses (note 9)
1 058
1 053
Variable lease expenses not dependant on index or rate
Other operating expenses (note 6)
2 145
2 057
Variable lease expenses not dependant on index or rate
Cost of materials and traffic charges (note 4)
141
116
Expenses relating to short term leases
Other operating expenses (note 6)
54
116
Expenses relating to low value leases
Other operating expenses (note 6)
13
12
Total
11 103
10 801
Variable lease expenses of NOK 2.3 billion (NOK 2.2 billion in 2021) recognised in other operating expenses include NOK 1.7 billion (NOK 1.8 billion in
2021) related to spectrum and NOK 0.4 billion (NOK 0.3 billion in 2021) related to other lease contracts. Variable lease expenses related to spectrum
agreements vary mainly with revenue, as a significant part of the expenses are based on share of revenues under the agreements. Variable lease
expenses related to other lease contracts of NOK 0.4 billion (0.3 billion NOK in 2021) represent energy charges paid to lessors as part of the lease
agreements for some mobile sites, and the expenses vary with the consumption of energy on those mobile sites.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 112
NOTE 17
Property, plant and equipment
The majority of the property, plant and equipment (PPE) in Telenor relate to investments in network equipment and
infrastructure, including base stations, cables, fiber and radio equipment. Other assets include equipment for
cable TV and satellites in addition to buildings, land and administrative assets.
Accounting policies
Property, plant and equipment are recognised at cost less accumulated depreciation and any impairment losses. The cost includes borrowing
costs for qualifying assets. If Telenor has a legal or constructive obligation to dismantle, remove and restore a site, an asset retirement obligation
(ARO) is recognized with a corresponding increase in the related asset within property, plant and equipment. AROs primarily relate to base stations
and installed network and infrastructure equipment in addition to some buildings, refer to note 22 for further information. Estimated useful lives for
similar types of assets may vary between different geographical areas due to factors such as growth rate, maturity of the market, history and
expectations for replacements or transfer of assets, climate and quality of components used. Estimated useful life, depreciation method and
residual value are evaluated at least annually. The straight-line depreciation method is used as this best reflects the consumption of the assets,
which often is the passage of time. Residual value is estimated to be zero for most assets, except for some commercial buildings and vehicles that
are not expected to be used for the whole economic life. Refer to note 18 for further information about impairment.
Key judgments and estimates
Depreciation expenses are based on management’s estimates of depreciation method, useful life and residual value. Estimates may change due to
technological developments, competition, changes in market conditions, geopolitical developments, climate change and other factors. In
particular, technological developments are difficult to predict as trends and pace of development may change over time. The asset retirement
obligation (ARO) is a significant estimate as there is significant uncertainty related to the timing of the removal and restoration of the sites, and also
whether the restoration actually will take place. There is also significant uncertainty related to future price development as the work will take place
well into the future. See note 22 for further information about the asset removal obligation. Climate changes can potentially lead to destruction of
assets from flooding, fires or other natural disasters. Climate changes and increased focus on sustainable businesses may impact technological
development, markets and economic or legal environment which are critical estimates in the evaluations of useful lives. A change in estimated
useful life is a change in accounting estimate, and depreciation plans are adjusted prospectively. Refer to note 18 for further information about
impairment.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 113
Property, plant and equipment
NOK in millions
Local,
regional
and trunk
networks
Mobile
telephone
network
Subscribe
r
equipmen
t
Switches
and equip-
ment
Radio
installa-
tions
Cable-TV
equipmen
t
Buildings
Land
Corporate
adminis-
trative
assets
Satellites
Work in
progress
1)
Total
Accumulated cost
As of 1 January 2021
64 248
40 324
2 651
15 785
46 725
6 502
7 229
686
11 383
5 021
6 814
207 369
Reclassifications
2)
1 890
3 014
195
484
3 270
84
(560)
3
(106)
-
(7 839)
436
Additions
1 653
792
752
367
1 784
65
35
2
703
(14)
8 749
14 888
Translation differences
(1 187)
(1 685)
(65)
(403)
(1 920)
(59)
(127)
(28)
(381)
-
(223)
(6 079)
Derecognitions
(869)
(1 645)
(504)
(1 219)
(2 271)
(28)
(155)
(3)
(872)
-
(7)
(7 574)
Reclassified to assets held for
sale
(2 064)
(1 564)
(1)
(484)
(3 751)
(272)
(36)
-
(465)
-
(167)
(8 804)
As of 31 December 2021
63 671
39 236
3 028
14 530
43 837
6 293
6 386
660
10 262
5 007
7 326
200 235
Reclassifications
2)
1 321
2 496
(15)
283
2 294
34
(548)
(40)
702
-
(6 551)
(24)
Additions
1 842
547
582
361
2 438
48
90
18
771
-
7 093
13 789
Translation differences
542
109
(21)
(47)
397
(19)
30
7
(85)
-
39
953
Derecognitions
(5 420)
(8 952)
(837)
(3 027)
(10 574)
(371)
(464)
(67)
(1 945)
-
(408)
(32 064)
As of 31 December 2022
61 956
33 435
2 737
12 099
38 393
5 985
5 494
578
9 705
5 007
7 500
182 888
Accumulated depreciation and impairment losses
As of 1 January 2021
(40 166)
(23 439)
(1 431)
(13 642)
(28 912)
(4 252)
(4 797)
(4)
(7 913)
(3 442)
-
(128 001)
Reclassifications
2)
(402)
(448)
(9)
(2)
(397)
-
381
1
641
-
-
(236)
Depreciation - continuing
operations
(2 705)
(2 924)
(823)
(675)
(4 289)
(395)
(244)
-
(643)
(206)
-
(12 905)
Depreciation - discontinued
operations
(297)
(763)
-
(141)
(380)
-
(7)
-
(103)
-
-
(1 691)
Impairment - discontinued
operations
(641)
(817)
-
(43)
(1 488)
-
(15)
-
(215)
-
(176)
(3 395)
Translation differences
503
935
48
325
1 180
38
74
1
227
-
-
3 331
Derecognition
862
1 559
504
1 218
2 257
27
123
-
811
-
-
7 361
Reclassified to assets held for
sale
1 463
1 562
1
484
3 746
135
36
-
465
-
176
8 067
As of 31 December 2021
(41 383)
(24 335)
(1 711)
(12 475)
(28 283)
(4 447)
(4 451)
(2)
(6 733)
(3 648)
-
(127 468)
Reclassifications
2)
(119)
(583)
91
34
39
-
541
-
2
-
-
4
Depreciation - continuing
operations
(2 565)
(2 724)
(862)
(674)
(4 353)
(309)
(210)
-
(780)
(202)
-
(12 681)
Depreciation - discontinued
operations
(243)
(573)
-
(120)
(225)
-
(6)
-
(65)
-
-
(1 231)
Impairment - continuing
operations
(179)
(606)
-
(103)
(399)
-
(108)
(38)
(77)
-
-
(1 509)
Translation differences
(78)
123
15
67
(145)
14
(17)
3
129
-
-
110
Derecognition
4 234
6 259
836
2 657
9 235
369
195
-
1 762
-
-
25 546
As of 31 December 2022
(40 332)
(22 440)
(1 631)
(10 615)
(24 132)
(4 373)
(4 056)
(38)
(5 762)
(3 850)
-
(117 229)
Carrying amount
As of 31 December 2022
21 623
10 995
1 106
1 485
14 260
1 612
1 438
540
3 943
1 157
7 500
65 659
As of 31 December 2021
22 287
14 901
1 317
2 055
15 554
1 846
1 935
658
3 529
1 359
7 326
72 767
Depreciation periods, years
3)
3-30
5-20
3
3-7
5-15
3-15
5-30
-
2-10
17
-
-
1)
The Additions line items represent net additions of work in progress during the financial year. Work in progress capitalised and activated within the same
financial year is shown as Additions in the relevant asset categories in this table.
2)
Including reclassifications to/from other lines in the statement of financial position which is not a part of this table.
3)
Asset categories presented in this movement schedule is an aggregated total from different asset components belonging to a particular category, and the
disclosed depreciation rates represent a range of useful lives allocated to components.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 114
.
NOTE 18
Impairment of assets
Telenor has significant investments in the network and infrastructure required to operate in the telecom industry,
such as base stations, networks and radio equipment. Other significant assets include goodwill, customer bases
and software. Goodwill is tested for impairment annually or when impairment indicators are present. In 2022,
Telenor has recognised impairment of NOK 2.5 billion related to its operations in Pakistan following the adverse
ruling of Supreme Court in the licence renewal case.
Accounting policies
Impairment indicators are assessed at each reporting date for individual assets and cash generating units (CGUs), and impairment testing is
performed if any indicators are identified. Goodwill, intangible assets with indefinite useful life and intangible assets not yet brought into use are
assessed for impairment annually or when impairment indicators are identified. Identification of Telenor’s main CGUs is based on the countries
where Telenor operates its fixed and mobile operations. The CGU may include both fixed and mobile operations as they are monitored and
reported as one operating unit. Goodwill arising from acquisitions are allocated to the respective CGU and included in the impairment test. Fair
values are used in the CGU testing when these are available, for example when the CGU is a listed company. In assessing value-in-use, the
estimated future cash flows are discounted to their present value using a discount rate based on the weighted average cost of capital (WACC) rate.
The WACC reflects current market assessments of the time value of money and the risks specific to the asset or the CGU to which the asset
belongs. Impairments are recognised by reducing carrying amount of goodwill first before other assets are reduced on a pro-rata basis.
Impairments of goodwill are not reversed.
Key judgments and estimates
Impairment triggers
Significant management judgment is used when assessing impairment triggers at each reporting date. The following factors are assessed:
significant fall in market values; significant underperformance relative to historical or projected future operating results; significant changes in the
use of the assets or the strategy for the overall business, including assets that are decided to be phased out or replaced and assets that are
damaged or taken out of use; significant negative industry or economic trends; significant loss of market share; significant adverse political and/or
regulatory development including unfavourable court decisions and significant cost overruns in the development of assets.
Value-in-use
The assessment of value-in-use includes significant management judgments and estimates, including determining the discount rate (WACC),
estimating future performance, revenue generating capacity of the assets, margins, prices on future renewals of spectrum licences, political and
regulatory risk, required maintenance capex, network costs and technological developments, and assumptions of the future market conditions.
There are significant variations between different markets with respect to growth, mobile penetration, average revenue per user (ARPU), market
share, inflation, regulatory costs, and technological development, resulting in differences in EBITDA margins, future investments, and long terms
growth assumptions. In some markets, certain expenses and capex are denominated in foreign currency and impacted by currency fluctuations.
Recessionary effects and increased macroeconomic risks may impact the estimates of growth, future performance and discount rates used in
estimating recoverable amounts of assets. Discount rates are impacted by several macroeconomic factors including borrowing rates, country risk,
inflation assumptions and currency development. For assumptions used, external evidence has been taken into consideration.
Climate-related risks
Telenor is exposed to climate-related physical risks such as potential damage to infrastructure and utilities through the impact of more extreme
weather events and rising sea levels. Climate-related regulatory risks include potentially higher operational costs due to increasing carbon taxes
and energy/fuel taxes, as well as risks of higher capital expenditures due to a required transition towards the use of renewable energy solutions and
energy efficient networks. Climate-related risks are considered in the cash flow projections.
Key assumptions
Cash flows
Discounted cash flow models have been applied to determine the value-in-use for cash-generating units. The cash flows are based on the most
recent financial forecasts approved by management. Management has projected cash flows based on financial forecasts and strategy plans
covering the period 2023-2025 for DNA and Telenor Pakistan. The cash flows beyond the explicit forecast period have been extrapolated into
perpetuity using a constant nominal growth rate to arrive at the terminal value. The estimates of value in use have been compared to market
valuation and multiples for peers in the telecommunication business for reasonableness.
Growth rates
The expected growth in revenue, EBITDA, and EBITDA margin for a cash-generating unit is based on historical performance, expected
development in the market in which the entity operates and assumptions in terms of development in market share. The growth rates applied in the
explicit forecast period converge from its current level experienced over the last few years to the long-term growth level in the market where the
entity operates. The growth rates used to extrapolate cash flow projections beyond the explicit forecast period are not higher than the average
expected long-term growth in the markets in which the entities operate. In periods with relatively low discount rates, the estimated growth rates
used in the projections might be determined significantly below the average expected long term growth observed in the market.
Average revenue per user (ARPU)
ARPU is a measure for average revenue per subscription per month, which is a key component when estimating revenue growth. ARPU is
calculated based on mobile revenues from the company’s own subscriptions, divided by the average number of subscriptions for the relevant
period. ARPU is estimated based on the current ARPU level and expected future market development.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 115
EBITDA margin
1)
The EBITDA margin is estimated based on the current margin level and expected future market development. Committed or implemented
operational efficiency programmes are included. Changes in the outcome of these initiatives may affect future estimated EBITDA margins.
Capital expenses (capex)
1)
A normalised level of capex as a percentage of revenues (capex/revenues) is assumed in the long run. Changes in traffic volumes and number of
subscriptions during a growth phase will affect the future capex/revenues ratio. Estimated capex reflect the level of capex needed for maintaining
current operation. Costs related to future spectrum acquisitions are estimated based on historical levels of spectrum costs compared to revenue
Included in the assessment of future spectrum prices. Telenor also takes into consideration the development in neighbouring countries and more
advanced markets for potential spectrum auctions in emerging markets.
Discount rates
Discount rates are based on Weighted Average Cost of Capital (WACC) derived from the Capital Asset Pricing Model (CAPM) methodology. The
cost is derived from its weighted average cost of capital. In economies where the Group considers risk-free yields to be unreliable, the WACC rates
used in discounting the future cash flows are based on a US 30-year risk-free interest rate, adjusted with a country risk premium and the inflation
differential between the US and the relevant country. The discount rates consider the debt premium, market risk premium, gearing, corporate tax
rate, inflation, and asset beta. For cash-generating units in economies with unstable inflation rates, rolling discount rates are applied.
1)
Please refer to page 180 for description of alternative performance measures.
Cash-generating units (CGUs) with significant goodwill
The goodwill allocated to each CGU is shown in note 14. The recoverable amounts for the cash-generating units with significant goodwill have been
determined based on the following discount rates and terminal value nominal growth rates for the years 2022 and 2021:
Discount rate after tax (%)
Discount rate pre-tax (%)
Nominal growth in cash flow in terminal value (%)
2022
2021
2022
2021
2022
2021
Telenor Sweden
6.7
5.0
8.5
6.4
1.9
0.0
DNA
6.8
5.0
8.5
6.3
2.3
0.75
In the recoverable amount assessment, the Group has applied estimated cash flows after tax and corresponding discount rates after tax. The
recoverable amounts would not change significantly if pre-tax cash flows and pre-tax discount rates had been applied instead.
The war in Ukraine has generated a sharp increase in energy prices following the shortage of supply, and there is increased risk of supply chain
disruption due to escalating trade tension and sanctions. The risk related to continued high energy prices and general inflation caused by the war is
reflected in the forecasts used as basis for the value in use calculation.
,
Impairment in 2022 and 2021
In 2022, Telenor recognised an impairment of assets of NOK 2.5 billion related to Telenor Pakistan as a result of several negative developments. A
significant increase in interest rates, country risk premium and market premiums impacted the Weighted Average Cost of Capital. A hike in energy
prices and increased global inflation made the outlook for Telenor Pakistan challenging. Further, one of the key assumptions in the assessment at
year end 2021 was the outcome of the Supreme Court’s hearing related to the renewal fee for the 900 MHz and 1800 MHz spectrum license. On 25
May 2022, the Supreme Court concluded the fee to remain at the level set by the Pakistani Telecommunication Authority, see note 23. In June 2022
Telenor completed an assessment of value in use based on discounted cash flows of Telenor Pakistan with updated earnings projections. As a
consequence, an impairment of NOK 2.5 billion was recognised in the second quarter 2022 related to property, plant and equipment, right-of-use
assets and intangible assets in the Telenor Pakistan segment. Recoverable amount of the assets was estimated to be NOK 5.8 billion as of 30 June
2022. The impairment assessment, with several scenarios, was updated as of year-end 2022 and no further impairment was recognised. Telenor
Pakistan is still sensitive for impairment.
The impairment per class of asset was as follows:
NOK in million
2022
Property, plant and equipment
1 508
Right-of-use assets
963
Intangible assets
29
Total impairments
2 500
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 116
Key assumptions applied in the calculation of value in use for Telenor Pakistan as of 30 June 2022 are stated in the table below. During the
assessment of Telenor Pakistan, several scenarios related to timing and level of spectrum acquisitions, investment in radio equipment and
operational efficiency were prepared. The assessment was based on a weighting of scenarios reflecting the mentioned sensitivities. The weighted
key assumptions used in the scenarios are summarised below.
Key assumptions 2022
Telenor Pakistan
Revenue growth during 2022-2027, percent
1
1.1
EBITDA growth during 2022-2027, percent
1
1.7
EBITDA margin growth from 2022-2027, percentage points
2
1.7
Capex/revenues in the terminal value, percent
13.5
WACC, percent
From 14.5 to 18.5
WACC used in the testing at year-end 2021, percent
From 11.6 to 15.3
Nominal growth in cash flow in terminal value, percent
4.8
1)
Represents the compound annual growth rate during the period.
2)
Represents annual growth during the period.
Telenor did not recognise any significant impairments in 2021, except for the impairment recognised for Telenor Myanmar presented as
discontinued operations, see note 12.
Sensitive cash-generating units with significant goodwill
Apart from DNA in Finland, the Group believes that no reasonably possible change in any of the key assumptions used for impairment testing would
cause the carrying amounts of the cash-generating units with significant goodwill to exceed recoverable amounts. The recoverable amount of DNA
has been estimated based on discounted cash flows from current revenue streams and the estimated recoverable amount exceeds the carrying
amount by approximately NOK 9.5 billion. Key assumptions used to determine recoverable amount of DNA are listed in the table below:
Key assumptions in 2022
DNA
Revenue growth during 2023-2025, per cent
1)
2.9
Revenue growth in the year used as basis for calculation of terminal value , per cent
2.0
EBITDA growth during 2023-2025, per cent
1)
4.7
EBITDA margin growth from 2023 to 2025, percentage points
2)
0.6
EBITDA margin in the year used as basis for calculation of terminal value, per cent
37.0
Nominal growth in cash flow in terminal value, per cent
2.3
Capex/revenues in the terminal value, per cent
13.5
WACC, per cent
6.8
1)
Represents the compound annual growth rate during the period.
2)
Represents annual growth during the period.
The Finnish market has historically seen a relatively high growth in subscription and traffic revenues. The expected growth in revenue and EBITDA
for DNA reflects expectations of continued upselling of existing customers following the 5G rollout, increased market share within the business
segment and higher contribution from value added services, supported by DNA’s historical performance and external sources of information. Real
GDP growth in the Finnish economy is expected to be between 1.5-2.0 % per year in the medium to long-term period, and inflation is expected to be
at comparable level. Capex/revenues in terminal value represent normal investment level after 5G roll-out and is in line with historical levels
(excluding spectrum). Spectrum prices are assumed to be in line with historical levels.
The following changes in key assumptions, in isolation, would result in the recoverable amount being approximately equal to the carrying amount.
Consequential effects of a change in one key assumption on other key assumptions may occur. Predicting any interaction between them involves
significant uncertainties and judgements, and thus has not been done. Changes beyond those described below may lead to impairment.
DNA
Decrease in annual revenue growth during 2023-2025 by 1.4 percentage points
Decerease in revenue growth in the year used as basis for calculation of terminal value by 4.3 percentage points
Decrease in annual EBITDA growth during 2023-2025 by 2.8 percentage points
Decrease in annual EBITDA margin growth from 2023 to 2025 by 1.3 percentage points
Decrease in EBITDA margin in the year used as basis for calculation of terminal value by 4.2 percentage points
Increase in WACC by 1 percentage points
Decrease in nominal growth in cash flow in terminal value by 1.1 percentage points
Increase in capex/revenues in the terminal value by 3.4 percentage points
.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 117
NOTE 19
Trade and other receivables
Accounting policies
Trade and other receivables are recognised at fair value including directly attributable transaction costs and subsequently measured at
amortised cost using the effective interest rate method. A customer contract asset is recognised when the revenue from contracts with
customers exceeds the amounts received, for example when sale of handsets or other customer equipment is recovered through future
subscription fee payments. Contract assets are transferred to trade receivables when the rights to payment become unconditional, which
is normally when the invoice has been issued. Refer to further information in note 3 Revenues.
Key judgments and estimates
Trade receivables and contract assets are adjusted for provision for impairment in accordance with the expected credit loss model. The simplified
approach is applied measuring the loss allowance at an amount equal to lifetime expected credit losses. Impairment for expected credit losses is
assessed every reporting period and calculated by considering the historic evidence of the level of bad debt experienced for customer types and
the aging of the receivable balance.
Trade and other receivables
NOK in millions
Category
2022
2021
Receivables from contracts with customers
15 245
15 490
Provision for expected credit losses on trade receivables
(894)
(998)
Total receivables from contracts with customers as of 31 December
FAAC
1)
14 352
14 492
Interest-bearing receivables
3)
35
1 051
Finance lease receivable
4)
458
423
Other non-interest-bearing receivables
1 648
2 334
Provision for expected credit losses on other current receivables
(13)
(15)
Total other current receivables as of 31 December
FAAC
1)
2 128
3 793
Contract asset
216
362
Return good asset
5)
85
71
Governmental taxes and duties
388
685
Prepayments
1 674
2 336
Total other current non-financial assets as of 31 December
NF
2)
2 362
3 455
Total trade and other receivables as of 31 December
18 842
21 739
1)
FAAC: Financial assets at amortised cost
2)
NF: Non-financial assets and liabilities
3)
In 2021, this includes the current portion of the deferred sales consideration receivable from PPF Group for the sale of shares in Telenor Serbia in 2018.
4)
See note 27 for more information
5)
Asset for the right to recover returned goods on settling refund liabilities.
As of 31 December 2022, NOK 3.1 billion (NOK 3.1 billion as of 31 December 2021) of trade and other receivables relates to handset instalments not
due within one year.
Specification of contract assets
NOK in millions
2022
2021
Balance as of 1 January
362
412
New contract assets during the period less transfer to receivables
93
( 41)
Disposal of subsidiaries
( 263)
-
Currency and other effects
24
( 9)
Balance as of 31 December
216
362
Specification of provision for expected credit losses on trade receivables
NOK in millions
2022
2021
Provision as of 1 January
( 998)
(1 268)
Change during the year - continuing operations
( 91)
111
Change during the year - discontinued operations
77
55
Disposal of subsidiaries
131
-
Reclassified to assets held for sale
-
49
Currency and other effects
( 13)
55
Provision as of 31 December
( 894)
( 998)
Realised losses for the year - continuing operations
( 549)
( 629)
Realised losses for the year - discontinued operations
( 137)
( 203)
Recovered amounts previously provided for - continuing operations
37
39
Recovered amounts previously provided for - discontinued operations
45
46
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 118
Specification of the age distribution of trade receivables
Past due on the reporting date in the following periods:
NOK in millions
Carrying
amount
Not past due on the
reporting date
Less than 30 days
Between 30 and
60 days
Between 61 and
90 days
Between 91 and
180 days
Between 181 and
365 days
More than
365 days
As of 31 December 2022
Trade receivables
15 245
12 567
1 077
263
135
324
347
532
Provision for expected
credit losses on trade
receivables
( 894)
( 65)
( 42)
( 34)
( 45)
( 129)
( 218)
( 360)
Total trade receivables
14 352
12 502
1 035
229
89
194
130
172
As of 31 December 2021
Trade receivables
15 490
12 825
990
239
137
277
399
621
Provision for expected
credit losses on trade
receivables
( 998)
( 101)
( 43)
( 45)
( 51)
( 135)
( 229)
( 394)
Total trade receivables
14 492
12 724
947
194
86
142
171
227
For the trade and other current receivables that are not impaired or past due, there are no indicators at the date of the reporting that the debtors
will not be able to meet their payment obligations.
NOTE 20
Cash and cash equivalents
Accounting policies
Cash and cash equivalents include bank deposits, fixed rate bonds and commercial papers with original maturity of three months or less which are
readily convertible to known amount of cash and subject to insignificant risk.
Cash and cash equivalents
NOK in millions
2022
2021
Cash in the group’s cash pool systems
2 667
4 976
Cash outside the group’s cash pool systems
1)
7 262
9 777
Cash equivalents
2)
-
470
Total cash and cash equivalents in statement of financial position
9 929
15 223
Bank overdraft (part of cash in statement of cash flows)
( 252)
( 102)
Total cash and cash equivalents in statement of cash flows
9 677
15 121
1)
Includes restricted cash in Grameenphone of NOK 10 million as of 31 December 2022 (NOK 10 million as of 31 December 2021).
2)
Related to fixed deposit placements with shorter than 3 months maturity in Digi and Telenor ASA in 2021.
Telenor has established cash pool arrangements where Telenor ASA is the account holder and the other companies in the group are sub-account
holders or participants. The cash pool arrangements allow netting of cash positions within the group. Subsidiaries in which Telenor owns less than
90% of the shares are normally not participants in the cash pool arrangements held by Telenor ASA. As of 31 December 2022 the major part of the
cash and cash equivalents outside the cash pool arrangements relates to Telenor ASA, dtac and Grameenphone. For 2021 the major part of the
cash and cash equivalents outside the cash pool systems relates to Telenor ASA, dtac, Grameenphone and Telenor Pakistan.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 119
NOTE 21
Pension obligations
Telenor offer several different pension plans to its employees. The most common pension plan is the defined
contribution plan where a contribution is made to the employee’s individual pension account. This arrangement is
in addition to the plans organised by governments providing a basic pension entitlement to all taxpayers. Telenor
also has defined benefit plans with future pension obligations that are mostly closed for new members.
Accounting policies
Defined contribution plans
A defined contribution plan is a type of retirement plan where the employer makes contributions on a regular basis to the employee’s individual
pension account. The benefits received by the employee are based on the employer contributions and gains or losses from investing the capital.
Contributions to defined contribution pension plans are recognised as an expense in the income statement as incurred.
Defined benefit plans
A defined benefit plan is a pension plan where the employer promises an annual pension on retirement based on a percentage of the salary upon
retirement and the employee's earnings history, years of service and age. The pension obligations are determined by discounting the estimated
future pension cash outflows less the fair value of plan assets. The discount rate is based on interest rates of high-quality corporate bonds
denominated in the same currency and with similar maturity as the related pension obligation. The defined benefit obligation is calculated annually
by independent actuaries using the projected unit credit method.
Current and past service cost in addition to non-routine pension settlements, is presented as salaries and personnel costs, and the net interest
expense is recognised as financial expense in the income statement. Remeasurements including actuarial gains and losses and the return on plan
assets exceeding the discount rate are recognised in the statement of comprehensive income and are not subsequently reclassified to the income
statement.
A plan curtailment is when Telenor is committed to reduce the number of employees in a plan or change the terms, so the employees are entitled
to reduced benefits or is no longer eligible for benefits. Past service cost is recognised in the income statement on the earlier of the date of the plan
amendment or curtailment or when the related restructuring cost is recognised. Gains and losses on curtailments form part of service cost and are
presented as part of other income or other expenses in the income statement.
Defined benefit multi-employer plans (such as the AFP arrangement in Norway) are accounted for as defined contribution plans when insufficient
information is available to calculate Telenor’s proportionate share.
Key judgments and estimates
The present value of the pension obligations depends on a number of actuarial assumptions, including the discount rate, expected salary growth,
inflation and return on assets as well as demographical factors concerning mortality, employee turnover, disability and early retirement.
Assumptions about all these factors are based on the situation at the time the assessment is made, whereas it is expected that such factors will
change over the long periods for which pension calculations are made. Any changes in these assumptions will affect the calculated pension
obligations with immediate recognition in other comprehensive income.
Significant pension arrangements in Telenor
Telenor provides pension plans for employees in Norway which follow the requirements in the Act on Mandatory company pensions. In addition,
the Norwegian government provides social security payments to all retired Norwegian citizens. Such payments are calculated by reference to a
base amount annually approved by the Norwegian parliament (G-regulation). Benefits are determined based on the employee’s length of service
and compensation. The cost of pension benefit plans is expensed over the period that the employees render services and becomes eligible to
receive benefits.
Telenor Pension Fund, covering the defined benefit plans offered to all employees in Norway, was closed to new members during 2006 and
replaced by defined contribution plans with insurance companies.
In Norway, 3 575 of the employees were members of the contribution plan as of 31 December 2022 (3 383 as of 31 December 2021). In 2022, 1 022 of
the employees were covered by the defined benefit plans through Telenor Pension Fund (1 135 in 2021). In addition, Telenor Pension Fund paid out
pensions to 2 516 persons in 2022 (2 475 in 2021). Telenor Sweden has a defined benefit plan with 588 active members in 2022 (614 in 2021). Other
companies outside Norway and Sweden primarily offer contribution plans.
The funded defined benefit plans in Norway have net funds of NOK 858 million as of 31 December 2022 (NOK 618 million in net funds as of 31
December 2021). The current service cost was NOK 178 million in 2022 (NOK 174 million in 2021). Net interest income was NOK 15 million (interest
income of NOK 10 million in 2021).
Unfunded defined benefit plans have previously been offered to executive employees. These plans are now closed. As of 31 December 2022, the
net defined benefit liability recognised in the statement of financial position was NOK 636 million (NOK 684 million as of 31 December 2021). The
service cost was NOK 8 million in 2022 (NOK 8 million in 2021). Net interest cost was NOK 13 million (NOK 11 million in 2021). Telenor does not have a
right to use the net funds in the funded plans to settle the obligations under the unfunded plans.
Telenor is member of an agreement-based early retirement plan (new AFP) in Norway. Essentially all the Norwegian employees are entitled to life-
long benefits from the age of 62 from this plan, in addition to other plans. The plan is financed through a pooled arrangement, where private sector
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 120
employers cover 2/3 of the funding requirements and the Norwegian government covers 1/3. For 2022, the contribution was 2.6% of total salaries
between 1 and 7.1 times the base amount (G) (2.5% for 2021). For 2023, the contribution is set to 2.6%. The plan is considered to be a defined benefit
multi-employer plan with limited funding and where plan assets are not segregated. The information required to calculate a proportionate share of
the plan, and account for the plan as a defined benefit plan, is not available from the plan administrator. Consequently, the plan is accounted for as
a defined contribution plan.
The defined benefit plan in Sweden has a net benefit liability of NOK 918 million as of 31 December 2022 (NOK 1 372 million as of 31 December 2021).
The service cost was NOK 58 million and net interest cost was NOK 29 million in 2022 (NOK 82 million and NOK 21 million in 2021, respectively). The
discount rate used for the pension calculations as of 31 December 2022 was 3.9% (2.0% in 2021) and expected salary increase was set to 3.0%
(3.0% in 2021).
For the Norwegian defined benefit plans, the Group applies the K2013 risk table for mortality and a risk table for disability based on historical figures
in Telenor Pension Fund (both implemented in 2013). The average expected lifetime in the risk tables is 88 years for men and 91 years for women.
The table below shows the probability of an employee in a certain age group becoming disabled or dying, within one year, as well as expected
lifetime.
Mortality %
Disability %
Expected lifetime
Age
Men
Women
Men
Women
Men
Women
40
0.1
0.0
0.1
0.1
88
92
50
0.1
0.1
0.2
0.3
88
91
60
0.4
0.3
0.8
1.2
87
91
70
1.1
0.8
-
-
88
91
80
3.8
2.6
-
-
90
92
The plan assets were measured at fair value 31 December 2022 and 31 December 2021. The calculation of the projected benefit obligations (PBO) as
of 31 December 2022 was based on the member base at 11 October 2022 (at 20 October 2021).
The actuarial calculations for the Telenor Pension Fund obligations were carried out by independent actuaries. The present value of the projected
defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.
Employees in Norway that leave Telenor before the age of retirement receive a paid-up policy. Telenor Pension Fund administers some of these
policies. This is at the discretion of the Telenor Pension Fund and does not affect Telenor. At the time of issuance of a paid-up policy, Telenor is
relieved of any further obligations towards the receiver. The funds and obligations are valued at the time of issuance of paid-up policies and are
derecognised from pension obligations and plan assets.
Changes in the defined benefit obligation and fair value of plan assets
2022
2021
NOK in millions
Defined benefit
obligation
Fair value plan
assets
Benefit liability
Defined benefit
obligation
Fair value plan
assets
Benefit liability
As of 1 January
(10 432)
8 624
(1 808)
(10 231)
7 913
(2 318)
Current service cost
( 307)
-
( 307)
( 337)
-
( 337)
Past service cost
-
-
-
26
-
26
Net interest
( 227)
185
( 42)
( 189)
155
( 34)
Discontinued operations
-
-
-
-
-
-
Sub-total included in Income Statement
( 534)
185
( 349)
( 501)
155
( 345)
Return on plan assets (excluding amounts
included in net interest expense)
-
( 632)
( 632)
-
327
327
Actuarial changes arising from changes in
demographic assumptions
( 31)
-
( 31)
( 10)
-
( 10)
Actuarial changes arising from changes in
financial assumptions
1 421
-
1 421
( 65)
-
( 65)
Experience adjustments
1)
( 96)
-
( 96)
15
-
15
Sub-total in Other Comprehensive Income
1 294
( 632)
661
( 61)
327
266
Effects of business combinations and disposals
( 2)
1
( 1)
( 3)
-
( 3)
Contributions by employer
-
323
323
-
448
449
Benefits paid
380
( 304)
76
321
( 303)
18
Translation differences
65
( 26)
39
41
84
125
As of 31 December
(9 230)
8 171
(1 059)
(10 432)
8 624
(1 808)
Of which classified as:
Pension obligations
(1 919)
(2 429)
Other non-current assets
2)
859
620
1)
Telenor does not have a right to use the net funds in the funded plans to settle the obligations under the unfunded plans.
2)
Experience adjustments on benefit obligations are the effects of differences between previous actuarial assumptions and what has actually occurred.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 121
Assumptions used to determine defined benefit obligations for Norwegian companies as of 31 December
2022
2021
Discount rate in %
3.00
1.90
Future salary increase in %
3.00
2.50
Future increase in the social security base amount in %
3.25
2.50
Future turnover in %
3.00
3.00
Future pension increases in %
2.00
1.75
Expected average remaining service period in years
7
7
Telenor has used the Norwegian covered bonds (OMF – Obligasjoner med fortrinnsrett) as basis for the discount rate as of 31 December for both
2022 and 2021 for the Norwegian plans. OMFs are covered bonds issued by mortgage companies owned by Norwegian banks under a well-
established legal framework. Generally, bonds with ratings better than AA are considered to be of high quality. Most OMFs have AAA rating.
Components of net periodic benefit cost
NOK in millions
2022
2021
Current service cost
( 307)
( 337)
Past service cost
-
26
Net interest cost
( 42)
( 34)
Net periodic benefit costs
( 349)
( 345)
Contribution plan costs
( 707)
( 709)
Total pension costs charged to the income statement for the year
(1 056)
(1 054)
Of which reported as other expense (note 8)
( 10)
19
Of which reported as pension cost (note 5)
(1 004)
(1 039)
Of which reported as net interest cost (note 9)
( 42)
( 34)
Sensitivity analysis
The table below shows an estimate of the potential effects of changes in the key assumptions for the defined benefit plans in Norway. The
following estimates are based on facts and circumstances as of 31 December 2022. Actual results may deviate materially from these estimates.
NOK in millions
Discount rate
Future salary increase
Social security base
amounts
Annual adjustments to
pensions
Turnover
Change in % is percentage points
-1%
+1%
-1%
+1%
-1%
+1%
-1%
+1%
-1%
+1%
Changes in:
Increase (decrease) in benefit obligations
1 279
( 989)
( 389)
389
89
( 132)
( 783)
936
42
( 84)
Asset categories
Telenor Pension Fund’s weighted average asset allocations as of 31 December, by asset category, were as follows:
2022
2021
Bonds %
61
58
Equity securities %
35
36
Other %
4
5
Total
100
100
The bond investments are in securities issued by the Norwegian government, Norwegian municipals, financial institutions, and corporations. Bonds
held in foreign currencies are to a large extent currency hedged. Equity investments are both in Norwegian and foreign securities. There is no
currency hedging for investments in foreign equity securities. The category Other consist mainly of investments in Private Equity and Hedge fonds.
Contributions in future years
Expected contributions to the Telenor Pension Fund in 2023 is approximately NOK 288 million.
The following table shows expected benefit payments from the Norwegian defined benefit plans in future years:
NOK in millions
Within the next 12 months (next annual reporting period)
201
Between 2 and 5 years
906
Next 5 years
1 642
Total expected payments next 10 years
2 749
The average duration of the Norwegian defined benefit plans at the end of the reporting period is 15 years.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 122
NOTE 22
Provisions and obligations
Telenor makes provisions for legal disputes when they become probable and the amount can be reliably
estimated. Provisions are also made for asset retirement obligations representing the removal and restoration
cost for infrastructure operated by Telenor. Other provisions relate to restructuring costs and various onerous
contracts.
Accounting policies
Provisions such as for asset retirement obligations, workforce reductions, onerous contracts and legal claims are recognised when there is a
present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation,
and the amount can be reliably estimated. Provisions are measured at management’s best estimate of the expenditure required to settle the
obligation at the reporting date and are discounted to present value. Asset retirement obligations (ARO) primarily relate to base stations and
installed network and infrastructure equipment in addition to some buildings, see note 17. The net present value of the future ARO is discounted
using a pre-tax risk-free rate as risks are reflected in the cash flows. Upon recognition of an asset retirement obligation, a corresponding amount is
recognised as an increase of the related asset within property, plant and equipment with subsequent depreciation over the useful life of the asset.
After the initial recognition, an accretion expense is recognised as finance cost. Any subsequent adjustments of the asset retirement obligation
from changes of the removal costs or discount rates will have a corresponding adjustment to the carrying value of the property, plant and
equipment.
Key judgments and estimates
Provisions are estimated based on a number of assumptions and are highly uncertain in nature. In particular, the amounts related to legal disputes
can be significant and the assessment of probability and the possible outcome include highly judgmental and complex assessments made by
management. Further, there is significant uncertainty related to the timing of the asset retirement obligation to occur, as the removal and
restoration of the sites will occur well into the future and strategy, technological developments, markets and other factors may impact the timing.
There is also significant uncertainty related to the asset removal cost due to uncertain future price development and possibility of negotiations of
prices for a large number of removals. Further, there is potentially agreements that relief Telenor from its obligations and also uncertainty as to
whether the restoration actually will take place. Due to these uncertainties, the actual costs for legal claims and asset retirement obligations may be
significantly different that current estimates.
Non-current provisions
NOK in millions
2022
2021
Provision for workforce reductions and onerous (loss) contracts
334
195
Asset retirement obligations
6 092
7 526
Other provisions
201
250
Total non-current provisions and obligations as of 31 December
6 627
7 971
Current provisions
NOK in millions
2022
2021
Provisions for workforce reduction and onerous (loss) contracts
345
416
Asset retirement obligations
13
12
Other provisions
433
468
Total current provisions and obligations as of 31 December
791
896
Development in provisions
The table below shows the development of provisions during 2022. Provisions for legal disputes are mainly recognised as trade and other payables
in the statement of financial position. Provisions made for discontinued operations are disclosed in note 12.
NOK in millions
Legal disputes
Asset retirement
obligations
Workforce reduction
and onerous (loss)
contracts
As of 1 January
3 548
7 538
611
Obligations arising and effects of changes in estimates during the year
952
(1 056)
729
Accretion expense
-
147
-
Amounts utilised
( 102)
( 175)
( 656)
Other changes and translation difference
( 793)
18
( 4)
Reclassified to liabilities held for sale
-
( 367)
-
As of 31 December
3 605
6 105
679
Legal disputes
The increase in provisions during 2022 includes update of provisions for regulatory disputes based on available information from the outcome of
court proceedings in Grameenphone. See further information in Note 23 Legal disputes and contingencies.
Asset retirement obligations
The reduction in provisions in 2022 is a result of updated estimates on timing before expected removals and restorations are expected to occur.
Workforce reduction
Provisions for workforce reductions included about 570 employees as of 31 December 2022 compared to about 650 employees the year before.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 123
NOTE 23
Legal disputes and contingencies
Telenor is subject to various legal proceedings, disputes and claims including regulatory discussions related to its
business, licences and investments. Management makes a provision for legal disputes when an unfavourable
outcome is probable and a reliable estimate can be made. The most significant legal disputes are summarised in
this note.
Accounting policies
Legal disputes are usually contingent in nature, meaning the possible obligation depends on future events outside the company’s control, for
example a court decision. Provisions are made for legal claims where an unfavorable outcome is probable and the amount required to settle the
dispute can be reliably estimated. Provisions are based on management’s best estimate of the amount required to settle the obligation discounted
to present value.
Key judgments and estimates
There is significant uncertainty related to predicting the outcome of legal proceedings, disputes and claims. The potential obligations can represent
significant amounts, the disputes may involve complex assessments of contracts and legislation, and political and country risk is high in certain
disputes. Due to these uncertainties, the future actual costs for legal disputes may be significantly different than current estimates. Management
evaluates the degree of probability of an unfavourable outcome and the ability to make a reasonable estimate of the amount of loss. Unanticipated
events or changes in these factors may require management to accrue for a matters that become probable or reliable, or change a provision
accrued for in a previous reporting period.
Significant legal proceedings, claims and regulatory discussions
Significant legal proceedings, claims and regulatory discussions are summarised below. Some of the cases include a statement that a provision has
been made. Cases that do not state that a provision has been made either (a) do not have a provision and the matter is treated as a contingent
liability; or (b) a provision has been established but the fact has not been disclosed as it can seriously prejudice our position. Disclosing that a
provision has been made to the counterparty would reveal the fact that Telenor believes it is probably that a cash outflow will occur and that that an
amount can be reliably estimated. While acknowledging the uncertainties related to these matters, management is of the opinion that based on the
information currently available, these matters will be resolved without any material financial adverse effect individually or in aggregate. See note 10
for further information about tax claims and uncertain tax positions. See note 22 for further information about development in legal dispute
provisions.
Grameenphone, Bangladesh
BTRC audit
The Bangladesh Telecommunications Regulatory Commission (BTRC) has over several years conducted an information system audit of
Grameenphone for the period 1997 to 2014. On 2 April 2019, Grameenphone received a demand notice from BTRC for payment of NOK 8.1 billion to
BTRC (NOK 2.2 billion in principal and NOK 5.9 billion in interest), including some matters pending in ongoing formal resolution processes (sub-
judice). These claims are unjustified from Telenor’s and Grameenphone’s position. In addition, BTRC has unauthorised and erroneously claimed
NOK 3.9 billion, which mainly is related to an already resolved matter and other sub-judice matters with the National Board of Revenue (NBR). The
total demand amounts to NOK 12.0 billion (the Demand). Overall, the Demand is based on allegations that Grameenphone has, amongst other
things, underpaid various taxes, such as corporate taxes, SIM tax, VAT, and revenue share from its mobile operation. The Demand is comprised of
claims against 26 line items, of which 22 line items are related to BTRC matters and no provision has been recorded based on the Demand dated 2
April 2019, as such. The other four line items are related to the NBR matters, where Telenor and Grameenphone in previous years have recorded
provisions based on an assessment of the legal merits of the claims.
On 22 July 2019, BTRC imposed operational restrictions on Grameenphone by stopping No Objection Certificates (NOCs) and approvals on import
of products, services, and equipment. Late August 2019, Grameenphone filed both a civil case (title suit) to the District Court contesting the
Demand and an injunction application with a request to stay the suspension of NOCs and to restrain BTRC from taking any steps in enforcing the
Demand. The District Court rejected the application for injunction. Grameenphone appealed before the High Court Division (HCD) on 17 September
2019. On 17 October 2019, HCD passed an injunction order restraining BTRC, for a period of two months, from taking any steps to realise or enforce
the Demand and suspend NOCs for import of equipment/software and approvals of tariff/service packages etc. (the “HCD order”). The HCD order
was appealed by BTRC to the Appellate Division of the Supreme Court (AD) and on 24 November 2019 the AD decided that the HCD order shall be
maintained, subject to payment of NOK 1.9 billion by Grameenphone; otherwise, the HCD order would stand vacated.
On 20 and 24 February 2020, the AD ordered the payment of the deposit of NOK 1.9 billion to BTRC to be made in two equal instalments within 24
February 2020 and 31 May 2020. Both instalments were paid before the due dates and recognised as non-current financial assets (see note 27).
Further, AD directed BTRC to allow Grameenphone to carry on its business without any hindrance and fixed the matter on 31 May 2020 for passing
further order. Due to the COVID-19 situation in Bangladesh, the meeting was postponed, and no new date has been set. BTRC has lifted the
operational restrictions on the import of equipment/software and approvals of tariff/service packages etc. The original Title suit, where the court is
supposed to assess the merits of the Demand, is pending at the District Court. BTRC submitted their response in the title suit in District Court 26
May 2022. The court requested the parties to respond to the commencement of a possible mediation process, pursuant to local law.
One of the claims that BTRC has presented to Grameenphone in the BTRC-case is related to a dispute as to how VAT on the payment of 2G license
fee shall be handled. The dispute is whether VAT is included in the license fee or excluded and thereby needs to be added and paid separately. The
claim represents an exposure of NOK 0.8 billion, excluding interests and penalty. Grameenphone was under legal obligation to deduct 15% VAT at
source from the payment to BTRC, however BTRC stipulated in the License Renewal Guideline to make payment without any deduction. In 2011 the
mobile operators in Bangladesh challenged the new guideline before the High Court Division. The High Court Division has directed Grameenphone
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 124
to pay 100% of the license fee to BTRC, 15% VAT to the NBR and thereafter exercise a rebate right for VAT. However, the rebate was denied by NBR
due to BTRC not being VAT registered. Grameenphone, BTRC and NBR filed appeals against the verdict before the Appellate Division of the
Supreme Court (AD) on various grounds.
The hearing started on 26 July 2022 before the AD and the verbal judgement was pronounced on 10 January 2023, disallowing the appeal of
Grameenphone and allowing the appeals of NBR (challenging the judgement of Grameenphone’s rebate right). Moreover, the appeal of BTRC
(challenging the judgement relating to declaring imposition of Market Competition Factor on Spectrum Assignment in 2008 as illegal) has been
disposed of, which will be clarified when the written judgement is available. Upon receiving written judgement, Grameenphone will take necessary
steps subject for further assessment including the relevant parts of BTRC audit demands.
Singapore and Bangladesh have entered a Bilateral Investment Treaty (BIT) and in October 2019, Telenor Asia Pte Ltd, a Telenor subsidiary being a
shareholder in Grameenphone and domiciled in Singapore, sent a notice to the President of Bangladesh to initiate discussions as a first step in an
attempt to resolve issues arising from the audit dispute between Grameenphone and BTRC pursuant to the procedural mechanisms in such BIT.
As set out above, Telenor’s and Grameenphone’s position is that the BTRC claims are unjustified. Grameenphone has performed a detailed
assessment and obtained legal advice for each of the line items in the Demand. The errors in the BTRC audit-findings, the unprecedented long
period covered by the audit (more than 20 years backwards), the inclusion of already settled/resolved items, the erroneous claim on behalf of third
parties and the inclusion of sub-judice items in conjunction with the absence of merit based determination through any solution process, create
significant uncertainty about the validity of the demand and outcome of the dispute.
SIM tax on replacement SIM cards
The Large Taxpayer Unit-VAT has issued three notices to Grameenphone claiming SIM tax of in total NOK 1.4 billion (excl. interest) on the
replacement of SIM cards issued during three time periods from July 2007 to June 2015. In 2019 and 2020, the VAT Appellate Tribunal gave
decisions in Grameenphone’s disfavour in two of the three periods (2007-2011 and July 2012-June 2015), representing a total demand of NOK 1.3
billion (excl. interest). Grameenphone has appealed the decisions to the High Court Division of the Supreme Court who passed stay orders on these
two decisions by the Tribunal until final adjudication.
Dtac, Thailand
Revenue share and deduction of interconnect expenses in dtac (Thailand)
In January 2021, the two Thailand’s state-owned telecom companies TOT Public Company Limited (TOT) and CAT Telecom Public Company Limited
(CAT) merged and became National Telecom Public Company Limited (NT). The disputes mentioned below were initiated prior to the merger, as
disputes with CAT, but as a result of the merger, NT is now dtac’s counterpart in these proceedings.
Dtac is involved in industry disputes with NT related to the calculation of revenue share in the now expired concession. The issue of the disputes is
whether dtac had the right to deduct interconnect expenses from its interconnect revenues to be used as basis for calculating the payment of
concession fee to NT. Since late December 2019, various arbitration panels have made decisions in dtac’s favor and disfavor for concession years
16 to 20. Pursuant to these awards, dtac has an obligation to pay an approximate total amount of NOK 5.3 billion. Dtac has appealed the negative
awards to the Central Administrative Court. For the disputes related to concession years 21 to 27 (16 September 2011 to 15 September 2018), NT has
previously presented claims of NOK 4.5 billion in total (excl. penalty and interest). During second quarter 2022, the Arbitral Tribunal allowed NT to
increase the claimed amount by NOK 0.4 billion, since interconnect revenues dtac received from other telecom operators was higher than the
amounts stated in NT’s statement of claim.
Revenue share - deduction of excise tax
On 11 January 2008, National Telecom PCL (NT) submitted a claim to the Arbitration Institute in Thailand requesting dtac to make concession
revenue sharing payments for the concession period 16 September 2002 to 15 September 2006 amounting to NOK 6.6 billion including VAT and
penalties. The basis for the claim is that revenue share paid by dtac to NT was made after deduction of excise tax. Dtac’s opinion is that it was
entitled to deduct excise tax pursuant to resolutions made by the Thai Council of Ministers on 11 February 2003 and a letter issued by NT on 27
March 2003. On 28 May 2012, the Thai Arbitral Tribunal rendered an award in favor of dtac and dismissed NT's claim. However, on 31 August 2012,
NT filed a lawsuit with the Central Administrative Court in Thailand in order to revoke the Arbitral Tribunal's award. On 29 January 2016, dtac was
notified by the Central Administrative Court in Thailand that the court had decided the case in dtac's favor. NT appealed the case to the Supreme
Administrative Court in Thailand. On 10 January 2023, the Supreme Administrative Court uphold the judgement of the Administrative Court of First
Instance to dismiss CAT’s statement of claim to revoke the arbitral award requested. The case is thereby closed in dtac’s favour.
Foreign ownership
One of dtac's competitors made a number of complaints to the Thai Police and the Thai Ministry of Commerce early in 2011, that dtac is in breach of
the Foreign Business Act (FBA) limiting foreign ownership to 49% of the share capital without special governmental permission.
In addition, on 22 September 2011, one of dtac's minority shareholders (holding 100 shares in dtac) filed a complaint against the state agency,
National Broadcasting and Telecommunication Commission (NBTC), with the Central Administrative Court in Thailand alleging that NBTC (as an
administrative agency) has negligently failed to perform its duties in allowing dtac to operate its telecom business. The Central Administrative
Court in Thailand has issued a summons requesting dtac to become a co-defendant in these proceedings. On 26 November 2015, the Central
Administrative Court in Thailand ruled that the court cannot revoke dtac's right to operate. However, the court has ordered NBTC to investigate
whether dtac is in breach of the FBA. Both NBTC and dtac have filed an appeal to the Supreme Administrative Court in Thailand.
Currently, these two cases are under the consideration of the Royal Thai Police and the Supreme Administrative Court in Thailand. Telenor believes
that the ownership structure in dtac was and still is in accordance with Thai law as well as established practices in Thailand.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 125
India
Licences and spectrum
Telenor’s previous operations in India are subject to a number of disputes with the Indian Department of Telecommunications (DoT), which remain
to be concluded. Telenor has provided guarantees for certain claims to the current owner Bharti Airtel. Refer to note 12 Held for sale and
discontinued operations for further information about the guarantee and provisions related to the period Telenor owned the business in India.
One of the disputes relate to the basis for calculation of licence fees and spectrum usage charges for the entire duration of Telenor’s operations in
India. DoT has issued several revised and new demand notices in the mentioned matter against Telenor’s Indian subsidiaries during the last years. In
a ruling in the fourth quarter of 2019 and in subsequent court orders in 2020, the Supreme Court of India upheld DoT’s view on the determination of
the licence fees and spectrum usage. These rulings have bearing on demands amounting to approximately NOK 3.5 billion. Interest accruals on
demand notices received will apply and are currently estimated to NOK 0.9 billion for demand notices covered by the Supreme Court orders. For
demand notices received, not covered by the Supreme Court orders, there are ongoing reviews performed by DoT and continued dialog between
Telenor and DoT. Telenor has settled NOK 0.5 billion of the mentioned demands.
On 2 February 2012, the Indian Supreme Court quashed (cancelled) all 122 2G licences awarded in 2008, including those granted to Telenor
subsidiary at the time, Unitech Wireless. The Indian Supreme Court ordered that all such 2G licences and spectrum should be auctioned. The
spectrum auction was completed in November 2012 and Telenor, through Telewings, secured spectrum licences in 6 circles. In February 2013, the
Indian Supreme Court ordered the payment of retroactive spectrum fees for the licences quashed in February 2012. DoT issued a notice in
November 2014 to Unitech Wireless seeking an explanation as to why retrospective spectrum fee payment should not be recovered by DoT
pursuant to the February 2013 order of the Indian Supreme Court. Telenor replied to the above notice in December 2014. However, on 14 February
2017, DoT issued a demand notice of NOK 0.9 billion (including interest). Telenor has challenged such demand and the interpretation by DoT of the
Indian Supreme Court judgment before the Telecom Disputes Settlement and Appellate Tribunal in India. A stay order is currently in place.
DoT has further issued a notice to 8 entities of Unitech Wireless relating to a financial penalty of NOK 1.3 billion imposed, due to an alleged violation
of a merger approval for the Unitech Wireless entities. Telenor has contested the basis for the claim.
Telenor Pakistan
Licence renewal
Telenor Pakistan’s 900 MHz and 1800 MHz spectrum licence expired on 25 May 2019, and the renewal fee was set to NOK 4.0 billion by the Pakistan
Telecommunication Authority (PTA) for an extension period of 15 years. Telenor Pakistan disagreed with the terms and conditions for renewal,
primarily on the price. Telenor Pakistan believed that the renewal price should be NOK 2.5 billion, which is the same as for prior renewals for other
operators. Accordingly, Telenor Pakistan challenged the terms and conditions for renewal of said licence in Islamabad High Court.
On 19 July 2021, the High Court decided the case in Telenor Pakistan’s disfavour. Telenor Pakistan appealed the case to the Supreme Court on 31
August 2021. In December 2021, Telenor Pakistan signed the licence under protest whilst waiting for the Supreme Court’s hearing of the case. On 25
May 2022, the Supreme Court rejected the appeal. The right-of-use asset and lease liability related to this licence has been adjusted accordingly,
see further information in note 16. Telenor Pakistan is still waiting for the written Supreme Court decision and will assess to file a review petition.
Telenor Pakistan has paid a total of NOK 2.8 billion (USD 359 million excl. interest) of the demanded license renewal fees. See note 18 for further
information about impairment of Pakistan following the Supreme Court ruling.
Telenor Norway
ESA
EFTA Surveillance Authority (ESA) and the Norwegian Competition Authority (NCA) initiated an inspection of Telenor Norge AS on 4 December 2012
based on the suspected abuse of a dominant position and/or anti-competitive collaboration in the Norwegian mobile market. On 29 June 2020 ESA
issued a decision against Telenor Norway and Telenor ASA with a fine of NOK 1.2 billion for abuse of dominant position in Norway. The investigation
has covered a number of issues, but the final decision only concerns the alleged insufficient margins between Telenor’s wholesale prices and
prices for mobile broadband to residential customers when sold on a stand-alone basis between 2008 and 2012. The case rests on a number of
legal, economic, and factual considerations, on which ESA and Telenor have different opinions. Telenor has paid the fine in accordance with the
obligation in the decision. Telenor appealed the decision to the EFTA Court on 28 August 2020. On 5 May 2022, the EFTA Court rejected Telenor’s
appeal and the case is thereby final and closed.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 126
NOTE 24
Trade and other payables
Accounting policies
Trade and other payables relate to amounts owed to suppliers and customer contract liabilities include amounts received from a customer that
exceed the revenue recognised, for example prepaid subscriptions. Customer contract liabilities are expected to be realised within in the Group’s
normal operating cycle and are classified as current.
Trade and other payables
NOK in millions
Category
2022
2021
Trade payables
7 955
9 082
Accruals
12 322
13 530
Total trade payables and accruals as of 31 December
FLAC
1)
20 277
22 612
Contract liabilities
5 013
6 001
Government taxes, tax deductions etc.
2 937
3 707
Total other payables as of 31 December
NF
2)
7 950
9 708
Total trade and other payables as of 31 December
28 227
32 320
1)
FLAC: Financial liabilities at amortised cost.
2)
NF: Non-financial assets and liabilities.
Specification of customer contract liabilities
NOK in millions
2022
2021
Balance as of 1 January
6 001
6 785
Revenue recognised that was included in opening balance
(4 677)
(6 063)
New contract liabilities less transfer to revenue
4 646
5 990
Disposal of companies
( 897)
-
Currency and other effects
( 59)
( 206)
Reclassified to liabilities held for sale
-
( 505)
Balance as of 31 December
5 013
6 001
Customer contract liabilities comprise Group’s obligation to transfer services to its customers for which it has received consideration in advance.
This includes unearned revenue relating to prepaid services, connection fee not considered to be a separate performance obligation, and other
contract liabilities.
NOTE 25
Contractual commitments
Telenor has entered into agreements with fixed payments in respect of the following as of 31 December 2022 and as of 31 December 2021.
2022
NOK in millions
2023
2024
2025
2026
2027
After 2027
Contractual purchase obligations
IT-related agreements
246
50
4
-
-
-
Other contractual obligations
4 490
1 164
43
32
32
27
Committed investments
Property plant and equipment and intangible assets
2 242
18
10
10
10
20
Total contractual obligations
6 978
1 233
57
42
42
47
2021
NOK in millions
2022
2023
2024
2025
2026
After 2026
Contractual purchase obligations
IT-related agreements
329
28
4
-
-
-
Other contractual obligations
5 080
2 018
334
45
13
10
Committed investments
Property plant and equipment and intangible assets
3 621
9
-
-
-
-
Total contractual obligations
9 031
2 055
338
45
13
10
The tables above include agreements under which Telenor has only committed minimum purchase obligations. The table for 2021 has been
updated with changes related to other contractual obligations in Denmark.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 127
NOTE 26
Contract cost and other prepaid costs
Accounting policies
Costs of obtaining customer contracts include commissions to dealers and costs for fulfilling a contract include connection and installation of
equipment on customer premises, including direct labour and material costs. When such costs are incremental and expected to be recovered, they
are capitalised as contract cost assets and amortised over the expected customer lifetime. Renewal periods are included in the period based on
historical churn data, unless new costs are incurred on contract renewals. These costs are included in EBITDA. The practical expedient of not
capitalising contract costs that would have been amortised within 12 months has been applied.
Contract costs and other prepaid costs
NOK in millions
2022
2021
Contract costs
4 082
4 059
Governmental taxes and duties
127
138
Prepayments
3
217
Total non-current non-financial assets
4 212
4 414
Contract costs
The below tables set forth the costs capitalised and amortised during the year 2022 and 2021:
NOK in millions
As of 31 December
2021
Costs capitalised
during the year
Amortisation
- continued
operations
Amortisation
- discontinued
operations
Impairment
- discontinued
operations
Translation
Differences
As of 31 December
2022
Contract acquisition costs
4 008
2 146
(1 775)
( 174)
9
( 2)
4 041
Contract fulfilment costs
51
4
( 11)
-
-
( 3)
41
Total contract costs
4 059
2 150
(1 787)
( 174)
9
( 4)
4 082
NOK in millions
As of 31 December
2020
Costs capitalised
during the year
Amortisation
- continued
operations
Amortisation
- discontinued
operations
Impairment
- discontinued
operations
Translation
Differences
As of 31 December
2021
Contract acquisition costs
3 851
2 518
(2 086)
( 173)
-
( 101)
4 008
Contract fulfilment costs
75
21
( 25)
( 3)
( 12)
( 6)
51
Total contract costs
3 926
2 539
(2 112)
( 176)
( 13)
( 107)
4 059
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 128
NOTE 27
Financial assets and non-interest-bearing liabilities
Derivatives such as forward currency contracts and interest rate swaps are used to mitigate financial risks. Other
financial assets include commercial papers, deposits, lease receivables and equity investments.
Accounting policies
Financial assets and liabilities
A financial instrument is defined as any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of
another entity. The financial instruments are recognised in the statement of financial position when Telenor becomes a party to the contractual
provisions of the instrument, using trade date accounting. Financial assets and liabilities are offset when there is intention and legally enforceable
right to settle the contracts net.
Categories of financial assets and liabilities
The categorisation of the financial instrument for measurement purposes is based on the objective and the contractual cash flow characteristics
determined at initial recognition. Telenor does not apply the fair value option.
Telenor has financial assets classified in the following measurement categories:
●
FAAC - financial assets at amortised cost. Consist of financial assets held to collect contractual cash flows that are solely payments of
principal and interest.
●
FVTOCI - financial assets at fair value through other comprehensive income. Consist of equity investments not held for trading.
●
FVTPL - financial assets at fair value through profit or loss. Include derivatives not designated for hedging purposes, assets held for
trading and financial assets that are not classified in one of the other categories.
Telenor has financial liabilities classified in the following categories:
●
FLAC - financial liabilities at amortised cost. Consist of liabilities that are not a part of the category at fair value through profit or loss.
●
FVTPL - financial liabilities at fair value through profit or loss. Include derivatives not designated for hedging purposes and other liabilities
held for trading.
Equity investments
Equity investments include equity instruments and capital contribution to Telenor Pension Fund. Equity investments not held for trading are
financial assets with changes in fair value through other comprehensive income (FVTOCI). Unrealised gains and losses are reclassified within equity
from other reserves to retained earnings when the investment is disposed. Equity investments held for trading are financial assets with changes in
fair value through profit and loss (FVTPL), and transaction costs are immediately expensed. Telenor does currently not have equity instruments held
for trading.
Derivatives
Telenor uses derivative financial instruments such as forward currency contracts, interest rate swaps and cross currency interest rate swaps to
hedge its risks associated with interest rate and foreign currency fluctuations. The derivative financial instruments are measured at fair value. Any
gains or losses arising from changes in fair value on derivatives that are not cash flow hedges or hedges of net investments are recognised in the
income statement as financial income or expense.
Embedded derivatives
Embedded derivatives are separated from the host contract and recognised at fair value, except when the risks and economic characteristics are
closely related to the host contract and the host contract is not carried at fair value. The currency derivative embedded in committed purchase or
sales contracts are not separated when the payment is in one of the party’s functional currency or in a commonly used currency in the relevant
economic environment. Unrealised gains or losses are recognised in the income statement.
Other current and non-current financial assets
Financial assets such as various receivables and deposits initially recognised at fair value including directly attributable transactions costs and
subsequently measured at amortised cost using the effective interest rate method. These financial assets are adjusted for provision for
impairment in accordance with the expected credit loss model.
Lease receivables
In finance leases, a lease receivable is recognised based on future expected lease payments, and finance income is allocated using a constant
periodic rate of return over the lease term. In a transaction for which an underlying asset is sub-leased to a third party, the sublease is classified as a
finance or operating lease by reference to the right-of-use asset arising from the head lease. See note 3 for further information about operation
lease revenue.
Supply chain financing agreements
In supply chain financing agreements, the payables are reclassified from trade payables to current non-interest bearing liabilities when the
financing arrangements are linked to the payment terms of the contract with the vendor. The current liability is presented as non-interest bearing
as the payment of interest is carried by the vendor. When the financial institution makes the payment to the vendor, an operational cash outflow is
presented in the Statement of Cash Flows if it is related to operating activities and cash outflow from investing activities if it is related to investing
activities. At the same time a financial cash inflow reflecting that a financial liability has been obtained. The subsequent payment of the financial
liability is presented as financial cash outflow in the cash flow statement. Supply chain financing arrangements that do not have any link to payment
terms or any other parts of the contract with the vendor are classified as trade payables. Cash outflow from such arrangements are presented as
operating activities in the Statement of Cash Flows.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 129
Non-current financial assets
NOK in millions
Fair value level
4)
Category
2022
2021
Equity investments
3
FVTOCI
1)
937
975
Financial derivatives
2
FVTPL
2)
248
59
Financial derivatives designated for net investment hedge
2
713
27
Other financial non-current non-interest-bearing assets
FAAC
3)
3 066
3 318
Fair value hedge instruments
2
25
927
Other financial non-current interest-bearing assets
FAAC
3)
3 230
970
Finance lease receivable
5)
1 046
1 356
Total non-current financial assets as of 31 December
9 264
7 632
1)
FVTOCI: Fair value through other comprehensive income.
2)
FVTPL: Fair value through profit and loss.
3)
FAAC: Financial assets at amortised cost.
4)
For information about the fair value level of financial instruments, see note 32.
Equity investments
Equity investments (FVTOCI) include capital contribution to Telenor Pension Fund of NOK 0.3 billion and other equity investments of NOK 0.6 billion
(NOK 0.3 billion and NOK 0.7 billion in 2021, respectively).
Other financial non-current non-interest-bearing assets
Other financial non-current non-interest-bearing assets as of 31 December 2022 includes a deposit of NOK 1.9 billion paid to the Bangladesh
Telecommunication Regulatory Commission (BTRC, see note 23), long term deposits of NOK 0.3 billion and other non-current receivables of NOK
0.9 billion (NOK 2.0 billion, NOK 0.6 billion and of NOK 0.7 billion in 2021, respectively).
Other financial non-current interest-bearing assets
Other financial non-current interest-bearing assets includes a receivable against the Norwegian tax authorities of NOK 2.7 billion related to the
ongoing court case for losses on receivables on the Indian subsidiary Unitech Wireless after having repaid, as guarantor, all Unitech Wireless’
interest-bearing borrowings. In 2019, Telenor paid an amount of NOK 2.7 billion after an unfavourable decision by the Norwegian tax authorities. In
March 2022, Telenor received a favourable verdict and reversed the tax expense accordingly, see note 10.
Finance lease receivables
Telenor has recognised receivables at present value of future lease payments to be received in lease arrangements where Telenor has transferred
substantially all the risks and rewards incidental to ownership of the underlying assets to the lessee. Current finance lease receivables are included
in Trade and other receivables (see note 19).
2022
2021
NOK in millions
Current
Non-current
Total
Current
Non-current
Total
Sublease of land
361
973
1 334
329
1 203
1 533
Lease of satellite
97
72
169
94
153
247
Total finance lease receivables
458
1 046
1 504
423
1 356
1 779
During 2022, the Group recognised interest income of NOK 60 million (NOK 73 million in 2021) (note 9) related to finance lease receivables.
Dtac has Tower Service Agreement with the National Telecom Public Company Limited (NT) and under the agreement, dtac transferred towers that
dtac procured under the concession agreement to operate and to provide cellular telephonic service and entered into lease agreement to use the
towers. The right to use towers from NT was recognised as right-of-use asset with corresponding lease liability. Under the agreement, dtac shall
itself have lease agreements for the land with landowners and shall receive compensation from NT for this. dtac recognised lease agreements as a
lessee with the landowners for the land related to transferred towers to NT with related lease liabilities. Right-of-use assets related to land was
derecognised on 1 January 2019 based on the sublease arrangement with NT and a finance lease receivable was recognised with reference to the
tenure of the agreement with NT.
The Group entered into a long-term lease with UPC on 1 April 2017 for the lease of 9 transponders on Thor 6, where the final payment from UPC will
be made in January 2025. According to the agreement, substantially all the risks and rewards related to Thor 6 are transferred to UPC, and
accordingly a finance lease receivable was recognised at present value, which represents the deferred payments to be received until January 2025.
The following table sets forth the maturity analysis of lease receivables:
NOK in millions
2022
2021
Less than 1 year
506
438
1 to 2 years
445
449
2 to 3 years
384
415
3 to 4 years
272
360
4 to 5 years
-
269
After 5 years
-
-
Total undiscounted lease payments receivable
1 607
1 931
Unearned interest income
( 103)
( 152)
Net investment in leases
1 504
1 779
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 130
Current financial assets
NOK in millions
Fair value level
3)
Category
2022
2021
Assets held for trading
2
FVTPL
1)
50
48
Bonds and commercial papers > 3 months
FAAC
2)
277
327
Financial derivatives
2
FVTPL
1)
29
1
Financial derivatives designated for net investment hedge
2
2
320
Fair value hedge instruments
2
2
143
Total other current financial assets as of 31 December
361
839
Non-current non-interest-bearing liabilities
NOK in millions
Fair value level
3)
Category
2022
2021
Financial derivatives
2
FVTPL
1)
149
156
Financial derivatives designated for net investment hedge
2
1 306
950
Other non-current non-interest-bearing liabilities
FLAC
2)
317
282
Total non-current non-interest-bearing liabilities as of 31 December
1 772
1 388
Current non-interest-bearing liabilities
NOK in millions
Fair value level
3)
Category
2022
2021
Financial derivatives
2
FVTPL
1)
3
6
Financial derivatives designated for net investment hedge
2
382
669
Other current non-interest-bearing liabilities
FLAC
2)
1 308
1 294
Total current non-interest-bearing liabilities as of 31 December
1 694
1 969
1)
FVTPL: Fair value through profit and loss.
2)
FLAC: Financial liabilities at amortised cost.
3)
For information about the fair value level of financial instruments, see note 32.
Other current non-interest-bearing liabilities include liabilities to financing institutions under supply chain financing programs of NOK 616 million as
of 31 December 2022 (NOK 596 million as of 31 December 2021).
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 131
NOTE 28
Equity
Paid-in capital
NOK in millions, except number of shares
Number of shares
Share capital
Other paid in capital
Treasury shares
Total paid-in capital
Equity as of 1 January 2021
1 399 458 033
8 397
69
-
8 466
Share buyback
-
-
-
-
-
Cancellation of shares
-
-
-
-
-
Equity as of 31 December 2021
1 399 458 033
8 397
69
-
8 466
Share buyback
-
-
-
-
-
Cancellation of shares
-
-
-
-
-
Equity as of 31 December 2022
1 399 458 033
8 397
69
-
8 466
Nominal value per share is NOK 6.
At the Extraordinary General Meeting on 26 January 2023, The Board of Directors authorised a new share buyback program. At the same time the
company has the intention to enter into an agreement with the Norwegian State represented by the Ministry of Trade, Industry and Fisheries to buy
back shares for the purpose of cancellation of shares and write-down of share capital in order to maintain the Government proportion of the total
shares. The Board of Directors is authorised to acquire up to 47 000 000 own shares with nominal value of NOK 282 million which corresponds to
approximately 3.4% of the company’s share capital. The share buyback is limited to NOK 3.7 billion. The authorisation is valid until 31 December
2023.
Other reserves
NOK in millions
Net unrealised
gains/(losses)
reserve
Employee
equity bene-
fits reserve
Pension
remeasure-
ment reserve
Transactions
with non-
controlling
interests
Share of equity
adjustments and
other
comprehensive
income in
associated
companies
Other equity
transactions
Total other
reserves
Equity as of 1 January 2021
117
403
298
-
1 469
(24 302)
(22 014)
Other comprehensive income (loss), net of taxes
134
-
204
-
76
-
415
Share-based payment
-
66
-
-
-
-
66
Equity adjustments in associated companies
-
-
-
-
3
-
3
Equity as of 31 December 2021
251
469
503
-
1 548
(24 302)
(21 530)
Other comprehensive income (loss), net of taxes
157
-
520
-
46
-
723
Share-based payment
-
61
-
-
-
-
61
Other changes in other reserves during 2022
408
531
1 023
-
1 594
(24 302)
(20 746)
Net unrealised gains/losses reserve
This reserve includes unrealised gains and losses arising from changes in fair value of equity investments are recognised directly in other
comprehensive income until the investment is disposed of, at which time the cumulative gain or loss is reclassified within equity from other
reserves to retained earnings.
Employee equity benefits reserve
Share-based payments represents cost charged to income statement over the vesting period based on the fair value measured at grant date for
equity-settled share-based payments provided to employees, including key management personnel, as part of their remuneration. In 2022, the
Group paid NOK 27 million (did not pay any bonus share in 2021) related to the equity-settled share-based program.
Please refer to note 37 and chapter 12 in the corporate governance section of the Board of Directors’ report for further details on these
programmes.
Pension re-measurement
This reserve includes the effect of re-measurement of pension obligations arising due to change in assumptions, such as discount rate and long-
term demographic trends.
NOK in millions
Pension
remeasurement
Income taxes
Net pension
remeasurement
Equity as of 1 January 2021
406
( 107)
298
Other comprehensive income (loss)
259
( 54)
204
Equity as of 31 December 2021
665
( 161)
503
Other comprehensive income (loss)
657
( 137)
520
Equity as of 31 December 2022
1 322
( 299)
1 023
See note 21 for more information relating to pension obligations.
Share of equity adjustments and other comprehensive income in associated companies
This reserve includes underlying adjustments to equity in associated companies, such as other comprehensive income, share buybacks and
transactions with non-controlling interests.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 132
Other equity transactions
This includes the decrease in other reserves as a result of acquisition and sale/cancellation of treasury shares and the increase as a result of
transfers from other paid-in capital, including transfers from other paid-in capital related to cancellation of treasury shares. The price paid in excess
of the nominal value of the shares reduces this reserve.
Cumulative translation differences
NOK in millions
Foreign currency
translation
Net investment
hedge
Income taxes
Net translation
differences
Equity as of 1 January 2021
1 424
(5 565)
964
(3 181)
Changes during 2021, excluding effects of disposal
(3 355)
2 447
( 538)
(1 446)
Net changes during 2021
(3 355)
2 447
( 538)
(1 446)
Equity as of 31 December 2021
(1 931)
(3 118)
426
(4 627)
Changes during 2022, excluding effects of disposal
1 695
(1 402)
308
602
Amount reclassified from other comprehensive income to income
statement on disposal
370
233
-
603
Net changes during 2022
2 066
(1 170)
308
1 205
Equity as of 31 December 2022
135
(4 287)
734
(3 422)
During 2022, a loss of NOK 370 million was reclassified from other comprehensive income to income statement which mainly consisted of NOK 789
million currency loss on disposal of Telenor Myanmar, NOK 450 million gain on disposal of Digi as a subsidiary and recognised its 32.47% share of
the associated company CelcomDigi and NOK 42 million currency loss on disposal of Wave Money. See note 35 for more information
During 2021, there was no reclassification from other comprehensive income to income statement.
In 2022, the translation difference gain on net investment in foreign operations was caused by depreciation of the Norwegian Krone against Danish
Krone, Euro, Thai Bath, and Malaysian Ringgit. The appreciation of Danish Krone by 5%, Euro by 5%, Thai Bath by 7% and Malaysian Ringgit by 6%
against Norwegian Krone had the most significant impact on the translation difference gain.
In 2022, a loss of NOK 233 million was reclassified from other comprehensive income to income statement on net investment hedge item related to
Digi disposal.
In 2021, the translation difference loss on net investment in foreign operations was caused by appreciation of the Norwegian Krone against all the
functional currencies of the Group’s investments except the Bangladeshi Taka. The depreciation of Euro by 5%, Swedish Krone by 7%, Thai Bath by
7%, Danish Krone by 5%, Pakistani Rupee by 6% and Myanmar Kyat by 23% against Norwegian Krone had the most significant impact on the
translation difference loss.
Non-controlling interests
NOK in millions
Country of
incorporation
and
operation
Non-controlling
interests share of
net income (loss)
2022
Non-controlling
interests share of
net income (loss)
2021
Non-controlling
interests in the
statement of
financial position
31.12.22
Non-controlling
interests in the
statement of
financial position
31.12.21
Non-controlling
interests share of
dividend in 2022
Non-controlling
interests share of
dividend in 2021
Digi.Com Bhd
Malaysia
999
1 227
-
686
1 136
1 196
Grameenphone Ltd.
Bangladesh
1 372
1 523
1 948
2 255
1 595
1 616
Total Access Communications
Plc (dtac)
Thailand
296
314
2 316
2 287
419
484
Others
( 2)
( 1)
( 28)
( 23)
9
-
Total
2 665
3 063
4 236
5 206
3 159
3 296
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 133
Summarised financial information for subsidiaries with significant non-controlling interests
Summarised statement of financial position as of 31 December:
2022
2021
NOK in millions
Digi.Com Bhd
Grameenphone Ltd
Total Access
Communications
Plc (dtac)
Digi.Com Bhd
Grameenphone Ltd
Total Access
Communications
Plc (dtac)
Current assets
-
1 155
6 849
3 251
1 010
6 189
Non-current assets
-
16 518
40 177
14 077
15 680
40 786
Current liabilities
-
(8 876)
(12 501)
(6 318)
(8 731)
(12 517)
Non-current liabilities
-
(4 531)
(25 636)
(9 053)
(3 032)
(25 917)
Total equity
-
4 265
8 888
1 958
4 927
8 541
Attributable to:
Equity holders of Telenor ASA
-
2 317
6 572
1 271
2 672
6 254
Non-controlling interests
-
1 948
2 316
686
2 255
2 287
Summarised comprehensive income information 1 January – 31 December:
2022
2021
NOK in millions
Digi.Com Bhd
Grameenphone Ltd
Total Access
Communications
Plc (dtac)
Digi.Com Bhd
Grameenphone Ltd
Total Access
Communications
Plc (dtac)
Revenues
-
15 508
22 107
-
14 464
21 878
Net income
-
3 188
960
-
3 460
979
Total comprehensive income
-
2 917
1 544
-
3 511
313
Attributable to non-controlling interests
-
1 372
296
-
1 523
314
Summarised cash flow information 1 January – 31 December:
2022
2021
NOK in millions
Digi.Com Bhd
Grameenphone Ltd
Total Access
Communications
Plc (dtac)
Digi.Com Bhd
Grameenphone Ltd
Total Access
Communications
Plc (dtac)
Operating activities
5 239
6 418
7 058
5 343
5 623
6 779
Investing activities
(7 809)
(2 224)
(3 318)
(1 481)
(1 899)
(3 915)
Financing activities
2 123
(4 135)
(3 171)
(4 066)
(3 708)
(3 691)
Effect of exchange rate changes on cash and
cash equivalents
14
( 23)
90
( 6)
4
( 121)
Net increase/(decrease) in cash and cash
equivalents
( 433)
36
659
( 210)
19
( 947)
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 134
NOTE 29
Lease liabilities
This note gives further information about the lease liabilities of Telenor, such as lease liabilities per currency and
subsidiary in addition to the maturity profile. Refer to note 16 for description of accounting policies and key
judgments and estimates relating to lease liabilities and right-of-use assets.
Lease liabilities measured at amortised cost
2022
2021
NOK in millions
Current
Non-current
Total
Current
Non-current
Total
Lease liability related to spectrum licences
2 931
11 944
14 875
2 264
12 496
14 760
Lease liability related to other lease contracts
3 743
12 473
16 216
4 713
15 604
20 317
Total lease liabilities
6 674
24 417
31 091
6 977
28 101
35 077
Distribution of lease liabilities per currency and subsidiary as of 31 December 2022
2022
2021
NOK in millions
Currency
Spectrum
licences
Other lease
contracts
Total
Spectrum
licences
Other lease
contracts
Total
Subsidiary
dtac
THB
8 696
4 348
13 044
9 350
5 062
14 412
Digi
MYR
-
-
-
1 776
3 428
5 204
Grameenphone
BDT
2 242
2 714
4 955
1 230
2 059
3 289
Pakistan
PKR
-
1 953
1 953
-
2 339
2 339
Pakistan
USD
1 006
-
1 006
88
-
88
Norway
NOK
1 918
379
2 298
1 401
351
1 752
Sweden
SEK
32
1 690
1 721
36
1 875
1 912
Denmark
DKK
728
678
1 406
585
569
1 154
Finland
EUR
253
1 557
1 810
294
1 589
1 883
Other units
NOK
-
2 898
2 898
-
3 044
3 044
Total subsidiaries
14 875
16 216
31 091
14 760
20 317
35 077
Lease liabilities maturity profile
NOK in millions
Total as of
31.12.22
< 1 year
2 years
3 years
4 years
5 years
6 years
7 years
8 years
9 years
10 years
>10 years
Lease liabilities - spectrum licences
14 875
2 931
2 363
1 947
2 012
1 891
863
875
901
424
213
455
Lease liabilities - other lease contracts
16 216
3 743
3 745
2 935
1 894
970
508
412
362
308
193
1 146
Sum of lease liabilities
31 091
6 674
6 109
4 883
3 906
2 861
1 371
1 286
1 263
732
406
1 601
Future interest payments
3 618
945
742
556
408
289
202
161
122
83
61
49
Total including future interest
payments
34 709
7 619
6 851
5 439
4 314
3 150
1 573
1 447
1 385
815
466
1 650
NOK in millions
Total as of
31.12.21
< 1 year
2 years
3 years
4 years
5 years
6 years
7 years
8 years
9 years
10 years
>10 years
Lease liabilities - spectrum licences
14 760
2 264
1 812
1 852
1 839
1 864
1 768
800
798
811
352
600
Lease liabilities - other lease contracts
20 317
4 713
3 752
3 650
2 944
1 995
796
465
316
226
161
1 299
Sum of lease liabilities
35 077
6 977
5 564
5 503
4 783
3 858
2 565
1 265
1 114
1 037
514
1 899
Future interest payments
4 672
1 158
927
744
562
404
277
192
151
114
80
63
Total including future interest
payments
39 749
8 135
6 491
6 247
5 345
4 263
2 842
1 457
1 264
1 151
594
1 961
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 135
NOTE 30
Interest-bearing liabilities
The non-current debt in Telenor mainly consists of bonds issued under the EMTN programme (Euro Medium Term
Note), bonds issued in other markets and bank loans. Forward contracts and cross currency swaps are used to
hedge foreign exchange rate risk for certain assets.
Accounting policies
Interest-bearing liabilities are initially measured at fair value net of transaction costs and are subsequently measured at amortised cost using the
effective interest-rate method (FLAC). In addition, where fair value hedge accounting is applied the hedged liabilities are adjusted for gains and
losses attributable to the risk being hedged. On extinguishment of debt, in whole or in part, the difference between the carrying amount of the
liability and the consideration paid is recognised in the income statement.
Interest-bearing liabilities
2022
2021
NOK in millions
Current interest-
bearing liabilities
Non-current
interest-bearing
liabilities
Total
Current interest-
bearing liabilities
Non-current
interest-bearing
liabilities
Total
Interest-bearing liabilities measured at amortised cost
Bank loans
1 586
2 349
3 935
2 783
3 331
6 115
Bonds
6 969
76 529
83 498
6 423
83 781
90 204
Other liabilities
604
194
798
70
579
648
Interest-bearing liabilities measured at fair value
Fair value hedge instruments
10
3 652
3 662
-
120
120
Total interest-bearing liabilities
9 169
82 724
91 893
9 276
87 811
97 087
Fair value of debt
1)
99 389
99 389
Of which fair value hierarchy level 1
2)
92 421
92 421
Of which fair value hierarchy level 2
2)
6 968
6 968
1)
Excluding lease liabilities and licence obligations.
2)
For information about the fair value hierarchy for valuation of financial instruments, see note 32.
Non-current interest-bearing liabilities
2022
2021
NOK in millions
Currency
Debt before the
effect of currency
swaps
Debt adjusted for
the effect of
currency swaps
2)
Debt before the
effect of currency
swaps
Debt adjusted for
the effect of
currency swaps
2)
Company
Telenor ASA
EUR
60 714
35 496
62 981
39 014
NOK
1)
-
(2 735)
-
(2 735)
SEK
4 248
15 670
4 376
16 152
USD
-
13 612
-
15 540
Total Telenor ASA
64 962
62 044
67 357
67 970
DNA - Finland
EUR
2 601
2 601
2 454
2 454
dtac - Thailand
THB
14 967
14 967
13 558
13 558
Digi - Malaysia
MYR
-
-
3 863
3 863
Other non-current interest-bearing liabilities
194
194
578
578
Total subsidiaries
17 762
17 762
20 454
20 454
Total non-current interest-bearing liabilities
82 724
79 805
87 811
88 424
1)
Telenor ASA’s debt position in Norwegian Kroner is a net asset position when including currency swaps.
2)
Debt adjusted for currency swaps includes financial instruments that are not classified as interest-bearing liabilities in the statement of financial position.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 136
Current interest-bearing liabilities
2022
2021
NOK in millions
Currency
Debt before the
effect of currency
swaps
Debt adjusted for
the effect of
currency swaps
2)
Debt before the
effect of currency
swaps
Debt adjusted for
the effect of
currency swaps
2)
Company
Telenor ASA
NOK
1)
-
3 335
-
(558)
EUR
1)
5 263
963
4 992
(658)
SEK
-
236
-
351
MYR
-
2 224
-
2 106
THB
-
3 624
-
5 093
USD
1)
-
(4 782)
-
(1 000)
Total Telenor ASA
5 263
5 599
4 992
5 333
dtac - Thailand
THB
2 570
2 570
2 121
2 121
Digi - Malaysia
MYR
-
-
1 460
1 460
Grameenphone - Bangladesh
BDT
481
481
563
563
Pakistan
PKR
232
232
81
81
Other current interest-bearing liabilities
623
623
58
58
Total subsidiaries
3 906
3 906
4 284
4 284
Total current interest-bearing liabilities
9 169
9 505
9 276
9 617
1)
Telenor ASA’s debt positions in US Dollars as of 31 December 2022 and Norwegian Kroner, US Dollars and Euro as of 31 December 2021, are net asset positions
when including currency swaps.
2)
Debt adjusted for currency swaps includes financial instruments that are not classified as interest-bearing liabilities in the statement of financial position.
Debt issued under Telenor ASA’s EMTN programme is based on documentation that is commonly used for investment grade issuers in the
Eurobond market. This documentation contains provisions restricting the pledge of assets to secure future borrowings without granting a similar
secured status to the existing lenders (negative pledges) and contains covenants limiting disposals of assets.
Bonds issued under the EMTN programme are subject to a Change of Control Clause. Such Change of Control shall be deemed to have occurred if
a person or entity, other than the Kingdom of Norway, directly or indirectly owns or acquires more than 50% of the issued ordinary share capital of
Telenor ASA. If such Change of Control leads to a downgrade below investment grade rating, the holder of such bonds can require Telenor ASA to
redeem the principal amount together with accrued interest. The full definition of this Change of Control Clause is described in the Final Terms for
each specific bond issue.
Telenor ASA did not issue bonds under the EMTN programme in 2022. All outstanding debt issued by Telenor ASA is unsecured.
Furthermore, debt in dtac is mainly comprised of issued bonds (NOK 14.3 billion) and debt to financial institutions (NOK 3.2 billion).
The interest-bearing liabilities in subsidiaries are generally not guaranteed by Telenor ASA and are subject to standard financial covenants, some of
which limit the ability to transfer funds to Telenor ASA in the form of dividends or loans.
Refer to note 31 Capital and financial risk management for further information about capital management, maturity profile of the interest-bearing
liabilities, liquidity risk, exchange rate risk, interest rate risk and derivatives.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 137
NOTE 31
Capital and financial risk management
The objectives and policies for capital and risk management are described in this note, in addition to exposure and
sensitivity for financial risks such as liquidity risk, interest rate risk, foreign exchange risk and credit risk. Telenor
uses various types of derivatives to hedge such exposure.
Accounting policies
Hedge accounting is applied for fair value hedges and hedges of net investments in foreign operations when the hedging criteria are met. For fair
value hedges, the carrying amount of the hedged item is adjusted for gains and losses attributable to the risk being hedged. The derivative is also
measured at fair value, and gains and losses from both the hedging instrument and the hedged item are recognised in the income statement.
Hedge effectiveness is assessed on an ongoing basis, and hedge accounting is discontinued if the hedge no longer meets the hedge accounting
criteria. If the hedged item still exists and is not sold, the fair value adjustment to the hedged item attributable to the risk being hedged at de-
designation will be amortised in the income statement over the remaining time to maturity.
A hedge of a net investment in a foreign operation is accounted for in a similar way as a cash flow hedge. Foreign exchange gains or losses on the
hedging instrument relating to the effective portion of the hedge are recognised directly in other comprehensive income while any foreign
exchange gains or losses relating to the ineffective portion are recognised in the income statement. On disposal of the foreign entity, the
cumulative foreign exchange gains or losses recognised in other comprehensive income is reclassified to the income statement.
Refer to note 27 Financial assets and liabilities for further information on accounting policies for derivatives.
.
Managing capital
In recent years, Telenor has measured leverage as the ratio of Net debt to EBITDA before other items. Following the structural changes in the
portfolio, and triggered by closing of the merger in Malaysia, Telenor measures the leverage from 2022 as the ratio of Net debt to EBITDA before
other items and dividends from associated companies and joint ventures. Telenor aims to maintain a solid balance sheet through keeping leverage
ratio in the range of 1.8x to 2.3x maintain financial flexibility and ensure cost efficient funding (see page 180 for alternative performance measures).
As of 31 December 2022, the reported leverage ratio was 2.2x (2.1x as of 31 December 2021). The targeted capital structure provides a good balance
between shareholder return and a solid balance sheet with stable access to global debt markets, while also supporting Telenor’s strategic priorities.
As of 31 December 2022, Telenor ASA’s long-term credit rating was “Baa1/stable outlook” by Moody’s Investors Service and “A-/stable outlook” by
Standard & Poor’s (S&P). During 2022, Moody’s changed their rating and outlook from “A3/negative watch” to “Baa1/stable outlook”, while S&P’s
rating and outlook were unchanged throughout the year.
Key elements of the Group’s capital structure include interest-bearing debt as disclosed in note 30, cash and cash equivalents as disclosed in note
20 and equity attributable to the shareholders of Telenor ASA as presented in the consolidated statement of changes in equity and in note 28.
In order to adjust the capital structure, the Group may acquire or sell own shares, distribute dividends to shareholders, return capital to
shareholders or issue new shares. In 2022, Telenor’s shareholder remuneration via dividend was NOK 13.0 billion comprised of ordinary dividends
paid out in June 2022 (NOK 5.00 per share) and October 2022 (NOK 4.30 per share).
For the financial year 2022, the Telenor Board of Directors will propose an ordinary dividend of NOK 9.40 per share to be resolved by the Annual
General Meeting in May 2023 and paid out in two tranches of NOK 5.00 and NOK 4.40 per share in May 2023 and October 2023, respectively. The
total ordinary dividend amount proposed for the financial year 2022 is NOK 13.2 billion.
Following the successful transaction of divesting 30% of Telenor Fiber AS, Telenor Group has decided to initiate a 2023-2024 share buyback
programme. The Board of Directors of Telenor ASA held an extraordinary general meeting on 26 January 2023 asking the General Meeting for a
share buyback authorisation. The programme size will be limited to NOK 3.7 billion and up to 47 million shares.
Telenor’s shareholder remuneration policy is to aim for a year-on-year growth in dividend per share, where the annual dividends are paid in two
instalments. Buyback of own shares or extraordinary dividend pay-outs might also be used as a measure to reach a targeted leverage.
Financial risk
Telenor Group Treasury is responsible for funding and financial risk management for the parent company and subsidiaries owned, directly or
indirectly, more than 90% by Telenor ASA. Subsidiaries owned less than 90% normally have stand-alone financing and management of financial
risks. Beyond hedging activities, the Group has limited trading activities.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 138
Liquidity risk
Liquidity risk is the ability to ensure appropriate funding. The Group emphasises financial flexibility, and an important part of this is to minimise
liquidity risk through ensuring access to a diversified set of funding sources. Debt issued in the international capital market is predominately issued
under the existing EMTN programme (Euro Medium Term Note) to secure longer dated funding and under existing ECP programme (Euro
Commercial Paper) to secure shorter dated funding up to 12 months. In addition to these uncommitted loan programmes, the Norwegian domestic
capital market is used from time to time.
Telenor ASA also has a sustainability-linked committed syndicated revolving credit facility (RCF) of EUR 1.8 billion with maturity in 2025. The RCF
was undrawn as of 31 December 2022.
When permissible by local rules and regulations, subsidiaries owned 90% or more are part of Telenor ASA’s cash management framework
agreements and participate in Telenor ASA’s cash pool setup. Subsidiaries owned less than 90% have established separate framework
agreements for banking services.
Telenor ASA shall have sufficient sources of liquidity to cover expected operational liquidity needs for the next 12 months. Liquidity requirements to
fund acquisitions is considered separately.
Maturity profile of the Group’s liabilities (in nominal values)
NOK in millions
Total as of
31.12.22
< 1 year
2 years
3 years
4 years
5 years
6 years
7 years
8 years
9 years
10 years
>10 years
Not
specified
Interest-bearing liabilities
Financial Debt
91 267
8 907
14 579
12 498
11 608
7 997
6 701
11 524
717
6 310
-
10 425
-
Other interest-bearing liabilities
252
252
-
-
-
-
-
-
-
-
-
-
-
Sum of interest-bearing liabilities
1)
91 518
9 159
14 579
12 498
11 608
7 997
6 701
11 524
717
6 310
-
10 425
-
Non-interest-bearing liabilities
Trade and other payables
28 227
28 227
-
-
-
-
-
-
-
-
-
-
-
Other current non-interest-bearing
liabilities
1 308
1 308
-
-
-
-
-
-
-
-
-
-
-
Derivative financial instruments
1 841
386
923
224
125
183
-
-
-
-
-
-
-
Other non-current non-interest-
bearing liabilities
317
-
-
-
-
-
-
-
-
-
-
-
317
Sum of non-interest-bearing
liabilities
31 692
29 920
923
224
125
183
-
-
-
-
-
-
317
Total
123 211
39 080
15 502
12 721
11 733
8 181
6 701
11 524
717
6 310
-
10 425
317
Future interest payments
9 491
2 030
2 022
1 566
1 043
769
651
445
245
219
155
346
-
Total including future interest
payments
132 701
41 109
17 524
14 288
12 776
8 950
7 352
11 969
962
6 529
154
10 771
317
NOK in millions
Total as of
31.12.21
< 1 year
2 years
3 years
4 years
5 years
6 years
7 years
8 years
9 years
10 years
>10 years
Not
specified
Interest-bearing liabilities
Financial Debt
96 008
9 143
8 694
13 236
11 157
11 823
7 840
6 331
11 611
665
5 655
9 854
-
Other interest-bearing liabilities
134
134
-
-
-
-
-
-
-
-
-
-
-
Sum of interest-bearing liabilities
96 142
9 276
8 694
13 236
11 157
11 823
7 840
6 331
11 611
665
5 655
9 854
-
Non-interest-bearing liabilities
Trade and other payables
32 320
32 320
-
-
-
-
-
-
-
-
-
-
-
Other current non-interest-bearing
liabilities
1 294
1 294
-
-
-
-
-
-
-
-
-
-
-
Derivative financial instruments
1 782
675
44
284
216
387
59
54
-
-
63
-
-
Other non-current non-interest-
bearing liabilities
282
-
-
-
-
-
-
-
-
-
-
-
282
Sum of non-interest-bearing
liabilities
35 677
34 288
44
284
216
387
59
54
-
-
63
-
282
Total
131 818
43 565
8 738
13 520
11 374
12 210
7 898
6 384
11 611
665
5 718
9 854
282
Future interest payments
8 260
1 322
1 425
1 415
1 056
781
584
462
365
224
196
430
-
Total including future interest
payments
140 079
44 887
10 163
14 935
12 430
12 991
8 482
6 846
11 976
889
5 913
10 284
282
5)
The maturity tables do not include lease liabilities related to licences or other lease liabilities. See note 29 for more information on licence commitments and
lease liabilities.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 139
Interest rate risk
The Group is exposed to interest rate risk through funding and cash management activities. Changes in interest rates affect the fair value of assets
and liabilities. Interest income and interest expense in the income statement are influenced by changes in interest rates in the market. In 2022,
average interest rate for the Group was 1.8% on interest-bearing liabilities, excluding lease and licence liabilities (1.6% in 2021).
The majority of debt issued by the Group is fixed rate debt. The Group uses interest rate derivatives to manage interest rate risk of the debt
portfolio. This typically involves interest rate swaps, swapping floating interest rates to fixed interest rates and vice versa.
According to Group Policy, Telenor subsidiaries with external debt instruments shall maintain a balanced profile between fixed and floating rate
debt. The portion of the fixed rate shall be between 30% to 70% of external debt. As of 31 December 2022, the portion of fixed rate of Group’s debt
was 58% (50% as of 31. December 2021). For Telenor ASA the portion of fixed rate debt as of 31 December 2022 was 58% (55% as of 31. December
2021).
Effect from the interest rate benchmark reform
The Group is exposed to the interest rate benchmark reform (IBOR reform) through financial instruments with exposures from EURIBOR, THBFIX
(Thai Baht) and USD Libor interest rate fixings. In 2022, dtac has converted part of the exposure from THBFIX to THOR (Thai Overnight Repurchase
Rate) trough issuance of new bonds or conversion of legacy derivatives. Outside of these agreements in Thailand, there are no other effects on the
Group’s consolidated financial statements as a result of the IBOR reform. The Group has signed ISDA Fallback Protocol and supplement as part of
the transition plan to the alternative rates, further Group is in dialogue with counterparties about the IBOR reform, and this has not resulted in
changes to the Group’s risk management strategy.
The table below shows the financial instruments impacted by interest rate benchmark reform as of 31 December 2022:
Non-derivatives
Carrying amount
Derivatives
Nominal amount
NOK in millions
Bonds
EURIBOR 12 months
72 217
THBFIX 6 months
14 325
86 542
Interest Rate Swaps
EURIBOR 6 months
21 578
EURIBOR 3 months
12 631
THBFIX 6 months
2 418
USD LIBOR 6 months
-
USD LIBOR 3 months
4 607
41 235
Cross Currency Swaps
EURIBOR 6 months
11 052
EURIBOR 3 months
14 089
USD LIBOR 3 months
16 004
41 146
Derivative instruments designated as fair value hedging instruments
The majority of debt is issued using fixed rate bonds. In order to manage interest rate risk, a portion of the debt may be swapped to floating interest
rate by using interest rate swaps. Fair value hedge accounting is applied when hedge accounting criteria are met. There is an economic relationship
between the hedged items and the hedging instruments, as the terms of the interest rate swaps match the terms of the fixed rate bonds (i.e.,
notional amount, maturity, payment and rate set dates).
Effectiveness testing is performed using the hypothetical derivative method and compares changes in fair value of the hedging instrument against
the changes in fair value of the hedged item attributable to the hedged risk. Hedge ineffectiveness in fair value hedges can arise from:
●
Different interest rate curve applied to discount the hedged items and hedging instruments.
●
Differences in timing of cash flows of the hedged items and hedging instruments. The table below shows the effects of the Group’s fair value
hedges.
●
The effects of the forthcoming IBOR reforms because these might take effect at a different time and have a different impact on the hedged
item (the fixed rate debt) and the hedging instruments (the interest rate swaps used to hedge the debt).
The change in fair value of the hedging instrument and the hedged item is recognised on the line item Net change in fair value of hedging
instruments and hedged items under net financial income (expenses) in the income statement, see also note 9.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 140
Fair value hedging relationships
NOK in millions
2022
2021
Net gain / (loss) recognised in the income statement on hedged items
4 118
1 280
Net gain / (loss) recognised in the income statement on hedging instruments
(4 317)
(1 323)
Amount of hedge ineffectiveness
(200)
(44)
Financial instruments designated as hedging instruments in fair value hedges are classified on the line items Other non-current assets and Other
current financial assets in the statement of financial position, see note 27, and current and non-current interest-bearing liabilities, see note 30:
2022
2021
NOK in millions
Assets
Liabilities
Assets
Liabilities
As of 31 December
Nominal amounts fair value hedge instruments
37 424
-
42 278
-
Fair values of fair value hedge instruments
27
(3 663)
1 071
(120)
The following table shows the maturity profile of the Group’s fair value hedge instruments (in nominal values):
NOK in millions
Total
< 1 year
2 years
3 years
4 years
5 years
6 years
7 years
8 years
9 years
10 years
>10 years
As of 31 December 2022
(2 416)
(524)
(528)
(468)
(375)
(256)
(144)
(46)
(19)
(19)
(19)
(19)
As of 31 December 2021
2 148
524
378
369
321
203
119
91
79
13
13
40
The terms of the fixed rate receive leg of the interest rate swaps designated as fair value hedge instruments match the terms of the fixed rate pay
leg of the hedged items. The average interest rate terms of the floating pay legs of the interest rate swaps are EURIBOR 3/6 months + 72 basis
points (+ 71 basis points in 2021) for EUR denominated swaps, and THBFIX + 146 basis points (+ 140 basis points in 2021) and THOR + 143 basis points
(n.a. in 2021) for THB denominated swaps.
The table below shows the carrying amounts of the Group’s fair value hedge items, which are recognised on the line items Non-current interest-
bearing liabilities and Current interest-bearing liabilities in the statement of financial position:
NOK in millions
2022
2021
As of 31 December
Carrying amount of hedged items recognised in the statement of financial position
33 004
43 003
Fair value hedge adjustments included in the carrying amount of the hedged items
(3 288)
825
Interest rate risk sensitivity analysis
The Group calculates the sensitivity on the change in fair value of assets and liabilities of a defined parallel shift in the yield curve of the relevant
currencies. For each simulation, the same shifts in interest rates are used for all currencies. The sensitivity analysis is run only for assets and
liabilities that represent significant interest-bearing positions. Due to debt instruments the net position is a liability. Since hedge accounting is
applied and interest-bearing debt is measured at amortised cost, the full effect of change in fair value is not recognised in the income statement.
This is shown in the table below:
2022
2021
NOK in millions
Yield curve increase
50 Basis points
Yield curve decrease
50 Basis points
Yield curve increase
50 Basis points
Yield curve decrease
50 Basis points
Reduction (increase) in fair value of net liabilities
1 225
(1 278)
1 629
(1 709)
Gain (loss) in the income statement
66
(69)
41
(44)
Sensitivity analysis of change in floating interest rates on net financial items in the income statement:
2022
2021
NOK in millions
Yield curve increase
50 Basis points
Yield curve decrease
50 Basis points
Yield curve increase
50 Basis points
Yield curve decrease
50 Basis points
Gain (loss) in the income statement
(399)
399
(491)
491
Exchange rate risk
The Group is exposed to changes in the value of NOK relative to other currencies. The carrying amount of the Group’s net investments in foreign
entities and proceeds from these investments varies with changes in the foreign exchange rate. The net income of the Group is also affected by
currency fluctuations, as the profit and losses from foreign operations are translated into NOK using average exchange rates for the period.
Exchange rate risk related to some net investments in foreign operations is partly hedged by issuing debt instruments in the currencies involved or
correlated currencies when this is considered appropriate. Combinations of money market instruments (Commercial Paper and bonds) and
derivatives (foreign exchange forward contracts and cross currency swaps) are used for this purpose. Short-term currency swaps are used for
liquidity management purposes. Net investment hedge accounting is applied when possible.
Exchange rate risk also arises when Telenor ASA or any of its subsidiaries enter into transactions or holds monetary items denominated in other
currencies than their own functional currency. In accordance with Group Policy, committed cash flows in foreign currency equivalent to NOK 300
million or above are evaluated for hedging.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 141
Financial instruments designated as hedging instruments of net investment in foreign operations
As of 31 December 2022 and 2021, material hedging positions are designated as net investment hedges.
There is an economic relationship between the hedged items and the hedging instruments as the net investment creates a translation risk that will
match the foreign exchange risk on the debt and derivatives designated as hedging instruments.
Net investment hedging is mainly applied in currencies that have well-functioning financial markets, but the Group may also designate debt in
correlated currencies as hedging instruments to hedge foreign exchange risk.
The Group has established hedge ratios to match the underlying risk of the hedging instruments with the hedged risk component. Hedge
ineffectiveness may arise when the amount of the investment in the foreign subsidiary becomes lower than the amount of the debt and derivatives
designated as hedging instruments. There was no ineffectiveness in the years ending 31 December 2022 and 2021.
For additional information and a reconciliation of the net investment hedge balance in equity, see note 28.
Net investment hedging relationships
NOK in millions
2022
2021
Amount recognised directly to other comprehensive income (OCI)
(1 402)
2 447
Amount reclassified from OCI to the income statement on disposal
233
-
Net investment hedging was performed for the investment in Bangladesh using USD denominated instruments, but hedging was discontinued due
to loss of economic relationship during 2022. As of 31 December 2022, the remaining balance included in the net investment hedge reserve was
NOK 125 million.
Interest-bearing debt and derivatives designated as hedging instruments in net investment hedges (only effective part of instruments is included):
2022
2021
NOK in millions
Debt
Derivatives
Debt
Derivatives
As of 31 December
Nominal amounts net investment hedge instruments
(50 533)
8 372
(54 232)
9 184
Fair value net investment hedge instruments
(44 000)
(974)
(55 997)
(1 273)
Debt designated as hedging instruments in net investment hedges are recognised on the line items Non-current interest-bearing liabilities and
Current interest-bearing liabilities in the statement of financial position.
Classification of derivatives designated for net investment hedge in the consolidated statement of financial position:
NOK in millions
2022
2021
As of 31 December
Other non-current assets
713
27
Other financial current assets
2
320
Non-current non-interest-bearing financial liabilities
(1 306)
(950)
Current non-interest-bearing liabilities
(382)
(669)
Fair value net investment hedge instruments
(974)
(1 273)
The following table shows the maturity profile (in nominal values) of the Group’s net investment hedge instruments (only effective part of
instruments is included):
NOK in millions
Total
< 1 year
2 years
3 years
4 years
5 years
6 years
7 years
8 years
9 years
10 years
>10 years
As of 31 December 2022
(44 646)
(6 084)
(2 766)
(1 284)
(6 800)
(2 653)
(4 194)
(8 233)
(130)
(4 137)
(105)
(8 259)
As of 31 December 2021
(49 304)
(5 688)
(1 903)
(3 707)
(2 449)
(7 126)
(3 057)
(4 223)
(8 259)
(134)
(4 372)
(8 386)
Average currency rates in cross currency swaps designated as net investment hedge instruments were NOK/USD n.a. (8.57 in 2021), USD/EUR 1.15
(1.16 in 2021), SEK/EUR 10.47 (10.47 in 2021) and NOK/EUR 10.83 (10.83 in 2021) in 2022. In 2022, average currency rates in foreign exchange contracts
designated as net investment hedge instruments were NOK/SEK 0.95 (1.00 in 2021), NOK/EUR 10.57 (9.98 in 2021), USD/EUR n.a. (1.16 in 2021),
USD/MYR 0.22 (0.24 in 2021) and USD/THB 0.03 (0.03 in 2021).
Exchange rate risk sensitivity analysis
This analysis does not consider correlation between currencies. Empirical studies confirm substantial diversification effect across the currencies
that the Group is exposed to.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 142
Effects on net currency gains (losses)
Currency gains and losses on monetary items in foreign currency are recognised in the income statements of Telenor ASA and its subsidiaries. Net
currency gains (losses) in foreign subsidiaries are translated to NOK in the consolidated income statement. The table below shows the effect on
consolidated net currency losses of 10% depreciation in functional currencies in the Group, keeping other currencies constant (only significant
exposures are included in the table):
Monetary Item Currency
2022
2021
NOK in millions
EUR
SEK
USD
Other
EUR
SEK
USD
Other
Depreciating Functional Currency
NOK
-
(510)
(677)
(104)
(146)
(443)
(1 212)
(116)
Effects due to foreign exchange translations on other comprehensive income
Translation of subsidiaries from their functional currencies into the presentation currency of the Group (NOK) will impact the Group’s other
comprehensive income (OCI) and equity. If NOK had weakened by 10% against all other functional currencies of the Group, the change in the
carrying amount of consolidated equity as of 31 December 2022, including effects of net investment hedge, would have been an increase of
approximately NOK 2.1 billion (increase of NOK 2.2 billion as of 31 December 2021).
The table below shows the impact on OCI of net investment hedge (NIH) instruments if the functional currency weakened by 10%.
2022
2021
NOK in millions
EUR
SEK
USD
Other
EUR
SEK
USD
Other
Currency effect on OCI (before tax) of NIH instruments
NOK
(2 420)
(1 211)
-
(585)
(2 474)
(1 128)
(267)
(636)
Effect on other comprehensive income (OCI)
-
-
-
(4 216)
-
-
-
(4 505)
Effects due to foreign exchange translations on net income
Translation of net income from subsidiaries with functional currency other than NOK, also represents a currency exposure for the Group’s reported
figures. If the presentation currency (NOK) had weakened / strengthened by 10% against all other currencies included in the analysis, net income for
the Group would have been NOK 0.6 billion higher / lower in 2022 (NOK 0.3 billion in 2021).
Credit risk
Credit risk is the loss that the Group would suffer if a counterparty fails to perform its financial obligations. The Group considers its maximum
exposure to credit risk to be as follows:
Maximum credit exposure
NOK in millions
2022
2021
Cash and cash equivalents
9 929
15 223
Bonds and commercial papers > 3 months (note 27)
277
327
Financial derivatives (note 27)
1 017
1 333
Current interest-bearing receivables – deferred payment from disposal (note 19)
-
998
Trade and other current financial receivables (note 19)
16 480
17 286
The Group’s credit risks largely arise from trade receivables, financial derivatives and cash and cash equivalents.
Credit risk from cash and cash equivalents is managed by the Group’s Treasury department in accordance with the principles defined in the Group
Policy Treasury. Cash deposits are only made with approved counterparties and in accordance with approved credit limits per counterparty.
Counterparty credit limits for core banks are reviewed by the Group’s Board of Directors on a regular basis. The limits are set to minimise the
concentration of risks and therefore mitigate financial loss through a counterparty’s potential payment default.
Credit risk arising from financial derivatives and cash deposits is managed through diversification, internal risk assessment and credit scoring, as
well as credit risk mitigation tools. The main risk mitigation tools include legal netting and collateral agreements.
Credit risk related to trade receivables is assessed to be limited due to the high number of customers in the Group’s customer base. As such, no
further credit risk provision is required in excess of the normal provision for bad and doubtful receivables. See note 19 for information on
receivables in terms of age distribution and provision for bad debt. Credit risk related to sale of handsets on instalment plans, where the effect of
discounting is considered material, is also assessed to be limited. Credit risk related to such arrangements are embedded in the discount rate and
reflected as reduced revenue.
As of 31 December 2022, NOK 264 million was posted as cash collateral (receivable). As of 31 December 2021, NOK 658 million was posted as cash
collateral (receivable).
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 143
NOTE 32
Fair values of financial instruments
Based on the characteristics of the financial instruments that are recognised in the financial statements, the
financial instruments are grouped into classes and categories. The estimated fair values of Telenor’s financial
instruments are based on available market prices and various valuation methodologies as summarised in this note.
Fair value hierarchy
Telenor measures fair values using the following fair value hierarchy that reflects the significance of the inputs used in measuring fair value:
Level 1
:
Level 2: Inputs other than quoted prices included within Level 1 that are observable for assets or liabilities, either directly (i.e. as prices) or
indirectly (i.e. derived from prices).
Level 3: Inputs for assets or liabilities that are not based on observable market data (unobservable inputs).
Interest-bearing liabilities
Fair values of interest-bearing liabilities as shown in note 30 are based on quoted prices where available. Interest-bearing liabilities that are not
traded in an active market have been estimated using yield curves which incorporate estimates of the Telenor ASA credit spread. The credit curves
have been extrapolated using indicative prices on debt issuance by Telenor ASA for different maturities. The yield curves have been interpolated
from cash and swap curves observed in the market for different currencies and maturities.
Trade receivables and other current and non-current financial assets
For trade receivables and other current receivables, see note 19 for more information, the carrying amount is assessed to be a reasonable
approximation of fair value. The effect of not discounting is considered to be immaterial for this class of financial instruments.
Trade payables and other non-interest-bearing financial liabilities
For trade payables and other non-interest-bearing financial liabilities, see note 24 for more information, the carrying amount is assessed to be a
reasonable approximation of fair value. The effect of not discounting is considered to be insignificant for this class of financial instruments.
Equity investments
Fair values for listed shares as shown in note 27 are based on quoted prices at the end of the reporting period. Fair value of unlisted shares is
estimated by using commonly used valuation techniques or measured at cost if the investment does not have a quoted market price in an active
market and the fair value cannot be reliably measured.
Cash and cash equivalents
The fair value for this class of financial instruments is assessed to be equal to the nominal amount.
Derivatives
Fair value of currency swaps, foreign currency forward contracts and interest rate swaps as shown in note 27 is estimated based on calculating the
net present value of future cash flows, using interest rate curves, exchange rates and currency spreads as of 31 December 2022 and 2021,
respectively.
NOTE 33
Guarantees
NOK in millions
2022
2021
Guarantee obligations as of 31 December
1 522
2 475
Telenor has provided various types of guarantees to external parties, including guarantees relating to partnership agreements, guarantee for the
pension funds and various guarantees for taxes. Purchased bank guarantees are not shown in the table.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 144
NOTE 34
Consolidation and group companies
Accounting policies
The consolidated financial statements include the financial statements of Telenor ASA and entities controlled by Telenor ASA. Control normally
exists when the Group has more than 50% of the voting power through ownership or agreements, except where non-controlling interests prevent
the exercise of control. Subsidiaries have the same reporting periods as the parent company and use consistent accounting policies. Intercompany
transactions, balances, revenues, expenses and unrealised internal profit or losses are eliminated on consolidation. Non-controlling interests in
subsidiaries are presented within equity separately from the equity attributable to the owners of the parent, refer to note 28. Non-controlling
interests have been measured at the proportionate fair value of net identifiable assets at the date of the business combination and share of
changes in equity since the date of the business combination.
Shares in subsidiaries
Office
Ownership interest
in % 2022
Ownership interest
in % 2021
Telenor Networks Holding AS
Norway
100.0
100.0
Telenor Global Shared Services AS
Norway
100.0
100.0
Telenor Communication II AS
Norway
100.0
100.0
Telenor Mobile Holding AS
Norway
100.0
100.0
Telenor KB AS
Norway
100.0
100.0
Telenor Forsikring AS
Norway
100.0
100.0
Telenor Maritime AS 1)
Norway
98.9
98.9
Telenor GTI AS
Norway
100.0
100.0
Cinclus Technology AS
Norway
100.0
100.0
Telenor Digital AS 2)
Norway
0.0
100.0
Telenor Real Estate AS
Norway
100.0
100.0
1)
The remaining 1.1% of shares in Telenor Maritime AS are owned by Telenor Communication II AS.
2)
Telenor Digital AS is merged with Telenor Linx AS which is owned by Telenor Networks Holding AS in 2022.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 145
Shares in subsidiaries owned through subsidiaries
Office
Ownership interest
in % 2022
Ownership interest
in % 2021
Telenor Networks Holding AS
Telway AS
Norway
100.0
100.0
Telenor Linx AS
Norway
100.0
100.0
Telenor Svalbard AS
Norway
100.0
100.0
Telenor Norge AS
Norway
100.0
100.0
Telenor Nordic Towers AS
Norway
100.0
100.0
Telenor Satellite AS
Norway
100.0
100.0
Telenor Fiber AS
Norway
100.0
Telenor Communication II AS
Telenor Financial Services AS
5)
Norway
0.0
100.0
Telenor GO Pte Ltd
Singapore
100.0
100.0
SnT East Holding AS
Norway
100.0
100.0
Telenor India Private Ltd
India
100.0
100.0
Norkring België N.V.
Belgium
75.0
75.0
BLDNG.AI AS
Norway
100.0
100.0
Telenor Marketplace Invest AS
Norway
100.0
100.0
Telenor South Asia Investment Pte Ltd
6)
Singapore
100.0
0.0
Telenor Mobile Holding AS
Telenor Mobile Communications AS
Norway
100.0
100.0
Telenor Danmark Holding A/S
Denmark
100.0
100.0
Telenor Sverige AB
Sweden
100.0
100.0
Telenor Connexion AB
Sweden
100.0
100.0
Canal Digital Finland Oy
Finland
100.0
100.0
Telenor Finland Holding Oy
Finland
100.0
100.0
Telenor Maritime AS
Telenor Maritime Inc
USA
100.0
100.0
Telenor Maritime AB
Sweden
100.0
100.0
Telenor Maritime Pte
Singapore
100.0
100.0
Telenor Maritime Oy
Finland
100.0
100.0
Telenor Real Estate AS
Telenor Eiendom Harelokken AS
Norway
100.0
100.0
Telenor Nord 2 AS
Norway
100.0
100.0
Telenor Møre og Romsdal og Trøndelag 2 AS
Norway
100.0
100.0
Telenor Vestlandet og Rogaland 2 AS
Norway
100.0
100.0
Telenor Agder Vestfold og Telemark 2 AS
Norway
100.0
100.0
Telenor Viken og Innlandet 2 AS
Norway
100.0
100.0
Telenor Øvre Strandgate 5 2 AS
Norway
100.0
100.0
Telenor Låveveien 55 AS
Norway
100.0
100.0
Telenor Jeløy Radio AS
Norway
100.0
100.0
Telenor Tryvann Radio AS
Norway
100.0
100.0
Telenor Festekontrakter AS
Norway
100.0
100.0
Telenor Linx AS
2)
Telenor Health AS
Norway
100.0
100.0
1)
The company was presented as Telenor Global Services AS earlier.
2)
Telenor Digital AS is merged with Telenor Linx AS in 2022.
3)
The company was presented as Telenor Tower Holding AS earlier.
4)
The company is newly established in 2022.
5)
The company is merged with Telenor Communication II AS in 2022.
6)
The company is sold from Telenor Mobile Communications AS to Telenor Communication II AS in 2022.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 146
Other significant subsidiaries (owned through holding companies)
Office
Telenor A/S
Denmark
Telenor Pakistan (Private) Ltd.
Pakistan
Total Access Communications Plc. (dtac)
Thailand
GrameenPhone Ltd.
Bangladesh
Unitech Wireless Private Limited
India
DNA Plc
Finland
Telenor consolidated Digi before it was merged with Celcom in November 2022 and reported as an associate. Digi was listed on Bursa Malaysia
Securities Berhad and the shares in Digi were widely dispersed. Telenor owned 49% of the shares, and 98% of the shares had to be present at
the General Meeting for Telenor not to have the majority of the votes. As a consequence of this and based on experience from past General
Meetings, Telenor had the power to direct Digi’s activities. The assessment was that the ability to exercise control was upheld through a
majority of the votes at the General Meeting and at the Board of Directors meetings. The consolidation of Digi based on de facto control was
assessed on an ongoing basis.
.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 147
NOTE 35
Associated companies and joint arrangements
Associated companies are normally those entities where Telenor has between 20 to 50 percent ownership. Joint
arrangements are those entities where Telenor shares control with other parties. On 30 November 2022, the
subsidiary Digi in Malaysia merged with Celcom. This resulted in a derecognition as a subsidiary of Telenor with a
gain of NOK 32.9 billion. After the merger, CelcomDigi is an associated company with Telenor having an ownership
percentage of 33.1%.
Accounting policies
Associates are those entities where Telenor has significant influence, but not control or joint control, usually between 20 to 50 percent voting
power. Joint ventures are those entities where unanimous consent is required by the owners on important decision and where the parties have
rights to net assets. Interests in joint ventures and associates are accounted for using the equity method. The investments are initially recognised
at cost (including transaction costs) and subsequently adjusted for the share of profits and losses, dividends received and impairment. The profit
and losses are presented on a separate line in the income statement.
An investment is a joint operation when unanimous consent is required by the owners on important decisions and Telenor and the parties have
rights to specific assets and obligations. These entities are consolidated on a line-by-line basis with a share of revenues and costs, and the specific
assets and liabilities or the proportionate share of jointly owned assets and liabilities.
For investments where financial statements are not available at the time Telenor publishes its report, the share of net income is recognised with a
one quarter lag. Adjustments are made for significant transactions or events known in the market. To ensure consistency, the Annual Report is not
updated in situations where the financial statements for the investee are made available after fourth quarter and before the issuance of the Annual
Report, unless the transactions or events are significant.
Associated companies and joint ventures
NOK in millions
2022
2021
Balance as of 1 January
5 683
6 417
Additions
35 089
393
Disposals
1)
(432)
3
Share of net income (losses)
2)
(232)
(480)
Share of other comprehensive income
46
79
Dividends received
(575)
(532)
Translation differences
106
(198)
Balance as of 31 December
39 686
5 683
Of which investment in CelcomDigi
34 436
-
Of which investment in Telenor Microfinance Bank Limited
5)
828
952
Of which investment in Carousell
6)
2 660
2 619
Of which investment in Allente
1 369
1 420
Of which investment in others
393
692
1)
Mainly relates to the disposal of Wave Money during 2022.
2)
Share of net income (loss) includes the Group’s share of net income (loss) after taxes, amortisation of excess values, impairments, and adjustment for
differences in accounting policies.
3)
Of which NOK 0.3 billion from Allente and NOK 0.3 billion from CelcomDigi in 2022, and NOK 0.5 billion from Allente in 2021.
4)
Of which NOK 34.1 billion relates to the market value of the investment retained on disposal of Digi.
5)
Of which allocated to goodwill NOK 0.8 billion in 2022 and NOK 0.9 billion in 2021.
6)
Of which allocated to goodwill NOK 2.7 billion in 2022 and NOK 2.1 billion in 2021.
As announced in June 2021, Telenor and Axiata Group Berhad entered into an agreement to merge Digi.Com Berhad and Celcom Axiata Berhad in
Malaysia. The merger of the telecommunication operations of Celcom and Digi in Malaysia was completed on 30 November 2022. On completion,
Digi issued 3.96 billion shares to Celcom’s owner Axiata in addition to making cash payments of NOK 5.4 billion. The share issue diluted Telenor’s
ownership to 32.5%, Telenor lost control over Digi, and Digi was deconsolidated and recognised as an associated company as of 30 November
2022. As part of the transaction to bring Telenor and Axiata to equal ownership, Telenor acquired at the same date 73.4 million shares from Axiata
for an amount of NOK 667 million. Telenor’s ownership after the transaction in CelcomDigi is 33.1%. The gain of NOK 32.9 billion was recognised on
the date of losing control over Digi based on a market value of the combined entity as of first day of trading i.e., 1 December 2022, which was NOK
34.1 billion for Telenor’s interest in the new company CelcomDigi. See note 12 for more information.
During 2022, Telenor injected NOK 0.2 billion representing its proportionate share of the capital into Telenor Microfinance Bank Limited (TMB).
Share of net loss for 2022 includes share of losses related to TMB of NOK 0.2 billion (NOK 0.3 billion in 2021).
As announced on 17 January 2022, Telenor entered into an agreement with Yoma Strategic to sell the Group's 51% ownership share in Digital
Money Myanmar Limited (Wave Money) to Yoma MFS Holdings Pte. Ltd, a subsidiary of Yoma Strategic. The transaction was closed on 7 December
2022 for a cash consideration of NOK 0.4 billion. The loss recognised on disposal was NOK 35 million during 2022.
In 2022, Telenor’s economic interest in Carousell was diluted following new capital investment of USD 15 million. The loss of NOK 36 million was
recognised during 2022 on deemed disposal. As of 31 December 2022, Telenor’s economic interest in Carousell stands at 32.4%. During 2021, new
capital of USD 100 million was raised by Carousell leading to the dilution of Telenor’s economic interest in Carousell from 37.4% to 33.6% as of 31
December 2021. The gain of NOK 21 million was recognised during 2021.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 148
Significant associates and joint ventures
CelcomDigi
CelcomDigi is an associated company where Telenor controls 33.1% of the shares and voting rights. The associate is accounted for using the equity
method. CelcomDigi is a telecommunication company, listed on Bursa Malaysia Berhad and became the largest mobile network operator in
Malaysia through a merger between the former Telenor subsidiary Digi and Celcom Axiata Berhad in November 2022. Telenor share of
CelcomDigi’s market value amounted to NOK 34.7 billion as of 31 December 2022.
The Group is not aware of significant restrictions limiting the ability of CelcomDigi to transfer funds to its shareholders. For example, under the
form of dividends, repayment of advances or loans made.
As the financial quarterly results of the listed company CelcomDigi will not always be published at the time Telenor reports its quarterly results,
Telenor will include the share of profits from CelcomDigi with a one-quarter lag. This means that the fourth quarter results of CelcomDigi consisting
of December 2022 will be included in the Telenor’s Q1 2023 report.
The following table sets forth the summarised financial information of CelcomDigi. The figures reflect the opening balance for CelcomDigi on 1
December 2022, adjusted for dividend received by Telenor in December 2022. The financial information includes the preliminary allocation of the
excess values recognised as part of the merger, and reconciliation with the carrying amount of the investment for the Group.
NOK in millions
2022
Statement of financial position
Non-current assets
77 836
Current assets excluding cash and cash equivalents
9 593
Cash and cash equivalents
7 744
Non-current non-interest-bearing liabilities
(6 978)
Non-current interest-bearing liabilities
(33 310)
Current non-interest-bearing liabilities
(8 194)
Total equity
46 691
Group's share of equity
15 455
Goodwill related to the Group's investment
18 981
Carrying amount of investment
34 436
Dividends received
289
Allente
Allente Group AB (Allente) is a joint venture where Telenor controls 50% of the shares and the voting rights. The joint venture is accounted for using
the equity method. Allente is a Nordic TV distributor broadcasting via satellite and internet TV, to customers within Norway, Sweden, Denmark, and
Finland. Allente was established in May 2020 through a merger between the former Telenor subsidiary Canal Digital and Nordic Entertainment
Group (NENT).
The following table sets forth summarised financial information of Allente, including excess values from the merger in 2020, and reconciliation with
the carrying amount of the investment for the Group:
NOK in millions
2022
2021
Statement of comprehensive income
Revenue
6 472
6 826
EBITDA
1 181
593
Depreciation and amortisation
(526)
(663)
Net financial items
(62)
-
Income tax expense
(143)
46
Net income
470
(25)
Other comprehensive income(loss)
83
148
Total comprehensive income (loss)
553
123
Group's ownership in %
50
50
Group's share of net income (loss) from continuing operations
235
(12)
Group's share of other comprehensive income (loss)
42
74
Group's share of total comprehensive income (loss)
277
61
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 149
NOK in millions
2022
2021
Statement of financial position
Non-current assets
4 401
4 910
Current assets excluding cash and cash equivalents
1 781
1 647
Cash and cash equivalents
144
191
Non-current non-interest-bearing liabilities
(442)
(514)
Non-current interest-bearing liabilities
(1 948)
(2 252)
Current non-interest-bearing liabilities
(1 971)
(1 940)
Total equity
1 964
2 042
Group's share of equity
982
1 021
Goodwill related to the Group's investment
387
399
Carrying amount of investment
1 369
1 420
Dividends received
285
501
.
Joint operations
The Group is part of four joint arrangements for networks sharing in Sweden, Denmark, and Finland. These joint arrangements are structured
through separate vehicles. The activities are designed for the provision of output to the investors and hence these arrangements are classified as
joint operations.
Joint Operation
Description
Ownership interest in %
3G Infrastructure Services
AB
Joint operation with the mobile operator 3 in Sweden
1)
50
Net4Mobility HB
Joint operation under partnership agreement with the mobile operator Tele2 Sverige AB in
Sweden
1)
50
TT Netværket P/S
Joint operation with the mobile operator TeliaSonera Mobile Holding AB in Denmark
50
Suomen Yhteisverkko Oy
Joint operations with mobile Operator Telia Finland Oy in Finland
2)
49
.
1)
Under Swedish law, all partners in a partnership are jointly and severally liable for all obligations in a partnership.
2)
According to the shareholder’s agreement, both partners in are jointly and severally liable for all obligations in the joint undertaking.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 150
.
NOTE 36
Related parties
Telenor ASA is 53.97% owned by the Kingdom of Norway represented through the Ministry of Trade, Industry and
Fisheries (MTIF). Transactions between Telenor and Norwegian authorities are therefore regarded as related party
transactions. Further, transactions between Telenor and its associated companies and joint ventures are regarded
as related party transactions. All transactions with these related parties are based on the arm’s length principle.
Transaction with Norwegian authorities
The Norwegian telecommunications market is governed by the Electronic Communications Act of 4 July 2003 and other regulations issued
pursuant to this Act. The Group provides designated Universal Service Obligations (USO) through an agreement between the Group and the
Norwegian Ministry of Local Government and Regional Development (MLGRD). The USO obligation entails among other things the provision of
public voice telephony and basic access to internet to all households and companies. Telenor is imposed USO obligations to provide text telephony
services for the deaf and hearing impaired, but does not receive any compensation for providing the USO services.
In addition, Telenor was in 2022 and 2021 subject to Special Service Obligations (SSO), mainly related to security and emergency following an
agreement between the Norwegian Ministry of Justice and Public Security and Telenor Coastal Radio. In 2022 and 2021, NOK 97 million and NOK 93
million, respectively, was received as compensation under this agreement.
Telenor may also receive compensation for the obligations to fulfil additional requirements on the network to serve national security issues and
other statutory services. In 2022 and 2021, a refund related to such activities of NOK 110 million and NOK 57 million, respectively, was received.
In 2022 and 2021, Telenor received NOK 274 and NOK 67 million in government grants, respectively, in connection with construction of broadband
networks in designated areas in Norway.
Telenor pays an annual fee to Norwegian Communications Authority and an annual levy to MLGRD for delivering electronic communication
services, including payments for frequencies and numbers. The fee/levy was NOK 185 million and NOK 189 million in 2022 and 2021, respectively.
Telenor invested NOK 1.2 billion in spectrum in the 2.6 GHz and 3.6 GHz frequency bands in Norway in 2021. The allocation in the 3.6 GHz band
became usable from 1 January 2022, while the 2.6 GHz band allocation could be used from 1 January 2023. Expiry of both licenses are 31 December
2042.
In addition, Telenor sold transmission capacity and related services in the digital and analogue terrestrial transmission network to Norsk
rikskringkasting AS of NOK 226 million in 2022 and NOK 210 million in 2021.
Telenor provides mobile and fixed telephony services, leased lines, customer equipment, internet connections, TV distributions and other services
to the state and companies controlled by the state in the normal course of business and at arms-length prices. It also purchases services, such as
postal services, in the normal course of business and at arm’s-length prices. Details of such transactions are not included in this note.
Transactions with associated companies and joint ventures
2022
2021
NOK in millions
Sales to
Purchases from
Sales to
Purchases from
483
(791)
499
(696)
Amounts receivable from and amounts due to associated companies and joint ventures
2022
2021
NOK in millions
Receivables
Payables
Receivables
Payables
210
(41)
88
(38)
Sales to associated companies in 2022 and 2021 include NOK 420 million and NOK 432 million in sale of satellite capacity to Allente Group.
Purchases from Strex AS regarding mobile content services were NOK 578 million in 2022 and NOK 542 million in 2021.
CelcomDigi was accounted for as an associate company from December 2022 upon the completion of the merger between Digi and Celcom.
Telenor has a receivable against CelcomDigi of NOK 131 million of which NOK 72 million are related to integration costs from 2021 and 2022.
Transactions with subsidiaries and joint operations have been eliminated on consolidation and do not represent related party transactions. See
note 35 for further information about joint operations and note 34 further information about group companies.
For compensation to key management personnel, please refer to note 37 Key management compensation and chapter 11 and 12 in the corporate
governance section of the Board of Directors’ report.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 151
NOTE 37
Key management compensation
Key management compensation
The table below outlines key management compensation for 2022 and 2021 by categories. The figures presented in each category are the total
amounts for both the President & CEO and the Group Leadership Team (GLT).
NOK in millions
2022
7)
2021
7)
Base salary
1)
39.3
35.3
Benefits
2)
4.0
3.8
Short-term incentive (STI)
3)
11.5
10.6
Long-term incentive (LTI)
4)
11.3
8.7
Extraordinary items
5)
0.9
Pension
6)
6.9
6.0
Total compensation
73.0
65.3
1)
Base salary includes holiday pay, if applicable .
2)
Benefits include any type of cash or benefit in kind provided, such as car allowance or car benefit, insurances, mobile phone and broadband subscriptions and
expatriate benefits such as accommodation and children schooling.
3)
The STI amounts reflect the annual bonus earned in the respective year. Any applicable holiday pay is reported under ‘Base salary’.
4)
The LTI is a multi-year incentive plan that is a restricted share plan under which participants can receive Telenor ASA shares or phantom shares for a defined
maximum percentage of their annual base salary. The shares are locked for a period of 3 years (4 years for the shares granted prior to 2020). The amounts
reported for the LTI plan reflect the annual cost of all active programs in that year.
5)
In 2021, Telenor issued a one-time compensation to recognise the hardship the extensive restrictions related to travel and freedom of movement had on their
expatriate population and their families. The compensation was equivalent to one-month base salary.
6)
The calculations of pension benefits earned are based on the same actuarial and other assumptions as used in the pension benefit calculations in note 21.
7)
Taxes in Norway incurred for a manager on assignment to Singapore of NOK 6.6 million in 2022 (NOK 5.6 million in 2021) due to double taxation in Singapore and
Norway as a result of travel restrictions during the Covid-19 pandemic are not included in table above.
In addition to the above, fees to the Board of Directors amount to NOK 6.4 million in 2022 and NOK 5.5 million in 2021. The fees consist of an annual
fee reflecting the role in the Board and additional fees for any board committee the respective director takes part in.
Loans to employees
Total loans to employees were NOK 3.9 million as of 31 December 2022 and NOK 5.1 million as of 31 December 2021.
.
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 152
NOTE 38
Fees to external auditor
The table below summarises incurred audit fees for 2022 and 2021 and fees for audit related services, tax services and other services. Fees include
both Norwegian and foreign subsidiaries.
Audit fees
Fees for further assurance
services
Fees for tax services
Other fees
NOK in millions, excluding VAT
2022
2021
2022
2021
2022
2021
2022
2021
Telenor ASA
7.0
6.1
0.7
0.3
0.6
0.6
0.1
2.0
Other Group companies
32.7
32.3
5.6
4.7
23.0
14.7
8.6
8.8
Total Group auditors
39.7
38.3
6.3
5.0
23.7
15.3
8.7
10.8
Other auditors in subsidiaries
0.5
0.9
0.0
0.0
0.0
0.0
0.0
0.0
Total
40.2
39.2
6.4
5.0
23.7
15.3
8.7
10.8
Fees for audit services include fees associated with the required statutory and financial audits. Further assurance services principally include other
attestation services required by laws and regulations, attestations related to information system, audits, attestations and agreed upon procedures
reported on to regulators and other third parties.
Fees for tax services include tax compliance and advice regarding tax rules and consequences, as well as tax due diligence services in connection
with acquisitions, disposals, and other transactions. Other fees relate primarily to process/system/project/supplier reviews, financial due diligence
services and consultations in connection with acquisitions, disposals, and other transactions.
NOTE 39
Share information and ownership
Share information
As of 31 December 2022, Telenor ASA had a share capital of NOK 8 396 748 198 divided into 1 399 458 033 ordinary shares with a nominal value of
NOK 6 each. All ordinary Telenor shares have equal voting rights and the right to receive dividends. As of 31 December 2022 and 2021 the company
held no treasury shares.
Shareholders
As of 31 December 2022, Telenor ASA had about 61,300 registered shareholders, compared to about 57,100 as of 31 December 2021.
The 20 largest shareholders as of 31 December 2022 from the shareholder register
1)
Name of shareholders
Number of shares
%
1
Ministry of Trade, Industry and Fisheries, Kingdom of Norway
755 220 420
53.97
2
Folketrygdfondet
62 579 157
4.47
3
DNB Asset Management AS
29 014 798
2.07
4
DWS Investment GmbH
26 948 952
1.93
5
BlackRock Institutional Trust Company, N.A.
24 298 544
1.74
6
The Vanguard Group, Inc.
22 474 455
1.61
7
Caisse de Depot et Placement du Quebec
18 634 411
1.33
8
Storebrand Kapitalforvaltning AS
18 235 048
1.30
9
Amundi Asset Management, SAS
14 369 399
1.03
10
KLP Fondsforvaltning AS
13 076 230
0.93
11
BlackRock Advisors (UK) Limited
10 777 743
0.77
12
Pyrford International Limited
10 424 701
0.74
13
State Street Global Advisors (US)
9 100 156
0.65
14
Handelsbanken Kapitalförvaltning AB
8 534 582
0.61
15
Danske Invest Asset Management AS
8 481 555
0.61
16
Danske Bank Asset Management
7 009 921
0.50
17
Nordea Funds Oy
6 723 481
0.48
18
Fidelity International
6 509 442
0.47
19
Legal & General Investment Management Ltd.
6 264 538
0.45
20
APG Asset Management N.V.
6 138 212
0.44
Total held by 20 largest shareholders
1 064 815 745
76.10
Total all Telenor shares
1 399 458 033
100.00
| Notes to the Financial Statements Telenor Group | Annual Report 2022 | 153
The 20 largest shareholders as of 31 December 2022 beneficial ownership
2)
Name of shareholders
Number of shares
%
1
Ministry of Trade, Industry and Fisheries, Kingdom of Norway
755 220 420
53.97
2
FOLKETRYGDFONDET
62 579 157
4.47
3
State Street Bank and Trust Comp
28 908 338
2.07
4
State Street Bank and Trust Comp
27 135 763
1.94
5
State Street Bank and Trust Comp
24 842 271
1.78
6
JPMorgan Chase Bank
12 730 679
0.91
7
State Street Bank and Trust Comp
12 679 695
0.91
8
State Street Bank and Trust Comp
12 147 338
0.87
9
CLEARSTREAM BANKING S.A.
10 568 174
0.76
10
JPMorgan Chase Bank
9 718 372
0.69
11
State Street Bank and Trust Comp
7 496 236
0.54
12
State Street Bank and Trust Comp
7 435 292
0.53
13
CACEIS Bank
7 028 900
0.50
14
VERDIPAPIRFONDET KLP AKSJENORGE IN
6 572 343
0.47
15
VERDIPAPIRFONDET DNB TEKNOLOGI
6 216 179
0.44
16
VERDIPAPIRFONDET STOREBRAND NORGE
6 093 235
0.44
17
VPF DNB AM NORSKE AKSJER
5 827 471
0.42
18
SIX SIS AG
5 620 721
0.40
19
The Bank of New York Mellon
5 287 074
0.38
20
Société Générale
5 037 420
0.36
Total held by 20 largest shareholders
1 019 145 078
72.85
Total all Telenor shares
1 399 458 033
100.00
1)
Source: VPS share register
2)
The data is provided by Nasdaq Advisory Services and is obtained through an analysis of beneficial ownership and fund manager information provided in
replies to disclosure of ownership notices issued to all custodians on the Telenor VPS share register. Every reasonable effort has been made to verify the data;
however, neither Telenor nor Nasdaq Advisory Services can guarantee the accuracy of the analysis.
NOTE 40
Events after the reporting period
Completion of the amalgamation of dtac and True in Thailand
On 1 March 2023, Telenor announced the completion of the amalgamation of the telco operations of True and dtac in Thailand. The transaction is
the largest telco merger in Southeast Asia by combined enterprise value. The name of the new company is True Corporation. Telenor’s ownership
in True Corporation after the transaction is 30.3%. The gain from the divestment of dtac will be reported in Q1 2023. True Corporation will be
accounted for as an associate using the equity method going forward. The share of profits or losses from True Corporation will be included in the
Asia segment from Q1 2023.
Partial divestment of Telenor Fiber AS (Norway)
On 1 February 2023, Telenor announced the closing of the transaction to divest 30 percent of the newly established company, Telenor
Fiber AS, in Norway to a consortium led by KKR. The agreed sales price represents an enterprise value for the Norwegian fiber business
of NOK 36.1 billion, resulting in proceeds of NOK 10.8 billion to Telenor. The transaction results in an increase of equity to shareholders of
Telenor ASA of around NOK 7.6 billion.
Partial settlement with the Indian Department of Telecommunications
On 30 January 2023, Telenor paid NOK 1.5 billion to the Department of Telecommunications in India related to warranties given to Bharti
Airtel for the period Telenor had operations in India. The payment is a partial settlement of the dispute related to the basis for calculating
license payments and spectrum usage charges. The payment made will reduce the provision recognised in the statement of financial
position accordingly. See note 23 Legal disputes and note 12 Held for sale and discontinued operations.
Dividend proposed or declared by the Board of Directors in subsidiaries with non-controlling interests
Dtac - Thailand
On 26 January 2023, the Board of Directors of dtac proposed final dividend for 2022 of THB 1.22 per share, which corresponds to
approximately NOK 0.8 billion total dividend and approximately NOK 0.3 billion for the non-controlling interests ownership share.
Grameenphone - Bangladesh
On 30 January 2023, the Board of Directors of Grameenphone Ltd. proposed final dividend for 2022 of BDT 9.5 per share, which
corresponds to approximately NOK 1.2 billion total dividend and approximately NOK 0.5 billion for the non-controlling interests
ownership share.
| Financial Statements Telenor ASA | Annual Report 2022 | 154
Parent Company Income Statement
Telenor ASA 1 January – 31 December
NOK in millions
Note
2022
2021
Revenues
1
871
895
Salaries and personnel costs
2, 14
(634)
(631)
Other operating expenses
3
(918)
(890)
Depreciation, amortisation and impairment losses
7, 8
(50)
(18)
Total operating expenses
(1 602)
(1 539)
Operating profit (loss)
(731)
(644)
Financial income and expenses
Financial income
5
7 841
15 061
Financial expenses
5
(1 384)
(967)
Net currency gains (losses)
5
(2 563)
1 457
Net change in fair value of financial instruments
5
406
185
Net gains (losses and impairment) on financial assets
5
-
10 383
Net financial income (expenses)
4 300
26 119
Profit before taxes
3 569
25 475
Income taxes
6
2 207
(1 630)
Net income
5 776
23 845
| Financial Statements Telenor ASA | Annual Report 2022 | 155
Parent Company Statement of Comprehensive
Income
Telenor ASA 1 January – 31 December
NOK in millions
2022
2021
Net income
5 776
23 845
Other comprehensive income (loss)
Remeasurement of defined benefit pension plans
33
(34)
Income taxes
(7)
7
Items that will not be reclassified to income statement
26
(27)
Other comprehensive income (loss), net of taxes
26
(27)
Total comprehensive income (loss)
5 802
23 818
| Financial Statements Telenor ASA | Annual Report 2022 | 156
Parent Company Statement of Financial Position
Telenor ASA as of 31 December
NOK in millions
Note
2022
2021
ASSETS
Deferred tax assets
6
1 254
2 003
Pension funds
14
156
132
Goodwill
20
20
Intangible assets
7
4
5
Right-of-use assets
8
900
945
Property, plant and equipment
11
13
Shares in subsidiaries
9
154 787
154 787
Non-current interest-bearing receivables from Group companies
15
32 126
31 592
Other non-current financial assets
10, 11
4 497
2 043
Total non-current assets
193 755
191 540
Trade receivables from Group companies
515
363
Trade receivables external
19
1
Other current financial assets
10, 11
199
830
Liquid assets and short-term placements
11
4 651
7 333
Total current assets
5 384
8 527
Total assets
199 139
200 067
EQUITY AND LIABILITIES
Equity
12
104 856
112 065
Liabilities
Non-current lease liabilities
8
860
883
Non-current interest-bearing external liabilities
11
64 962
67 357
Non-current non-interest-bearing external liabilities
11
1 420
1 077
Pension obligations
14
488
531
Other provisions
73
47
Total non-current liabilities
67 803
69 895
Current lease liabilities
8
67
67
Current interest-bearing liabilities to Group companies
11, 15
15 102
7 480
Current interest-bearing external liabilities
11
5 263
4 992
Drawings on Group's cash pool
11
4 777
1 965
Current non-interest-bearing liabilities to Group companies
11, 13
112
58
Current non-interest-bearing external liabilities
11, 13
1 159
3 545
Total current liabilities
26 480
18 107
Total equity and liabilities
199 139
200 067
| Financial Statements Telenor ASA | Annual Report 2022 | 157
Parent Company Statement of Cash Flows
Telenor ASA 1 January – 31 December
NOK in millions
Note
2022
2021
Profit before taxes
3 569
25 475
Income taxes paid
(1 509)
( 569)
Net (gains) losses, impairment and change in fair value of financial assets and liabilities
-
(10 383)
Depreciation, amortisation and impairment losses
50
18
Net currency (gains) losses not relating to operating activities
3 208
(1 747)
Net changes in interest accruals against Group companies
(316)
( 48)
Received dividend
-
8 000
Recognised dividend
-
(8 000)
Interest received
576
137
Interest paid
(1 381)
( 921)
Net changes in other accruals
957
673
Net cash flow from operating activities
5 154
12 635
Purchases of property, plant and equipment and intangible assets
(3)
(2)
Purchases of and capital increase in subsidiaries
-
(3 025)
Net cash flow from investing activities
(3)
(3 027)
Proceeds from borrowings
2 077
1 035
Repayments of borrowings
(7 699)
(4 445)
Payments of lease liabilities
8
( 23)
( 6)
Net change in Group's cash pool
7 883
2 684
Dividends paid to equity holders of Telenor ASA
(13 015)
(12 595)
Net cash flow from financing activities
(10 777)
(13 327)
Effect on cash and cash equivalents of changes in foreign exchange rates
132
( 54)
Net change in cash and cash equivalents
(5 494)
(3 773)
Cash and cash equivalents as of 1 January
5 368
9 141
Cash and cash equivalents as of 31 December
( 126)
5 368
Specification of cash and cash equivalents:
Liquid assets and short-term placements
4 651
7 333
Drawing from Group's cash pool
(4 777)
(1 965)
Cash and cash equivalents as of 31 December
( 126)
5 368
| Financial Statements Telenor ASA | Annual Report 2022 | 158
Parent Company Statement of Changes in Equity
Telenor ASA – for the years ended 31 December 2021 and 2022
NOK in millions (except for number of shares)
Number
of shares
Share
capital
Treasury
shares
Share
premium
Pension re-
measurement
reserve
Other
reserves
Retained
earnings
Total
equity
Equity as of 1 January 2021
1 399 458 033
8 397
-
69
52
(19 306)
111 623
100 835
Net income for the period
-
-
-
-
-
-
23 845
23 845
Other comprehensive income for the period
-
-
-
-
(27)
-
-
(27)
Total comprehensive income
-
-
-
-
(27)
-
23 845
23 818
Dividends
-
-
-
-
-
-
(12 595)
(12 595)
Share-based payment, exercise of share
options and distribution of shares
-
-
-
-
-
7
-
7
Equity as of 31 December 2021
1 399 458 033
8 397
-
69
25
(19 299)
122 873
112 065
Net income for the period
-
-
-
-
-
-
5 776
5 776
Other comprehensive income for the period
-
-
-
-
26
-
-
26
Total comprehensive income
-
-
-
-
26
-
5 776
5 802
Dividends
-
-
-
-
-
-
(13 015)
(13 015)
Share-based payment, exercise of share
options and distribution of shares
-
-
-
-
-
4
-
4
Equity as of 31 December 2022
1 399 458 033
8 397
-
69
51
(19 295)
115 634
104 856
| Notes to the Financial Statements Telenor ASA | Annual Report 2022 | 159
Notes to the Financial Statements of Parent
Company
Telenor ASA
Contents notes
1
General information and summary of significant
11
Financial instruments and risk management
accounting principles
12
Equity and dividends
2
Salaries and personnel costs
13
Current non-interest-bearing liabilities
3
Other operating expenses
14
Pension obligations
4
Research and development costs
15
Related parties
5
Financial income and expenses
16
Guarantees
6
Income taxes
7
Intangible assets
8
Leases
9
Shares in subsidiaries
10
Other financial assets
| Notes to the Financial Statements Telenor ASA | Annual Report 2022 | 160
NOTE 1
General information and summary of significant accounting principles
Telenor ASA is a holding company and contains the Group Management, Corporate Functions, Research and Development and the Group’s internal
bank (Group Treasury).
The financial statements have been prepared in accordance with simplified IFRS pursuant to the Norwegian Accounting Act § 3-9 and regulations
regarding simplified application of IFRS issued by the Ministry of Finance on 21 January 2008.
Telenor ASA’s accounting principles are consistent with the accounting principles for the Group. Where the notes for the parent company are
substantially different from the notes for the Group, these are shown below. Otherwise, refer to the notes to the consolidated financial statements.
Telenor ASA uses the indirect method for the statement of cash flows. Cash and cash equivalents consist of liquid assets, short-term placements,
and drawings from cash pool. Net change in Group internal drawing rights are loans to, and placements from Group companies. These loans and
placements have high turnover and are presented net.
Revenues are mainly sale of Group services to other Group companies, sale of research and development services and sale of other consultancy
services. Purchases from other Group companies consist mainly of consultancy fees in strategic Group projects, property lease, IT-operations, and
maintenance. Telenor ASA conducts the main part of the external debt financing in the Group, and provides loan and guarantees to, and receives
deposits from Group companies. See note 30 to the consolidated financial statements.
Shares in subsidiaries and loans provided to subsidiaries are evaluated at the lower of cost or fair value. Any impairment losses and reversal of
impairment losses are classified as net gains (loss and impairment) on financial assets in the income statement.
NOTE 2
Salaries and personnel costs
The Group’s Chief Executive Officer and the Board of Directors have the same positions in Telenor ASA. Please refer to chapter 11 and 12 in the
corporate governance section of the Board of Directors’ report as well as note 37 and note 38 of the consolidated financial statements, for further
information about compensation to the Board of Directors, management and auditor.
NOK in millions
2022
2021
Salaries and holiday pay
(457)
(455)
Social security tax
(69)
(67)
Pension cost including social security tax (note 14)
(65)
(67)
Share-based payments
1)
(24)
(26)
Other personnel costs
(19)
(16)
Total salaries and personnel costs
(634)
(631)
Number of labour-years employed, average
321
341
1)
Share-based payments are costs related to Telenor's employees share program and Long Term Incentive plan (LTI) for senior executives and key personnel.
NOTE 3
Other operating expenses
NOK in millions
2022
2021
Operating expenses related to country offices and services from shared service centres
(297)
(134)
Cost of premises, vehicles, office equipment, operation and maintenance etc.
(127)
(162)
Marketing, representation and sales commission
(27)
(50)
Workforce reductions and onerous contracts
(105)
(30)
Other operating expenses
1)
(362)
(514)
Total other operating expenses
(918)
(890)
1)
Other operating expenses are primarily related to safeguarding of interests and assessment of new market opportunities. In addition, audit fees and other fees
to the auditor are included, see note 38 in the consolidated financial statements. Provision for bad debt of NOK 204 million is recognised against intercompany
trade receivables, a reduction of NOK 147 million compared to 2021.
NOTE 4
Research and development costs
Research and development expenses in Telenor ASA were NOK 135 million in 2022 and NOK 131 million in 2021. Research and development activities
relate to new technologies and secure full utilisation of existing technologies and network.
| Notes to the Financial Statements Telenor ASA | Annual Report 2022 | 161
NOTE 5
Financial income and expenses
NOK in millions
2022
2021
Interest income from Group companies
643
70
Group contribution and dividends from subsidiaries
7 011
14 903
Other financial income
187
87
Other financial income from Group companies
-
1
Total financial income
7 841
15 061
Interest expenses to Group companies
(426)
(15)
Interest expenses (external)
(958)
(952)
Total financial expenses
(1 384)
(967)
Foreign currency gain
932
2 804
Foreign currency loss
(3 495)
(1 347)
Net foreign currency gains (losses)
(2 563)
1 457
Net change in fair value of financial instruments at fair value through profit or loss
611
229
Net change in fair value of hedging instruments and hedged items
(205)
(44)
Net change in fair value of financial instruments
406
185
Gains on transfer of shares in subsidiaries
-
12 659
Impairment losses on shares in subsidiaries
-
(2 276)
Net gains (losses and impairment) on financial assets
-
10 383
Net financial income (expenses)
4 300
26 119
1)
Gains on transfer of shares in subsidiaries relate to transfer of shares in Telenor Infra AS to the wholly owned subsidiary Telenor Networks Holding AS as
contribution in-kind.
2)
The impairment is related to Telenor Real Estate AS and due to Telenor Real Estate AS paid out a dividend to Telenor ASA of NOK 3.0 billion in 2021.
Group contribution and dividends received from Group companies is recognised as financial income in the year it is approved by the General
Meeting in the relevant company and Telenor ASA obtains the right to the Group contribution and dividends. In 2022, Telenor ASA received and
recognised NOK 7.0 billion in taxable Group contribution, which relates to the financial year 2021.
In 2021, Telenor ASA received and recognised NOK 6.9 billion in taxable Group contribution, which relates to the financial year 2020. Telenor ASA
also received dividends of NOK 5.0 billion from Telenor Mobile Holding AS and dividend of NOK 3.0 billion from Telenor Real Estate AS. Telenor
Mobile Holding AS has also distributed dividends received from its subsidiaries.
| Notes to the Financial Statements Telenor ASA | Annual Report 2022 | 162
NOTE 6
Income taxes
NOK in millions
2022
2021
Profit before taxes
3 569
25 475
Current taxes
-
(1 667)
Reversal of tax expense related to losses on guarantee for Unitech Wireless (India)
2 491
-
Reversal of tax provision related to losses on loans and guarantees
330
-
Resolution of disputed items and adjustment in previous years’ current income tax
128
(42)
Change in deferred taxes
(742)
79
Income tax
2 207
(1 630)
Tax basis
Profit before taxes
3 569
25 475
Effect of other comprehensive income and tax-free transfers
33
(34)
Non-deductible expenses and tax-free income
(197)
(10 009)
Group contribution previous year
(7 011)
(6 903)
Dividend – tax-free
-
(8 000)
Changes in temporary differences recognised in income statement
338
(23)
Change in previously years deferred tax assets
-
61
Group contribution current year
-
7 011
Tax loss carryforwards
3 268
-
Tax basis for the year
-
7 577
Current taxes at nominal income tax rate in Norway (22% in 2022 and 2021)
-
1 667
Effective tax rate
Income tax expense at corporate income tax rate in Norway (22% in 2022 and 2021)
(785)
(5 605)
Non-deductible expenses and tax-free income
36
2 209
Accounting effect of received tax-free dividend
-
1 760
Resolution and adjustments of disputed item
2 949
12
Other
7
(7)
Income tax
2 207
(1 630)
Effective tax rate in %
-61.83%
6.40%
NOK in millions
2022
2021
Changes
Temporary differences as of 31 December
Non-current assets
(4)
(15)
11
Interest element in connection with fair value hedges of liabilities
3 277
(653)
3 930
Financial derivatives
(4 566)
(737)
(3 829)
Losses on guarantees
(280)
(280)
-
Other accruals for liabilities
(86)
(10)
(76)
Pension liabilities
(332)
(399)
67
Group contribution
-
(7 011)
7 011
Disallowed interest deduction carried forward
(441)
-
(441)
Tax loss carryforwards
(3 268)
-
(3 268)
Total temporary differences as of 31 December
(5 700)
(9 105)
3 405
Tax rate
22%
22%
-
Net deferred tax assets
1 254
2 003
(749)
Changes in net deferred tax assets:
Recognised in other comprehensive income
1)
(7)
Recognised in the income statement
(742)
1)
Deferred taxes recognised in other comprehensive income is related to tax re-measurement of defined benefit pension plans. Other comprehensive income
elements are presented gross in the comprehensive income with the related tax effect on a separate line. Tax effect of 22% is included in change in deferred
taxes.
| Notes to the Financial Statements Telenor ASA | Annual Report 2022 | 163
The general tax rate in Norway is 22% in 2022.
In 2012, Telenor ASA recorded a loss after having repaid, as guarantor, all Unitech Wireless’ interest-bearing borrowings, amounting to NOK 10.6
billion. A deferred tax asset of NOK 2.5 billion was recognised. In 2013, the business transfer from Unitech Wireless to Telenor India was completed,
and Telenor ASA deducted NOK 9.3 billion as loss on guarantees in its tax filing. In 2019, Telenor ASA has received a reassessment order from the
Norwegian tax authorities disallowing deduction for the loss, which increases previous years’ current income tax with NOK 2.5 billion in 2019. The
decision was upheld by the Tax Appeal Board. Telenor ASA has appealed the decision to the district court. On 28 March 2022, the district court
decided in favor of Telenor ASA, and the tax expense was reversed with NOK 2.5 billion in 2022. The government has appealed the ruling to the
Appeal Court, and the appeal is scheduled to be heard in April 2023.
Telenor ASA claimed deductions for losses on loans and guarantees related to the subsidiary Cinclus Technology AS in 2008 with NOK 0.5 billion
and in 2011 with NOK 0.7 billion. The Tax Office disallowed deductions for 2008 by decision of 21 December 2016, and for 2011 by decision of 21
February 2018. Telenor ASA appealed the decisions. On 6 June 2022, the Tax Appeal Board decided that Telenor ASA should be allowed
deductions, and the tax expense was therefore reversed by an additional NOK 0.3 billion in 2022.
Non-deductible expenses and tax-free income for 2021 includes gain of NOK 12.7 billion on transfer of shares in Telenor Infra AS to the wholly
owned subsidiary Telenor Networks Holding AS as contribution in-kind, and impairment of NOK 2.3 billion related to Telenor Real Estate AS and
comes as a consequence after Telenor Real Estate AS paid out a dividend to Telenor ASA of NOK 3.0 billion in 2021.
| Notes to the Financial Statements Telenor ASA | Annual Report 2022 | 164
NOTE 7
Intangible assets
2022
NOK in millions
Accumulated cost
as of 1 January
Additions
Disposals
Amortisations
and impairment
losses
Accumulated
amortisations
and impairment
losses
Carrying
amount as of
31 December
Software purchased (5 years)
412
-
-
-
(412)
-
Work in progress
5
-
(1)
-
-
4
Total intangible assets
417
-
(1)
-
(412)
4
2021
NOK in millions
Accumulated cost
as of 1 January
Additions
Disposals
Amortisations
and impairment
losses
Accumulated
amortisations
and impairment
losses
Carrying
amount as of
31 December
Software purchased (5 years)
412
-
-
(1)
(412)
-
Work in progress
5
-
-
-
-
5
Total intangible assets
417
-
-
(1)
(412)
5
NOTE 8
Leases
Group as lessee
The Group disposed of its ownership of the headquarter office building at Fornebu, Norway in 2020.
Upon closing of the transaction, the Group entered into several lease agreements with Snarøyveien 30 AS for leasing back office space in parts of
the building. In 2021 Telenor Group has entered corresponding new lease agreements with Group companies that have offices at Fornebu with the
same conditions.
The non-cancellable period under the lease agreements is between 7-15 years, with a lease term of 7-25 years.
Telenor ASA has accounted for the new lease agreements in accordance with IFRS 16 from commencement date of the agreement on 1 October
2021.
Lease liability and a corresponding right-of-use asset is recognised at the commencement date of the lease.
Property lease cost until the commencement date of the new agreements in 2021 is recognised as other operating expenses as in the previous
years and amounts to NOK 33 million.
Right-of-use assets
NOK in millions
Buildings
Accumulated cost
As of 1 January 2021
-
Additions
956
As of 31 December 2021
956
Additions
-
As of 31 December 2022
956
Accumulated depreciation
As of 1 January 2021
-
Amortisation
(11)
As of 31 December 2021
(11)
Amortisation
(45)
As of 31 December 2022
(56)
Carrying amount
As of 31 December 2021
945
As of 31 December 2022
900
Related lease liability disaggregated per class of right-
of-use assets
As of 31 December 2021
950
As of 31 December 2022
927
| Notes to the Financial Statements Telenor ASA | Annual Report 2022 | 165
Lease liability
2022
2021
NOK in millions
Current
Non-current
Total
Current
Non-current
Total
Lease liability related to buildings
67
860
927
67
883
950
Total lease liabilities
67
860
927
67
883
950
The lease liabilities maturity profile is as follow:
NOK in millions
Total as of
31.12.22
< 1 year
2 years
3 years
4 years
5 years
6 years
7 years
8 years
9 years
10 years
>10 years
Lease liabilities - buildings
927
67
68
69
69
67
63
64
64
65
65
266
Sum of lease liabilities
927
67
68
69
69
67
63
64
64
65
65
266
Future interest payments
289
21
20
20
20
19
18
18
17
16
15
105
Total including future interest
payments
1 216
88
88
89
89
86
81
82
81
81
80
371
Changes in lease liabilities are presented below:
NOK in millions
2022
2021
Lease liabilities as of 1 January
950
-
Increase in lease liabilities related to other lease contracts due to new contracts or modification of existing contracts
-
956
Increase due to interest expense accrued
22
5
Decrease due to repayments of principal portion of lease liabilities
(23)
(6)
Decrease due to repayments of interest portion of lease liabilities
(22)
(5)
Lease liabilities as of 31 December 2022
927
950
Cash payments made relating to lease contracts are presented below:
NOK in millions
Classification in cash flow statement
2022
2021
Repayments of lease liabilities – principal portion
Financing activities
23
6
Repayments of lease liabilities – interest portion
Operating activities
22
5
Total cash outflow
45
11
Expenses recognised in the income statement related to lease contracts are presented below:
NOK in millions
Classification in income statement
2022
2021
Depreciation of right-of-use assets
Depreciation and amortisation
45
11
Interest expenses on lease liabilities
Financial expenses (note 5)
22
5
Variable lease expenses not dependant on index or rate
Other operating expenses (note 3)
28
27
Total
95
43
| Notes to the Financial Statements Telenor ASA | Annual Report 2022 | 166
NOTE 9
Shares in subsidiaries
The table below sets forth Telenor ASA’s ownership interest in its subsidiaries. These subsidiaries will mainly be holding companies. Shares owned
by the subsidiaries are shown in note 34 in the consolidated financial statements. Ownership interests correspond to voting interest if not
otherwise stated.
Shares in subsidiaries
NOK in millions
Office
Ownership interest
in % 2022
Ownership interest
in % 2021
Carrying amount as of
31 December 2022
Carrying amount as of
31 December 2021
Telenor Networks Holding AS
Norway
100.0
100.0
71 277
70 765
Telenor Global Shared Services AS
Norway
100.0
100.0
626
626
Telenor Communication II AS
Norway
100.0
100.0
7 235
7 235
Telenor Mobile Holding AS
Norway
100.0
100.0
70 977
70 977
Telenor KB AS
Norway
100.0
100.0
-
-
Telenor Forsikring AS
Norway
100.0
100.0
300
300
Telenor Maritime AS
1)
Norway
98.9
98.9
172
172
Telenor GTI AS
Norway
100.0
100.0
3 850
3 850
Cinclus Technology AS
Norway
100.0
100.0
-
-
Telenor Digital AS
Norway
0.0
100.0
-
512
Telenor Real Estate AS
Norway
100.0
100.0
351
351
Total
154 787
154 787
1)
The remaining 1.1% of shares in Telenor Maritime AS are owned by Telenor Communication II AS.
2)
Telenor Digital AS is merged with Telenor Linx AS which is owned by Telenor Networks Holding AS in 2022.
NOTE 10
Other financial assets
NOK in millions
2022
2021
Capital contribution in Telenor Pension Fund
1)
298
298
Derivatives financial instruments
960
29
Fair value hedging instruments
-
738
Other financial assets external
2)
3 239
978
Total other non-current financial assets
4 497
2 043
Receivables from Group companies
86
317
Other current financial assets external
113
513
Total other current financial assets
199
830
1)
The amount capitalised in the statement of financial position is the cost price, which is considered an approximation of fair value. Telenor ASA holds the entire
core capital in the Telenor Pension Fund. The capital contribution to Telenor Pension Fund is classified as equity investment .
2)
Other financial assets external in 2022 include NOK 2.6 billion related to the district court decision on 28 March 2022 in favor of Telenor ASA due to guarantee
of Unitech Wireless' interest-bearing borrowings. See also Note 6 Income taxes.
| Notes to the Financial Statements Telenor ASA | Annual Report 2022 | 167
NOTE 11
Financial instruments and risk management
Risk management
Telenor ASA’s treasury function is responsible for financial risk management including liquidity management, interest rate risk, managing foreign
exchange risk, credit risk and capital management. The activities in the treasury function are performed according to policies and procedures
approved by the Board of Directors of Telenor ASA.
Telenor ASA issues debts in Norwegian and foreign capital market mainly through certificates and bonds. In addition, Telenor ASA has established
a sustainability-linked committed syndicated revolving credit facility of EUR 1.8 billion with maturity in 2025.
Financing of the Group’s activities implies that Telenor ASA’s income statement is exposed to changes in interest rates in the market. Fluctuation in
interest rates also influences the fair value of assets and liabilities.
Telenor ASA holds debt in other currencies than Norwegian Kroner (NOK) and is exposed to currency risk related to changes in value of NOK
compared to other currencies. Net investment hedge relationships are established to match currency fluctuation on debt instruments to currency
fluctuations on foreign investments.
The Company is exposed to credit risk related to receivables and financial instruments with positive value against external parties and other
companies in the Group.
Telenor ASA uses derivatives as forward currency contracts and interest rate swaps to manage the risk exposure related to changes in currency
and interest rates. All derivative contracts are measured at fair value with changes through profit and loss. If the derivatives are designated for cash
flow hedge accounting or as part of a hedge of net investment, the changes in fair value are recognised as other comprehensive income.
Telenor ASA is exposed to the interest rate benchmark reform (IBOR reform) through financial instruments with exposures from EURIBOR and USD
Libor interest rate fixings. As of 31 December 2022, there are no effects on Telenor ASAs fair value hedging relationships as a result of the IBOR
reform. Telenor ASA is monitoring and managing the transition to alternative benchmark rates and is in dialogue with counterparties about the
IBOR reform.
See also note 31 in the consolidated financial statements where interest rate risk is explained in detail.
See also note 27 and note 31 in the consolidated financial statements where financial risks and accounting for financial instruments are explained in
detail.
Fair value of financial instruments
Principles for estimating fair values
Based on the characteristics of the financial instruments that are recognised in the financial statements, the financial instruments are grouped into
the classes and categories described below. The estimated fair values of the financial instruments are based on market prices and the valuation
methodologies per class are described below.
Fair value hierarchy
Telenor ASA measures fair values using the following fair value hierarchy that reflects the significance of the inputs used in measuring fair value:
Level 1:
Level 2:
indirectly (i.e. derived from prices).
Level 3:
Interest-bearing liabilities
Fair values of interest-bearing liabilities are based on quoted prices where available. Interest-bearing liabilities that are not traded in an active
market have been calculated using yield curves, which incorporates estimates of the Telenor ASA credit spread. The credit curve has been
extrapolated using indicative prices on debt issuance by Telenor ASA for different maturities. The yield curves have been interpolated from cash
and swap curves observed in the market for different currencies and maturities.
Trade receivables and other current and non-current financial assets
For trade receivables and other current receivables, the nominal amount is assessed to be a reasonable approximation of fair value. The effect of
not discounting is considered to be immaterial for this class of financial instruments.
Equity investments
Fair values for listed shares are based on quoted prices at the end of the reporting period. Fair value of unlisted shares is calculated using
commonly used valuation techniques or measured at cost if the investment does not have a quoted market price in an active market and the fair
value cannot be reliably measured.
Trade payables and other non-interest-bearing financial liabilities
For trade payables and other non-interest-bearing financial liabilities the nominal amount is assessed to be a reasonable approximation of fair
value. The effect of not discounting is considered to be immaterial for this class of financial instruments.
| Notes to the Financial Statements Telenor ASA | Annual Report 2022 | 168
Cash and cash equivalents
The fair value for this class of financial instruments is assessed to be equal to the nominal amount.
Derivatives
Fair values of currency swaps, foreign currency forward contracts and interest rate swaps are estimated based on calculating the net present value
of future cash flows, using interest rate curves, exchange rates and currency spreads as of 31 December 2022 and 2021, respectively.
2022
NOK in millions
Carrying
amount
Total as of
31 December 2022
2023
2024-2026
2027-2031
2032->
Interest-bearing liabilities
Bonds and Commercial Papers
66 586
70 038
5 263
27 934
26 315
10 526
Other interest-bearing liabilities
3 640
-
-
-
-
-
Total interest-bearing liabilities external
70 225
70 038
5 263
27 934
26 315
10 526
Other interest-bearing liabilities Group
companies
15 170
15 170
15 170
-
-
-
Drawing on Group cash pools
4 777
4 777
-
-
-
4 777
Interest-bearing liabilities Telenor Group
19 947
19 947
15 170
-
-
4 777
Non-interest-bearing liabilities
Trade and other payables external
539
539
539
-
-
-
Trade and other payables Group companies
112
112
112
-
-
-
Other current non-interest-bearing liabilities
237
237
237
-
-
-
Derivative financial instruments liabilities
1 803
1 803
382
1 236
185
-
Other non-current non-interest-bearing liabilities
73
73
-
73
-
-
Total non-interest-bearing liabilities
2 763
2 764
1 270
1 309
185
-
Total
92 935
92 749
21 703
29 243
26 501
15 303
Future interest payments
-
7 038
1 441
3 373
1 723
500
Total including future interest payments
92 935
99 787
23 144
32 616
28 224
15 804
2021
NOK in millions
Carrying
amount
Total as of
31 December 2021
2022
2023-2025
2026-2030
2031->
Interest-bearing liabilities
Bonds and Commercial Papers
72 229
71 775
4 992
21 855
29 952
14 976
Other interest-bearing liabilities
120
-
-
-
-
-
Total interest-bearing liabilities external
72 349
71 775
4 992
21 855
29 952
14 976
Other interest-bearing liabilities Group
companies
7 480
7 480
7 480
-
-
-
Drawing on Group cash pools
1 965
1 965
-
-
-
1 965
Interest-bearing liabilities Telenor Group
9 445
9 445
7 480
-
-
1 965
Non-interest-bearing liabilities
Trade and other payables external
631
631
631
-
-
-
Trade and other payables Group companies
55
55
55
-
-
-
Other current non-interest-bearing liabilities
2 239
2 239
2 239
-
-
-
Derivative financial instruments liabilities
1 755
1 755
678
513
502
63
Other non-current non-interest-bearing liabilities
47
47
-
47
-
-
Total non-interest-bearing liabilities
4 727
4 727
3 603
560
502
63
Total
86 522
85 948
16 075
22 415
30 454
17 004
Future interest payments
-
5 584
818
2 563
1 592
610
Total including future interest payments
86 522
91 531
16 894
24 978
32 046
17 614
For specification regarding external interest-bearing liabilities in Telenor ASA, see note 30 in the consolidated financial statements.
| Notes to the Financial Statements Telenor ASA | Annual Report 2022 | 169
Changes in external interest-bearing liabilities
NOK in millions
2022
2021
As of 1 January
72 349
79 781
Change in cash flow from financing activities
(5 622)
(3 410)
Change in fair value adjustment of hedge items
(3 931)
(1 134)
Change in fair value of hedge instruments
3 520
120
Effects from changes in foreign exchange rates
3 418
(3 671)
Interest
33
30
Other changes
458
633
As of 31 December
70 225
72 349
1)
Classified as cash flow from operating activities.
| Notes to the Financial Statements Telenor ASA | Annual Report 2022 | 170
NOTE 12
Equity and dividends
Allocation of equity and dispositions over the last two years is shown in a separate table, see statement of changes in shareholders’ equity.
Nominal value per share is NOK 6.
Dividends paid and proposed
2022
2021
Dividends per share in NOK – paid
9.30
9.00
Dividends per share in NOK - proposed by the Board of Directors
9.40
9.30
Dividend of NOK 13.0 billion has been recognised to equity in 2022 (NOK 12.6 billion in 2021).
Board of Directors proposes an ordinary dividend of NOK 9.40 for 2022 (NOK 13.2 billion), to be declared by the Annual General Meeting (AGM) on 10
May 2023. The proposed dividend shall be split into two tranches of NOK 5.00 and NOK 4.40 per share, to be paid in May and October 2023,
respectively.
At the Extraordinary General Meeting on 26 January 2023, The Board of Directors authorised a new share buyback program. At the same time the
company has the intention to enter into an agreement with the Norwegian State represented by the Ministry of Trade, Industry and Fisheries to buy
back shares for the purpose of cancellation of shares and write-down of share capital in order to maintain the Government proportion of the total
shares. The Board of Directors is authorised to acquire up to 47 000 000 own shares with nominal value of NOK 282 million which corresponds to
approximately 3.4% of the company’s share capital. The share buyback is limited to NOK 3.7 billion. The authorisation is valid until 31 December
2023.
NOTE 13
Current non-interest-bearing liabilities
NOK in millions
Category
2022
2021
Trade payables to Group companies
FLAC
1)
112
55
Financial derivatives to Group companies
FVTPL
-
3
Current non-interest-bearing liabilities within the Group
112
58
Trade payables external
FLAC
539
631
Government taxes, tax deductions, holiday pay etc.
NF
2)
121
123
Income taxes payable
NF
20
1 986
Financial derivatives
FVTPL
382
675
Other current liabilities
FLAC
97
130
Current non-interest-bearing external liabilities
1 159
3 545
1)
FLAC: Financial liabilities at amortised cost.
2)
NF: Non-financial assets and liabilities.
| Notes to the Financial Statements Telenor ASA | Annual Report 2022 | 171
NOTE 14
Pension obligations
Telenor ASA is obliged to follow and complies with the Act on Mandatory Company Pensions. The company has a
pension scheme according to the requirements set in the Act. Telenor ASA follows the same assumptions as the
Group, see note 21 to the consolidated financial statements.
Changes in the defined benefit obligation and fair value of plan assets
2022
2021
NOK in millions
Defined
benefit
obligation
Fair value
plan assets
Net liability
defined
benefit
Defined
benefit
obligation
Fair value
plan assets
Net liability
defined
benefit
As of 1 January
(1 572)
1 172
(399)
(1 457)
1 060
(397)
Service cost
(30)
-
(30)
(32)
-
(32)
Net interest
(29)
22
(7)
(25)
19
(6)
Sub-total included in Income Statement
(59)
22
(37)
(57)
19
(38)
Return on plan assets (excluding amounts included in net interest
expense)
-
(96)
(96)
-
1
1
Actuarial changes arising from changes in financial assumptions
148
-
148
(67)
-
(67)
Experience adjustments
(18)
-
(18)
31
-
31
Sub-total included in Other Comprehensive Income
130
(96)
34
(36)
1
(35)
Effects of business combinations and disposals
21
(15)
6
(87)
85
(1)
Contributions by employer
-
40
40
-
48
48
Benefits paid
66
(42)
24
65
(41)
24
As of 31 December
(1 414)
1 081
(332)
(1 572)
1 172
(399)
Of which classified as:
Pension obligations
(488)
(531)
Pension assets
1)
156
132
1)
Telenor does not have a right to use the net funds in the funded plans to settle the obligations under the unfunded plans.
Telenor ASA expects to contribute approximately NOK 63 million to the Telenor Pension Fund in 2022.
80 employees were covered by defined benefit plan of the Telenor Pension Fund. Telenor Pension Fund paid out pensions to 415 persons.
Components of net periodic benefit cost
NOK in millions
2022
2021
Service cost
(30)
(32)
Net interest cost
(7)
(6)
Contribution plan costs
(34)
(36)
Total pension costs recognised in the income statement
(71)
(74)
Of which reported as pension cost (note 14)
(65)
(67)
Of which reported as net interest cost (note 5)
(7)
(6)
| Notes to the Financial Statements Telenor ASA | Annual Report 2022 | 172
NOTE 15
Related parties
Telenor ASA’s transactions with its major shareholder, the Norwegian State represented by the Ministry of Trade, Industry and Fisheries, are
discussed in note 36 to the consolidated financial statements.
Telenor ASA’s other related parties consist mainly of subsidiaries of the Group. Telenor ASA sells and buys services from these companies, see
note 1 for further description, and provides loans and receives deposits from the companies. When permissible by local rules and regulations,
subsidiaries owned 90% or more are part of Telenor ASA’s cash pool systems and the internal bank in Group Treasury. Through the internal bank,
the subsidiaries can get loans, place excess liquidity, and make currency exchanges.
In addition, Telenor ASA receives dividends that are recognised as financial income, see note 5. Group contributions and dividends recognised in
2022 and 2021 of NOK 7,011 million and NOK 14,903 million, respectively, are received from companies within Other units.
Lease liabilities to Telenor Real Estate AS of NOK 927 million are included under Financial transactions, Liabilities, see note 8.
Sales and purchases of services, receivables, and liabilities
2022
2021
NOK in millions
Sales
Purchases
Receivables
Liabilities
Sales
Purchases
Receivables
Liabilities
Subsidiaries
Norway
263
42
32
35
255
42
13
13
Sweden
88
30
11
(1)
78
10
28
(2)
Denmark
40
12
2
4
37
9
6
3
Finland
57
9
1
2
5
2
-
-
dtac – Thailand
127
-
13
-
143
1
2
1
Digi – Malaysia
95
2
-
-
103
2
17
-
Grameenphone – Bangladesh
59
-
310
9
104
-
247
6
Pakistan
50
6
183
1
50
5
58
2
Myanmar
9
1
-
-
54
-
38
-
Other units
60
364
39
62
65
361
142
32
Total
848
466
591
112
894
432
551
55
Financial transactions, receivables, and liabilities
2022
2021
NOK in millions
Financial income
Financial expense
Receivables
Liabilities
Financial income
Financial expense
Receivables
Liabilities
Subsidiaries
Norway
313
21
5 321
-
33
-
5 180
-
Sweden
29
11
1 134
-
18
-
1 135
-
Denmark
4
8
-
13
-
-
-
13
Finland
25
1
2 351
-
-
-
680
-
Other units
273
385
23 330
16 016
19
15
24 726
8 421
Total
643
426
32 136
16 029
70
15
31 721
8 434
NOTE 16
Guarantees
NOK in millions
2022
2021
Guarantee liabilities
656
764
Guarantee liabilities contain the unrecognised guarantee liabilities issued by Telenor ASA. The guarantee liabilities mainly consist of guarantees
issued by Telenor ASA on behalf of subsidiaries.
Purchased bank guarantees are not included in the table.
| Responsibility Statement | Annual Report 2022 | 173
Responsibility Statement
We confirm that, to the best of our knowledge, the consolidated financial statements for the year ended 31 December 2022 have been prepared in
accordance with IFRS as adopted by the EU, that the financial statements for the parent company for the year ended 31 December 2022 have been
prepared in accordance with the Norwegian Accounting Act and simplified IFRS in Norway, that they give a true and fair view of the Company’s and
Group’s assets, liabilities, financial position and results of operations, and that the Report of the Board of Directors gives a true and fair review of
the development, performance and financial position of the Company and the Group and includes a description of the principle risks and
uncertainties that they face.
| Statement from the Corporate Assembly | Annual Report 2022 | 174
Statement from the Corporate Assembly of
Telenor ASA
On 22 March 2023, the Corporate Assembly of Telenor ASA passed the following resolution:
The Corporate Assembly recommends that the Annual General Meeting approves the Board’s proposal for Financial Statements
for Telenor Group and Telenor ASA for 2022 as presented to the Corporate Assembly, by transfer of NOK 5 776 million to retained earnings and a
dividend payment of NOK 9.40 per share to be paid out in two instalments of NOK 5.00 per share and NOK 4.40 per share in May and October 2023,
respectively.
| Auditor's report | Annual Report 2022 | 175
.
| Auditor's report | Annual Report 2022 | 176
| Auditor's report | Annual Report 2022 | 177
| Auditor's report | Annual Report 2022 | 178
| Auditor's report | Annual Report 2022 | 179
| Auditor's report | Annual Report 2022 | 180
| Definitions | Annual Report 2022 | 181
Definitions
Alternative Performance Measures
Telenor’s consolidated financial information is prepared in accordance with International Financial Reporting standards (IFRS). In addition,
management provides alternative performance measures that are regularly reviewed by management with the intent to enhance the
understanding of Telenor’s performance. The alternative performance measures presented may be determined or calculated differently by other
companies.
The principles for measurement of the alternative performance measures are in accordance with the principles used both for segment reporting in
note 2 in the consolidated financial statements and internal reporting to Group Management Team (GMT). The GMT are considered to be the chief
operating decision makers in Telenor, and the alternative performance measures are consistent with financial information used for assessing
performance and allocating resources.
Revenues
NOK in million
2022
2021
Mobile subscription and traffic revenues
59 153
58 174
Other mobile revenues
1 205
931
A - Total mobile service revenues
60 358
59 104
Wholesale and other mobile
4 081
4 159
Non-mobile
14 502
13 916
B - Total revenues mobile operations
78 941
77 180
Fixed telephony
586
960
Fixed Internet/TV
11 739
11 999
Other fixed services
974
973
C - Total fixed service revenues
13 300
13 931
Hardware
260
243
Wholesale and broadcasting
4 210
4 216
D - Total revenues fixed operations
17 770
18 390
E - Other service revenues
1 299
1 020
F - Total service revenues (F=A+C+E)
74 957
74 055
G - Other revenues (incl. "E - Other service revenues")
2 243
1 583
H - Total revenues (H=B+D+G)
98 953
97 153
Mobile operations
Mobile subscription and traffic
Consist of subscription and connection fees, revenues from voice (outgoing traffic) and non-voice traffic, outbound roaming, and other mobile
service revenues. Subscription and traffic include only revenues from the company’s own subscriptions.
Other mobile services
Consist of Internet of Things (IoT) and other mobile services
Mobile service revenues
Consist of subscription and traffic and other mobile revenues.
Wholesale & other mobile
Consists of inbound roaming, national roaming, revenues related to service providers and MVNOs (Mobile Virtual Network Operators), and
interconnect. Interconnect consists of revenues from incoming traffic related to the company’s own subscriptions but excludes revenues from
incoming traffic related to service provider or MVNO subscriptions.
Non-mobile
Consist of revenues from customer equipment and businesses that are not directly related to mobile operations.
Fixed operations
Telephony
Consist of subscription and connection fees, traffic (fixed to fixed, fixed to mobile, to other countries, value added services, other traffic) for
PSTN/ISDN and Voice over Internet Protocol (VoIP).
Internet and TV
Consist of subscription, traffic charges and connection fees for xDSL, cable, fibre, and fixed wireless access, in addition to revenues from TV
services. High-speed fixed internet includes fibre, cable, VDSL and fixed wireless access.
Fixed service revenues
Consist of telephony, internet and TV, and other fixed services such as leased lines and managed services.
| Definitions | Annual Report 2022 | 182
Wholesale and broadcasting
Wholesale consists of sale to service providers of telephony (PSTN/ISDN), Bitstream, LLUB, national and international interconnect, transit traffic,
leased lines, and other wholesale products. Broadcasting consists of revenues from terrestrial radio and TV transmission.
Other
Infra
Consist of revenues from passive infrastructure services in Norway.
Satellite
Consist of revenues from satellite services from the satellite position 1-degree west.
Connexion
Consist of revenues from subscription and services related to IoT, i.e., industrial mobile data applications directed at communication between
machines.
Maritime
Consist of revenues from maritime communication services.
Service revenues
Consist of mobile and fixed service revenues, and revenues from Connexion and Maritime.
Organic revenue growth
Organic revenue is defined as revenue adjusted for the effects of acquisition and disposal of operations and currency effects. We believe that the
measure provides useful and necessary information to investors and other stakeholders for the following reasons:
●
it provides additional information on underlying growth of the business without the effect of certain factors unrelated to its operating
performance
●
it is used for internal performance analysis, and
●
it facilitates comparability of underlying growth with other companies (although the term “organic” is not a defined term under IFRS and may
not, therefore, be comparable with similarly titled measures reported by other companies).
Reconciliation
NOK in miliion
2022
2021
Change whole year
Change YoY
Revenue growth
98 953
97 153
1 800
1.9%
Impact using exchange rates for 2022
-
(584)
584
M&A
-
(271)
271
Organic revenue
98 953
96 298
2 655
2.8%
NOK in miliion
2021
2020
Change whole year
Change YoY
Revenue growth
97 153
102 121
(4 967)
-4.9%
Impact using exchange rates for 2021
-
(5 564)
5 564
M&A
-
(427)
427
Organic revenue
97 153
96 130
1 023
1.1%
Organic service revenue
Service revenues consist of mobile and fixed subscription and traffic, value added services that are not included in subscription and traffic
revenues such as IoT, maritime communication and other end user related services in mobile and fixed operations. Subscription and traffic
revenues consist of revenues from mobile subscription and traffic, fixed telephony, fixed Internet/TV and fixed data services.
Organic service revenues are defined as service revenues adjusted for the effects of acquisition and disposal of operations and currency
effects. We believe that the measure provides useful and necessary information to investors and other stakeholders for the following reasons:
●
Group;
●
factors unrelated to its operating performance,
●
it is used for internal performance analysis, and
●
therefore, be comparable with similarly titled measures reported by other companies).
Reconciliation
NOK in million
2022
2021
Change whole year
Change YoY
Service revenues
74 957
74 055
902
1.2%
Impact using exchange rates for 2022
-
(477)
477
M&A
-
-
-
Organic service revenues
74 957
73 578
1 379
1.9%
NOK in million
2021
2020
Change whole year
Change YoY
Service revenues
74 055
78 379
(4 324)
-5.5%
Impact using exchange rates for 2021
-
(4 381)
4 381
M&A
-
-
-
Organic service revenues
74 055
73 998
57
0.1%
| Definitions | Annual Report 2022 | 183
Gross profit
Gross profit is a key financial parameter for Telenor and is the difference between total revenue and costs of materials and traffic charges. Gross
profit reflects the profitability contribution of Telenor’s revenue growth in its markets and therefore describes Telenor’s potential for sustainable
value creation, making gross profit a key financial parameter to follow. It is also used for internal performance analysis.
Reconciliation
NOK in millions
2022
2021
Change whole year
Change YoY
Total revenues
98 953
97 153
1 800
1.9%
Costs of materials and traffic charges
(26 404)
(25 591)
(812)
3.2%
Gross Profit
72 550
71 562
988
1.4%
Impact using exchange rates for 2022
-
(438)
438
M&A
-
(298)
298
Organic gross profit
72 550
70 825
1 724
2.4%
Reconciliation
NOK in millions
2021
2020
Change whole year
Change YoY
Total revenues
97 153
102 121
(4 967)
-4.9%
Costs of materials and traffic charges
(25 591)
(25 625)
33
-0.1%
Gross Profit
71 562
76 496
(4 934)
-6.5%
Impact using exchange rates for 2021
-
(4 148)
4 148
M&A
-
-
-
Organic gross profit
71 562
72 348
(786)
-1.1%
With effect from 2022, the organic gross profit is adjusted for the effects of acquisition and disposals in addition to currency effects. The change in
the definition from currency adjusted gross profit in 2021 to organic gross profit in 2022 is made for consistency with organic revenues and organic
EBITDA, without restating 2021 for the effects of acquisition and disposals.
Operating expenses (opex)
Operating expenses (opex) is a key financial parameter for Telenor and consists of salaries and personnel cost and other operating expenses.
Telenor’s continuous effort to improve efficiency makes opex a key financial parameter to follow. It is also used for internal performance analysis.
Reconciliation
NOK in millions
2022
2021
Change whole year
Change YoY
Salaries and personnel cost
9 998
10 014
(16)
-0.2%
Other operating expenses
20 178
18 891
1 287
6.8%
Operating expenses
30 176
28 906
1 270
4.4%
Impact using exchange rates for 2022
7
(212)
219
M&A
-
(15)
15
Organic operational expenses
30 183
28 679
1 504
5.2%
Reconciliation
NOK in millions
2021
2020
Change whole year
Change YoY
Salaries and personnel cost
10 014
10 697
(683)
-6.4%
Other operating expenses
18 891
20 596
(1 705)
-8.3%
Operating expenses
28 906
31 293
(2 388)
-7.6%
Impact using exchange rates for 2021
-
(1 689)
1 689
M&A
-
-
-
Organic operational expenses
28 906
29 604
(698)
-2.4%
With effect from 2022, the organic operating expenses are adjusted for the effects of acquisition and disposals in addition to currency effects. The
change in the definition from currency adjusted operating expenses in 2021 to organic operating expenses in 2022 is made for consistency with
organic revenues and organic EBITDA, without restating 2021 for the effects of acquisition and disposals.
EBITDA before other income and other expenses and EBITDA margin
Earnings before interest, tax, depreciation, and amortisation (EBITDA) is a key financial parameter for Telenor. EBITDA before other income and
other expenses is defined as EBITDA less gains and losses on disposals of fixed assets and operations, workforce reductions, onerous contracts,
and one-time pension costs, see note 8. EBITDA margin is defined as EBITDA before other income and other expenses divided by total revenues.
These measures are useful to investors and other stakeholders in evaluating operating profitability on a more variable cost basis as they exclude
depreciation and amortisation expenses related primarily to capital expenses and acquisitions that occurred in the past and non-recurring items,
as well as evaluating operating performance in relation to Telenor’s competitors. EBITDA margin enables comparison between segments and other
operators.
Reconciliation
NOK in millions
2022
2021
EBITDA
43 117
40 902
Other income
(2 004)
(172)
Other expenses
1 261
1 926
EBITDA before other income and expenses
42 374
42 656
| Definitions | Annual Report 2022 | 184
EBITDA margin
NOK in millions
2022
2021
Total revenues
98 953
97 153
EBITDA before other items
42 374
42 656
EBITDA margin
42.8%
43.9%
Organic EBITDA growth
Organic EBITDA growth is defined as growth in EBITDA (before other income and other expenses) adjusted for the effects of acquisition and
disposal of operations and currency effects. We believe that the measure provides useful and necessary information to investors, and other
stakeholders for the following reasons:
●
it provides additional information on underlying growth of the business without the effect of certain factors unrelated to its operating
performance, and
●
it is used for internal performance analysis.
Reconciliation
NOK in millions
2022
2021
Change whole year
Change YoY
EBITDA growth
42 374
42 656
(282)
-0.7%
Impact using exchange rates for 2022
(7)
(226)
219
M&A
(284)
284
Organic EBITDA growth
42 367
42 146
221
0.5%
NOK in millions
2021
2020
Change whole year
Change YoY
EBITDA growth
42 656
45 202
(2 546)
-5.6%
Impact using exchange rates for 2021
(2 458)
2 458
M&A
(122)
122
Organic EBITDA growth
42 656
42 622
34
0.1%
Capital expenses
Capital expenses (capex) are derived from the statement of financial position and consists of investments in property, plant and equipment (PPE),
intangible assets and prepayments for right-of-use assets excluding business combinations and asset retirement obligations. Capex is a measure
of investments made in the operations in the relevant period and is useful to investors and other stakeholders in evaluating the capital intensity of
the operations. Capex and capex/revenues are deemed to better gauge the actual investments in the period than the line items purchases of
property, plant and equipment (PPE), intangible assets and prepayments for right-of-assets in the cash flow statement.
Capex excluding licences and spectrum is relevant to users to measure the level of underlying investments. Historically, licence and spectrum
investments have varied significantly between reporting periods.
Reconciliation
NOK in millions
2022
2021
Purchases of PPE, intangible assets and prepayments for right-of-use assets
19 298
19 447
Working capital movement of PPE, intangible assets and prepayments of right-of -use assets
(683)
1 746
Deferred licence obligations
4 108
1 340
Less:
Discontinued operations
(1 404)
(1 888)
Capex
21 319
20 646
Licence and spectrum acquisition
(4 592)
(4 369)
Capex excl. licence and spectrum
16 728
16 277
Total revenues
98 953
97 153
Capex excl. licence and spectrum/Revenues (%)
16.9%
16.8%
Total Capex/Revenues (%)
21.5%
21.3%
Investments
Investments consist of capex and investments in businesses. Investments in businesses comprise acquisitions of shares and participations,
including acquisitions of subsidiaries and businesses not organised as separate companies. Investments (or total investments) is deemed to better
gauge the actual investments for the period than in the purchases of property, plant and equipment (PPE) and intangible assets line items in the
cash flow statement.
Reconciliation
NOK in millions
2022
2021
Capex
21 319
20 646
Investments in businesses
965
392
Investments
22 284
21 038
| Definitions | Annual Report 2022 | 185
Net interest-bearing debt excluding licence obligations (Net debt)
Net debt consists of both current and non-current interest-bearing liabilities, current and non-current lease liabilities less related current and non-
current hedging instruments, financial instruments, such as debt instruments and derivatives, and cash and cash equivalents. Net debt is adjusted
for licence obligations.
Net debt is a measure of the Group’s net indebtedness that provides an indicator of the overall balance sheet strength. It is also a single measure
that can be used to assess both the Group’s cash position and its indebtedness. The use of the term ‘net debt’ does not necessarily mean that the
cash included in the net debt calculation is available to settle the liabilities included in this measure.
Net debt is considered to be an alternative performance measure as it is not defined in IFRS. The most directly comparable IFRS measure is the
aggregate interest-bearing liabilities (both current and non-current) and cash and cash equivalents. A reconciliation from these to net debt is
provided below.
Reconciliation
NOK in millions
2022
2021
Non-current interest-bearing liabilities
82 724
87 811
Non-current lease liabilities
24 417
28 101
Current interest-bearing liabilities
9 169
9 276
Current lease liabilities
6 674
6 977
Less:
Cash and cash equivalents
(9 929)
(15 223)
Hedging instruments
(27)
(1 071)
Financial instruments
(277)
(327)
Adjustments:
Non-current licence obligations
(11 944)
(12 496)
Current licence obligations
(2 931)
(2 264)
Net interest-bearing debt excluding licence obligations
97 875
100 783
Leverage
In recent years, Telenor has measured leverage as the ratio of Net debt to EBITDA before other items. Following the structural changes in the
portfolio, and triggered by closing of the merger in Malaysia, Telenor measures the leverage from 2022 as the ratio of Net debt to EBITDA before
other items and dividends from associated companies and joint ventures.
The leverage definition is aligned with our alternative performance measure organic EBITDA before other items growth for controlled entities, and
cash flow contribution from associates and joint ventures. Further, the usage of EBITDA before other items for controlled entities prevents
temporary spikes in leverage due to other income and expenses and thus ensures transparency and a better understanding of Telenor’s ability to
cover debt with profits from its regular operations.
Telenor aims to maintain a solid balance sheet through keeping leverage ratio in the range of 1.8x to 2.3x, in order to maintain financial flexibility and
ensure cost efficient funding. The measure provides useful information about the strength of our financial position and is regularly reported
internally.
Leverage
2022
2021
A - Net Debt
97 875
100 783
B - EBITDA before other items
42 374
49 162
C - Dividends from associates and joint ventures
1 376
-
D - Leverage ratio D=A/(B+C)
2.2
2.1
Dividend from associated companies and joint ventures during 2022 includes dividends from Digi of NOK 0.8 billion before merger with Celcom.
EBITDA before other items for 2021 includes EBITDA before other items contribution from Digi.
Free cash flow
Telenor makes use of Free cash flow and Free cash flow before M&A activities as important performance measures when presenting and
discussing the reported results. We believe it is both useful and necessary to communicate Free cash flow and Free cash flow before M&A activities
for the following reasons:
●
Free cash flow and Free cash flow before M&A activities allow management and investors to evaluate Telenor’s liquidity and cash generated
by the operations.
●
Free cash flow excludes items that are deemed discretionary, such as financing activities. In addition, Free cash flow before M&A activities
excludes cash flows relating to acquisitions and disposals of businesses.
●
Free cash flow facilitates comparability with other companies, although Telenor’s measure of Free cash flow may not be directly comparable
to similar titled measures used by other companies.
●
These measures are used for planning, reporting and incentive purposes.
| Definitions | Annual Report 2022 | 186
A reconciliation of Net cash flow from operating activities and Net cash flow from investing activities to Free cash flow and Free cash flow before
M&A activities is provided in the table below.
Reconciliation
NOK in millions
2022
2021
Net cash flows from operating activities
39 222
42 272
Net cash flows from investing activities
(23 145)
(17 228)
Payments of lease liabilities related to spectrum licences
(2 484)
(2 871)
Payments of lease liabilities related to other lease contracts
(5 589)
(5 954)
Repayments of borrowings - supply chain financing
21
(1)
Dividends paid to and purchase of shares from non-controlling interest
(2 802)
(3 551)
Adjustment for payment to Axiata by CelcomDigi after the merger
5 381
-
Free cash flow
10 604
12 668
M&A activities
739
1 653
Free cash flow before M&A activities
9 865
11 015
Net cash flows from investing activities include the negative deconsolidation effect of the cash balances in Digi on 30 November 2022 before the
merger. The closing cash balance in Digi was NOK 6.4 billion which include NOK 5.4 billion financing obtained externally by Digi to make payment to
Celcom’s owner, Axiata, right after the merger. Since free cash flow has, by definition, one sided negative effect through investing activities of NOK
5.4 billion, an adjustment has been made to exclude the negative effect from free cash flow. Total cash flow including financing activities is not
affected by this adjustment.
Return On Capital Employed (ROCE)
When evaluating different financial metrics before making an investment, the return on capital employed is also considered. Return on capital
employed is calculated by dividing the return of last twelve months by the average balance of capital employed for the same twelve-month period.
Return is defined as operating profit including share of profits from associated companies and joint ventures, less income taxes. Capital employed
is defined as the sum of total equity and net interest-bearing debt including licence obligations and net pension obligations. The average of capital
employed during the period is calculated as average of opening and closing balance for the given twelve-month period.
The calculated return on capital employed is based on the actual generated return, and hence it may be impacted by unusual returns or losses at a
particular point of time.
Reconciliation
NOK in millions
2022
2021
Operating profit
17 346
17 654
Share of net income (loss) including gains/losses from associated companies and joint ventures
(303)
(459)
Income taxes
2 914
(5 008)
A - Earnings
19 958
12 187
Total equity as of beginning of the period
31 500
43 918
Net interest-bearing debt including licence obligations as of beginning of the period
115 543
127 485
Net pension obligations as of beginning of the period
2 429
2 747
B - Total capital employed as of beginning of the period
149 472
174 150
Total equity as of end the period
64 375
31 500
Net interest-bearing debt including licence obligations as of end of the period
112 750
115 543
Net pension obligations as of end of the period
1 919
2 429
C - Total capital employed as of end of the period
179 045
149 472
D- Average capital employed before adjustments (D=(B+C)/2)
164 258
161 811
E - Adjustment for Telenor Myanmar
(117)
5 756
E - Adjustment for Digi's capital employed
6 026
12 463
E - Adjustment for CelcomDigi
17 218
-
F - Average capital employed (F=D-E)
141 131
143 592
G - Return on capital employed (G=A/F)
14%
8%
Published by Telenor ASA
N-1360 Fornebu, Norway
Phone: +47 67 89 00 00
Investor Relations:
E-mail: ir@telenor.com
www.telenor.com