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Value Creation Value Creation Financial Statements 2010 Financial Statements Governance 02 Directors’ Report 10 Corporate Governance Statement 19 Directors’ Remuneration Report 31 Audit Committee Report Financial Statements 36 Statement of Directors’ Responsibilities 37 Independent Auditor’s Report to the Members of Petropavlovsk PLC 38 Consolidated Income Statement 39 Consolidated Statement of Recognised Income and Expense 40 Consolidated Statement of Changes in Equity 41 Consolidated Balance Sheet 42 Consolidated Cash Flow Statement 43 Notes to the Consolidated Financial Statements 92 Statement of Directors’ Responsibilities – Company 93 Independent Auditor’s Report to the Members of Petropavlovsk PLC 94 Company Balance Sheet 95 Notes to the Company Financial Statements Petropavlovsk Financial Statements 2010 Governance Financial Statements 2010 1 Overview Financial Statements The Directors’ Report and financial statements contained herein, Book 2, the Financial Statements 2010, must be read in conjunction with Book 1, the Annual Report 2010. Book 1 includes information that is cross referred to and from the Directors’ Report and financial statements, and which is necessary to form a complete set of Consolidated Financial Statements. Petropavlovsk Financial Statements 2010 Directors’ Report For the year ended 31 December 2010 Report and financial statements The Directors present their report and the audited financial statements for the year ended 31 December 2010. Principal activities and future development The principal activities of the Group during the year, which are mainly based in Russia, were: ``Gold mining at the Pokrovskiy, Pioneer and Malomir deposits (including exploration and development) and the Group’s alluvial deposits, including those currently held under ZAO ZRK Omchak; ``The acquisition, exploration and development of related reserves and resources in the Amur north-east belt, Yamal and Krasnoyarsk regions including, Albyn and Tokur, YamalZoloto/ Yamal Mining Company and portfolio assets; ``The acquisition, exploration and development by IRC of iron-related reserves and resources including Garinskoye and Bolshoi Seym in the Amur Region and the Kimkanskoye and Sutarskoye deposits in the EAO; ``Iron ore production started at Kuranakh; ``Development by IRC of related infrastructural opportunities including the Nizhneleninskoye-Tongjiang bridge project in the EAO and the Sovertskaya Gavan seaport project in the Khabarovsk Krai Region; ``Evaluation of potential acquisition and joint venture opportunities in gold mining in Russia; and ``Evaluation of potential business opportunities. Plans for future developments are included in the statements of the Chairman and the Chief Executive Officer on pages 6 to 9 of the Annual Report 2010. Post balance sheet events Details of events occurring since 31 December 2010 are set out in note 38 of the Financial Statements 2010 on page 89. Business review and Group results Under Section 417 of the Companies Act 2006, the Directors are required to prepare a business review. This comprises of the following, each of which is incorporated by reference into, and forms part of this Directors’ Report: ``The statements in the section Building a Russian Mining Champion on pages 2 to 3 of the Annual Report 2010; ``The statements of the Chairman and Chief Executive Officer on pages 6 to 9 of the Annual Report 2010; ``The Chief Financial Officers’ Statement on pages 10 to 17 of the Annual Report 2010; ``The Operational Structure and Petropavlovsk’s Assets Map on pages 30 to 31 and on the fold-out of the Annual Report 2010; ``The Key Performance Indicators on page 49 of the Annual Report 2010; ``The Principal Risks Report on pages 66 to 73 of the Annual Report 2010; ``The Sustainability section on pages 62 to 64 of the Annual Report 2010; ``The Corporate Governance Statement on pages 10 to 18 of the Annual Report 2010; and ``The Directors’ Remuneration Report on pages 19 to 30 of the Annual Report 2010. Research and development Companies within the Group carry out exploration, development and analysis work necessary to support their activities. Further information is given in Operational Structure and Petropavlovsk’s Assets Map on pages 30 to 31 and on the fold-out of the Annual Report 2010 and the Sustainability Report 2010, which form part of this Directors’ Report. Sustainability Further information is given in the Sustainability section on pages 62 to 64 of the Annual Report and the Sustainability Report 2010. Petropavlovsk Financial Statements 2010 Governance 2/3 Overview Financial Statements Directors The current Directors of the Company at the date of this report and their biographical details appear on pages 28 and 29 of the Annual Report 2010. All the Directors held office throughout the year ended 31 December 2010 except for Graham Birch who was appointed as a Non-Executive Director on 12 February 2010 and Andrey Maruta, Alfiya Samokhvalova and Martin Smith who were all appointed to the Board on 4 January 2011. Directors’ interests The interests of the Directors in the share capital of the Company at the beginning, at the end of the year and as at the date of the Financial Statements 2010 are as follows: As at 1 January 2010 As at 31 December 2010 As at 30 March 2011 Ordinary Shares % of issued Ordinary Shares % of issued Ordinary Shares % of issued of £0.01 each share capital of £0.01 each share capital of £0.01 each share capital Graham Birch1 n/a n/a 10,000 0.005% 10,000 0.005% Brian Egan2 – – – – – – Sir Malcolm Field 50,312 0.03% 50,312 0.003% 50,312 0.03% Lord Guthrie – – – – – – Peter Hambro and Associates 10,615,863 5.83% 10,630,768 5.66% 8,567,558 4.56% Peter Hill-Wood 58,281 0.03% 58,281 0.03% 58,281 0.03% Sir Roderic Lyne 1,625 0.001% 1,625 0.001% 1,625 0.001% Pavel Maslovskiy and Associates 16,763,657 9.21% 16,861,696 8.98% 14,798,486 7.88% Andrey Maruta3,4 and Associates n/a n/a n/a n/a 3,333 0.0018% Charles McVeigh – – 500 0.0003% 500 0.0003% Alfiya Samokhavlova3 n/a n/a n/a n/a – – Martin Smith3 n/a n/a n/a n/a – – 1 Appointed on 12 February 2010. 2 Brian Egan notified the Company on 3 March 2011 that 53,846 Ordinary Shares had been sold by SG Hambros Trust Company (Channel Islands) Limited as trustee of Petropavlovsk’s Employee Benefit Trust, which were held on trust subject to a sub-fund for the benefit of Brian Egan and his family. 3 Appointed on 4 January 2011. 4 Andrey Maruta and Associates interest in shares were reported in the 2008 Annual Report and Accounts when he was a director of the Company before it moved to the Main Board of the London Stock Exchange. The interests remain the same as they were when reported in 2008. There have been no changes to the interests of the Directors between 31 December 2010 and the date of this report, save in respect of Brian Egan who notified the Company on 3 March 2011 that 53,846 Ordinary Shares had been sold by SG Hambros Trust Company (Channel Islands) Limited as trustee of Petropavlovsk’s Employee Benefit Trust, which were held on trust subject to a sub-fund for the benefit of Brian Egan and his family. Sir Malcolm Field held warrants in respect of ordinary shares in Aricom plc (now Aricom Limited) which, on the acquisition by the Company in April 2009 were exchanged for warrants in respect of Ordinary Shares in the Company. As at 1 January 2010, Sir Malcolm Field held warrants in respect of 2,187 Ordinary Shares in the Company, representing 0.03% of the warrants in issue. The unexercised warrants lapsed on 9 June 2010. No other Directors held warrants in the Company. Details of the awards made to Directors under the Company’s Long Term Incentive Plan are set out in the Director’s Remuneration Report on pages 19 to 30 of the Financial Statements 2010. Risks and uncertainties Risk is inevitable in business and the Group faces many risks; some are specific to the Group, some relate to the Group’s industry, some are Russia-related and some relate to the environment in which the Group operates. These are further discussed in the Principal Risks Report on pages 66 to 73 of the Annual Report 2010 which forms part of this report. Petropavlovsk Financial Statements 2010 Directors’ Report continued For the year ended 31 December 2010 Going concern At the time when the Consolidated Financial Statements are authorised, there is a reasonable expectation that the Group has sufficient liquidity and adequate resources to continue operational existence for the forseeable future as described in note 2.1 to the Financial Statements 2010 on page 43. Accordingly, the Directors continue to adopt the going concern basis in preparing the Consolidated Financial Statements. Key performance indicators The Company’s performance is measured against the Key Performance Indicators (“KPIs”) as contained on page 49 of the Annual Report 2010. Financial instruments and financial risk management Details of the Group’s financial risk management objectives and policies and exposure to risk are described in note 34 to the Financial Statements 2010 on page 85 and in the Principal Risks Report on pages 66 to 73 of the Annual Report 2010 which forms part of this report. Dividends As the business of the Company develops, and subject to the availability of distributable reserves, the Directors intend to pursue a dividend policy which reflects the Company’s cash flow and earnings, while maintaining an appropriate level of dividend cover and having regard to further funding the development of the Company’s activities. The Directors resolved to recommend a final dividend for 2010 of 7 pence per Ordinary Share which together with the interim dividend of 3 pence per Ordinary Share paid in October 2010 makes a total dividend for the year of 10 pence per Ordinary Share (2009: 7 pence).
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