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 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). The final dividend, if approved by shareholders at the 2011 Annual General Meeting, will be paid on 28 July 2011 to shareholders on the register as at 1 July 2011 with an ex-dividend date of 29 June 2011. Going forward the Board would expect to pay both interim and final dividends, with the interim dividend being paid in October and the final dividend in July/ August of the following year subject to the Group’s results. The Board considers that the proposed dividend level is appropriately covered and is appropriate in the context of the Company’s development expenditure.
Supplier payment policy It is Group policy to agree and clearly communicate the terms of payment as part of the commercial arrangement negotiated with suppliers and then to pay according to those terms based upon receipt of an accurate invoice. Trade creditor days for the year ended 31 December 2010 were 35 days on average for the Group (2009: 35) and 23 days on average for the Company (2009: 23).
Donations No political donations were made and no political expenditure was incurred during the year (2009: nil). Sponsorship and charitable donations amounted to US$2.5 million (2009: nil). During the year, the Group provided its charitable financial support through a corporate foundation established in Russia during 2009. The foundation is a non-commercial and charitable organisation which finances cultural, educational and other social activities in the Amur region in the Russian Far East. The Group regards the provision of charitable donations as an important part of its strategy to maintain good working relationships with local communities. Details of the Group’s charitable activities are set out in the Sustainability Report 2010.
Corporate governance and shareholder relations The Corporate Governance Statement on pages 10 to 18 of the Financial Statements 2010 has been prepared in accordance with Rule 7.2 of the FSA’s Disclosure and Transparency Rules and forms part of this report. Details of the Company’s compliance with the Combined Code on Corporate Governance published by the Financial Reporting Council in June 2008 (the “Combined Code”), including relations with shareholders, are set out in the Corporate Governance Statement on pages 10 to 18 of the Financial Statements 2010. Petropavlovsk Financial Statements 2010 Governance 4/5 4/5 Overview Financial Statements
Employees The Group maintains a policy of providing employees with information about the Company and regular meetings are held between management and employees to allow exchanges of information and ideas. Further information of the Group’s consultation with employees and sharing of information is contained in the Sustainability Report 2010. The Group is committed to providing equal opportunity for individuals in all aspects of employment. The Group gives every consideration to applications for employment by disabled persons where the requirements of the job may be adequately filled by a disabled person. Where existing employees become disabled, it is the Group’s policy wherever practicable to provide continuing employment under similar terms and conditions and to provide training, career development and promotion wherever appropriate.
Appointment of Directors With regard to the appointment and replacement of Directors, the Company is governed by its Articles of Association, the Combined Code, the UK Corporate Governance Code, the Companies Act 2006, and related legislation. Directors may be appointed by the Company by ordinary resolution or by the Board, on recommendation of the Nomination Committee. A Director appointed by the Board holds office only until the following annual general meeting and is then eligible for election by the shareholders but is not taken into account in determining the Directors or the number of Directors who are to retire by rotation at that meeting. However, in accordance with the new UK Corporate Governance Code, all eligible Directors will submit themselves for re-election at the Company’s Annual General Meeting to be held on 19 May 2011. The Company may, in accordance with, and subject to the provisions of, the Companies Act 2006, by ordinary resolution of which special notice has been given remove any Director before the expiration of his/ her term of office. Further information on the appointments to the Board are set out in the Corporate Governance Statement on page 13 of the Financial Statements 2010.
Directors’ indemnities A qualifying third-party indemnity provision as defined in Section 234 of the Companies Act 2006 is in force for the benefit of the Directors in respect of liabilities incurred as a result of their office to the extent permitted by law. In respect of those liabilities for which Directors may not be indemnified, the Company maintained a directors’ and officers’ liability insurance policy throughout the financial year.
Significant agreements – change of control A change of control of the Company following a takeover bid may cause a number of agreements to which the Company, or any of its subsidiaries, is party, such as commercial trading contracts, joint venture agreements, banking arrangements to take effect, alter or terminate. In the context of the potential impact on the Group, certain of these agreements are considered to be significant. The following significant agreements contain certain termination and other rights for the counterparties of the Group companies upon a change of control of the Company: Under the Equity Joint Venture Contract dated 12 August 2008 between Aricom Limited (formerly Aricom plc) and Aluminum Corporation of China (“Titanium JV Contract”), the parties have a right to terminate the Titanium JV Contract if a change of control occurs. For the purpose of the Titanium JV Contract, “change of control” means a change of control to a party or a person that controls such party, except that a transfer or allocation by the State Owned Assets Supervision and Administration Commission of the State Council of the PRC or any other competent authority of all or substantially all of the business or assets of Aluminum Corporation of China to another PRC state-owned enterprise shall not constitute a “change of control” in Aluminum Corporation of China. Pursuant to the issue of US$380 million 4.00% guaranteed convertible bonds due on 18 February 2015 (“the Bonds”) issued by Petropavlovsk 2010 Limited (“the Issuer”) on 18 February 2010 and guaranteed by the Company, upon a change of control over the Company constituting a Relevant Event (as defined in the Terms and Conditions of the Bonds and the articles of association of the issuer), the exchange price of the shares of the Company shall be adjusted in accordance with the formula contained in the Terms and Conditions of the Bonds and the Bondholders have the right to require the redemption of the Bonds at their principal amount plus accrued and unpaid interest to the date of redemption. Pursuant to an up to US$340 million Credit Facility dated 13 December 2010 (“ICBC Loan”) between Industrial and Commercial Bank of China Limited, ZAO Industrial and Commercial Bank of China (Moscow) as the lenders and Kimkano-Sutarskiy Mining and Beneficiation Plant LLC as borrower and the Company as guarantor, if any person or group of persons acting in concert gains control of the Company, the lenders may cancel the total commitments under the ICBC Loan and may accelerate all amounts outstanding under the ICBC Loan so that they become immediately due and payable. Petropavlovsk Financial Statements 2010
Directors’ Report continued For the year ended 31 December 2010
Powers of Directors Subject to the Company’s Articles of Association, the prevailing legislation and any directions given by special resolution, the business and affairs of the Company will be managed by the Directors who may exercise all such powers of the Company. The powers of Directors are further described in the Schedule of Matters reserved for the Board, copies of which are available on request, and in the Corporate Governance Statement on pages 10 to 18 of the Financial Statements 2010.
Conflicts of interest Under the Companies Act 2006, Directors are subject to a statutory duty to avoid a situation where they have, or can have, a direct or indirect interest that conflicts, or may possibly conflict, with the interests of the Company. The Companies Act 2006 allows directors of public companies to authorise conflicts and potential conflicts of interest of directors where the articles of association contain a provision to that effect. The Company’s Articles of Association afford the Directors such powers. In addition, the Directors will be able to impose limits or restrictions when giving authorisations, if they think this is appropriate. Directors of the Company who have an interest in matters under discussion at Board meetings are required to declare this interest and, subject to certain exceptions, to abstain from voting on the relevant matters. Any material related party transactions will be approved by a committee of the Board consisting solely of independent Directors. The Directors have reviewed the interests declared by Directors which could conflict with those of the Company, and are satisfied that the Board’s power to authorise potential conflicts is operating effectively.
Amendment of Articles of Association The Company’s Articles of Association may be amended by special resolution of shareholders.
Capital structure The issued share capital of the Company increased from 182,079,767 Ordinary Shares on 1 January 2010 to 187,860,093 Ordinary Shares on 31 December 2010 as a result of the following events:
Date Event 11 June 2010 Issue of 25,000 Ordinary Shares of £0.01 each following the exercise of options 15 June 2010 Issue of 5,755,326 Ordinary Shares of £0.01 each following the exercise of warrants
Shares in IRC Limited On 17 June 2010, the Company’s major subsidiary undertaking, IRC Limited (IRC) entered into an investment agreement between, IRC, Cayiron Limited, the Company, Marbella Holding Limited, a wholly owned subsidiary of Asia Resource Fund (which in turn, is managed by General Enterprise Management Services (International) Limited) (MHL) and CEF Holdings Limited, which is 50 per cent owned by Cheung Kong (Holdings) Limited and 50 per cent owned by the Canadian Imperial Bank of Commerce (CEF) (Investment Agreement). Under the terms of the Investment Agreement relating to the subscription of shares in IRC by MHL and CEF, IRC received US$ 50 million and US$10 million from MHL and CEF, respectively. Pursuant to the terms of the Investment Agreement, on 25 August 2010 IRC issued 300 shares of HK$ 0.01 each to MHL and 60 shares of HK$ 0.01 each to CEF. On 19 October 2010, IRC, issued 2,321,994,840 shares of HK$0.01 each (compromising an aggregate nominal value of HK$23,219,948.40) to those persons whose names appeared on the register of members of IRC at the close of business on 13 October 2010, pro rata to their then existing shareholdings (as nearly as possible) such that IRC allotted, 134,999,700 shares of HK$ 0.01 each to MHL, 26,999,940 shares of HK$ 0.01 each to CEF, 2,043,895,458 shares of HK$0.01 each to Cayiron Limited, and 116,099,742 shares of HK$0.01 each to SG Hambros Trust Company (Channel Islands) Limited. The forgoing issue was effected by way of a bonus issue of shares with the sum of HK$23,219,948.40 being capitalised from the amount standing to the credit of the share premium account of IRC. On 21 October 2010, IRC issued an aggregate of 1,008,076,000 ordinary shares of HK$0.01 each to institutional investors, who subscribed for such shares pursuant to a global offering of shares in IRC pursuant to its admission to trading on the Hong Kong Stock Exchange. The subscription price for such shares was HK$ 1.80, which was determined on 13 October 2010 and announced on that date to the Stock Exchange of Hong Kong. Petropavlovsk Financial Statements 2010 Governance 6/7 6/7 Overview Financial Statements
Further details of the Company’s authorised and issued share capital, together with details of the movements in the Company’s issued share capital during the year are shown in note 25 of the Financial Statements 2010 on page 77. The Company has one class of Ordinary Share which carries no rights to fixed income. ``Rights and obligations attaching to Ordinary Shares The rights attaching to the Ordinary Shares are governed by the Company’s Articles of Association and prevailing legislation. There are no specific restrictions on the size of a holding. Subject to any rights or restrictions attached to any Ordinary Shares, on a show of hands every shareholder present in person or by proxy (or being a corporation present by a duly authorised representative) has one vote, and on a poll every shareholder who is present in person or by proxy has one vote for every Ordinary Share held by the shareholder. ``Restrictions on voting No shareholder shall be entitled to vote at any general meeting or class meeting in respect of any Ordinary Shares held by him if any call or other sum then payable by him in respect of that share remains unpaid. Currently, all issued Ordinary Shares are fully paid. In addition, no member shall be entitled to vote if he failed to provide the Company with information concerning interests in those Ordinary Shares required to be provided under the Companies Act 2006. ``Deadlines for voting rights Votes are exercisable at general meetings of the Company. The notice of a general meeting will specify the deadline for appointing a proxy or proxies to vote in relation to resolutions to be passed at that meeting. ``Transfer of Ordinary Shares The transfer of Ordinary Shares is governed by the general provisions of the Company’s Articles of Association and prevailing legislation. There are no restrictions on the transfer of the Ordinary Shares other than (i) as set out in the Articles of Association; (ii) certain restrictions which may from time to time be imposed by laws and regulations (for example, insider trading laws); and (iii) pursuant to the Listing Rules of the Financial Services Authority whereby certain Directors, officers and employees of the Company require the approval to deal in Ordinary Shares in accordance with the Company’s share dealing rules. The Board may, in its absolute discretion and without giving any reason, refuse to register any transfer of a share (or renunciation of a renounceable letter of allotment) unless: (a) it is in respect of a share which is fully paid up; (b) it is in respect of only one class of shares; (c) it is in favour of a single transferee or not more than four joint transferees; (d) it is duly stamped (if so required); and (e) it is delivered for registration to the Company’s registered office or such other place as the Board may from time to time determine, accompanied (except in the case of a transfer by a recognised person where a certificate has not been issued or in the case of a renunciation) by the certificate for the shares to which it relates and such other evidence as the Board may reasonably require to prove the title of the transferor or person renouncing and the due execution of the transfer or renunciation by him or, if the transfer or renunciation is executed by some other person on his behalf, the authority of that person to do so. Petropavlovsk Financial Statements 2010
Directors’ Report continued For the year ended 31 December 2010
Registration of a transfer of an uncertificated share may be refused in the circumstances set out in the Uncertificated Securities Regulations (as defined in the Company’s Articles of Association). Subject to certain exceptions, the Board may refuse to register a transfer of Ordinary shares by a person with a 0.25% interest (as defined in the Company’s Articles of Association) after failure to provide the Company with information concerning interests in those shares required to be provided under the Companies Act 2006. The Board shall not refuse to register any transfer or renunciation of partly-paid Ordinary Shares which are listed on the London Stock Exchange on the grounds that they are partly paid Ordinary Shares in circumstances where such refusal would prevent dealings in such Ordinary Shares from taking place on an open and proper basis. If the Board refuses to register a transfer of a share it shall, within two months after the date on which the transfer was lodged with the Company, send notice of the refusal to the transferee. Any instrument of transfer which the Board refuses to register shall (except in the case of suspected or actual fraud) be returned to the person depositing it. ``Shareholder agreements The Directors are not aware of any agreements between holders of the Company’s Ordinary Shares that may result in restrictions on the transfer of securities or on voting rights or any arrangements by which, with the Company’s co-operation, financial rights carried by securities are held by a person other than the holder of the securities. No person has any special rights of control over the Company’s share capital. ``Ordinary Shares held by the Employee Benefit Trust Ordinary Shares held by the Petropavlovsk’s Employee Benefit Trust abstain from voting. ``Allotment of Ordinary Shares and disapplication of pre-emption rights The Company has authority to issue Ordinary Shares under its Articles of Association and an ordinary resolution will be proposed at this year’s Annual General Meeting to authorise Directors to allot Ordinary Shares up to a maximum aggregate nominal amount of £1,239,876. This represents the aggregate of 66% of the nominal value of the Ordinary Shares in issue as at the date of this report. A special resolution is to be proposed which will disapply the statutory pre-emption rights for issues of Ordinary Shares for certain purposes. ``Repurchase of Ordinary Shares The Company was granted authority to repurchase up to 5% of its issued share capital at the Annual General Meeting held on 20 May 2010. This authority will expire at the conclusion of this year’s Annual General Meeting unless renewed at that meeting. The Company has not made use of this authority during the year under review. The Board will seek shareholder approval at this year’s Annual General Meeting for the authority to repurchase up to 5% of the issued share capital. Further details of the above proposals and resolutions will be contained in the Notice of Annual General Meeting. Petropavlovsk Financial Statements 2010 Governance 8/9 8/9 Overview Financial Statements
Notifiable share interests As at the year end and the date of this report the Company had been notified of the following interests in excess of 3% of its issued share capital:
31 December 2010 30 March 2011 % of issued % of issued Number of Ordinary Share Number of Ordinary Share Shareholder Ordinary Shares capital Ordinary Shares capital BlackRock Inc. 22,431,804 11.94% 22,413,098 11.93% Pavel Maslovskiy & Associates 16,861,696 8.98% 14,798,486 7.88% Peter Hambro & Associates 10,630,768 5.66% 8,567,558 4.56% JPMorgan Asset Management 9,886,942 5.26% 11,675,531 6.22% Vanguard Precious Metals and Mining Fund 7,750,000 4.13% 7,750,000 4.13% Lansdowne Partners Limited 7,722,738 4.11% 7,722,738 4.11% Baring Asset Management Limited 7,136,545 3.80% 7,136,545 3.80% Standard Life Investments Limited 6,627,647 3.53% 6,627,647 3.53% Capital Research and Management Company 6,047,130 3.22% 6,047,130 3.22% Legal & General Group Plc 5,917,178 3.15% 6,138,385 3.27%
As at 30 March 2011, the Company has not received notification that any other person holds 3% or more of the Company’s issued share capital. Auditors In the case of each of the persons who are Directors of the Company at the date when this report was approved: ``so far as each of the Directors is aware, there is no relevant audit information (as defined in the Companies Act 2006) of which the Company’s Auditors are unaware; and ``each of the Directors has taken all the steps that he/ she ought to have taken as a Director to make himself/ herself aware of any relevant audit information (as defined) and to establish that the Company’s Auditors are aware of that information. This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006. Deloitte LLP have expressed their willingness to continue in office as auditors and a resolution to re-appoint them will be proposed at the forthcoming Annual General Meeting. This report was approved by the Board of Directors of Petropavlovsk PLC and signed on its behalf by:
Brian Egan Director 30 March 2011 Petropavlovsk Financial Statements 2010
Corporate Governance Statement For the year ended 31 December 2010
The Combined Code This statement forms part of the Directors’ Report on pages 2 to 9 of the Financial Statements 2010 and information disclosed under Rule 7.2 of the FSA’s Disclosure and Transparency Rules may be found in this statement and the Directors’ Report. The Company is committed to high standards of corporate governance. The UK Listing Authority requires companies incorporated in the United Kingdom and listed on the Official List to disclose how they have applied the Main Principles set out in Section 1 of The Combined Code on Corporate Governance published by the Financial Reporting Council in June 2008 (the “Combined Code”). This statement, together with the Directors’ Report, indicates how the Company has applied the principles of good governance of the Combined Code throughout the year ended 31 December 2010 or, where the Company has not complied with the Combined Code, explains the reasons why. The Combined Code is publicly available on the website of the Financial Reporting Council, www.frc.org.uk.
Statement of compliance The Group has been in compliance with the provisions of Section 1 of the Combined Code throughout the year ended 31 December 2010 save that, on appointment, the Chairman was not, nor has he since become, independent for the purposes of the Combined Code. The Board is responsible for ensuring an appropriate level of corporate governance and intends, where possible, to comply with the UK Corporate Governance Code, which applies to the Company from 1 January 2011.
Directors The Board The Directors are responsible for the management of the business of the Company and may exercise all powers of the Company subject to applicable legislation and regulation and the Company’s Articles of Association. The Company is led and controlled by the Board of Directors, chaired by Peter Hambro. The Board currently consists of a Chairman, five Executive Directors and, as at the date of the Annual General Meeting, five Non-Executive Directors following the announced intention of Peter Hill-Wood to stand down at the forthcoming Annual General Meeting. All of the Non-Executive Directors are considered to be independent under the Combined Code (see “Board balance and independence” on page 13 of this report). The Board believes that it is appropriate to have a Senior Independent Director and Graham Birch fulfils this role. During the year under review, Peter Hill-Wood was the Senior Independent Director. The Directors of the Company are Peter Hambro, Pavel Maslovskiy, Brian Egan, Andrey Maruta, Alfiya Samokhvalova, Martin Smith, Peter Hill‑Wood (who intends to resign at the forthcoming Annual General Meeting), Graham Birch, Sir Malcolm Field, General the Lord Guthrie of Craigiebank, Sir Roderic Lyne and Charles McVeigh. Andrey Maruta, Alfiya Samokhvalova and Martin Smith were appointed to the Board on 4 January 2011. Details of the individuals’ skills and experience are contained in the Directors’ biographies on pages 28 to 29 of the Annual Report 2010. The Board meets regularly, on at least six scheduled occasions during each year and more frequently if necessary. During the year, there were six scheduled Board meetings and four additional unscheduled meetings were called to deal with specific time-critical business issues. Further Board meetings were held to deal with matters of a routine or administrative nature which did not require full attendance of the Board. The Board also held a separate dedicated strategy away day in December 2010 which was attended by all of the Directors at that point in time. Petropavlovsk Financial Statements 2010 Governance 10/11 10/11 Overview Financial Statements
The number of scheduled Board meetings, unscheduled Board meetings and Committee meetings held during the year together with the attendance by Directors who served during the year is set out in the table below:
Scheduled Unscheduled Nomination Audit Remuneration HSE Risk Board Board Committee Committee Committee Committee Committee Number of Meetings 6 4 4 4 5 4 5 Peter Hambro1 6 4 4 4 4 4 5 Pavel Maslovskiy 6 4 – 1 – – 1 Brian Egan 6 4 – 4 – – 3 Graham Birch1,2,5 5 2 2 4 1 1 4 Sir Malcolm Field1,2,3 6 4 4 4 5 – 1 Lord Guthrie3,4,5 5 3 – – 4 2 4 Peter Hill-Wood1,2,4,5 6 2 4 2 1 4 5 Sir Roderic Lyne3,4,5 6 4 – – 5 4 5 Charles McVeigh1,2 6 4 4 4 1 – 1
1 Member of the Nomination Committee. 2 Member of the Audit Committee. 3 Member of the Remuneration Committee. 4 Member of the HSE Committee. 5 Member of the Risk Committee.
Directors are only eligible to attend Board and committee meetings during the period in which they hold office as a Director. Graham Birch was appointed to the Board and to the Nomination, Audit and Risk Committees on 12 February 2010. Martin Smith was appointed to the Risk and HSE Committees and Alfiya Samokhvalova was appointed to the HSE Committee on 9 February 2011. Therefore, they have only attended meetings from their respective dates of appointment. Directors who attended relevant Committee meetings but are not members of those Committees did so at the invitation of the Committee. In addition, there were 11 Executive Committee meetings in 2010 attended by the Executive Directors and senior management. The Board is responsible for the determination and monitoring of the Company’s strategic aims, budgets, major items of capital expenditure and senior appointments, the direction and control of the Company and the management of the capital structure. The Board seeks to ensure that the necessary financial and human resources are, and will continue to be, in place to enable the Company to meet its objectives. The Board works closely with operational management to achieve the Company’s objectives. The Board has adopted a formal schedule of matters reserved for its decision, such matters include: ``responsibility for strategy and management, including responsibility for the overall management of the Company, approval of long-term objectives and strategy, approval of budgets, review of performance and oversight and review of the Group’s operations; ``compliance with statutory and regulatory obligations; ``changes to structure and capital; ``approval of accounting policies and of financial results; ``identification and detection of fraud; ``responsibility for sound systems of internal control; ``approval of major investments, acquisitions and disposals of investments or assets and contracts; ``approval of material press releases and communications with shareholders; ``review of Board and Committee composition, following recommendations by the Nomination Committee; ``review of remuneration policy, following recommendations by the Remuneration Committee; ``delegations of authority to Board Committees; ``corporate governance matters; and ``approval of Group policies. During the year, the Board has, in addition to its standard agenda items, considered the following matters: ``the issue by a subsidiary of convertible bonds and listing of the convertible bonds on the Professional Securities Market; ``the listing of IRC Limited on the main board of the Hong Kong Stock Exchange; ``the Company’s dividend policy; and ``the ICBC loan facility agreement and related parent company guarantee. Petropavlovsk Financial Statements 2010
Corporate Governance Statement continued For the year ended 31 December 2010
The Board has appointed an Executive Committee, consisting of the Executive Directors and senior management, and has delegated to this committee the authority to make decisions relating to the day-to-day management of the Company and to ensure that the overall objectives and targets set out by the Board are achieved. The Executive Committee has the authority to approve transactions considered to be in the ordinary course of business and to approve expenditure and financial commitments in accordance with limits previously agreed by the Board. The Executive Committee has a duty to further the strategy, business objectives and targets established by the Board and to manage the Company’s operations, financial, administration, health and safety and environmental performance. The Executive Committee is also responsible for maintaining relationships with shareholders and other key stakeholders, for investigating merger and acquisition opportunities and for reviewing internal control and risk management. Further information on the Executive Committee and on the Technical and Strategic Committees, is set out on page 17 of this report. Individual Directors may seek independent advice at the expense of the Company, subject to following an agreed procedure. The Company maintains appropriate Directors’ and Officers’ Liability Insurance.
Chairman and Chief Executive Officer The roles of the Chairman and Chief Executive Officer are separate and there is a clear division of responsibilities between the two which is set out in writing and has been approved by the Board. The Chairman is responsible for: ``running the Board, ensuring its effectiveness and setting its agendas; ``ensuring there is appropriate delegation of authority from the Board to Executive Management; ``ensuring that the Directors receive accurate, timely and clear information; ``managing Board discussions; ``facilitating the effective contribution of the Non-Executive Directors and ensuring a constructive relationship between all Directors; ``ensuring development needs of Directors are met; ``ensuring performance of the Board and Directors is evaluated at least once a year; ``ensuring a clear structure and effective operation of the Board committees; ``providing coherent leadership of the Company; and ensuring the views of shareholders are communicated to the Board to ensure that Directors develop an understanding of their views. The Chief Executive Officer is responsible for: ``developing Group objectives and strategy; ``successful achievement of objectives and execution of strategy, following approval by the Board; ``recommending the annual budget to the Board and ensuring its achievement; ``examining all investments and major capital expenditure proposed by Group companies and, if material, recommending to the Board for approval; ``identifying and executing acquisitions and disposals; ``identifying and executing new business opportunities; ``managing the Group’s risk profile; ``ensuring appropriate internal control procedures are in place; ``ensuring effective implementation of Board decisions; ``supervising activities of Group subsidiaries; and ``supervising the Group’s non-UK HR responsibilities. The Chairman and Chief Executive Officer are jointly responsible for: ``ensuring effective communication with shareholders; ``setting Group HR policies, including management development and succession planning for the senior executive team; ``leading the management team in the day-to-day running of the Group’s business; ``developing and recommending to the Board for approval and implementation the code of ethics of business practice, share dealing code, health and safety policy, risks and procedures, communications policy, investor relations policy, corporate social responsibility policy, charitable donations policy; and ``providing coherent leadership of the Group. The Chairman routinely holds discussions with Non-Executive Directors without the other Executive Directors being present. Led by the Senior Non-Executive Director, the independent Non-Executive Directors meet without the Chairman present at least once a year to appraise the performance of the Chairman. The Chairman and Group Head of External Communications ensure there is communication with shareholders and participate in regular and ongoing visits to major shareholders. Petropavlovsk Financial Statements 2010 Governance 12/13 12/13 Overview Financial Statements
Board balance and independence The Board believes that it has sufficient members to contain a balance of experience and skills, but is not so large as to be unwieldy. During the period the Board maintained a balance of Executive and Non-Executive Directors such that no individual, or group of individuals, could dominate the Board’s decision-making. No one individual has unfettered powers of decision. Changes to the Board’s composition can be managed without undue disruption. The Board and the Nomination Committee keeps the membership of committees under review to ensure gradual refreshing of skills and experience. For example, changes to the membership of two Committees and the creation of two new Executive Committee sub Committees have recently been announced and described elsewhere. The Board is satisfied that all Directors have sufficient time to devote to their roles and that it is not placing undue reliance on key individuals. During the period, the Company has complied with the Combined Code recommendation that at least half of the Board, excluding the Chairman, should comprise independent Non-Executive Directors. From the date of the AGM, unless an announcement is made in the meantime, there will be five Non-Executive Directors until such time as a suitable candidate is appointed. The Board reviews the independence of the Non-Executive Directors annually, considering whether any circumstances exist which would impair their independence. The Board’s policy and management of potential conflict of interest situations is described in the Directors’ Report on pages 2 to 9 of the Financial Statements 2010. All three members of the Remuneration Committee and four of the five members of the Nomination Committee are considered independent Non-Executive Directors under the Combined Code. The Combined Code recommends that all members of the Audit Committee are independent and all four members of the Audit Committee members are deemed independent. Graham Birch was appointed as the Senior Independent Director with effect from 4 January 2011 and is deemed independent under the Combined Code. He is available to shareholders if they have concerns which contact through the normal channels has failed to resolve, or for which such contact would be inappropriate. During the year under review, Peter Hill-Wood was the Senior Independent Director.
Appointments to the Board and the Nomination Committee The Board follows an induction procedure for the appointment of Directors, included in which is the offer to major shareholders to meet the newly-appointed Director. The Company has a separate Nomination Committee which is chaired by Peter Hambro. The other members are Graham Birch, Sir Malcolm Field, Peter Hill-Wood and Charles McVeigh. The Nomination Committee reviews the procedure for the appointment of new Directors, evaluates the balance of skills, knowledge and experience on the Board and makes recommendations to the Board. Plans for orderly succession are held under ongoing review. Appointments are made on merit and against objective criteria. In the case of candidates for Non-Executive Directorships, care is taken to ascertain whether they have sufficient time available to meet their Board and, where relevant, committee responsibilities. As part of this process, candidates disclose all other time commitments and, on appointment, undertake to inform the Board of any changes and undertake that they will have sufficient time to meet what is expected of them. Their letters of appointment set out the expected time commitments. The terms and conditions of appointment of all Directors are available for public inspection. No Director has a notice period of more than one year. Graham Birch was appointed as a Non-Executive Director on 12 February 2010. The appointment was made following consideration of a number of candidates including those proposed by an independent, external consultant. The Board agreed that Graham Birch was the most suitable candidate, with the most relevant and appropriate experience for the role. Following a strategic review of the business, Andrey Maruta, Alfiya Samokhvalova and Martin Smith were appointed as Executive Directors on 4 January 2011. The Nomination Committee is currently working with an executive search agency to recommend and recruit an independent Non-Executive Director to ensure that the Board balance and mix of skills is maintained. The Chairman is a non-executive director of Tynda Forest Holdings Limited (formerly Russian Timber Group), non-executive chairman of Sundeala Limited and a director of various subsidiaries of the Group, details of his other significant commitments are disclosed on page 28 of the Annual Report 2010. Any changes to these commitments are reported to the Board. The Board is satisfied that his other significant commitments do not restrict him from carrying out his duties effectively. Petropavlovsk Financial Statements 2010
Corporate Governance Statement continued For the year ended 31 December 2010
Board committees The Board has established five committees and provides sufficient resources to enable them to undertake their duties. Membership of these committees as at the date of this report is shown below.
Audit Remuneration Nomination HSE Risk Committee Committee Committee Committee Committee Non-Executive Directors Graham Birch1 Member – Member – Member Sir Malcolm Field¹ Chairman Chairman Member – – Lord Guthrie¹ – Member – Member Chairman Peter Hill-Wood¹ Member – Member Member Member Sir Roderic Lyne1 – Member – Chairman Member Charles McVeigh1 Member – Member – – Executive Directors Peter Hambro – – Chairman – – Brian Egan – – – – – Pavel Maslovskiy – – – – – Andrey Maruta – – – – – AlfiyaSamokhvalova – – – Member – Martin Smith – – – Member Member
1 Considered an independent Director under the Combined Code.
In addition, the Company has an Executive Committee, the members of which are Peter Hambro, Pavel Maslovskiy, Brian Egan, Dmitri Chekashkin, Andrey Maruta, Alexei Maslovskiy, Alfiya Samokhvalova, Martin Smith, Anna-Karolina Subczynska and Andrei Tarasov. Terms of Reference of these committees are available on the Company’s website.
Information and professional development The Board is supplied with regular and timely information in a form and of a quality that enables it to discharge its duties. The agenda and detailed supporting papers are circulated to the Directors in advance of each Board meeting. The Board receives reports on the Group’s operations, updates on financial matters, investor relations and briefings on regulatory and corporate governance issues. All Directors are encouraged to make further enquiries, as they feel appropriate, of the Executive Directors or management. The Chairman ensures that all Directors continually update their skills and knowledge, and develop their familiarity with the Company’s operations needed to fulfil their role on both the Board and any Committees, for example, by presentations to new members of the Board on directors’ duties and responsibilities and by regular briefings by executive management. The Company provides the necessary resources for developing and updating all Directors’ knowledge and capabilities, both on appointment and on an ongoing basis. On appointment to the Board, each Director is given the opportunity to meet key personnel of the Group in order to gain a full understanding of the operations of the Group and is offered the ongoing formal training required in order to fulfil the role. As part of this, major shareholders are offered the opportunity to meet any new Directors as and when they are appointed. During the year, the Board spent a week in the Russian Far East visiting a number of mines and plants. These included visits to K&S, Albyn, Malomir, Pioneer, Pokrovskiy and Kuranakh. The Board also had meetings with a number of senior operational managers and received presentations from the Group Head of Precious Metals Operations and the Group Head of Exploration. The site visits and meetings with management enhanced the Board’s and more particularly the Non-Executive Directors’ understanding of the Group’s operations, its culture and its employees. Petropavlovsk Financial Statements 2010 Governance 14/15 14/15 Overview Financial Statements
In addition, the Company Secretary provides corporate governance guidance on an ongoing basis. Board committees are provided with sufficient resources, plus the power to obtain such additional support and professional advice as they may require from time to time, to undertake their duties. All Directors have access to the services of a professionally-qualified and experienced Company Secretary, who is responsible for information flows to the Board and its committees and between senior management and Non-Executive Directors, facilitating induction and assisting with professional development as required, ensuring compliance with Board procedure and applicable laws and regulation and advising the Board on corporate governance matters. The appointment or removal of the Company Secretary is a Board decision. There is an agreed procedure for Directors to take independent professional advice if considered necessary to discharge their responsibilities as Directors, and at the Company’s expense. The Committees are provided with sufficient resources to discharge their duties.
Performance evaluation The Board follows a formal annual evaluation process for Executive and Non-Executive Directors. The Remuneration Committee is responsible for the performance review of each Executive Director and the independent Non-Executive Directors, led by the Senior Independent Non‑Executive Director, are responsible for the performance evaluation of the Chairman. The Board has adopted a formal performance evaluation procedure for the Board as a whole and for the committees, whereby each Director completes a confidential questionnaire with questions covering a range of issues such as Board structure and dynamics, strategic review and debate, risk awareness and management, the Board’s interaction with management and committee effectiveness. If considered necessary, the Senior Non-Executive Director holds separate meetings with the Directors to expand or clarify responses. Responses are collated by the Company Secretary and reviewed by the Senior Non-Executive Director, prior to review by the Board. The evaluation process for 2009 followed this process. The Chairman has overall responsibility for ensuring that action points from the evaluation process are implemented. 2009 action points included the introduction of an annual strategy day to the Board calendar and expansion of the Board’s skill base which resulted in the appointment of Graham Birch as a Non-Executive Director during 2010. For 2010, the usual internal evaluation process was supplemented with an independent assessment carried out by an external assessor, Abbeywell Associates Limited. Abbeywell Associates Limited provides no other services to the Board or the Group. The external assessor carried out confidential one-on-one interviews with each Director in the early part of 2011 and explored their individual feedback provided in the evaluation questionnaires. The assesment also covered the appropriateness, composition and currency of skills and experience of the Board. A detailed report was submitted to the Senior Independent Director and the Board in early March 2011. The Report concluded that the Board and its committees continue to operate effectively and that each Director is contributing effectively and demonstrates commitment to his or her role. While being satisfied with its overall performance, the Board is developing action plans in respect of certain areas identified for improvement for example, considering opportunities for diversity given its Russian mining focus and applying more transparent procedures for the selection, induction and training of new directors. In addition to the Board evaluation process, Peter Hill-Wood, who was the Senior Independent Director during the year, met with the Non-Executive Directors to evaluate the Chairman’s performance. Further meetings with Graham Birch, Senior Independent Director and the Non-Executive Directors, and the Chairman and Non-Executive Directors have been planned for 2011.
Re-election of Directors The Board formally reviews succession plans for all key management roles, including executive directorships, on an ongoing basis. All Directors are required by the Company’s Articles of Association to submit themselves to shareholders for re-election at the first Annual General Meeting after their appointment by the Board and thereafter by rotation at least once every three years. In addition, the appointment of each Director is reviewed by other members of the Board prior to that Director seeking re-election at the forthcoming Annual General Meeting. At this year’s Annual General Meeting, Andrey Maruta, Alfiya Samokhvalova and Martin Smith, who were appointed to the Board on 4 January 2011, will stand for re-election. The Board have unanimously agreed that in accordance with the new UK Corporate Governance Code, all eligible Directors, other than those who were appointed to the Board during the year, will submit themselves for re-election at the Annual General Meeting. Biographical details of all Directors are included on pages 28 to 29 of the Annual Report 2010. Petropavlovsk Financial Statements 2010
Corporate Governance Statement continued For the year ended 31 December 2010
Remuneration and the Remuneration Committee While the Board and the Remuneration Committee are ultimately responsible for Directors’ remuneration, the Remuneration Committee, consisting solely of Non-Executive Directors, is responsible for reviewing the performance and determining the remuneration and conditions of employment of Executive Directors and senior executives. The scale and structure of remuneration is based on the Directors’ service agreements, paying due regard to the interests of shareholders and the performance of the Group. Performance-related elements of remuneration form a significant proportion of the total remuneration package of Executive Directors. The remuneration policy is designed to attract, motivate and retain Directors with the necessary skills and experience to manage the Group’s operations. Directors abstain from decisions determining their own remuneration and are not present at meetings when their remuneration is discussed. The Directors’ Remuneration Report on pages 19 to 30 of the Financial Statements 2010 outlines the remuneration policy and contains full details of Directors’ emoluments. Where the Company releases an Executive Director to serve as a non-executive director elsewhere, the Directors’ Remuneration Report includes a statement as to whether or not the Director will retain such earnings and if so, what the remuneration is. The Board approves the remuneration of the Non-Executive Directors, within the limits set in the Company’s Articles of Association. The level of remuneration for Non-Executive Directors reflects the commitment and responsibilities of the role. The Company’s current policy is that no compensation is payable when a Director’s appointment is terminated early. The Company currently operates a Long Term Incentive Plan which was introduced following shareholder approval at the Annual General Meeting in 2009. This provides long-term incentives to Executive Directors and senior management. Further details are set out in the Directors’ Remuneration Report on pages 19 to 30 of the Financial Statements 2010.
Accountability and Audit and the Audit Committee The Company has established an Audit Committee, which is a formally constituted committee of the Board with defined terms of reference. All of the members of the Audit Committee are considered independent under the Combined Code. The Board considers that two of the four members of the Audit Committee, Sir Malcolm Field and Charles McVeigh, have recent and relevant financial experience by virtue of their careers and membership of other Boards. The membership of the Committee is held under review. During the year, the Audit Committee agreed to increase the number of its scheduled meetings to at least four times a year to ensure it has sufficient opportunity to consider key issues. Meetings are scheduled to coincide with the Group’s financial reporting and audit cycles. Among its specific responsibilities are a review of the Company’s annual and half-yearly results, the review of the internal controls of the Group and ensuring that the financial performance of the Group is properly reported on and monitored. The Audit Committee routinely receives reports relating to the internal and external audit process and discusses matters relating to both the Company and consolidated accounts and internal control. The Company’s Internal Auditor reports directly to the Audit Committee and this supplements all the other management reporting, discussion of risk and reports provided to the Audit Committee and the Board by management and by the External Auditor on an ongoing basis. Action will be taken where necessary to remedy any significant failings and weaknesses identified in the review of effectiveness of the internal control system. The Audit Committee is responsible for making recommendations to the Board relating to the appointment, re-appointment and removal of the External Auditor, and for the review of the policy for the provision of non-audit services, taking into account the objectivity and independence of the External Auditor. During the year, the Audit Committee have undertaken a full debate of the External Auditor’s performance and concluded that their knowledge and performance met agreed criteria. The Audit Committee reviews the non-audit services provided by the External Auditor and seeks confirmation from them that objectivity and independence is maintained. The External Auditor attends all Audit Committee meetings and their confirmation as to objectivity and independances is provided by both written reports and verbal explanations at meetings. The Audit Committee has reviewed the arrangements by which the Company’s employees may, in confidence, raise concerns about possible improprieties. A whistleblowing policy has been adopted by the Board. The Audit Committee Report on pages 31 to 35 of the Financial Statements 2010 summarises the role of the Audit Committee and work undertaken by it including the main features of the Company’s internal control and risk management systems in relation to the financial reporting process. Petropavlovsk Financial Statements 2010 Governance 16/17 16/17 Overview Financial Statements
Health, Safety and Environmental Committee (“HSE Committee”) The HSE Committee currently consists of three Non-Executive Directors and since 9 February 2011, an additional two Executive Directors, and is responsible for evaluating the effectiveness of the Group’s policies and systems for identifying and managing health, safety and environmental risks within the Group’s operations and for ensuring compliance with health, safety and environmental regulatory requirements. The HSE Committee is also responsible for the assessment of the performance of the Group with regard to the impact of health, safety, environmental and community relations, decisions and actions. Petropavlovsk’s environmental, health, safety and social policies are designed to comply with both Russian regulatory requirements as implemented under the supervision of the Environmental Protection Agency of the Russian Federation (“Rosprirodnadzor”) and with international good practice. The Company uses all reasonable endeavours to comply with the Global Reporting Initiative, the International Finance Corporation (“IFC”) performance standards on social and environmental sustainability, as well as with the IFC Environmental, Health and Safety (“EHS”) guidelines.
Risk Committee The Risk Committee currently consists of four Non-Executive Directors, and since 9 February 2011, an additional Executive Director has been appointed, and is responsible for the review of key risk areas and of the identification, evaluation and management of key risks. The Risk Committee makes recommendations to the Board regarding the risk management strategy including the recommendation of any actions as may be necessary to address any weaknesses. The Risk Committee is also responsible for the reinforcement of risk management principles within the Group and assessment of the effectiveness of and monitoring of internal controls. The Risk Committee reports to the Board after each meeting. Further details of the composition and work of the Risk Committee are set out in the Principal Risks Report on pages 66 to 73 of the Annual Report 2010.
Executive Committee The Executive Committee consists of the six Executive Directors and four members of Senior Management and is responsible for the day-to-day management of the Company and for ensuring that the overall objectives and targets set out by the Board are achieved. The Executive Committee ensures that the Board is kept up to date on all material events and makes recommendations regarding business objectives and the strategic direction and control of the Company. The Executive Committee ensures co-ordination between senior managers, manages the Company’s operations, financials, administration, health and safety and environmental performance and is responsible for the assessment and review of risk. The Committee also approves transactions considered to be in the ordinary course of business, expenditure and other financial commitments in accordance with the budget, manages the Company’s funding position, maintains relations with shareholders and other key stakeholders, investigates merger and acquisition opportunities, makes recommendations to the Board on internal control and risk management and reviews the adequacy of reporting arrangements and effectiveness of internal control and management. There are two new Executive Committees:
Technical Committee This committee, which reports to the Executive Committee is chaired by Martin Smith and involves members of the Company’s technical services divisions, such as geology, engineering, mining and processing. It has as its task the creation and presentation of technical analysis on all budgets, forecasts and investment plans and it is intended that in so doing it will provide technical support for the work of the Strategic Committee.
Strategic Committee This committee, which reports to the Executive Committee, is chaired by Alfiya Samokhvalova, who is supported by Andrey Maruta. Both of these are existing members of the Company’s Executive Committee and have worked for the Company in London for more than seven years. Dmitri Chekashkin, a member of the Executive Committee and Group Head of Precious Metals Operations, serves on the committee, as does the Chief Executive Officer, Dr Pavel Maslovskiy. The functions of the Committee are to formulate annual and long-term budgets and forecasts and to monitor the Company’s performance against these. Petropavlovsk Financial Statements 2010
Corporate Governance Statement continued For the year ended 31 December 2010
Related party transactions The Company has established procedures to ensure that all transactions with related parties are reviewed and approved by members of the Board who have no conflict of interest in the given transaction. Where appropriate, transactions are reviewed by a committee of members of the Board who are independent of the transaction. Full details of the related party transactions are given in note 28 to the Financial Statements 2010 on page 78.
Relations with shareholders The Combined Code encourages a dialogue with institutional shareholders based on the mutual understanding of objectives. The Directors have regular and ongoing communication with shareholders throughout the year, by participating in investor roadshows, visits to shareholders and scheduled half-yearly updates. The Chairman is responsible for ensuring the views of shareholders are communicated to the Board as a whole. The Directors also have regular contact with analysts and brokers, which aids their understanding of the views of major shareholders. In addition, the Chairman routinely offers shareholders the opportunity of meetings with either himself, the Group Head of External Communications or the Senior Independent Director to discuss governance, strategy, remuneration or any other matters shareholders wish to raise. The Group Head of External Communications is responsible for ensuring the maximum possible level of transparency between the Group, its shareholders and analysts. Details of significant shareholdings are listed in the Directors’ Report together with an explanation of the Company’s capital structure. The Company maintains a website at www.petropavlovsk.net which is regularly updated and contains a wide range of information about the Group. The Combined Code encourages boards to use the Annual General Meeting to communicate with investors and to encourage their participation. The Board welcomes as many shareholders as possible to attend the Annual General Meeting and shareholders are given the opportunity at the Annual General Meeting to discuss any issues of interest or concern, including performance, governance or strategy, with the Directors. At the Annual General Meeting, the Chairman will announce the level of proxies lodged on each resolution, the balance for and against and abstentions, after it has been dealt with on a show of hands and will arrange for such information to be made available on the Company’s website as soon as reasonably practicable. A separate resolution will be proposed at the Annual General Meeting in respect of each substantially separate issue. The Chairman of the Audit Committee, Remuneration Committee, Nomination Committee, Risk Committee and HSE Committee will deal with matters relating to those committees. This report was approved by the Board of Directors of Petropavlovsk PLC and signed on its behalf by:
Brian Egan Director 30 March 2011 Petropavlovsk Financial Statements 2010 Governance Directors’ Remuneration Report For the year ended 31 December 2010 18/19 18/19 Overview Financial Statements
1 Introduction This report sets out the Company’s remuneration policy for Directors. It provides details of the Remuneration Committee and its duties relating to remuneration, a description of the remuneration policy of the Company and details of the remuneration of all Executive Directors and Non-Executive Directors for the year ended 31 December 2010. The Board has prepared this report in accordance with the requirements of the Listing Rules of the Financial Services Authority and the Companies Act 2006. An ordinary resolution to approve this report will be put to the members at this year’s Annual General Meeting, but the Directors’ remuneration is not conditional upon the resolution being passed. Deloitte LLP have audited the following items as required by law: ``The tables of Directors’ remuneration and associated footnotes on pages 21 to 29 of this report; and ``The table of awards to Directors under the LTIP on page 26 of this report.
2 Remuneration Committee 2.1 Membership The current members of the Remuneration Committee (the “Committee”) are: Sir Malcolm Field (Chairman of the Committee) Sir Roderic Lyne Lord Guthrie The Committee met five times during 2010 and members’ attendance is set out on page 11 of the Financial Statements 2010. During 2010, the Chairman of the Company participated in four of the Committee’s meetings and the Company Secretary participated in all of the meetings at the invitation of the Chairman of the Committee. None of the members were present when issues relating to their own remuneration were discussed. Attendance of other Directors is set out on page 11 of the Financial Statements 2010. No Director is involved in deciding his own remuneration.
2.2 Role of the Committee The Committee is responsible for determining and agreeing with the Board the framework and policy for the remuneration of the Company’s Chairman, Chief Executive Officer, Chief Financial Officer, any newly appointed Executive Director and Company Secretary and members of the Executive Committee. The Committee is also responsible (in consultation with the Chairman and Chief Executive Officer as appropriate) for determining the total individual remuneration package of each Executive Director and for reviewing annually the management proposals for the Executive Committee members, including participation in the Long Term Incentive Plan. The Committee is responsible for the review of the performance of the Executive Directors and can also make recommendations to the Board concerning employee incentives. In carrying out its responsibilities, the Remuneration Committee takes account of pay and conditions throughout the Group. The overriding objective of the Committee is to ensure that the Company’s approach to remuneration is simple, clear and fair. During the year ended 31 December 2010, in addition to the above and to routine matters, the Committee considered whether the existing remuneration framework continued to be appropriate in light of the listing of IRC Limited on the Stock Exchange of Hong Kong Limited and the Group’s strategic objectives for 2011. Details of the remuneration policy and framework are discussed in further detail below. The Committee will hold under review remuneration trends and market practice for example, deferred bonus provisions with clawback clauses and will give due consideration as to whether the application of market trends may be relevant and appropriate for the Company. For example, clawback may be applied to bonus or LTIP awards made to Executive Directors if the overall underlying business performance of the Company during the relevant performance period is not satisfactory or if there are failures relating to safety, environmental, community and legal compliance issues that the Committee considers would entitle it to exercise its discretion. The Committee’s responsibilities are set out in its terms of reference, which are available on the Company’s website. Petropavlovsk Financial Statements 2010
Directors’ Remuneration Report continued For the year ended 31 December 2010
2 Remuneration Committee continued 2.3 Advisers to the Committee During the year, the Board took advice from Kepler Associates which conducted an independent review of the current remuneration structure in the context of the IRC listing. Kepler Associates does not provide any other services to the Group. The Committee also consulted with and received information from the Chairman and Chief Executive Officer during the year but not in respect of their own remuneration. The Committee also draws on information from a range of sources including independent salary reviews, market surveys and published guidance.
2.4 Review of effectiveness As part of the review of effectiveness, the Committee’s terms of reference are held under review to ensure that they remain relevant and appropriate. The terms of reference are available on the Company’s website at www.petropavlovsk.net. The effectiveness of the Committee is subject to ongoing review by the Committee itself, by the Board as a whole and has recently been externally evaluated as part of the external Board evaluation process by an independent assessor, Abbeywell Associates Limited. The Committee is required, at least once a year, to review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board. The view of the Board is that the Committee has satisfactorily performed the duties set out in its terms of reference.
2.5 Corporate Governance The Committee is of the view that its terms of reference cover the main duties set out in The Combined Code on Corporate Governance published by the Financial Reporting Council in June 2008. The Committee is constituted in accordance with the requirements of the Combined Code since all of its members are deemed independent under the Combined Code.
3 Remuneration policy 3.1 Executive Directors’ remuneration Board policy The Committee recognises that to achieve its business objectives, the Group and its performance depends on the quality of its employees and the Group’s remuneration policy is therefore designed to provide competitive remuneration packages to attract, motivate and retain high-calibre executives. The Committee keeps the remuneration policy under constant review to ensure its ongoing appropriateness and to take account of changing market, industry and economic circumstances, as well as developing Group requirements. Each Executive Director’s total remuneration package consists of basic salary, annual bonus and other benefits. The Company’s policy is that a substantial proportion of the remuneration of the Executive Directors and senior management should be performance-related. In structuring the executive remuneration, the Committee’s expectation is that the split between performance-based pay and fixed pay would be approximately 60%: 40% respectively. There are four main elements of the remuneration package for Executive Directors and senior management: ``basic annual salary; ``benefits-in-kind including pensions; `` performance-based annual bonus payments; and ``long-term incentives. In line with the Association of British Insurers’ Guidelines on Responsible Investment Disclosure, the Committee will seek to ensure that the incentive structure for Executive Directors and senior executives will not raise environmental, social or governance (“ESG”) risks by inadvertently motivating irresponsible behaviour. More generally, with regard to the overall remuneration structure, there is no restriction on the Committee which prevents it from taking into account corporate governance on ESG matters and the Committee takes due account of issues of general operational risk when structuring incentives. Executive Directors are entitled to accept appointments outside the Company providing that the Chairman’s permission is obtained in advance of any such appointment. Directors’ biographies are on pages 28 to 29 of the Annual Report 2010. Details of the Executive Directors’ remuneration package are set out in the table on page 29 of this report. Petropavlovsk Financial Statements 2010 Governance 20/21 20/21 Overview Financial Statements
Remuneration components Set out below are the key elements of the remuneration policy for 2010 and 2011.
Basic salary The basic salary of the Chairman and the Executive Directors is targeted relative to industry average levels for comparable roles in similar companies in terms of market sector, location, business complexity and size. Market data and remuneration surveys are used to benchmark salary levels. Basic salary levels are set by reference to the individual’s performance, experience and any other relevant factors and are reviewed annually or when an individual changes position or responsibilities. The review takes into account market trends, Group performance, any changes in the responsibilities of the individual, the performance of the individual in their role, any changes required to meet the principles of the remuneration policy and the Group’s market competitiveness. Executive remuneration packages should be designed to attract, motivate and retain Directors and senior management of the calibre needed to develop and run the Group’s businesses and to reward them for enhancing value for our shareholders. As stated in the 2009 Annual Report, during the course of 2009, the Committee reviewed benefits and salaries payable to the Executive Directors in the context of their increased responsibilities following the acquisition of Aricom plc and these factors, together with those stated above were taken into account in determining the Executive Directors’ basic salaries paid in 2010, details of which are set out in the table below. In reviewing salaries for 2011, the Committee paid particular regard to market trends, individual performance during the year and the cost of living adjustments. As mentioned above, the Committee also took into account pay and conditions across the Group in determining base salary increases for the Executive Directors. 2011 salary increases across the wider employee population reflected an appropriate geographic cost of living adjustment other than in exceptional circumstances where there has been a significant increase in responsibilities. This principle was applied in respect of the Executive Director salaries effective from 1 January 2011 which are set out below:
Salary as at Salary effective Director 31 December 2010 1 January 2011 % increase Peter Hambro £600,000 £624,000 4 Pavel Maslovskiy £600,000 £624,000 4 Brian Egan £350,000 £364,000 4 Alfiya Samokhvalova* £250,000 £325,000 30 Andrey Maruta* £250,000 £325,000 30 Martin Smith* £250,000 £325,000 30
* Dr Samokhvalova, Strategic Director, Mr Maruta, Finance Director, Russia and Mr Smith, Technical Director, were appointed to the Board on 4 January 2011 and their salary increases reflect their increased responsibilities.
Bonus The amount of the bonus paid to an individual is determined by reference to achievement against annual performance targets which include measures of corporate performance. The approach is designed to ensure that the annual bonus reflects the financial results of the Company and also the performance of individuals. The Committee establishes specific objectives that must be met for each financial year if a performance-related bonus is to be paid. The Committee believes that any incentive compensation awarded should be tied to the interests of the Company’s shareholders and account is also taken of the overall relative success of the business and the extent to which the strategic objectives set by the Board are being met. The maximum performance-related bonus that can be paid is 150% of basic annual salary for the Chairman and the Chief Executive Officer and 100% of basic salary for all other Executive Directors. In exceptional circumstances, which will be specifically described, the Committee can award bonuses above the agreed percentage. Petropavlovsk Financial Statements 2010
Directors’ Remuneration Report continued For the year ended 31 December 2010
3 Remuneration policy continued Bonus Awards 2010 Bonuses payable in 2010 are based on performance against a range of production/ profit, funding and operational objectives. Annual bonus objectives for 2010 agreed by the Committee for all senior executives covered a number of measures including annual production (ozs), opening of new mines, costs, EBITDA, future cash funding, increases in reserves and resources levels and successful transfer to JORC Code (2004) reporting. These objectives were allocated a relative priority weighting and the Committee agreed a percentage achievement with management and determined an overall contribution for 2010 as follows: ``delivery of Pioneer and Malomir on schedule – two critically important projects for the future; `` exploration expenditure delivered increases in reserves and resources; `` future cash funding to support the development programme was successfully executed through a convertible bond issue and new bank facilities at acceptable rates; ``move to JORC Code (2004) reporting with strong acceptance from analysts and investors; and ``no bonus was awarded for production or EBITDA which received the highest priority weighting.
The foregoing led management to propose and the Committee to approve a bonus award of 45% of the maximum available to the Chief Executive Officer and Chief Financial Officer and the Committee decided to make a similar award to the Chairman with the following results:
Percentage increase/ (decrease) 2010 Bonus Award 2009 Bonus Award from prior year Peter Hambro – Chairman £405,000 £525,000 (23%) Pavel Maslovskiy – Chief Executive Officer £405,000 £525,000 (23%) Brian Egan – Chief Financial Officer £157,500 £168,778 (7%)
However, the Committee recommended to the Chairman and CEO, that in the light of the production difficulties experienced during the year, even though these were experienced mainly through the late delivery of critical production equipment and despite this being beyond management’s control, they defer 50% of their bonus payment until it became clear that some of the 2010 production shortfall had been made up. The Chairman and CEO agreed. Consequently, 50% of their payments will be withheld until December 2011 or such earlier time as the Committee at its absolute discretion makes a final decision. These arrangements do not apply to the Chief Financial Officer. Details of actual bonus amounts paid to the Executive Directors are set out in the table above. No discretionary bonus payments were made during the year.
Bonus Awards 2011 The Committee has carefully reviewed the targets to be applied for the 2011 bonus awards and has decided that these will constitute a mix of strategic, operational and HSE targets focused on the Group’s priorities for 2011. The objectives for 2011 cover: gold production, costs, development of Albyn and Malomir, exploration (increase in JORC reserves and resources), cash management, delivery against budget and forecasts and HSE targets. The full details of these bonus objectives are commercially sensitive. However, the Company expects to publish details of the objectives achieved at the time of the awards as has been done for the 2010 bonus payments. The maximum bonus potential for the Executive Directors in 2011 will remain the same as 2010. Petropavlovsk Financial Statements 2010 Governance 22/23 22/23 Overview Financial Statements
Pensions All Executive Directors and all employees (on UK contracts) are invited to participate in the Company’s defined contribution pension scheme whereby the Company currently contributes between 5% and 12.5% of salary and the individual contributes 3% of basic salary, subject to certain exceptions. Details of amounts paid to Directors are set out in the table on page 29 of this report. The Remuneration Committee does not anticipate changes to the pension policy and arrangements in 2011.
Other benefits Other benefits include medical insurance, professional fees, death in service benefits, ill health benefits, accommodation allowances and expenses where applicable.
Chairman The Chairman’s salary and bonus are reviewed annually by the Committee, in accordance with the Board policy on Executive Directors’ remuneration.
3.3 Long Term Incentive Plan Petropavlovsk currently operates a Long Term Incentive Plan (“LTIP”) which was approved by shareholders at the Annual General Meeting held on 25 June 2009. The LTIP provides long-term incentives to Executive Directors and senior management and operates in conjunction with an employee benefit trust to provide an effective and flexible means of holding assets for the benefit of employees and their families and providing valuable long-term benefits. The LTIP aligns the long-term interests of participants with those of our shareholders. The LTIP provides for the following types of share award (the “Awards”): a) options with an exercise price per share not less than the market value of a share at the time of grant (“Options”); b) performance share awards, being awards delivering free shares granted as conditional awards or nil-cost options (“Performance Share Awards”); and c) deferred bonus awards, being an award of shares in lieu of annual bonus and conditional upon continuing service (“Deferred Bonus Awards”). Awards will be made at the discretion of the Board on recommendation by the Committee, or in the case of the Company’s Executive Directors, at the discretion of the Committee. The LTIP may be operated in conjunction with the Company’s employee benefit trust whereby awards of shares may take the form of conditional allocations of shares held by the trustee for the benefit of employees and their family members. The vesting of allocations will be subject to the conditions described below. Awards under the LTIP vest three years from the date of grant and are subject to challenging, pre-set performance conditions (see below) determined by the Committee, having regard to market practice within the Company’s business sector, and in the case of Awards granted to the Company’s Executive Directors, relating to the overall performance of the Company.
Key Features of the LTIP `` At any time, the total number of shares which have been issued or remain issuable pursuant to grants made under the LTIP and under any other employees’ share scheme established by the Company, may not exceed 10% of the shares in issue at that time. For the purposes of this limit, treasury shares will be treated as issued and shares which are the subject of lapsed awards shall be excluded. ``No payment is required for the grant of an Award. ``If the Company makes a distribution (including by way of dividend) to its shareholders between the grant of a Performance Share Award or Deferred Bonus Award and the date on which shares are received pursuant to the award, the Committee may, in its absolute discretion, determine that the number of shares subject to the Award shall be increased to reflect the value of the distribution which would have been paid on the shares subject to the Award had such shares been held by the awardholder. ``Options will have an exercise price per share not less than the market value of a share at the time of grant. ``The aggregate market value of shares subject to Options and Performance Share Awards granted during any financial year of the Company to an individual shall not exceed 200 percent of his basic salary (measured at the time of grant). However, in exceptional circumstances (such as a senior executive’s recruitment), this limit may be exceeded provided that grant levels will remain within a maximum approved by the Committee. Petropavlovsk Financial Statements 2010
Directors’ Remuneration Report continued For the year ended 31 December 2010
3 Remuneration policy continued
``Options and Performance Share Awards may be exercised or shall vest (as the case may be) subject to the following conditions: (i) the awardholder remaining in service with the Company or any of its subsidiaries (together, the “Group”) for such period as the Committee shall determine being not less than three years from the date of grant; and (ii) satisfaction of appropriate and challenging performance conditions determined by the Committee, having regard to market practice within the Company’s business sector and relating to the overall performance of the Company. ``Options or Performance Share Awards structured as nil-cost options shall lapse on the tenth anniversary of grant to the extent unexercised. Performance Conditions 2009 ``For the Performance Share Awards granted in 2009 the Committee approved the following performance conditions: (i) 50% of the shares subject to the Performance Share Award shall vest based on a condition relating to total shareholder return (the “TSR Condition”); and (ii) 50% of the shares subject to the Performance Share Award shall vest based on specific conditions relating to the Company’s business development and strategic plans (the “Operating Conditions”). The TSR Condition will relate to growth in total shareholder return (“TSR”) over the three year period from the date of grant until 30 June 2012 relative to the TSR growth of companies in a selected peer group of listed international mining companies (the “Comparator Group”).
TSR Condition The TSR Condition provides for vesting as follows:
Company rank within the Comparator Group Percentage of shares which may be acquired, depending on TSR Condition within top decile 50% at median 25% below median Nil
The number of shares which may be acquired on performance by the Company above median but below top decile shall be determined on a straight-line interpolation between the relevant percentages. TSR is calculated by taking growth in share price and assuming that net dividends declared during the performance period are reinvested. TSR values for the Company and companies in the comparator shall be calculated over the first and last 30 consecutive dealing days of the three year performance period. The Comparator Group comprises: Agnico-Eagle Mines Limited, Alamos GoldInc., AngloGold Ashanti Limited, Atlas Iron Limited, Barrick Gold Corporation, Compañía de Minas Buenaventura S.A.A., Coeur d’Alene Mines Corporation, Eldorado Gold Corporation, Ferrexpo plc, Gindalbie Metals Limited, Gold Fields Limited, Goldcorp Inc., Highland Gold Mining Limited, Hochschild Mining plc, IAMGOLD Corporation, Kinross Gold Corporation, London Mining Plc, Murchison Metals Limited, Newmont Mining Corporation, OJSC Polymetal, OJSC Polyus Gold and Trans- Siberian Gold plc. The Committee may, at its sole discretion, remove from the Comparator Group a member which has ceased to be quoted or to exist or whose relevance to the Company as a comparator has, in the opinion of the Committee, significantly diminished and may also, at its discretion, add to the Comparator Group (whether to replace a removed member or otherwise) if it believes that such addition will enhance the relevance of the Comparator Group to the Company. Petropavlovsk Financial Statements 2010 Governance 24/25 24/25 Overview Financial Statements
Operating Conditions The Committee has approved the Operating Conditions to be measured over the period of three years from grant. The detailed requirements of the Operating Conditions will be communicated to awardholders upon grant and will relate to: (i) acquisition and development of new high-quality resources; (ii) successful construction and development of existing assets; (iii) meeting and exceeding budgeted production targets; (iv) operating safe and efficient mining operations; and (v) strong operating cost control throughout the business; In addition, the Performance Share Awards shall not vest unless the Committee is satisfied that: (i) the performance achieved is a genuine reflection of the underlying financial performance of the Group; (ii) the Group has complied in material respects with regulatory and licence requirements; and (iii) the Company has demonstrated good management of shareholder relations.
The full details of these conditions are commercially sensitive. However, the Committee expects to publish details of the objectives achieved at the time of vesting. Where events occur which cause the Committee to consider that any established performance condition has become unfair in either direction or impractical, the Committee may amend or replace such condition as it deems appropriate provided such revised or new condition is, in the Committee’s opinion, no more and no less difficult to satisfy. No awards were made to the Executive Directors in 2010. For Performance Share Awards or Options granted in future years, the Committee will review whether the performance conditions remain appropriate and challenging taking into account the industry’s outlook and shareholders’ interests. The Committee may adopt revised conditions, which it considers to be no less demanding.
2011 LTIP Awards The key features of the 2011 LTIP awards will remain the same as for the 2009 LTIP awards, including the Committee’s authority to adjust the comparator groups, except as indicated below: The Remuneration Committee has reviewed the Performance Conditions, and for 2011 awards it is proposed that 100% of the shares subject to the Performance Share Award shall vest subject to performance relative to two TSR benchmarks: (i) 70% shall vest based on the current TSR Condition (i.e. on a ranked basis against the Comparator Group), with 35% of the awarded shares vesting at median and 70% vesting for top decile rank, with straight-line interpolation between these ranks; and (ii) 30% shall vest based on TSR outperformance of the companies that constitute the FTSE 350 mining index, with 15% of the awarded shares vesting for performance in line with median TSR and 30% vesting for median TSR+13.5% p.a., with straight-line interpolation between these levels of performance. The Comparator Group comprises: African Barrick Gold Limited, Agnico-Eagle Mines Limited, Alamos Gold Inc., Eldorado Gold Corporation, European Goldfields Limited, Highland Gold Mining Limited, Kinross Gold Corporation, London Mining Plc, OJSC Polymetal, OJSC Polyus Gold, Rangold Resources Limited and Trans-Siberian Gold plc. Full details of the Performance Conditions will be disclosed in the 2011 Remuneration Report. Petropavlovsk Financial Statements 2010
Directors’ Remuneration Report continued For the year ended 31 December 2010
3 Remuneration policy continued The Directors’ interests under the LTIP and Awards vesting during 2010 are as follows: Number of Number of Petropavlovsk Petropavlovsk Ordinary Shares Ordinary Shares subject to awards subject to awards as at as at 1 January Awards vested Future Vesting Awards granted 31 December Name 2010 during the year dates during the year 2010 25 June Brian Egan 112,179 53,8461 20122 Nil 58,3332
1 Pursuant to the acquisition of Aricom plc, the trustees of the Company’s employee benefit trust granted an award to Brian Egan in the form of a conditional allocation of 53,846 Petropavlovsk Ordinary Shares (which were not subject to any performance criteria) for the benefit of the awardholder and his family since these awards were made in exchange for an award held over Aricom plc ordinary shares under the Aricom plc Long Term Incentive Plan. The allocation, which was subject to continued employment, vested in February 2010. The market price of a Petropavlovsk Ordinary Share on the date of grant of the replacement allocation (22 April 2009) was £5.36 and on the date of vesting (6 February 2010) was £10.02.
2 An award was granted by the trustees of the Company’s employee benefit trust under the Petropavlovsk Long Term Incentive Plan, in the form of a conditional allocation of Petropavlovsk Ordinary Shares, for the benefit of Brian Egan and his family. Vesting is subject to the attainment of performance conditions (as set out above) and continued employment.
Deferred Bonus Awards The Committee may in respect of any financial year of the Company determine that up to 100% of an eligible employee’s annual bonus shall be satisfied by the grant of a Deferred Bonus Award, which shall vest subject to the awardholder remaining in service with the Group for such period as the Committee shall determine being not less than 12 months from the date of grant.
Cessation of Employment/ Change of Control Awards shall become exercisable or immediately vest (as the case may be) if an awardholder ceases to be employed by the Group by reason of his death, injury, ill-health, disability, redundancy, retirement, in the event of a takeover, change of control or winding-up of the Company or for any other reason which the Board in its absolute discretion permits. In the case of Options or Performance Share Awards, such Awards will become exercisable or immediately vest (as the case may be) based on the extent to which the Committee determines that the performance conditions have been met or are likely to be met. The number of shares subject to all relevant Awards shall be pro-rated down to reflect the reduced service period. In the event of a takeover/ change of control, Awards may, by agreement with the acquiring company, be exchanged for awards over shares in the acquiring company. In the event of an internal re-organisation of the Company, all Awards will be automatically exchanged for equivalent awards subject to the terms of the LTIP over an appropriate number of new securities. If an awardholder ceases employment for any other reason prior to his Award vesting or becoming exercisable, his Award will lapse immediately on cessation of employment.
3.4 External appointments Executive Directors are not permitted to hold external directorships or offices of other fully-listed or AIM-listed companies without the prior approval of the Chairman. If such an approval is granted, they may each retain the fees payable from such appointment. The Board believes that the appointment of any Director as a non-executive director of another company can broaden their experience and knowledge, to the benefit of the Group. In the case of companies where any conflict of interest may occur, the Director concerned is required to declare such interest to the Board and to abstain from participating in any discussions or voting on such matters. None of the Executive Directors held any such external directorships during the year. Petropavlovsk Financial Statements 2010 Governance 26/27 26/27 Overview Financial Statements
3.5 Non-Executive Directors’ remuneration Board policy The maximum aggregate sum available to remunerate Non-Executive Directors in the Articles of Association is currently £1,000,000 per annum. There are no current plans to propose an amendment to the Articles of Association to increase this aggregate sum during 2011. The Board is conscious that, just as the Group must set remuneration levels to attract and retain high-calibre executives, it must also ensure that remuneration rates for Non-Executive Directors are set at a level that will attract the calibre of Director necessary to contribute to an effective and high-performing Board. Non-Executive Directors are not eligible to participate in the Group’s pension arrangements or to receive other benefits. Non-Executive Directors’ remuneration is approved by the Board as a whole on the recommendation of the Chairman. Non-Executive Directors do not participate in discussions relating to their own fees. Fees are set to reflect the responsibilities and time spent by the Directors on the affairs of the Company. The Board reviews Non-Executive Directors’ fees annually to ensure they remain market-competitive. Following a review in December 2010, the Board agreed that non-executive fee levels for 2011 would remain the same as the prior year except in the case of Peter Hill-Wood who stood down as Senior Non-Executive Director on 4 January 2011 and Graham Birch who was appointed Senior Non-Executive Director on the same date. Details are set out below: Non-executive fees effective 1 January 2011 (except where indicated):
Graham Birch £90,000 p.a. with effect from 4 January 2011 Sir Malcolm Field £90,000 p.a. Lord Guthrie £87,550 p.a. Peter Hill-Wood £87,550 p.a. with effect from 4 January 2011 Sir Roderic Lyne £87,550 p.a. Charles McVeigh £87,550 p.a.
Details of the fees paid to Non-Executive Directors in respect of the year ended 31 December 2010 are set on page 29 of this report. No consideration was paid to or became receivable by third parties for making available the services of any person as a Director of the Company during the year to 31 December 2010 (2009: nil). Petropavlovsk Financial Statements 2010
Directors’ Remuneration Report continued For the year ended 31 December 2010
4 Terms of appointment Each Director is subject to re-election at the first Annual General Meeting following his or her appointment by the Board and this will apply to Martin Smith, Alfiya Samokhvalova and Andrey Maruta. In addition, in accordance with the provision in the UK Corporate Governance Code, all eligible Directors will stand for re-election at this year’s Annual General Meeting.
Executive Directors Each of the Executive Directors has a service contract with the Company. It is the Group’s policy that Executive Directors’ service contracts have no fixed term, but are capable of termination giving a maximum of 12 months’ notice. There are no provisions in any of the Executive Directors’ appointment arrangements for compensation payable on early termination of their directorship. The appointments can be terminated by paying in lieu of the notice period with such pay in lieu being limited to the Executive Director’s basic salary only. The Company has the right to clawback this payment and/ or make the payment in monthly instalments in the event that the Director finds alternative employment and mitigates his loss.
Non-Executive Directors Non-Executive Directors, who are appointed for an initial term of three years, have formal letters of appointment setting out their duties and responsibilities. These letters are available for inspection at the Company’s registered office and at the Annual General Meeting. There are no provisions in any of the current Non-Executive Directors’ appointment arrangements for compensation payable on early termination of their directorship. The appointments can be terminated by paying in lieu of the notice period with such pay in lieu being limited to the Non-Executive Director’s basic fee only.
Notice periods Notice periods for Directors are as follows:
Date of Contract Notice period Executive Directors Peter Hambro 1 September 2009 12 months Pavel Maslovskiy 1 September 2009 12 months Brian Egan 21 April 2009 12 months Alfiya Samokhvalova 4 January 2011 12 months Andrey Maruta 4 January 2011 12 months Martin Smith 4 January 2011 12 months Non-Executive Directors Graham Birch 12 February 2010 3 months Sir Malcolm Field 21 April 2009 3 months Lord Guthrie 21 April 2009 3 months Peter Hill-Wood* 21 April 2009 3 months Sir Roderic Lyne 21 April 2009 3 months Charles McVeigh 25 June 2009 3 months
Directors’ letters of appointment and service contracts are available for inspection at the Company’s registered office and at the Annual General Meeting. * As mentioned earlier in the Annual Report, Peter Hill-Wood has announced his intention to stand down as a Non-Executive Director at the 2011 Annual General Meeting. Petropavlovsk Financial Statements 2010 Governance 28/29 28/29 Overview Financial Statements
5 Table of emoluments Aggregate Directors’ remuneration The total amounts for Directors’ remuneration were as follows:
2010 2010 2009 2009¹ £’000 US$’0001 £’000 US$’000 Emoluments 2,090 3,232 1,651 2,580 Contributions to personal pensions 44 67 41 64 Other benefits 22 33 13 20 Bonus payments 967 1,495 2,198 3,434
Total2 3,123 4,827 3,903 6,098
1 Rates of exchange used: 2010: £0.65: US$1; 2009 £0.64: US$1 (average exchange rate throughout the year). 2 The aggregate remuneration for 2009 and 2010 relates to Directors who were in office during the year.
The following table sets out an analysis of the Chairman and Directors’ remuneration for the year ended 31 December 2010: Basic salary/ Other Year end fees fees bonus5 Expenses6 Pension4 Total 2010 Total 2009 £ £ £ £ £ £ US$1 £ US$1 Executive Directors Peter Hambro 600,000 – 405,000 – – 1,005,000 1,553,228 1,144,734 1,788,647 Pavel Maslovskiy2 600,000 20,991 405,000 – – 1,025,991 1,585,669 1,138,339 1,778,655 Brian Egan 350,000 – 157,500 21,715 43,750 572,965 885,517 403,305 630,164 Total Executive Directors 1,550,000 20,991 967,500 21,715 43,750 2,603,956 4,024,414 2,686,378 4,197,466 Non-Executive Directors Graham Birch3 76,662 – – – – 76,662 118,483 – – Sir Malcolm Field 90,000 – – – – 90,000 139,095 58,333 91,145 Lord Guthrie 87,550 – – – – 87,550 135,308 87,550 136,797 Peter Hill-Wood 90,000 – – – – 90,000 139,095 88,367 138,073 Sir Roderic Lyne 87,550 – – – – 87,550 135,308 50,850 79,453 Charles McVeigh 87,550 – – – – 87,550 135,308 45,159 70,561 Total Non-Executive Directors 519,312 – – – – 519,312 802,597 330,259 516,029 Total 2,069,312 20,991 967,500 21,715 43,750 3,123,268 4,827,001 3,016,637 4,713,495
1 Rates of exchange used: 2010 £0.65: US$1; 2009 £0.64: US$1(average exchange rate throughout the year). 2 Dr Maslovskiy received fees of £20,991 (US$32,442) in respect of his non-executive directorship of IRC Limited for the period 3 September to 31 December 2010 and are included in other fees. 3 Appointed as a Director on 12 February 2010. The remuneration disclosed in this table relates to the period 12 February 2010 to 31 December 2010. 4 Defined Contribution Scheme. 5 50% of the bonus payment has been deferred (excluding Brian Egan). 6 Includes expense allowances as follows.
Accommodation £ Medical Insurance £ Total £ Brian Egan 12,000 9,715 21,715 Petropavlovsk Financial Statements 2010
Directors’ Remuneration Report continued For the year ended 31 December 2010
6 Directors’ share interests The interests of Directors who held office during the period 1 January 2010 to 31 December 2010 in the Ordinary Shares of the Company are set out in the Directors’ Report on page 3 of these Financial Statements 2010.
7 Performance comparator graph This report includes a graph illustrating the Company’s performance relative to the FTSE 350 Mining Index, as shown below. The Board considers the FTSE 350 Mining Index to be an appropriate index for comparison.
Petropavlovsk PLC FTSE 350 Mining Index
This report was approved by the Board of Directors of Petropavlovsk PLC and signed on its behalf by:
Sir Malcolm Field Chairman of the Remuneration Committee 30 March 2011 Petropavlovsk Financial Statements 2010 Governance Audit Committee Report For the year ended 31 December 2010 30/31 30/31 Overview Financial Statements
Summary of the role of the Audit Committee The Audit Committee is appointed by the Board from the Non-Executive Directors of the Company and has defined terms of reference which include matters indicated by the Combined Code and are available on the Company’s website. The Audit Committee is responsible for: `` considering the appointment or removal of the External Auditors of the Group, reviewing their fees and their objectivity and independence in the conduct of the audit, and reviewing the nature and extent of non-auditing services provided by the External Auditors, seeking to balance the maintenance of objectivity and independence and value for money; ``discussing with the External Auditors, before the audit commences, the nature and scope of the audit and considering its cost-effectiveness and, where more than one firm of External Auditors is involved, ensuring coordination between them; `` reviewing the half-yearly and annual financial statements and any formal announcements relating to the Company’s financial performance before submission to the Board, focusing particularly on: – any changes in accounting policies and practices; – major judgemental areas; – significant adjustments; – the going concern assumption; – compliance with accounting standards; – disclosure of related party transactions; – compliance with the requirements of the UK Listing Authority; and – compliance with other applicable legal requirements. ``discussing problems and reservations arising from the preparation and audit of such financial statements, and any matters which the External Auditors may wish to discuss (in the absence of management where necessary); ``reviewing the External Auditors’ management letters and the response thereto of the management of the Company or any other company in the Group; ``reviewing the Company’s statement on internal control systems prior to endorsement by the Board; ``reviewing the internal financial control systems of the Group and reviewing the internal audit programme and procedures, ensuring co-ordination between the External Auditors and the Internal Auditors, and ensuring that the internal audit function is adequately resourced and has appropriate standing within the Group; ``considering the major findings of internal investigations and the response of management thereto; ``in conjunction with the Risk Committee, ensuring that high impact risk areas are covered in the internal audit plan; ``reviewing the Group’s arrangements for its employees to raise concerns in confidence, about possible wrongdoing in financial reporting or other matters; and ``considering such other matters as the Board may from time to time refer to it. The Audit Committee is required to report its findings to the Board, identifying any matters in respect of which it considers that action or improvement is needed, and to make recommendations as to the steps to be taken.
Composition of the Audit Committee The current members of the Audit Committee are:
Name Date of appointment to the Committee Sir Malcolm Field (Chairman of the Audit Committee) 22 April 2009 Graham Birch 12 February 2010 Peter Hill-Wood1 25 June 2009 Charles McVeigh 25 June 2009
1 Member of the Committee between 12 June 2003 and 16 April 2009, re-appointed on 25 June 2009. Petropavlovsk Financial Statements 2010
Audit Committee Report continued For the year ended 31 December 2010
Membership of the Committee is reviewed by the Chairman of the Committee, the Nomination Committee and the Company Chairman, who is not a member of the Audit Committee, at regular intervals and they recommend to the Board any new appointments to the Committee. The Committee is normally comprised of at least three Non-Executive Directors and two members constitute a quorum. The Board considers that both Sir Malcolm Field and Charles McVeigh have recent and relevant financial experience through their careers in business and their appointments to other Boards. The Board expects the Audit Committee members to have an understanding of: ``the principles of, contents of, and developments in financial reporting including the applicable accounting standards; ``key aspects of the Group’s operations including corporate policies, Group financing, and systems of internal control; ``matters that influence or distort the presentation of accounts; ``the principles of, and developments in, company law, sector-specific laws and other relevant corporate legislation; ``the role of internal and external auditing; ``sound risk management and internal controls framework; ``the regulatory framework for the Group’s businesses; and ``environmental and social responsibility best practices.
Meetings The Audit Committee meets at least four times a year and has an agenda linked to events in the Group’s financial calendar, including a review of the Company’s annual and half-yearly results, the review of the internal controls of the Group and ensuring that the financial performance of the Group is properly reported on and monitored. The agenda is predominantly cyclical and is approved by the Audit Committee Chairman in advance of each meeting. Each Audit Committee member has the right to require reports on matters of interest in addition to the routine items. The Chairman, the Chief Financial Officer, the Internal Auditor and a representative of the External Auditors are invited to attend meetings of the Audit Committee. Senior management present such reports as are requested by the Committee to enable it to discharge its duties. Details of attendance by Directors at Audit Committee meetings are set out on page 11 of these Financial Statements 2010.
Overview of the actions taken by the Audit Committee to discharge its duties The key activities of the Audit Committee which were carried out during the year in the discharge of its duties are set out in the table below: March 2010 ``reviewed the financial statements for the year ended 31 December 2009, including significant reporting judgements ``considered the External Auditors’ report in relation to the year-end audit ``reviewed the 2010 Internal Audit programme August 2010 ``reviewed the interim report for the period ended 30 June 2010 including significant reporting judgements ``reviewed the External Auditors’ report in relation to Interim Results ``considered the External Auditors’ 2009 Management Letter ``reviewed the Internal Audit Charter ``considered the Group’s internal controls framework ``approved the written policy on non-audit services Petropavlovsk Financial Statements 2010 Governance 32/33 32/33 Overview Financial Statements
Overview of the actions taken by the Audit Committee to discharge its duties continued October 2010 ``reviewed and agreed the External Auditors’ scope of work for the 2010 audit ``reviewed the accounting treatment in relation to a number of Group transactions including the listing of IRC Limited on the Main Board of the Stock Exchange of Hong Kong Limited ``reviewed the financial risks associated with the Group’s business together with appropriate mitigating actions ``reviewed management’s progress in implementing the recommendations contained in the External Auditors’ Management Letter of internal control observations and the actions to be taken ``reviewed and recommended changes to its terms of reference December 2010 ``reviewed the External Auditors’ fees for 2010 ``further reviewed management’s progress report on the observations within the External Auditors Management Letter ``reviewed and approved the 2011 Internal Audit plan and the structure of the Internal Audit department ``reviewed the draft 2010 Annual Report ``reviewed the updated Group Controls Policy and Procedures Manual.
External Auditors The Group’s External Auditors are Deloitte LLP and the lead Audit Partner is Douglas King. Deloitte was appointed Auditors following the acquisition of Aricom in 2009 and the Lead Audit Partner is in his second year of tenure. Deloitte LLP was appointed External Auditors in April 2009 at the time of the Company’s move to the Main Board of the London Stock Exchange. The Audit Committee is responsible for the development, implementation and monitoring of the Group’s policy on external audit. The Audit Committee has overall responsibility for monitoring the independence and objectivity of the External Auditors and their compliance with ethical and regulatory requirements. Day-to-day responsibility has been assigned to the Chief Financial Officer. To fulfil its responsibility regarding the objectivity and independence of the External Auditors, the Audit Committee reviewed: `` the changes in key external audit staff in the External Auditors’ plan for the current year; `` the arrangements for day-to-day management of the audit relationship; and `` the overall extent of non-audit services provided by the External Auditors, in addition to their case-by-case approval of the provision of non-audit services by the External Auditors. During the year, the Audit Committee approved and adopted a written policy on the provision of non-audit services by the External Auditors. In summary, the policy prohibits the External Auditors from carrying out certain additional services for the Group including book-keeping, internal audit services, valuation services, actuarial services and financial information systems design and implementation. Services which the External Auditors may be permitted to carry out include tax advisory services and mergers and acquisitions work. All non-audit services must be approved by the Audit Committee. The full policy is available on the Company’s website. A breakdown of non-audit fees paid in 2010 is set out in note 7 to the Financial Statements 2010 on page 62. Having considered the non-audit services provided by the External Auditors and after review with the Audit Partner and the Executive Directors, the Audit Committee is satisfied as to the objectivity and independence of the External Auditors. During the year, the External Auditors were appointed as advisers and reporting accountants in relation to the listing of IRC Limited on the Hong Kong Stock Exchange. The Audit Committee decided that there were significant benefits for the Company to the External Auditors carrying out this work due to their detailed understanding of the Group. Petropavlovsk Financial Statements 2010
Audit Committee Report continued For the year ended 31 December 2010
To assess the effectiveness of the External Auditors, the Audit Committee reviewed: ``the External Auditors’ fulfilment of the agreed audit plan and variations from the plan; and ``the robustness and perceptiveness of the External Auditors in their handling of the key accounting and audit judgements. As a consequence of its satisfaction with the results of the activities outlined above, the Audit Committee has recommended to the Board that the External Auditors are re-appointed.
Internal Audit function The Group employs an Internal Auditor, who reports to the Audit Committee. He prepares reports for each Audit Committee meeting and is invited to attend all meetings. The Audit Committee is required to review the Group’s internal financial controls and, where required, to review the Group’s internal control and risk management systems and the Group’s statement on internal control systems prior to endorsement by the Board. The Internal Auditor reports to the Audit Committee on the review of internal controls, in conjunction with the CFO. The CFO monitors internal controls and reports to the Committee as appropriate. The CFO in conjunction with the Audit Committee, which has ultimate responsibility for such review, is responsible for reviewing the effectiveness of internal controls. In the course of the reporting received from the Internal Auditor and the CFO, the Audit Committee reviews the effectiveness of the Group’s internal controls.
Financial reporting, internal control and risk management The Board and the Audit Committee pay careful attention to ensuring that all documents released by the Group and the Company, including the Annual Report and Financial Statements, present an accurate, balanced and understandable assessment of the Group and the Company’s position and prospects. The Board is responsible for the Group and the Company’s system of internal controls and conducts an annual review of their effectiveness. The internal control system is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable and not absolute assurance against material misstatement or loss. Oversight is provided by the Executive Committee, which meets regularly to review the results of each of the operations. The framework for the Company’s internal control system is documented in a Governance and Control Policy and Procedures Manual which has been approved by the Board and Audit Committee. It is amended to reflect any changes during the year and is reviewed annually by the Board and the Audit Committee. Some key features of the internal control system are: ``a defined management structure with clear accountabilities. There is a defined delegation of authorities, including over all areas of expenditure; ``a detailed budget is prepared annually and approved by the Board, with monthly reforecasts being made subsequently; ``detailed monthly management accounts are prepared including variance analysis against budget and this is reviewed formally every month by the Executive Committee. A summary of the most recent monthly accounts are provided to the Board highlighting key issues; ``appropriate segregation of duties exists throughout the Group, in particular separating the purchasing/ ordering function from the processing/ payments function; ``a central treasury function manages the Company’s cash and debt on a daily basis, with a full analysis of the Company’s cash and debt positions circulated weekly to management; ``a Group Internal Audit function which performs a programme of audits throughout the year. The work of the Internal Audit function is described in further detail above; ``review of Group-wide risks by the Executive Committee and review of financial risks by the Audit Committee. In turn, these Committees report through to the Risk Committee on all significant risks, which are then considered by the Risk Committee; ``the existence of specific procedures regarding the approval of all related party transactions. A Committee of independent Directors reviews the details of all transactions and approves all significant transactions as appropriate; and ``in preparing the interim and annual accounts, all key judgements are presented to the Audit Committee for approval. Petropavlovsk Financial Statements 2010 Governance 34/35 34/35 Overview Financial Statements
Financial reporting, internal control and risk management continued During the year, the Audit Committee has continued to develop and enhance the internal controls framework of the Group. No significant internal control weaknesses or failings were identified. Regular management reporting on the financial performance and position of the Company and reporting of the results of the work performed by the Internal Audit function are key components of the Board’s assurance on the internal control system. The Internal Audit function reports directly to the Audit Committee and its agenda is approved by the Chairman of the Audit Committee. The Board has established a Risk Committee, consisting of independent Non-Executive Directors, which has delegated the management of financial risk to the Audit Committee. The Audit Committee receives reports on financial risk from the CFO and these reports are also reviewed by the Risk Committee. The Board receives reports from the chairman of both the Audit and Risk Committees following each committee meeting and reviews risk areas of concern as appropriate. The Risk Committee, Audit Committee and the Board review risk reporting with the aim of managing and controlling risk. Executive Management within the Group takes responsibility for the line management of risk and the Audit Committee and the Board, in the course of the review of regular reporting, monitor the improvements and status of risk management. Further details of the Company’s risks are in the Principal Risks Report on pages 66 to 73 of the Annual Report 2010.
Overview As a result of its work during the year, the Audit Committee has concluded that it has acted in accordance with its terms of reference and has ensured the independence and objectivity of the External Auditors. The Chairman of the Audit Committee will be available at this year’s Annual General Meeting to answer any questions about the work of the Audit Committee.
Approval This report was approved by the Audit Committee and signed on its behalf by:
Sir Malcolm Field Chairman of the Audit Committee 30 March 2011 Petropavlovsk Financial Statements 2010
Statement of Directors’ Responsibilities For the year ended 31 December 2010
Directors’ responsibilities The Directors are responsible for preparing the Annual Report, Directors’ Report, Directors’ Remuneration Report and the Financial Statements. Company law requires the Directors to prepare such financial statements in accordance with the Companies Act 2006 and Article 4 of the IAS Regulation. The Financial Statements for the Group have been prepared in accordance with IFRS as adopted by the European Union. International Accounting Standard 1 requires that financial statements present fairly for each financial year the Company’s financial position, financial performance and cash flows. This requires the faithful representation of the effects of transactions, other events and conditions in accordance with the definitions and recognition criteria for assets, liabilities, income and expenses set out in the International Accounting Standards Board’s ‘Framework for the Preparation and Presentation of Financial Statements’. In virtually all circumstances, a fair presentation will be achieved by compliance with all applicable International Financial Reporting Standards. Directors are also required to: ``properly select and apply accounting policies; ``present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; and ``provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity’s financial position and financial performance. The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company, for safeguarding the assets, for taking reasonable steps for the prevention and detection of fraud and other irregularities and for the preparation of a Directors’ report which complies with the requirements of the Companies Act 2006. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements differs from legislation in other jurisdictions. Each of the Directors, whose names and functions are listed on pages 28 to 29 of the Annual Report 2010, confirm that, to the best of their knowledge: ``The Financial Statements, which have been prepared in accordance with IFRS as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the Group; and ``The Directors’ Report, taken together with the Chairman’s Statement and Chief Executive Officer’s Review, includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces. After making enquiries, the Directors are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, the Directors continue to adopt the going concern basis in preparing the Financial Statements.
Approval This report was approved by the Board of Directors of Petropavlovsk PLC and signed on its behalf by:
Peter Hambro Chairman 30 March 2011 Petropavlovsk Financial Statements 2010 Governance Independent Auditor’s Report to the Members of Petropavlovsk PLC For the year ended 31 December 2010 Overview Financial Statements
We have audited the group financial statements of Petropavlovsk PLC for the year ended 31 December 2010 which comprise the Consolidated Income Statement, the Consolidated Statement of Recognised Income and Expense, the Consolidated Statement of Changes in Equity, the Consolidated Balance Sheet, the Consolidated Cash Flow Statement and the related notes 1 to 40. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union. This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of Directors and auditor As explained more fully in the Directors’ Responsibilities Statement, the Directors are responsible for the preparation of the group financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the group financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply 36/37 36/37 with the Auditing Practices Board’s Ethical Standards for Auditors.
Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Group’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the financial statements.
Opinion on financial statements In our opinion the group financial statements: ``give a true and fair view of the state of the Group’s affairs as at 31 December 2010 and of its profit for the year then ended; ``have been properly prepared in accordance with IFRSs as adopted by the European Union; and ``have been prepared in accordance with the requirements of the Companies Act 2006 and Article 4 of the IAS Regulation.
Opinion on other matters prescribed by the Companies Act 2006 In our opinion the information given in the Directors’ Report for the financial year for which the group financial statements are prepared is consistent with the group financial statements.
Matters on which we are required to report by exception We have nothing to report in respect of the following: Under the Companies Act 2006 we are required to report to you if, in our opinion: ``certain disclosures of Directors’ remuneration specified by law are not made; or ``we have not received all the information and explanations we require for our audit. Under the Listing Rules we are required to review: ``the Directors’ statement contained within the Financial Review in relation to going concern; and ``the part of the Corporate Governance Statement relating to the Company’s compliance with the nine provisions of the June 2008 Combined Code specified for our review; ``certain elements of the report to shareholders by the Board on Directors’ remuneration.
Other matter We have reported separately on the parent company financial statements of Petropavlovsk PLC for the year ended 31 December 2010 and on the information in the Directors’ Remuneration Report that is described as having been audited. Douglas King (Senior Statutory Auditor) for and on behalf of Deloitte LLP Chartered Accountants and Statutory Auditor London, United Kingdom 30 March 2011 Petropavlovsk Financial Statements 2010
Consolidated Income Statement For the year ended 31 December 2010
2010 2009 Before Before exceptional Exceptional exceptional Exceptional items items Total items items Total note US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 Group revenue 5 612,016 – 612,016 472,331 – 472,331 Operating expenses 6 (490,556) (15,417) (505,973) (296,696) (4,494) (301,190) 121,460 (15,417) 106,043 175,635 (4,494) 171,141
Share of results of joint ventures (3,168) – (3,168) 2,723 – 2,723 Operating profit/ (loss) 118,292 (15,417) 102,875 178,358 (4,494) 173,864 Investment income 9 6,525 – 6,525 7,661 – 7,661 Interest expense 9 (32,172) – (32,172) (7,140) – (7,140) Other finance (losses)/ gains 9 2,285 (10,314) (8,029) (716) 23,716 23,000 Profit/ (loss) before taxation 94,930 (25,731) 69,199 178,163 19,222 197,385 Taxation 10 (46,228) – (46,228) (45,260) (7,341) (52,601) Profit/ (loss) for the period 48,702 (25,731) 22,971 132,903 11,881 144,784 Attributable to: Equity shareholders of Petropavlovsk PLC 45,508 (25,731) 19,777 131,313 11,881 143,194 Non-controlling interests 3,194 – 3,194 1,590 – 1,590 48,702 (25,731) 22,971 132,903 11,881 144,784 Earnings/ (loss) per share Basic 11 US$0.25 (US$0.14) US$0.11 US$0.90 US$0.08 US$0.98 Diluted 11 US$0.25 (US$0.14) US$0.11 US$0.88 US$0.08 US$0.96 Petropavlovsk Financial Statements 2010 Governance Consolidated Statement of Recognised Income and Expense For the year ended 31 December 2010 Overview Financial Statements
2010 2009 US$’000 US$’000 Profit for the period 22,971 144,784 Income and expense recognised directly in equity: Revaluation of available-for-sale financial investments (100) (464) Exchange differences on translating foreign operations 443 158 Net income/ (expense) recognised directly in equity 343 (306) Total recognised income for the period 23,314 144,478 Attributable to: Equity shareholders of Petropavlovsk PLC 20,161 142,520 Non-controlling interests 3,153 1,958 38/39 38/39 Petropavlovsk Financial Statements 2010
Consolidated Statement of Changes in Equity For the year ended 31 December 2010
Total attributable to equity holders of Petropavlovsk PLC Share based Non- Share Share Merger Own Convertible payments Other Retained controlling Total capital premium reserve shares bonds reserve reserves earnings Total interests equity note US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 Balance at 1 January 2009 1,311 35,082 – – 1,583 – 153,728 144,210 335,914 6,412 342,326 Recognised income and expense – – – – – – (674) 143,194 142,520 1,958 144,478 Transfer to retained earnings(a) – – – – – – (153,728) 153,728 – – – Share based payments – – – – – 3,334 – – 3,334 – 3,334 Share placing of 16 million Ordinary Shares 232 104,564 – – – – – – 104,796 – 104,796 Costs associated with placing of 16 million Ordinary Shares – (5,240) – – – – – – (5,240) – (5,240) Shares issued in exchange for 100% share capital of Aricom plc 1,079 – 570,071 – – – – – 571,150 – 571,150 Warrants and option issued in relation to acquisition of Aricom plc – – – – – – 6,970 – 6,970 – 6,970 LTIP award in relation to acquisition of Aricom plc – – – – – 934 – – 934 – 934 Own shares acquired through business combination with Aricom plc – – – (14,003) – – – – (14,003) – (14,003) Conversion of convertible bonds 180 139,620 – – (1,583) – – 1,583 139,800 – 139,800 Employee options exercised 3 1,716 – – – (421) – 421 1,719 – 1,719 Acquisition of shares in subsidiaries – – – – – – – – – 3,500 3,500 Balance at 1 January 2010 2,805 275,742 570,071 (14,003) – 3,847 6,296 443,136 1,287,894 11,870 1,299,764 Recognised income and expense – – – – – – 384 19,777 20,161 3,153 23,314 Dividends 12 – – – – – – – (27,774) (27,774) – (27,774) Share based payments – – – – – 2,574 – – 2,574 – 2,574 Vesting of Replacement LTIP – – – 3,328 – (3,260) – (68) – – – Employees’ options exercised 3 246 – – – (21) – 21 249 – 249 Issue of convertible bonds 22 – – – 59,032 – – – 59,032 – 59,032 Exercise of warrants 83 101,152 – – – – – – 101,235 – 101,235 Acquisition of subsidiary 29 – – – – – – – – – 15,608 15,608 Issue of ordinary shares by subsidiary 31 – – – – – – – (12,046) (12,046) 241,653 229,607 Other transactions with non-controlling interests – – – – – – – 328 328 (4,989) (4,661) Balance at 31 December 2010 2,891 377,140 570,071 (10,675) 59,032 3,140 6,680 423,374 1,431,653 267,295 1,698,948 (a) Following cancellation of the Share Premium Account of the Company registered on 25 August 2005, the amount of US$176.7 million was transferred to Other Distributable Reserves. The balance of US$153.7 million outstanding at 31 December 2008 had become distributable and was transferred to Profit and Loss Account of the Company and shown as part of the consolidated Retained Earnings. Petropavlovsk Financial Statements 2010 Governance Consolidated Balance Sheet For the year ended 31 December 2010 Overview Financial Statements
2010 2009 note US$’000 US$’000 Assets Non-current assets Goodwill 13 21,675 21,675 Intangible assets 14 346,862 104,029 Property, plant and equipment 15 1,320,333 1,065,490 Interests in joint ventures 16 8,446 31,886 Available-for-sale investments 17 3,443 3,543 Inventories 18 11,611 8,628 Trade and other receivables 19 29,196 8,856 Deferred tax assets 23 6,774 9,318 1,748,340 1,253,425
Current assets 40/41 Inventories 18 197,951 101,630 Trade and other receivables 19 218,508 140,505 Derivative financial instruments 2,381 96 Cash and cash equivalents 20 320,986 76,467 739,826 318,698 Total assets 2,488,166 1,572,123 Liabilities Current liabilities Trade and other payables 21 (142,738) (64,379) Current income tax payable (9,735) (6,201) Borrowings 22 (93,104) (11,944) (245,577) (82,524) Net current assets 494,249 236,174 Non-current liabilities Borrowings 22 (399,014) (83,602) Deferred tax liabilities 23 (133,542) (97,578) Provision for close down and restoration costs 24 (11,085) (8,655) (543,641) (189,835) Total liabilities (789,218) (272,359) Net assets 1,698,948 1,299,764 Equity Share capital 25 2,891 2,805 Share premium 377,140 275,742 Merger reserve 570,071 570,071 Own shares 26 (10,675) (14,003) Convertible bond reserve 22 59,032 – Share-based payments reserve 3,140 3,847 Other reserves 6,680 6,296 Retained earnings 423,374 443,136 Equity attributable to the shareholders of Petropavlovsk PLC 1,431,653 1,287,894 Non-controlling interests 267,295 11,870 Total equity 1,698,948 1,299,764
These Consolidated Financial Statements for Petropavlovsk PLC, registered number 4343841, were approved by the Directors on 30 March 2011 and signed on their behalf by
Peter Hambro Brian Egan Director Director Petropavlovsk Financial Statements 2010
Consolidated Cash Flow Statement For the year ended 31 December 2010
2010 2009 note US$’000 US$’000 Cash flows from operating activities Cash generated from operations 27 80,494 188,213 Interest paid (26,787) (24,401) Income tax paid (15,404) (24,203) Net cash from operating activities 38,303 139,609
Cash flows from investing activities Acquisitions of subsidiaries, net of cash acquired 29 (11,505) 224,996 Acquisitions of non-controlling interests (3,113) – Purchase of property, plant and equipment and exploration expenditure (507,400) (259,510) Proceeds from disposal of property, plant and equipment 953 801 Purchase of available-for-sale investments 17 – (3,048) Investments in joint ventures 16 (4,731) (2,021) Loans granted (1,413) (12,740) Repayment of amounts loaned to other parties 18,507 9,517 Interest received 5,812 3,542 Net cash used in investing activities (502,890) (38,463)
Cash flows from financing activities Proceeds from issuance of Ordinary Shares, net of transaction costs 101,484 101,275 Issue of convertible bonds, net of transaction costs 22 370,290 – Issue of ordinary shares by subsidiary, net of transaction costs 31 234,589 – Repayments of borrowings (136,764) (70,513) Proceeds from borrowings 174,147 96,786 Debt transaction costs prepaid (4,090) – Buy back of exchangeable bonds 22 – (178,365) Dividends paid to shareholders of Petropavlovsk PLC (27,773) – Dividends paid to non-controlling interests (327) – Net cash from/ (used in) financing activities 711,556 (50,817)
Net increase in cash and cash equivalents in the period 246,969 50,329 Effect of exchange rates on cash and cash equivalents (2,450) (306) Cash and cash equivalents at beginning of period 76,467 26,444 Cash and cash equivalents at end of period 320,986 76,467 Petropavlovsk Financial Statements 2010 Governance Notes to the Consolidated Financial Statements For the year ended 31 December 2010 Overview Financial Statements
1 General information Petropavlovsk PLC (the “Company”) is a company incorporated in Great Britain and registered in England and Wales. The address of the registered office is 11 Grosvenor Place, London SW1X 7HH.
2 Significant accounting policies 2.1 Basis of preparation and presentation The Consolidated Financial Statements of Petropavlovsk PLC and its subsidiaries (the “Group”) have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union, IFRIC Interpretations and the Companies Act 2006. The Consolidated Financial Statements have been prepared under the historical cost convention, as modified by the revaluation of available-for- sale financial investments, financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss. The principal accounting policies applied in the preparation of these Consolidated Financial Statements are set out below. These policies have been consistently applied to all years presented, unless otherwise stated. 42/43
Going concern The Group monitors and manages its liquidity risk on an ongoing basis. Cash forecasts are regularly produced and sensitivities run for different scenarios including, but not limited to, changes in commodity prices, different production rates from the Group’s producing assets and the timing of expenditure on development projects. The Group meets its capital requirements through a combination of sources including the convertible bond as well as a number of banking facilities. The Group’s forecasts and projections, taking account of reasonably possible changes in trading performance and expenditure, show that the Group should be able to operate within the level of its current facilities, however, in addition to the Group’s current facilities and in order to provide further headroom and additional flexibility the Group expects to secure further financing facilities for the subsequent 12 months from the date of approval of the 2010 Annual Report and Accounts. The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements. Exceptional items The Group has adopted the disclosure of exceptional items in the year ended 31 December 2010 and accordingly the comparative financial information for the year ended 31 December 2009 has been represented to identify those items that are considered exceptional under this classification approach. Exceptional items are those significant items of income and expense, which due to their nature or the expected infrequency of the events that give rise to these items should, in the opinion of the Directors, be disclosed separately to enable better understanding of the financial performance of the Group (notes 6 and 9).
2.2 Adoption of new and revised standards and interpretations New and revised standards and interpretations adopted for the current reporting period From 1 January 2010, the Group has adopted International Financial Reporting Standard 3 “Business Combinations” (revised 2008) and International Accounting Standard 27 “Consolidated and Separate Financial Statements” (revised 2008). In accordance with the transitional provisions, these standards have been applied prospectively. The most significant changes to the Group’s previous accounting policy for business combinations and accounting for changes in non-controlling interests are as follows: ``acquisition-related costs which previously would have been included in the cost of a business combination are included in administrative expenses as they are incurred; ``any pre-existing equity interest in the entity acquired is re-measured to fair value at the date of obtaining control, with any resulting gain or loss recognised in profit or loss; ``any changes to the Group’s ownership interest subsequent to the date of obtaining control are recognised directly in equity, with no adjustment to goodwill; and ``any changes to the cost of an acquisition, including contingent consideration, resulting from an event after the date of an acquisition are recognised in profit or loss. Previously, such changes resulted in an adjustment to goodwill. Petropavlovsk Financial Statements 2010
Notes to the Consolidated Financial Statements continued For the year ended 31 December 2010
2 Significant accounting policies continued
2.2 Adoption of new and revised standards and interpretations continued The revised IFRS 3 was applied to the acquisition of the controlling interest in CJSC ZRK Omchak in July 2010, resulting in remeasurement of the pre-existing 50% equity interest to fair value at the date of obtaining control with a US$28.9 million gain recognised as an exceptional item within Net operating income and expenses. The Group has chosen to recognise the non-controlling interest at the proportionate share of the fair value of the net assets of Omchak, which is in line with accounting policies adopted in prior reporting periods. See note 29 for further details.
New standards, amendments and interpretations issued but not yet effective for the reporting period beginning 1 January 2010 and not early adopted ``IFRS 9 “Financial instruments, effective for accounting periods beginning on or after 1 January 2013 (the standard has not been yet endorsed by the EU) ``IAS 24 (revised 2009) “Related party disclosures”, effective for accounting periods beginning on or after 1 January 2011 (the standard has not been yet endorsed by the EU) ``Amendment to IAS 32 “Classification of rights issue”, effective for accounting periods beginning on or after 1 February 2010 ``IFRIC 19 “Extinguishing financial liabilities with equity instruments”, effective for accounting periods beginning on or after 1 July 2010 (the interpretation has not been yet endorsed by the EU) ``Amendments to IFRIC 14 “Prepayments of a minimum funding requirements”, effective for accounting periods beginning on or after 1 January 2013 (the standard has not been yet endorsed by the EU)
The Directors anticipate that these new standards and amendments will be adopted in the Group’s financial statements, where applicable and subject to endorsement by the EU, for the period beginning 1 January 2011 except for IFRS 9 which the Group plans to adopt for the period beginning 1 January 2013. IFRS 9 introduces new requirements for classifying and measuring financial assets and is likely to affect both measurement and disclosure of financial assets. The Directors do not expect that the adoption of other standards, amendments and interpretations listed above will have a material impact on the Group’s financial statements.
2.3 Comparatives Following adoption of the disclosure of exceptional items and changes in the composition of the Group’s reportable segments (note 4), comparative information for the year ended 31 December 2009 has been represented.
2.4 Basis of consolidation These Consolidated Financial Statements consist of the financial statements of the Company and the entities controlled by the Company (its subsidiaries) as at the balance sheet date. Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date on which control ceases. Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with the policies adopted by the Group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity therein. The interests of non-controlling shareholders may be initially measured at fair value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets. The choice of measurement is made on an acquisition-by-acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity. The recognised income and expense are attributed to non-controlling interests even if this results in the non- controlling interests having a deficit balance. Petropavlovsk Financial Statements 2010 Governance Overview Financial Statements
2.5 Business combinations The Group uses the acquisition method of accounting to account for business combinations. The consideration transferred for each acquisition is measured at the aggregate of the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. Where applicable, the consideration transferred includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition-related costs are recognised in profit or loss as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquiree at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets, on an acquisition-by-acquisition basis. The excess of the consideration transferred the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill.
If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly 44/45 in the statement of recognised income and expenses.
2.6 Non-controlling interests The Group treats transactions with non-controlling interests as transactions with equity owners. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.
2.7 Acquisition of assets Frequently, the acquisition of mining licences is effected through a non-operating corporate structure. As these structures do not represent a business, it is considered that the transactions do not meet the definition of a business combination. Accordingly the transaction is accounted for as the acquisition of an asset. The net assets acquired are recognised at cost. Where the Group has full control but does not own 100% of the assets, then a minority interest is recognised at an equivalent amount based on the Group’s cost, the assets continue to be carried at cost and changes in those values are recognised in equity.
2.8 Interests in joint ventures A joint venture is a contractual arrangement whereby the Group and other parties undertake an economic activity that is subject to joint control (i.e. when the strategic financial and operating policy decisions relating to the activities of the joint venture require the unanimous consent of the parties sharing control). Joint venture arrangements that involve the establishment of a separate entity in which each venturer has an interest are referred to as jointly controlled entities. The Group’s interests in jointly controlled entities are accounted for by using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. Interests in joint ventures are carried in the balance sheet at cost as adjusted by post-acquisition changes in the Group’s share of the net assets of the associate, less any impairment in the value of individual investments. Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the jointly controlled entity recognised at the date of acquisition is recognised as goodwill. The goodwill is included within the carrying amount of the investment and is assessed for impairment as part of that investment. Any excess of the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition, after reassessment, is recognised immediately in profit or loss. The Group’s share of its joint ventures’ post-acquisition profits or losses is recognised in the income statement and its share of post-acquisition movements in reserves is recognised in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment in joint ventures. Petropavlovsk Financial Statements 2010
Notes to the Consolidated Financial Statements continued For the year ended 31 December 2010
2 Significant accounting policies continued
2.9 Investments in associates An associate is an entity over which the Group is in a position to exercise significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. Investments in associates are accounted for using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. Investments in associates are carried in the balance sheet at cost as adjusted by post-acquisition changes in the Group’s share of the net assets of the associate, less any impairment in the value of individual investments. Losses of an associate in excess of the Group’s interest in that associate (which includes any long-term interests that, in substance, form part of the Group’s net investment in the associate) are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate. Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the associate recognised at the date of acquisition is recognised as goodwill. The goodwill is included within the carrying amount of the investment and is assessed for impairment as part of that investment. Any excess of the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition, after reassessment, is recognised immediately in profit or loss. When a Group entity transacts with an associate of the Group, profits and losses are eliminated to the extent of the Group’s interest in the relevant associate. Losses may provide evidence of an impairment of the asset transferred in which case appropriate provision is made for the impairment.
2.10 Foreign currency translation Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). For the purpose of the Consolidated Financial Statements, the results and financial position of each Group company are expressed in US dollars, which is the Group’s presentation currency. The functional currency of the Company is the US dollar. The rates of exchange used to translate balances from other currencies into US dollars were as follows (currency per US dollar):
Average year Average year As at ended As at ended 31 December 31 December 31 December 31 December 2010 2010 2009 2009 GB Pounds Sterling (GBP : US$) 0.64 0.65 0.63 0.63 Russian Rouble (RUR : US$) 30.48 30.36 30.24 31.99
In preparing the financial statements of the individual companies, transactions in currencies other than the entity’s functional currency (foreign currencies) are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. For the purpose of presenting Consolidated Financial Statements, the assets and liabilities of the Group’s foreign operations which have a functional currency other than US dollars are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the year, unless exchange rates fluctuate significantly during that year, in which case the exchange rates at the date of transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and expenses and accumulated in equity, with share attributed to non-controlling interests as appropriate. On the disposal of a foreign operation, all of the accumulated exchange differences in respect of that operation attributable to the shareholders of the Company are reclassified to profit or loss. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation. Petropavlovsk Financial Statements 2010 Governance Overview Financial Statements
2.11 Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of a subsidiary, associate or joint venture at the date of acquisition. Goodwill on acquisition of a subsidiary is included in non-current assets as a separate line item. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill on acquisition of an associate or a joint venture is included in the carrying amount of investment and is tested for impairment as part of the overall balance. Goodwill is allocated to those cash-generating units or groups of cash-generating units that are expected to benefit from the synergies of the business combination in which the goodwill arose. The excess of the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities acquired over cost is recognised immediately in the income statement.
2.12 Intangible assets 46/47 46/47 Exploration and evaluation expenditure and mineral rights acquired Exploration and evaluation expenditure incurred in relation to those projects where such expenditure is considered likely to be recoverable through future extraction activity or sale, or where the exploration activities have not reached a stage which permits a reasonable assessment of the existence of reserves, are capitalised and recorded on the balance sheet within intangible assets for mining projects at the exploration stage. Exploration and evaluation expenditure comprise costs directly attributable to: ``researching and analysing existing exploration data; ``conducting geological studies, exploratory drilling and sampling; ``examining and testing extraction and treatment methods; ``compiling pre-feasibility and feasibility studies; and ``costs incurred in acquiring mineral rights, the entry premiums paid to gain access to areas of interest and amounts payable to third parties to acquire interests in existing projects. Mineral rights acquired through a business combination or an asset acquisition are capitalised separately from goodwill if the asset is separable or arises from contractual or legal rights and the fair value can be measured reliably on initial recognition. Exploration and evaluation expenditure capitalised and mining rights acquired are subsequently valued at cost less impairment. In circumstances where a project is abandoned, the cumulative capitalised costs related to the project are written-off in the period when such decision is made. Exploration and evaluation expenditure capitalised and mining rights within intangible assets are not depreciated. These assets are transferred to mine development costs within property, plant and equipment when a decision is taken to proceed with the development of the project. Petropavlovsk Financial Statements 2010
Notes to the Consolidated Financial Statements continued For the year ended 31 December 2010
2 Significant accounting policies continued
2.13 Property, plant and equipment Land and buildings, plant and equipment On initial recognition, land, property, plant and equipment are valued at cost, being the purchase price and the directly attributable cost of acquisition or construction required to bring the asset to the location and condition necessary for the asset to be capable of operating in the manner intended by the Group. Assets in the course of construction are capitalised in the capital construction in progress account. On completion, the cost of construction is transferred to the appropriate category of property, plant and equipment.
Development expenditure Development expenditure incurred by or on behalf of the Group is accumulated separately for each area of interest in which economically recoverable resources have been identified. Such expenditure includes costs directly attributable to the construction of a mine and the related infrastructure. Once a development decision has been taken, the carrying amount of the exploration and evaluation expenditure in respect of the area of interest is aggregated with the development expenditure and classified under non-current assets as “mine development costs”. Mine development costs are reclassified as “mining assets” at the end of the commissioning phase, when the mine is capable of operating in the manner intended by management. No depreciation is recognised in respect of mine development costs until they are reclassified as mining assets. Mine development costs are tested for impairment in accordance with the policy in note 2.14. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.
Depreciation Property, plant and equipment are depreciated using a “units of production” method or on a straight-line basis as set out below. Mining assets, except for those related to alluvial gold operations, where economic benefits from the asset are consumed in a pattern which is linked to the production level, are depreciated using a “units of production” method based on the volume of ore reserves, which results in a depreciation charge proportional to the depletion of reserves. The basis for determining ore reserve estimates is set out in note 3.1. Where the mining plan anticipates future capital expenditure to support the mining activity over the life of the mine, the depreciable amount is adjusted for such estimated future expenditure. Certain property, plant and equipment within mining assets are depreciated based on estimated useful lives, if shorter than the remaining life of the mine or if such property, plant and equipment can be moved to another site subsequent to the mine closure. Mining assets related to alluvial gold operations are depreciated based on estimated useful lives. Non-mining assets are depreciated on a straight-line basis based on estimated useful lives. Mine development costs and capital construction in progress are not depreciated, except for that property plant and equipment used in the development of a mine. Such property, plant and equipment are depreciated on a straight-line basis based on estimated useful lives and depreciation is capitalised as part of mine development costs. Estimated useful lives normally vary as set out below. Average life Number of years Buildings 15-50 Plant and machinery 3-20 Vehicles 5-7 Office equipment 5-10 Computer equipment 3-5
Residual values and useful lives are reviewed and adjusted if appropriate, at each balance sheet date. Changes to the estimated residual values or useful lives are accounted for prospectively. Petropavlovsk Financial Statements 2010 Governance Overview Financial Statements
2.14 Impairment of non-financial assets Property, plant and equipment and finite life intangible assets are reviewed by management for impairment if there is any indication that the carrying amount may not be recoverable. This applies to the Group’s share of the assets held by the joint ventures as well as the assets held by the Group itself. When a review for impairment is conducted, the recoverable amount is assessed by reference to the higher of “value in use” (being the net present value of expected future cash flows of the relevant cash generating unit) or “fair value less costs to sell”. Where there is no binding sale agreement or active market, fair value less costs to sell is based on the best information available to reflect the amount the Group could receive for the cash generating unit in an arm’s length transaction. Future cash flows are based on: ``estimates of the quantities of the reserves and mineral resources for which there is a high degree of confidence of economic extraction; ``future production levels; `` future commodity prices (assuming the current market prices will revert to the Group’s assessment of the long-term average price, generally over a period of up to five years); and
``future cash costs of production, capital expenditure, environment protection, rehabilitation and closure. 48/49 IAS 36 “Impairment of assets” includes a number of restrictions on the future cash flows that can be recognised in respect of future restructurings and improvement related capital expenditure. When calculating “value in use”, it also requires that calculations should be based on exchange rates current at the time of the assessment. For operations with a functional currency other than the US dollar, the impairment review is undertaken in the relevant functional currency. These estimates are based on detailed mine plans and operating budgets, modified as appropriate to meet the requirements of IAS 36 “Impairment of assets”. The discount rate applied is based upon pre-tax discount rate that reflects current market assessments of the time value of money and the risks associated with the relevant cash flows, to the extent that such risks are not reflected in the forecast cash flows. If the carrying amount of the asset exceeds its recoverable amount, the asset is impaired and an impairment loss is charged to the income statement so as to reduce the carrying amount in the balance sheet to its recoverable amount. A previously recognised impairment loss is reversed if the recoverable amount increases as a result of a reversal of the conditions that originally resulted in the impairment. This reversal is recognised in the income statement and is limited to the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised in prior years.
2.15 Deferred stripping costs In open pit mining operations, removal of overburden and other waste materials, referred to as stripping, is required to obtain access to the ore body. Stripping costs incurred during the development of the mine are capitalised as part of mine development costs and are subsequently depreciated over the life of a mine on a “units of production” basis. Stripping costs incurred during the production phase of a mine are deferred where this is the most appropriate basis for matching the costs against the related economic benefits, using one of the following methods depending on the mining pattern: ``deferred as part of cost of inventory and are written-off to the income statement in the period over which economic benefits related to the stripping activity are realised; and ``deferred based on the ratio obtained by dividing the tonnage (or volume, where applicable) of waste mined by the quantity of ore mined (“stripping ratio”). Stripping costs incurred in the period are deferred to the extent that the current period stripping ratio exceeds the life-of-mine ratio for the particular mine. Such stripping costs are included in ‘mining assets’ within property, plant and equipment and are amortised in subsequent periods to the extent that the current period stripping ratio falls below the life-of-mine ratio. The life-of-mine ratio is based on the mineable reserves of the mine. Where, during the production phase, further development of the mine requires a phase of unusually high overburden removal activity that is similar in nature to pre-production mine development, such stripping costs are considered in a manner consistent with stripping costs incurred during the development of the mine before the commercial production commences. Petropavlovsk Financial Statements 2010
Notes to the Consolidated Financial Statements continued For the year ended 31 December 2010
2 Significant accounting policies continued
2.16 Provisions for close down and restoration costs Close down and restoration costs include the dismantling and demolition of infrastructure and the removal of residual materials and remediation of disturbed areas. Close down and restoration costs are provided for in the accounting period when the legal or constructive obligation arising from the related disturbance occurs, whether this occurs during the mine development or during the production phase, based on the net present value of estimated future costs. Provisions for close down and restoration costs do not include any additional obligations which are expected to arise from future disturbance. The costs are estimated on the basis of a closure plan. The cost estimates are calculated annually during the life of the operation to reflect known developments and are subject to formal review at regular intervals. The amortisation or unwinding of the discount applied in establishing the net present value of provisions is charged to the income statement in each accounting period. The amortisation of the discount is shown as a financing cost, rather than as an operating cost. Other movements in the provisions for close down and restoration costs, including those resulting from new disturbance, updated cost estimates, changes to the lives of operations and revisions to discount rates are capitalised within property, plant and equipment. These costs are then depreciated over the lives of the assets to which they relate. Where rehabilitation is conducted systematically over the life of the operation, rather than at the time of closure, provision is made for the outstanding continuous rehabilitation work at each balance sheet date. All other costs of continuous rehabilitation are charged to the income statement as incurred.
2.17 Financial instruments Financial instruments recognised in the balance sheet include cash and cash equivalents, other investments, trade and other receivables, borrowings, derivatives, and trade and other payables. Financial instruments are initially measured at fair value when the Group becomes a party to their contractual arrangements. Transaction costs are included in the initial measurement of financial instruments, except financial instruments classified as at fair value through profit or loss. The subsequent measurement of financial instruments is dealt with below. Financial assets Financial assets are classified into the following specified categories: “financial assets at fair value through profit or loss”, “held-to-maturity investments”, “available-for-sale financial assets” and “loans and receivables”. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. Financial assets are recognised at trade-date, the date on which the Group commits to purchase the asset. The Group does not hold any financial assets which meet the definition of “held-to-maturity investments”. Financial assets at fair value through profit or loss This category has two sub-categories: financial assets held for trading, and those designated at fair value through profit or loss at inception. A financial asset is classified in this category if acquired principally for the purpose of selling in the short-term or if so designated by management. Derivatives are also categorised as held for trading unless they are designated as hedges. Assets in this category are classified as current if they are either held for trading or are expected to be realised within 12 months of the balance sheet date. Available-for-sale financial assets Available-for-sale financial assets are non-derivative financial assets that are either designated in this category or not classified in any of the other categories. They are included within non-current assets unless management intends to dispose of them within 12 months of the balance sheet date. Available-for-sale financial assets are initially measured at cost and subsequently carried at fair value. Changes to the fair value of available- for-sale financial assets are recognised in equity. When available-for-sale financial assets are sold or impaired, the accumulated fair value adjustments recognised in equity are included in the income statement as “gains and losses from investment securities”. Loans and receivables Loans and receivables that have fixed or determinable payments are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less accumulated impairment. Interest income is recognised by applying the effective interest rate, except for short term receivables when the recognition of interest would be immaterial. Effective interest method The effective interest rate method is a method of calculating the amortised cost of a financial asset and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset, or where appropriate, a shorter period. Petropavlovsk Financial Statements 2010 Governance Overview Financial Statements
Cash and cash equivalents Cash and cash equivalents are defined as cash on hand, demand deposits and short-term, highly liquid investments readily convertible to known amounts of cash and subject to insignificant risk of changes in value and are measured at cost which is deemed to be fair value as they have a short-term maturity. Trade receivables Trade receivables are measured on initial recognition at fair value and are subsequently measured at amortised cost using the effective interest rate method. Impairment of trade receivables is established when there is objective evidence as a result of a loss event that the Group will not be able to collect all amounts due according to the original terms of the receivables. The amount of the impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The impairment is recognised in the income statement. Other investments Listed investments and unlisted equity investments, other than investments in subsidiaries, joint ventures and associates, are classified as
available-for-sale financial assets and subsequently measured at fair value. Fair values for unlisted equity investments are estimated using methods 50/51 reflecting the economic circumstances of the investee. Equity investments for which fair value cannot be measured reliably are recognised at cost less impairment. Changes in fair value are recognised in equity in the period in which they arise. These amounts are removed from equity and reported in income when the asset is derecognised or when there is evidence that the asset is impaired. Financial liabilities Financial liabilities, other than derivatives, are subsequently measured at amortised cost, using the effective interest rate method. Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method. The fair value of the liability portion of a convertible bond is determined using a market interest rate for an equivalent non-convertible bond. This amount is recorded as a liability on an amortised cost basis until extinguished on conversion or maturity of the bonds. The remainder of the proceeds is allocated to the conversion option. This is recognised and included in shareholders’ equity, net of income tax effects. The exchangeable bonds, after separation of the embedded options, are recognised at fair value which is determined as the net proceeds received from the issuance of the bonds less transaction costs and premiums received or paid for the embedded options. The bonds are subsequently measured on an amortised cost basis, using the effective interest rate valuation method until redemption or maturity of the bonds. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date. Derivative financial instruments In accordance with IAS 39 the fair value of all derivatives are separately recorded on the balance sheet. Derivatives embedded in other financial instruments or non-financial host contracts are treated as separate derivatives when their risks and characteristics are not closely related to their host-contract and the host contract is not carried at fair value. Embedded derivatives are recognised at fair value at inception. Any change to the fair value of the embedded derivatives is recognised in operating profit within the income statement. Embedded derivatives which are settled net are disclosed in line with the maturity of their host contracts. The fair value of embedded derivatives is determined by using market prices where available. In other cases, fair value will be calculated using quotations from independent financial institutions, or by using appropriate valuation techniques. Trade payables Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued are recorded at the proceeds received, net of direct issue cost. The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of equity securities classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is considered in determining whether the securities are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss – is removed from equity and recognised in the income statement. Impairment losses recognised in the income statement on equity instruments are not reversed. Petropavlovsk Financial Statements 2010
Notes to the Consolidated Financial Statements continued For the year ended 31 December 2010
2 Significant accounting policies continued
2.18 Provisions Provisions are recognised when the Group has a present obligation, whether legal or constructive, as a result of a past event for which it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the obligation at the balance sheet date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability.
2.19 Inventories Inventories are valued at the lower of cost and net realisable value after appropriate allowances for redundant and slow-moving items. Net realisable value represents estimated selling price in the ordinary course of business less any further costs expected to be incurred to completion. Cost is determined on the following bases: ``gold in process is valued at the average total production cost at the relevant stage of production; ``gold on hand is valued on an average total production cost method; ``ore stockpiles are valued at the average moving cost of mining and stockpiling the ore. Stockpiles are allocated as a non-current asset where the stockpile exceeds current processing capacity; ``consumable stores are valued at average cost; and ``heap leach pad materials are measured on an average total production cost basis. The cost of materials on the leach pad from which gold is expected to be recovered in a period greater than 12 months is classified as a non-current asset. A portion of the related depreciation, depletion and amortisation charge relating to production is included in the cost of inventory. As described in note 2.15, deferred stripping costs are included in inventories where appropriate.
2.20 Leases Leases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease’s inception at the lower of the fair value of the leased property and the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in other long-term payables. The interest element of the finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Leases where the lessor retains substantially all the risks and rewards of ownership are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.
2.21 Revenue recognition Revenue is recognised at the fair value of the consideration received or receivable to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue derived from goods and services comprises the fair value of the sale of goods and services to third parties, net of value added tax, rebates and discounts. The following criteria must also be present: ``the sale of mining products is recognised when the significant risks and rewards of ownership of the products are transferred to the buyer; ``revenue derived from services is recognised in the accounting period in which the services are rendered; ``revenue from bulk sample sales made during the exploration or development phases of operations is recognised as a sale in the income statement; ``dividends are recognised when the right to receive payment is established; and ``interest is recognised on a time proportion basis, taking account of the principal outstanding and the effective rate over the period to maturity, when it is determined that such income will accrue to the Group. Petropavlovsk Financial Statements 2010 Governance Overview Financial Statements
2.22 Borrowing costs Borrowing costs are generally expensed as incurred except where they relate to the financing of acquisition, construction or development of qualifying assets, which are mining projects under development that necessarily take a substantial period of time to get prepared for their intended use. Such borrowing costs are capitalised and added to mine development costs of the mining project when the decision is made to proceed with the development of the project and until such time when the project is substantially ready for its intended use, which is when commercial production is ready to commence. To the extent that funds are borrowed to finance a specific mining project, borrowing costs capitalised represent the actual borrowing costs incurred. To the extent that funds are borrowed for the general purpose, borrowing costs capitalised are determined by applying the interest rate applicable to appropriate borrowings outstanding during the period to the average amount of capital expenditure incurred to develop the relevant mining project during the period.
2.23 Taxation Tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates 52/53 to items recognised in statement of recognised income and expenses or directly in equity. In this case, the tax is also recognised in statement of recognised income and expenses or directly in equity, respectively. Current tax is the tax expected to be payable on the taxable income for the year calculated using rates that have been enacted or substantively enacted by the balance sheet date. It includes adjustments for tax expected to be payable or recoverable in respect of previous periods. Full provision is made for deferred taxation on all temporary differences existing at the balance sheet date with certain limited exceptions. Temporary differences are the difference between the carrying value of an asset or liability and its tax base. The main exceptions to this principle are as follows: ``tax payable on the future remittance of the past earnings of subsidiaries, associates and jointly controlled entities is provided for except where the Company is able to control the remittance of profits and it is probable that there will be no remittance in the foreseeable future; ``deferred tax is not provided on the initial recognition of goodwill or from the initial recognition of an asset or liability in a transaction that does not affect accounting profit or taxable profit and is not a business combination, such as on the recognition of a provision for close down and restoration costs and the related asset or on the inception of finance lease; and ``deferred tax assets are recognised only to the extent that it is more likely than not that they will be recovered. Deferred tax is provided in respect of fair value adjustments on acquisitions. These adjustments may relate to assets such as mining rights that, in general, are not eligible for income tax allowances. In such cases, the provision for deferred tax is based on the difference between the carrying value of the asset and its nil income tax base. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised using tax rates that have been enacted, or substantively enacted. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt within equity. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set-off current tax assets against current tax liabilities, when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.
2.24 Share-based payments The Group has a number of equity-settled share-based payment arrangements in place, details of which are set out in note 32. Equity-settled share-based payment awards are measured at fair value at the grant date. The fair values determined at the grant date are recognised as an expense on a straight-line basis over the expected vesting period with a corresponding adjustment to the share-based payments reserve within the equity. The fair values of equity-settled share-based payment awards are determined at the dates of grant using a Black Scholes model for those awards vesting based on operating performance conditions and Monte Carlo model for those awards vesting based on market-related performance conditions. The estimate of the number of the awards likely to vest is reviewed at each balance sheet date up to the vesting date, at which point the estimate is adjusted to reflect the actual awards issued. The impact of the revision of the original estimates, if any, is recognised in income statement so that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the share-based payments reserve within the equity. Petropavlovsk Financial Statements 2010
Notes to the Consolidated Financial Statements continued For the year ended 31 December 2010
2 Significant accounting policies continued
2.25 Employee Benefit Trust Certain Ordinary Shares underlying the share-based payment awards granted are held by the Employee Benefit Trust. Details of employee benefit trust arrangements are set out in note 32. The carrying value of shares held by the employee benefit trust are recorded as treasury shares, shown as a deduction to shareholders’ equity.
3 Judgements in applying accounting policies and key sources of estimation uncertainty When preparing the Consolidated Financial Statements in accordance with the accounting policies as set out in note 2, management necessarily makes judgements and estimates that can have a significant impact on the financial statements. These judgements and estimates are based on management’s best knowledge of the relevant facts and circumstances and previous experience. Actual results may differ from these estimates under different assumptions and conditions. Areas of judgement that have the most significant effect on the amounts recognised in the financial statements are set out below.
3.1 Ore reserve estimates The Group estimates its ore reserves and mineral resources based on the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves of December 2004 (the JORC Code). The JORC Code requires the use of reasonable investment assumptions when reporting reserves, including future production estimates, expected future commodity prices and production cash costs. Ore reserve estimates are used in the calculation of depreciation of mining assets “using a units of production” method, impairment charges and for forecasting the timing of the payment of close down and restoration costs. Also, for the purpose of impairment review and the assessment of life of mine for forecasting the timing of the payment of close down and restoration costs, the Group may take into account mineral resources in addition to ore reserves where there is a high degree of confidence that such resources will be extracted. Ore reserve estimates may change from period to period as additional geological data becomes available during the course of operations or economic assumptions used to estimate reserves change. Such changes in estimated reserves may affect the Group’s financial results and financial position in a number of ways, including the following: ``asset carrying values due to changes in estimated future cash flows; ``depreciation charged in the income statement where such charges are determined by using a units of production method or where the useful economic lives of assets are determined with reference to the life of the mine; ``provisions for close down and restoration costs where changes in estimated reserves affect expectations about the timing of the payment of such costs; and ``carrying value of deferred tax assets and liabilities where changes in estimated reserves affect the carrying value of the relevant assets and liabilities.
3.2 Exploration and evaluation costs The Group’s accounting policy for exploration and evaluation expenditure results in exploration and evaluation expenditure being capitalised for those projects where such expenditure is considered likely to be recoverable through future extraction activity or sale or where the exploration activities have not reached a stage which permits a reasonable assessment of the existence of reserves. This policy requires management to make certain estimates and assumptions as to future events and circumstances, in particular whether the Group will proceed with development based on existence of reserves or whether an economically viable extraction operation can be established. Such estimates and assumptions may change from period to period as new information becomes available. If, subsequent to the exploration and evaluation expenditure being capitalised, a judgement is made that recovery of the expenditure is unlikely or the project is to be abandoned, the relevant capitalised amount will be written-off to the income statement. Petropavlovsk Financial Statements 2010 Governance Overview Financial Statements
3.3 Impairment The Group reviews at least annually the carrying values of its tangible and intangible assets and goodwill to determine whether there is any indication that those assets are impaired. The recoverable amount of an asset, or CGU, is measured as the higher of fair value less costs to sell and value in use. Management necessarily apply their judgement in allocating assets to CGUs as well as in making assumptions to be applied within the value in use calculation. The key assumptions which formed the basis of forecasting future cash flows and the value in use calculation as of 31 December 2010 are: ``the successful extraction and processing of the reserves in accordance with the available ore reserves and mineral resources and sale of the commodity produced; ``commodity prices, which are internal forecasts by management that are based on the forecasts of industry market researchers; ``costs, which are internal forecasts prepared by management, adjusted for future inflation rates in countries of operation; and
``discount rate to be applied to the future cash flows, being the pre-tax weighted average nominal cost of capital, calculated by management and 54/55 consistent with an assessment from an external advisor, being in the range between 13.3% and 15.9% for precious metals mining projects and 17.3% and 11.3% for non-precious metals mining projects, depending on the risk inherent to a particular project. Subsequent changes to CGU allocation or estimates and assumptions in the value in use calculation could impact the carrying value of the respective assets.
3.4 Close down and restoration costs Costs associated with restoration and rehabilitation of mining sites are typical for extractive industries and are normally incurred at the end of the life of the mine. Provision is recognised for each mining site for such costs discounted to their net present value, as soon as the obligation to incur such costs arises. The costs are estimated on the basis of the scope of site restoration and rehabilitation activity in accordance with the mine closure plan and represent management’s best estimate of the expenditure that will be incurred. Estimates are reviewed annually as new information becomes available. The initial provision for close down and restoration costs together with other movements in the provision, including those resulting from updated cost estimates, changes to the estimated lives of the mines, and revisions to discount rates are capitalised within “mine development costs” or “mining assets” of property, plant and equipment. Capitalised costs are depreciated over the life of the mine they relate to and the provision is increased each period via unwinding the discount on the provision. Changes to the estimated future costs are recognised in the balance sheet by adjusting both the asset and the provision. The actual costs may be different from those estimated due to changes in relevant laws and regulations, changes in prices as well as changes to the restoration techniques. The actual timing of cash outflows may be also different from those estimated due to changes in the life of the mine as a result of changes in ore reserves or processing levels. As a result, there could be significant adjustments to the provision for close down and restoration costs established which would affect future financial results.
3.5 Tax provisions and tax legislation The Group is subject to income tax in the UK, Russian Federation and Cyprus. Assessing the outcome of uncertain tax positions requires judgements to be made. The Group recognises liabilities for anticipated tax issues based on estimates of whether additional taxes will be due, such estimates are based on the status of ongoing discussions with the relevant tax authorities and advice from independent tax advisers.
3.6 Recognition of deferred tax assets Deferred tax assets, including those arising from tax losses carried forward for the future tax periods, capital losses and temporary differences, are recognised only where it is considered more likely than not that they will be recovered. The likelihood of such recoverability is dependent on the generation of sufficient future taxable profits which relevant deferred tax asset can be utilised to offset. Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. Judgements are also required about the application of income tax legislation. These judgements and assumptions are subject to risk and uncertainty and there is a possibility that changes in circumstances will alter expectations, which may impact the amount of deferred tax assets recognised on the balance sheet and the amount of other tax losses and temporary differences not yet recognised. In such circumstances, the carrying amount of recognised deferred tax assets may require adjustment, resulting in a corresponding charge or credit to the income statement. Petropavlovsk Financial Statements 2010
Notes to the Consolidated Financial Statements continued For the year ended 31 December 2010
4 Segmental information Business segments The Group has three reportable segments under IFRS 8 which reflect the way the Group’s businesses are managed and reported: ``Precious metals segment, comprising gold operations at different stages, from field exploration through to mine development and gold production. The precious metals segment includes the Group’s principal mines (Pokrovskiy, Pioneer and Malomir), the Group’s alluvial operations and the Group’s operations under gold joint venture arrangements as well as various gold projects at the exploration and development stages. ``IRC segment, comprising IRC Limited and its subsidiaries (note 31). ``The Other segment, comprising the in-house geological exploration expertise performed by the Group’s exploration companies Regis and Dalgeologiya, the in-house construction and engineering expertise performed by the Group’s specialist construction company Kapstroi and the engineering and scientific operations represented by PHM Engineering and Irgiredmet as well as procurement of materials such as reagents and consumables and equipment for third parties undertaken by Irgiredmet. The Group has changed the composition of its reportable segments in 2010, following the changes in management of the Group’s businesses as a result of listing of the Group’s Non-Precious Metals Division, IRC Limited (“IRC”), on the Main Board of The Stock Exchange of Hong Kong Limited (note 31). The key changes in the basis of segmentation from the financial statements for the year ended 31 December 2009 are set out below: ``In-house geological exploration expertise and the in-house construction and engineering expertise reported within the “Exploration” and the “Construction and Engineering” segments have been aggregated within the “Other” segment. ``The “Non-precious metals” segment has been renamed to “IRC” segment. ``The Group’s interest in joint venture arrangements for the design and development of a titanium sponge production plant in China, the Group’s interest in joint venture arrangements for production of vanadium pentoxides and related products in China as well as various infrastructure projects within the Non-Precious Metals Division have been moved from the “Other” segment into the “IRC” segment. ``In-house engineering expertise related to Giproruda reported within the “Construction and Engineering” segment has been moved into the “IRC” segment. The comparative information for the year ended 31 December 2009 has been restated to conform to the current period presentation resulting in the following reallocations: ``Segmental losses of US$ 5.5 million in aggregate recorded within the Exploration, Construction and Engineering and Other segments were re-allocated to the IRC segment in the amount of US$0.3 million and to Other segment in the amount of US$5.2 million; and ``Segmental assets and liabilities of US$90.0 million and US$14.3 million in aggregate, respectively, recorded within the Exploration, Construction and Engineering and Other segments were re-allocated to the IRC segment in the amounts of US$60.6 million and US$3.4 million, respectively, and to Other segment in the amounts of US$29.4 million and US$10.9 million, respectively. Petropavlovsk Financial Statements 2010 Governance Overview Financial Statements
Segment information
Precious metals IRC Other Consolidated 2010 US$’000 US$’000 US$’000 US$’000 Revenue Gold 557,853 – – 557,853 Silver 3,853 – – 3,853 Iron ore concentrate – 12,594 – 12,594 Other external sales – 13,198 24,518 37,716 Total Group revenue from external customers 561,706 25,792 24,518 612,016
Inter-segment sales 6,146 – 231,083 237,229
Net operating expenses (315,042) (74,540) (39,755) (429,337) 56/57 including Depreciation and amortisation (60,247) (4,915) (8,290) (73,452) Impairment (8,868) (35,973) – (44,841) Share of results in joint ventures (3,033) (135) – (3,168) Segment result 243,631 (48,883) (15,237) 179,511 Before exceptional items 214,749 (13,939) (15,237) 185,573 Exceptional items 28,882(a) (34,944)(b) – (6,062) Central administration(c) (73,471) Foreign exchange losses (3,165) Operating profit 102,875 Investment income 6,525 Interest expense (32,172) Other finance (losses)/ gains (8,029) Taxation (46,228) Profitfor the period 22,971
Segment Assets 1,365,221 856,146 208,093 2,429,460 Segment Liabilities (58,893) (55,807) (48,857) (163,557) Goodwill(d) 21,675 Deferred tax – net (126,768) Derivative financial instruments – net 2,381 Unallocated cash 17,506 Loans given 10,369 Borrowings (492,118) Net Assets 1,698,948
Other segment information Additions to non-current assets: Exploration and evaluation expenditure capitalised within intangible assets 60,095 3,323 337 63,755 Other additions to intangible assets 2,271 – – 2,271 Capital expenditure 298,965 115,987 17,809 432,761 Other items capitalised 8,055 92 – 8,1471
Average number of employees 6,054 1,561 4,174 11,789
(a) See note 29. (b) See note 6. (c) Including central administration expenses of IRC Limited of US$25.9 million out of which US$9.4 million is an exceptional item, being costs incurred in relation to the listing of IRC Limited on the Stock Exchange of Hong Kong Limited. (d) In making the assessment for impairment, goodwill is allocated to the group of cash generating units likely to benefit from acquisition-related synergies (note 13). Petropavlovsk Financial Statements 2010
Notes to the Consolidated Financial Statements continued For the year ended 31 December 2010
4 Segmental information continued
Precious 2009 metals IRC Other Consolidated (restated) US$’000 US$’000 US$’000 US$’000 Revenue Gold 426,956 – – 426,956 Silver 2,856 – – 2,856 Other external sales 802 6,571 35,146 42,519 Total Group revenue from external customers 430,614 6,571 35,146 472,331
Inter-segment sales 274 – 142,567 142,841
Net operating expenses (181,461) (13,618) (46,143) (241,222) including Depreciation and amortisation (32,156) (1,552) (6,814) (40,522) Impairment (4,243) – – (4,243) Share of results in joint ventures 2,470 253 – 2,723 Segment result 251,623 (6,794) (10,997) 233,832 Before exceptional items 251,623 (6,794) (10,997) 233,832 Exceptional items – – – – Central administration(a) (54,063) Foreign exchange losses (5,905) Operating profit 173,864 Investment income 7,661 Interest expense (7,140) Other finance(losses)/ gains 23,000 Taxation (52,601) Profitfor the period 144,784
Segment Assets 808,101 493,096 152,586 1,453,783 Segment Liabilities (31,717) (13,184) (34,334) (79,235) Goodwill(b) 21,675 Deferred tax – net (88,260) Derivative financial instruments – net 96 Unallocated cash 56,677 Loans given 30,574 Borrowings (95,546) Net Assets 1,299,764
Other segment information Additions to non-current assets: Exploration and evaluation expenditure capitalised within intangible assets 11,694 36 767 12,497 Other additions to intangible assets 56 107 – 163 Capital expenditure 180,662 61,756 8,025 250,443 Other items capitalised 17,063 – – 17,063
Average number of employees 3,510 754 3,502 7,766
(a) Including US$6.8 million, central administration expenses attributed to IRC, and an exceptional item of US$4.5 million, being costs incurred in relation to the admission of Petropavlovsk PLC to the main board of London Stock Exchange. (b) In making the assessment for impairment, goodwill is allocated to the group of cash generating units likely to benefit from acquisition-related synergies (note 13). Petropavlovsk Financial Statements 2010 Governance Overview Financial Statements
Entity wide disclosures
Revenue by geographical location(a)
2010 2009 US$’000 US$’000 Russia and CIS 578,152 433,126 UK – 39,205 China 12,608 – Other 21,256 – 612,016 472,331
(a) Based on the location to which the product is shipped or in which the services are provided.
Non-current assets by location of asset(b) 58/59
2010 2009 US$’000 US$’000 Russia 1,693,551 1,200,090 China 10,411 31,619 Other 340 – 1,704,302 1,231,709
(b) Excluding financial instruments and deferred tax assets.
Information about major customers During the years ended 31 December 2010 and 2009, the Group generated revenues from the sales of gold to a number of financial institutions, namely, to Russian banks for Russia domestic sales of gold and to foreign banks for sales of gold outside of Russia. Included in gold sales revenue for the year ended 31 December 2010 are revenues of US$511 million which arose from sales of gold to banks that individually accounted for more than 10% of the Group’s revenue, namely US$287 million to Sberbank of Russia and US$224 million to the Bank of Moscow (2009: US$356 million revenues from sales of gold to three banks that individually accounted for more than 10% of the Group’s revenue, namely US$116 million to Sberbank of Russia, US$125 million to Bank of Moscow and US$115 million to Standard Bank). The proportion of Group revenue of each bank may vary from year to year depending on commercial terms agreed with each bank. Management consider there is no major customer concentration risk due to high liquidity inherent to gold as a commodity.
5 Revenue
2010 2009 US$’000 US$’000 Sales of goods 586,628 445,880 Rendering of services 22,866 24,263 Rental income 2,522 2,188 612,016 472,331 Investment income 6,525 7,661 618,541 479,992 Petropavlovsk Financial Statements 2010
Notes to the Consolidated Financial Statements continued For the year ended 31 December 2010
6 Operating expenses and income 2010 2009 Before Before exceptional Exceptional exceptional Exceptional items items Total items items Total US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 Net operating expenses (excluding items shown separately) 413,378 – 413,378 236,979 – 236,979 Impairment charges 9,897 34,944 44,841 4,243 – 4,243 Central administration expenses 64,116 9,355 73,471 49,569 4,494 54,063 Foreign exchange losses 3,165 – 3,165 5,905 – 5,905 Gain on re-measuring existing interest in Omchak on acquisition (note 29) – (28,882) (28,882) – – – 490,556 15,417 505,973 296,696 4,494 301,190
Net operating expenses (excluding items shown separately)
2010 2009 US$’000 US$’000 Staff costs 108,483 56,504 Fuel 34,875 15,944 Materials 84,526 43,131 Depreciation 73,452 40,523 Electricity 20,723 8,222 Royalties 33,886 24,353 Smelting and transportation costs 3,518 3,216 Shipping costs 5,096 – Professional fees 3,586 1,790 Other external services 45,776 8,825 Movement in work in progress and bullion in process attributable to gold production (46,827) (7,290) Insurance 4,329 2,454 Operating lease rentals 2,056 1,207 Allowance for bad debts 372 1,530 Bank charges 1,436 1,000 Office costs 1,992 855 Taxes other than income 8,056 3,540 Goods for resale 10,624 13,602 Other operating expenses 22,661 20,269 Business travel expenses 1,879 1,349 Other income (7,121) (4,045) 413,378 236,979 Petropavlovsk Financial Statements 2010 Governance Overview Financial Statements
Exceptional impairment charges In 2010, the Company was advised that its joint venture partner Aluminium Corporation of China Limited (“Chinalco”) has decided to withdraw from some of its non-core ventures and consequently no longer wishes to proceed with the Titanium Sponge Joint Venture. To date the Group has invested approximately US$20.8 million in the joint venture, and a further US$15.3 million on the titanium sponge processing technology, which was expected to be recharged to the joint venture. As a consequence the building of the plant was deferred and there is uncertainty as to the eventual outcome of the joint venture activities and the recoverability of the amounts invested. As a result, the directors concluded that the most appropriate course of action was to provide for the impairment against the invested amounts of US$34.9 million. This impairment was allocated to intangible assets (US$0.7 million), property, plant and equipment (US$14.6 million) and interests in joint ventures (US$19.6 million). The impairment took into account the recoverable value of the Group’s share of the joint venture of US$3.5 million which reflected the Group’s 65% share of the cash within the joint venture, net of its liabilities. Following discussions with Chinalco, the Group has entered into an agreement with Chinalco pursuant to which the Chinalco’s interest (“Chinalco Interest”) will be independently appraised and, subject to certain conditions including the receipt of the necessary approvals for the implementation of the transfer and for an extension for the period in which the outstanding capital has to be paid up and there being no material adverse change, the Group will bid for the Chinalco Interest at the appraised value if the
appraised value is at or below RMB76 million or such higher number as the Group may agree. The Group is considering how it would proceed 60/61 if it does acquire the Chinalco Interest. One route might be to continue with the project alone and another to proceed with a different joint venture partner. In the event that the Company is successful in acquiring Chinalco’s interest and proceeds with the project alone or with a different joint venture partner, it may be possible to reverse some or all of the impairment charge. In the event that the Company acquires the Chinalco’s stake but ultimately does not proceed with the project, a further impairment charge may be required.
All other impairment charges Following the decision to abandon exploration of the Gar-2, Shaman and Sungjar licence areas, associated exploration and evaluation costs of US$8.9 million previously capitalised within intangible assets were written off (2009: following the expiration of the licence to explore the flanks of Tokur deposit and decision to abandon exploration, associated exploration and evaluation costs of US$ 2.7 million previously capitalised within intangible assets were written off, and following the decision to abandon exploration of Yarshor-Laptoyeganskaya zone of the Yamal deposits, associated exploration and evaluation costs of US$1.5 million previously capitalised within intangible assets were written off). Due to uncertainty as to the eventual outcome of the Bolshoy Seym project being undertaken by the Group’s associate Uralmining, the Directors have concluded that it is most appropriate to provide for impairment against the amounts invested in the associate through loans advanced of US$1.0 million (2009: nil).
Central administration expenses 2010 2009 Before Before exceptional Exceptional exceptional Exceptional items items Total items items Total US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 Staff costs 38,986 – 38,986 32,038 – 32,038 Professional fees 6,677 9,355(a) 16,032 4,269 4,402 (b) 8,671 Insurance 1,142 – 1,142 721 – 721 Operating lease rentals 3,641 – 3,641 2,700 – 2,700 Business travel expenses 5,266 – 5,266 3,983 – 3,983 Office cost 1,467 – 1,467 1,231 – 1,231 Other 6,937 – 6,937 4,627 92(b) 4,719 64,116 9,355 73,471 49,569 4,494 54,063
(a) Costs incurred in relation to the listing of IRC Limited on the Stock Exchange of Hong Kong Limited. (b) Costs incurred in relation to the admission of Petropavlovsk PLC to the main board of London Stock Exchange. Petropavlovsk Financial Statements 2010
Notes to the Consolidated Financial Statements continued For the year ended 31 December 2010
7 Auditors’ remuneration The Group, including its overseas subsidiaries, obtained the following services from the Company’s auditors and its associates:
2010 2009 US$’000 US$’000 Audit fees and related fees Fees payable to the Company’s auditor for the annual audit of the parent company and consolidated financial statements 395 363 Fees payable to the Company’s auditor and its associates for other services to the Group: For the audit of the Company’s subsidiaries as part of the audit of the consolidated financial statements 322 331 For the audit of subsidiary statutory accounts pursuant to legislation(a) 608 167 Other services pursuant to legislation – interim review 160 97 1,485 958 Non-audit fees Corporate finance services: Fees for reporting accountants services(b) 2,729 – Other corporate finance services 93 –(c) Tax services 197 10 Other services 115 72 3,134 82
(a) Including the statutory audit of subsidiaries in the UK and Cyprus as well as US$459 thousand payable for the audit of the consolidated financial statements of IRC Limited. (b) Fees payable in connection with the listing of the shares of IRC Limited on the Stock Exchange of Hong Kong Limited a significant component of which relates to the audit of historical financial information. (c) Prior to their appointment as auditors, fees of US$269 thousand were paid to Deloitte for transaction based corporate finance services that were provided as part of the Group’s admission to the main board of London Stock Exchange.
8 Staff costs
2010 2009 US$’000 US$’000 Wages and salaries 123,689 73,630 Social security costs 20,768 11,756 Pension costs 427 223 Share-based compensation 2,585 2,933 147,469 88,542
Average number of employees 11,789 7,766 Petropavlovsk Financial Statements 2010 Governance Overview Financial Statements
9 Financial income and expenses 2010 2009 Before Before exceptional Exceptional exceptional Exceptional items items Total items items(a) Total US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 Investment income Interest income 6,525 – 6,525 7,661 – 7,661 6,525 – 6,525 7,661 – 7,661
Interest expense Interest on bank and other loans (14,551) – (14,551) (6,142) – (6,142) Interest on exchangeable bonds – – – (6,048) – (6,048) Interest on convertible bonds (23,269) – (23,269) (9,317) – (9,317) 62/63 62/63 (37,820) – (37,820) (21,507) – (21,507) Interest capitalised 7,253 – 7,253 14,749 – 14,749 Unwinding of discount on environmental obligation (1,605) – (1,605) (382) – (382) (32,172) – (32,172) (7,140) – (7,140)
Other finance gains/ (losses) Finance costs incurred in relation to listing of IRC Limited on the Stock Exchange of Hong Kong Limited(a) – (10,314) (10,314) – – – Gain on redemption of exchangeable bonds(b) – – – – 23,716 23,716 Fair value gains/ (losses) on derivative financial instruments 2,285 – 2,285 (819) – (819) Other finance income – – – 103 – 103 2,285 (10,314) (8,029) (716) 23,716 23,000
(a) Being the agreed exit cost paid to facilitate the unwinding of the pre-IPO investment into IRC Limited in order to meet the requirements of the Stock Exchange of Hong Kong Limited placed on IRC Limited in connection with the listing. (b) During the year ended 31 December 2009, the Group purchased a total of $127 million nominal amount of its 7% exchangeable bonds at an average price of US$95.00 plus accrued interest, a total of US$51.9 million nominal amount at an average price of US$109.00 plus accrued interest and a total of US$1.1 million nominal amount at an average price of US$104.00 plus accrued interest. This resulted in an aggregate net gain of US$23.7 million recognised during the year ended 31 December 2009. Petropavlovsk Financial Statements 2010
Notes to the Consolidated Financial Statements continued For the year ended 31 December 2010
10 Taxation 2010 2009 Before Before exceptional Exceptional exceptional Exceptional items items Total items items(a) Total US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 Current tax UK current tax – – – (470) – (470) Russian current tax 23,429 – 23,429 39,627 – 39,627 23,429 – 23,429 39,157 – 39,157 Deferred tax Reversal and origination of timing differences 22,799 – 22,799 6,103 7,341 13,444 Total tax charge 46,228 – 46,228 45,260 7,341 52,601
(a) During the year ended 31 December 2010, exceptional items were tax neutral (year ended 31 December 2009: tax impact of exceptional items relates to the deferred tax charge on redemption of exchangeable bonds).
The charge for the year can be reconciled to the profit per the income statement as follows:
2010 2009 US$’000 US$’000 Profit before tax 69,199 197,385
Tax at the UK corporation tax rate of 28% 19,376 55,268 Effect of different tax rates of subsidiaries operating in other jurisdictions (6,623) (11,380) Tax effect of share of results of joint ventures 887 (763) Tax effect of expenses that are not deductible for tax purposes 26,934 9,106 Tax effect of tax losses for which no deferred income tax asset was recognised 18,622 7,395 Income not subject to tax (8,090) (3,731) Utilisation of previously unrecognised tax losses (4,415) (6,409) Other adjustments (1,562) 77 Foreign exchange movements in respect of deductible temporary differences 1,099 3,038 Tax expense for the period 46,228 52,601 Petropavlovsk Financial Statements 2010 Governance Overview Financial Statements
11 Earnings per share 2010 2009 US$’000 US$’000 Profit for the period attributable to equity holders of Petropavlovsk PLC 19,777 143,194 Before exceptional items 45,508 131,313 Exceptional items (25,731) 11,881 Interest expense on convertible bonds, net of tax –(a) 6,708 Profit used to determine diluted earnings per share 19,777 149,902 Before exceptional items 45,508 138,021 Exceptional items (25,731) 11,881
No of shares No of shares
Weighted average number of Ordinary Shares 183,815,830 146,701,446 64/65 Adjustments for dilutive potential Ordinary Shares (a) : – assumed conversion of convertible bonds –(a) 9,926,580 – share options in issue 23,966 42,049 Weighted average number of Ordinary Shares for diluted earnings per share 183,839,796 156,670,075
US$ US$ Basic earnings per share 0.11 0.98 Before exceptional items 0.25 0.90 Exceptional items (0.14) 0.08
Diluted earnings per share 0.11 0.96 Before exceptional items 0.25 0.88 Exceptional items (0.14) 0.08
(a) Convertible bonds due 2015 which could potentially dilute basic earnings per share in the future were not included in the calculation of diluted earnings per share because they were anti-dilutive.
As at 31 December 2009 and 2010, the Group had a potentially dilutive option issued to IFC to subscribe for 1,067,273 Ordinary Shares (note 25) which was anti-dilutive (2009: anti-dilutive) and therefore was not included in the calculation of diluted earnings per share. During the year ended 31 December 2010, the Group had 8,312,463 potentially dilutive warrants in issue until these were exercised during the period or otherwise lapsed unexercised on 9 June 2010 which were anti-dilutive and therefore were not included in the calculation of diluted earnings per share (note 25). As at 31 December 2009, the Group had 8,312,463 potentially dilutive warrants in issue which were anti-dilutive and therefore were not included in the calculation of diluted earnings per share. Petropavlovsk Financial Statements 2010
Notes to the Consolidated Financial Statements continued For the year ended 31 December 2010
12 Dividends 2010(a) 2009 US$’000 US$’000 Interim dividend for the year ended 31 December 2009 of £0.07 per share paid on 30 March 2010(b) 19,003 – Interim dividend for the year ended 31 December 2010 of £0.03 per share paid on 29 October 2010(b) 8,771 – 27,774 –
(a) Information on dividends proposed subsequent to 31 December 2010 is set out in note 38. (b) US dollar equivalent of dividend payment has been arrived at by translating sterling amounts paid into US dollars at the date of payment.
13 Goodwill 2010 2009 US$’000 US$’000 Cost At 1 January 22,161 22,161 At 31 December 22,161 22,161
Accumulated impairment losses At 1 January (486) (486) Impairment loss – – At 31 December (486) (486)
Carrying amount at 31 December 21,675 21,675
Goodwill primarily relates to the Group’s investment in Irgiredmet and PRP Stancii. Goodwill recognised on acquisition of Irgiredmet in the amount of US$16 million has been allocated to the group of cash generating units likely to benefit from acquisition-related synergies, which are those within the precious metals segment. Goodwill recognised on acquisition of PRP Stancii in the amount of US$5 million has been allocated to the group of cash generating units likely to benefit from acquisition-related synergies, which are those within the precious metals segment. The recoverable amount of cash generating units is determined based on value-in-use calculations as set out in note 3.3. Petropavlovsk Financial Statements 2010 Governance Overview Financial Statements
14 Intangible assets Verkhne- Yamal Flanks of Visokoe (a) Aleinskoye Tokur(b) deposits(c) Pokrovskiy Kostenginskoye Other (d) Total US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 At 1 January 2010 – – – 25,448 15,426 27,417 35,738 104,029 Additions 36,826 506 – 1,243 2,697 1,719 23,035 66,026 Assets acquired through business combinations (note 29) – 66,642 – – – – 6,280 72,922 Impairment (note 6) – – – – – – (9,585) (9,585) Transfer to mining assets – – – – – – (2,106) (2,106) Reallocation and other transfers – – 62,955 51,143 685 – 793 115,576 At 31 December 2010 36,826 67,148 62,955 77,834 18,808 29,136 54,155 346,862
(a) See note 30. 66/67 (b) Management is currently reassessing the expanded development plan for the Tokur licence area. Until such time as the feasibility study for the enlarged project is in place and a new development plan is approved by the Board, amounts capitalised in relation to the Tokur mining project have been re-allocated from property, plant and equipment to intangible assets. (c) Management is currently reassessing the development strategy for the Yamal deposits. Until such time as the updated development strategy is in place and approved by the Board, amounts capitalised in relation to the Yamal deposits have been re-allocated from property, plant and equipment to intangible assets. (d) Represent amounts capitalised in respect of a number of projects in the Amur and other regions.
Yamal Flanks of Malomir Albyn Tokur deposits Pokrovskiy Kostenginskoye Other (e) Total US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 At 1 January 2009 41,308 10,390 61,549 62,973 21,635 – 27,591 225,446 Additions – 1,040 24 4,545 176 36 6,839 12,660 Assets acquired through business combination with Aricom plc – – – – – 27,381 610 27,991 Assets acquired through other business combinations – – – – – – 845 845 Impairment – – (2,702)(f) (1,506) (g) – – (35) (4,243) Transfer to mine development costs (40,172) (11,430) (58,871) (40,564) – – – (151,037) Transfer to mining assets – – – – (7,521) – – (7,521) Reallocation and other transfers (1,136) – – – 1,136 – – – Disposal – – – – – – (112) (112) At 31 December 2009 – – – 25,448 15,426 27,417 35,738 104,029
(e) Represent amounts capitalised in respect of a number of projects in the Amur and other regions. (f) Following the expiration of the licence to explore the flanks of Tokur deposit and decision to abandon exploration, associated exploration and evaluation costs previously capitalised were written off. (g) Following the decision to abandon exploration of Yarshor-Laptoyeganskaya zone of the Yamal deposits, associated exploration and evaluation costs previously capitalised were written off.
Petropavlovsk Financial Statements 2010
Notes to the Consolidated Financial Statements continued For the year ended 31 December 2010
15 Property, plant and equipment Mine Non- Capital development Mining mining construction costs assets assets in progress Total US$’000 US$’000 US$’000 US$’000 US$’000 Cost At 1 January 2009 1,184 258,136 120,985 36,925 417,230 Additions(a) 102,981 45,186 10,857 91,419 250,443 Acquired through business combination with Aricom plc 303,431 – 29,318 10,346 343,095 Close down and restoration costs capitalised (note 24) 2,142 172 – – 2,314 Interest capitalised (note 9) 14,749 – – – 14,749 Transfers from intangible assets 151,037 7,521 – – 158,558 Transfers from capital construction in progress (3,416) 63,518 20,686 (80,788) – Reallocation 11,333 6,117 (10,653) (6,797) – Disposals (81) (444) (1,859) (1,768) (4,152) Exchange difference – – (176) – (176) At 31 December 2009 583,360 380,206 169,158 49,337 1,182,061 Additions(a) 240,378 68,137 14,773 109,473 432,761 Acquired through business combinations (note 29) 45 20,897 1,169 1,029 23,140 Interest capitalised (note 9) 1,860 5,393 – – 7,253 Close down and restoration cost capitalised (note 24) – 894 – – 894 Transfers from intangible assets – 2,106 – – 2,106 Transfers from capital construction in progress 255 63,509 12,152 (75,886) – Transfers from mine development(b) (336,235) 336,235 – – – Disposals (66) (1,429) (2,797) (76) (4,368) Reallocation and other transfers (44,259) (63,050) (7,238) (3,082) (117,629) Exchange difference – – (363) – (363) At 31 December 2010 445,308 812,898 186,854 80,795 1,525,855
Accumulated depreciation and impairment At 1 January 2009 – 54,453 20,516 – 74,969 Charge for the year 935 27,324 14,543 – 42,802 Disposals (4) (324) (927) – (1,255) Reallocation 585 210 (795) – – Exchange difference – – 55 – 55 At 31 December 2009 1,516 81,663 33,392 – 116,571 Charge for the year 4,780 57,458 15,322 – 77,560 Disposals (66) (1,019) (1,833) – (2,918) Reallocation and other transfers (3,741) 3,738 (224) – (227) Impairment (note 6) – – – 14,572 14,572 Exchange difference – – (36) – (36) At 31 December 2010 2,489 141,840 46,621 14,572 205,522
Net book value At 31 December 2010(c) 442,819 671,058 140,233 66,223 1,320,333 At 31 December 2009 581,844 298,543 135,766 49,337 1,065,490
(a) Additions to Mine development costs include deferred stripping costs of US$8.8 million (2009: US$6 million), related to the Kuranakh iron ore deposit. (b) Following commencement of commercial production at Malomir, associated mine development costs were transferred to the mining assets. (c) Property, plant and equipment with a net book value of US$75.2 million (2009: US$75.6 million) have been pledged to secure borrowings of the Group. The Group was not permitted to pledge these assets as security for other borrowings or sell them to another entity. Petropavlovsk Financial Statements 2010 Governance Overview Financial Statements
16 Interests in joint ventures
The Group has various interests in jointly controlled entities as set out in note 40. These interests are accounted for in accordance with accounting policies set out in note 2.8. 2010 2009 US$’000 US$’000 At 1 January 31,886 7,427 Acquisition of a subsidiary (note 29) (8,663) – Acquired as part of business combination with Aricom plc(a) – 20,077 Acquired on incorporation(b) – 2,021 Contribution to share capital(b) 4,731 – Transfers from property, plant and equipment 1,826 – Transfers from non-current trade and other receivables 355 – Impairment (note 6) (19,655) – 68/69 Share of joint ventures’ (loss)/ profit (3,168) 2,723 Unrealised loss/ (gain) 249 (350) Foreign currency exchange differences 885 (12) At 31 December 8,446 31,886
(a) In accordance with the terms of the joint venture agreement between the Group and Aluminium Corporation of China Limited (“Chinalco”) signed and approved by the Chinese Ministry of Commerce on 12 August 2008 to establish a Chinese titanium sponge processing joint venture project (the “Jiatai Titanium project”), Heilongjiang Jiatai Titanium Co. Limited (“Jiatai Titanium”), was incorporated in the PRC. The Group holds 65% of Jiatai Titanium and 35% is held by Chinalco with the parties exercising joint control and contributing RMB474.5 million (equivalent to US$69.5 million) and RMB255.5 million (equivalent to US$37.0 million) respectively. Contributions to the registered capital to reflect these respective interests were to be made in tranches. The first tranche of US$20.8 million was paid by Aricom in September 2008. The remaining tranches to be contributed by the Group comprised a US dollar equivalent of US$48.7 million as at 31 December 2010. These amounts were due to be paid by 31 December 2009. The timing and payment of these contributions are uncertain. However, following discussions with Chinalco, the Group entered into an agreement with Chinalco on 25 August 2010 pursuant to which, and subject to certain conditions, one of which is the extension for the period in which the outstanding capital has to be paid up, the Group would bid, in the public listing and bidding process to be implemented in accordance with PRC laws, for Chinalco’s stake in Jiatai Titanium. The local authority has approved to further extend the due date for paying the registered capital to 3 September 2011. Further details are set out in note 6. (b) On 19 February 2009, the Group signed an agreement with Heilongjiang Jianlong Steel Company Limited and Kuranakii Investment Co. Limited to establish a Chinese Vanadium Production Joint Venture project (the “Vanadium Joint Venture”), Heilongjiang Jianlong Vanadium Industries Co. Limited, which was incorporated in the PRC. The Group holds 46% of the joint venture and the remaining 49% and 5% are held by Heilongjiang Jianlong Steel Company Limited and Kuranakii Investment Co. Limited respectively, with the parties exercising joint control. Contributions to the registered capital reflect these respective interests were made in tranches. The first tranche of a US dollar equivalent of US$2.0 million was paid by the Group in November 2009 and a further payment of US$4.7 million was made in 2010.
The summary of the financial information of the Group’s jointly controlled entities is set out below. 2010 2009 US$’000 US$’000 The Group’s share of joint ventures’ net assets Non-current assets 8,420 31,319 Current assets 12,707 23,271 Current liabilities (3,281) (11,778) Non-current liabilities (9,400) (8,589) Non-controlling interest – (2,337) 8,446 31,886 The Group’s share of joint ventures’ (loss)/ profit for the period Sales revenue 5,725 31,385 Net operating expenses (9,811) (28,875) Operating (loss)/ profit (4,086) 2,510 Financial income 1,087 2,930 Financial expenses (700) (1,121) Taxation (1) (830) Non-controlling interests 532 (766) (3,168) 2,723 Petropavlovsk Financial Statements 2010
Notes to the Consolidated Financial Statements continued For the year ended 31 December 2010
17 Available-for-sale investments 2010 2009 US$’000 US$’000 Listed securities Rusoro Mining Limited(a) 2,484 2,584 Unlisted securities(b) Solovyevskiy Priisk 939 939 Other 20 20 3,443 3,543
(a) In March 2009, the Group acquired 6,166,666 new shares in Rusoro Mining Limited (“Rusoro”) as part of an equity placing by Rusoro for consideration of US$3 million. The Group’s stake in the share capital of Rusoro as enlarged by the placing is c.1.1%. The investment in Rusoro is recorded at fair value which is determined with reference to the market price of the shares quoted on the Toronto stock exchange. (b) The value of these investments are recorded at cost as, in the opinion of the Directors, fair values cannot be reliably measured as there are no active markets with quoted market prices.
18 Inventories 2010 2009 US$’000 US$’000 Current Construction materials 14,950 11,181 Stores and spares 85,332 44,619 Work in progress 44,399 34,726 Deferred stripping costs 51,052 8,724 Bullion in process 2,218 2,380 197,951 101,630 Non-current Work in progress(a) 8,882 8,628 Deferred stripping costs(b) 2,729 – 11,611 8,628
(a) Ore stockpiles that are not planned to be processed within one year. (b) Production stripping related to the ore extraction which is to be undertaken after one year from the balance sheet date.
Petropavlovsk Financial Statements 2010 Governance Overview Financial Statements
19 Trade and other receivables 2010 2009 US$’000 US$’000 Current VAT recoverable 76,468 43,624 Prepayments for property, plant and equipment 74,995 41,635 Advances to suppliers 32,677 14,187 Rusoro exchangeable loan(a) 8,833 17,863 Trade receivables(b) 8,761 3,779 Loan to Omchak Joint Venture(c) – 3,151 Other loans receivable 1,093 709 Loan to Uralmining – 760 Advances paid on resale and commission contracts(d) – 785 70/71 70/71 Interest accrued 210 467 Other debtors 15,471 13,545 218,508 140,505 Non-current Deferred loan transaction costs(e) 28,298 – Loan to Odolgo Joint Venture – 7,789 Other loans receivable 443 302 Other assets 455 765 29,196 8,856
(a) On 10 June 2008, the Group participated in an US$80 million senior secured loan to Venezuela Holdings (BVI) Limited, a wholly owned subsidiary of Rusoro Mining Limited (“Rusoro”), exchangeable into Rusoro common shares at a price of C$1.25 and repayable on 10 June 2010 (the “Rusoro Exchangeable Loan”). The Group subscribed for US$20 million of the Rusoro Exchangeable Loan and the remainder of the funds was provided by other parties (the “Lenders”). On 10 June 2010, the parties entered into the Amendment and Restatement Agreement relating to the Rusoro Exchangeable Loan agreement whereby the Repayment Date in relation to US$30 million principal was extended until 10 June 2011. Exchange option has been extended together with the terms of the loan and the exchange price was adjusted to C$0.40. The loan carries an interest rate of 10% per-annum payable semi-annually in arrears. The loan component is measured at amortised cost, whilst the exchange option is recorded as a derivative financial asset and is measured at fair value. The following derivative financial assets are recognised in relation to the Rusoro Exchangeable Loan: – Exchange option: The Exchangeable Loan is exchangeable into Rusoro common shares at a price of C$0.40 (prior to 10 June 2010: C$1.25), at any time from the 30th day after the Drawdown Date of the loan up to six days prior to the Repayment Date or the prepayment date in accordance with the loan agreement. – Call Option: On 11 August 2010, the Company entered into an option agreement with the other Lenders, the “Call Option”, separate from the Exchangeable Loan, giving the Company the right to acquire from the other Lenders, at a price of C$0.70 per share, the Rusoro common shares which such other Lenders may receive upon exchange of their portion of the Exchangeable Loan. The Call Option may be exercised up to six days prior to the Repayment Date or the prepayment date in accordance with the loan agreement or six days after the delivery of shares to the relevant Lenders in the event that the Lenders exchange their portion of the Exchangeable Loan. – Warrants: Rusoro issued 10,000,000 warrants to the Company as part of arrangements under Amendment and Restatement Agreement. Each warrant confers the right to subscribe for one Rusoro common share at an exercise price of C$0.40. These warrants expire on 10 January 2012. (b) Net of provision for impairment of US$2.2 million (2009: US$2.2 million). Trade receivables are due for settlement between one and six months. Included in trade receivables are individual balances totalling US$0.6 million (2009: US$0.6 million) which are past due but not impaired as the amounts are still considered recoverable. (c) During the year ended 31 December 2010 Omchak Joint Venture has become a subsidiary to the Group (note 29) and is consolidated in these financial statements accordance with the accounting policies set out in note 2.4 since the date of acquisition. (d) Amounts included in advances paid on resale and commission contracts relate to services performed by the Group’s subsidiary, Irgiredmet, in its activity to procure materials such as reagents, consumables and equipment for third parties. (e) Arising in relation to IRC’s project finance facility agreement with the Industrial and Commercial Bank of China Limited, note 22. These amounts have been deferred until the facility is drawn down.
There is no significant concentration of credit risk with respect to trade and other receivables. The Group has implemented policies that require appropriate credit checks on potential customers before granting credit. The Group has adopted a policy of only dealing with creditworthy counterparties. The Group’s exposure and credit ratings of its counterparties are monitored by the Board of Directors. The maximum credit risk of such financial assets is represented by the carrying value of the asset. The Directors consider that the carrying amount of trade and other receivables approximates their fair value. Petropavlovsk Financial Statements 2010
Notes to the Consolidated Financial Statements continued For the year ended 31 December 2010
20 Cash and cash equivalents 2010 2009 US$’000 US$’000 Cash at bank and in hand 62,808 18,607 Short-term bank deposits 258,178 57,344 Promissory notes and other liquid investments – 516 320,986 76,467
21 Trade and other payables 2010 2009 US$’000 US$’000 Trade payables 32,281 17,871 Advances from customers 3,513 2,487 Advances received on resale and commission contracts(a) 3,431 5,222 Purchase consideration for 32.5% and 7.5% in Omchak outstanding 12,000 – Accruals and other payables 91,513 38,799 142,738 64,379
(a) Amounts included in advances paid on resale and commission contracts at 31 December 2010 and 31 December 2009 relate to services performed by the Group’s subsidiary, Irgiredmet, in its activity to procure materials such as reagents, consumables and equipment for third parties.
The Directors consider that the carrying amount of trade and other payables approximates their fair value. Petropavlovsk Financial Statements 2010 Governance Overview Financial Statements
22 Borrowings 2010 2009 US$’000 US$’000 Borrowings at amortised cost Convertible bonds(a) 326,258 – Bank loans(b) 161,607 95,546 Other loans(b) 4,253 – 492,118 95,546
Amount due for settlement within 12 months 93,104 11,944 Amount due for settlement after 12 months 399,014 83,602 492,118 95,546
(a) In February 2010, the Group issued US$380 million of convertible bonds due on 18 February 2015 (“the Bonds”). The Bonds were issued at par by the Company’s wholly-owned subsidiary Petropavlovsk 72/73 2010 Limited and are guaranteed by the Company. The Bonds carry a coupon of 4.00% payable semi-annually in arrears and are convertible into redeemable preference shares of Petropavlovsk 2010 Limited which are guaranteed by and will be exchangeable immediately upon issuance for Ordinary Shares in the Company. The conversion price has been set at £12.9345 per share, subject to adjustment for certain events, for each US$100,000 principal amount of a Bond and the conversion exchange rate has been fixed at US$1.6244 per £1. The Bonds were admitted to listing on the Official List of the UK Listing Authority and admitted to trading on the Professional Securities Market of the London Stock Exchange on 19 February 2010. The net proceeds received from the issue of the convertible bonds were split between the liability component and the equity component of US$59 million representing the fair value of the embedded option to convert the liability into equity of the Group. The liability component of the Bonds is measured at amortised cost. The interest charged was calculated by applying an effective interest rate of 8.65% to the liability component. The carrying value of the convertable bonds approximated their fair value at the period end.
(b) Bank and other loans outstanding as at 31 December 2010 include liabilities of US$102.1 million which are secured against certain items of property, plant and equipment of the Group (note 15). All bank loans outstanding as at 31 December 2009 were secured against certain items of property, plant and equipment of the Group (note 15). The weighted average interest rate paid during the year ended 31 December 2010 was 7% (2009: 8%). The carrying value of the bank loans approximated their fair value at each period end. On 6 December 2010, Kimkano-Sutarsky Mining and Beneficiation Plant LLC (“K&S”), a subsidiary of the Group, has entered into the HK$3.11 billion (equivalent to US$400 million) Engineering Procurement and Construction Contract with China National Electric Engineering Corporation for the construction of the Group’s mining operations at K&S. On 13 December 2010, K&S entered into a project finance facility agreement with the Industrial and Commercial Bank of China Limited (“ICBC”) (the “ICBC Facility Agreement”) pursuant to which ICBC will lend US$340,000,000 to K&S to be used to fund the construction of the Group’s mining operations at K&S in time for the start of major construction works in early 2011. Interest under the facility will be charged at 2.80% above London Interbank Offering rate (“LIBOR”) per annum. The facility is guaranteed by the Company and is repayable over a period of 11 years. As at 31 December 2010, no amounts were drawn down under the ICBC facility. As at 31 December 2010, the amounts undrawn under the loan facilities, other than the ICBC facility, comprised US$15.2 million (2009: US$80.2 million). Petropavlovsk Financial Statements 2010
Notes to the Consolidated Financial Statements continued For the year ended 31 December 2010
23 Deferred taxation 2010 2009 US$’000 US$’000 At 1 January 88,260 15,523 Deferred tax charged to income statement 22,799 13,444 Deferred tax recognised as part of business combinations (note 29) 15,829 59,423 Deferred tax charged to equity (43) (110) Exchange differences (77) (20) At 31 December 126,768 88,260
Deferred tax assets 6,774 9,318 Deferred tax liabilities (133,542) (97,578) Net deferred tax liability (126,768) (88,260)
Charged/ (credited) Charged/ to the (credited) At 31 At 1 January income directly to Acquisition of Exchange December 2010 statement equity subsidiary differences 2010 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 Property, plant and equipment 82,182 4,440 – 335 (13) 86,944 Inventory 8,117 5,449 – 596 2 14,164 Capitalised exploration and evaluation expenditure (7,710) 8,658 – 1,415 – 2,363 Derivative financial instruments 361 (40) – – 321 Fair value adjustments 9,999 (592) – 13,882 (56) 23,233 Tax losses (7,319) 3,182 – – – (4,137) Other temporary differences 2,630 1,702 (43) (399) (10) 3,880 88,260 22,799 (43) 15,829 (77) 126,768 Petropavlovsk Financial Statements 2010 Governance Overview Financial Statements
Charged/ (credited) Charged/ to the (credited) At 31 At 1 January income directly to Acquisition of Exchange December 2009 statement equity subsidiary differences 2009 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 Property, plant and equipment 19,569 3,286 – 59,362 (35) 82,182 Inventory 6,560 1,820 – (239) (24) 8,117 Capitalised exploration and evaluation expenditure (2,664) (916) – – – (3,580) Derivative financialinstruments (11,067) 11,428 – – – 361 Exchangeable bonds 4,251 (4,251) – – – – Exchangeable loan to Venezuela Holdings (BVI) Limited (1,735) 1,735 – – – – Fair value adjustments 10,680 (681) – – – 9,999 Tax losses (6,518) (801) – – – (7,319) 74/75 Other temporary differences (3,553) 1,824 (110) 300 39 (1,500) 15,523 13,444 (110) 59,423 (20) 88,260
The Group did not recognise deferred income tax assets in respect of tax losses comprising US$210.4 million (2009: US$102.7 million) that can be carried forward against future taxable income. Tax losses of US$43.1 million can be carried forward indefinitely. Tax losses of US$167.3 million substantially expire between 2014 and 2019. The Group did not recognise deferred income tax assets of US$41.8 million (2009: US$34.5 million) in respect of temporary differences arising on certain capitalised development costs. The Group has not recorded a deferred tax liability in respect of withholding tax and other taxes that would be payable on the unremitted earnings associated with investments in its subsidiaries and associates and interests in joint ventures as the Group is able to control the timing of the reversal of those temporary differences and does not intend to reverse them in the foreseeable future. Unremitted earnings comprised in aggregate US$512.8 million (2009: US$386.2 million). Petropavlovsk Financial Statements 2010
Notes to the Consolidated Financial Statements continued For the year ended 31 December 2010
24 Provision for close down and restoration costs 2010 2009 US$’000 US$’000 At 1 January 8,655 5,246 Amounts capitalised 770 – Acquisition of Aricom plc – 646 Unwinding of discount 1,605 382 Foreign exchange movements (69) 67 Change in estimates 124 2,314 At 31 December 11,085 8,655
The Group recognised provisions in relation to close down and restoration costs for the following mining sites:
2010 2009 Expected timing Expected timing of the closure of of the closure of a mining operation a mining operation Provision and the cash Provision and the cash recognised outflows from recognised outflows from US$’000 31 December US$’000 31 December Pokrovskiy 3,507 at least 5 years 3,017 at least 7 years Pioneer 3,200 at least 9 years 2,648 at least 10 years Malomir(a) 772 at least 3 years – – Kuranakh 3,606 at least 11 years 2,990 at least 12 years
(a) Quarzitovoye deposit of Malomir.
Provision recognised represents the present value of estimated expenditure that will be incurred, arrived at using the long term risk-free pre-tax cost of borrowing. Petropavlovsk Financial Statements 2010 Governance Overview Financial Statements
25 Share capital 2010 2009 No of shares US$’000 No of shares US$’000 Allotted, called up and fully paid At 1 January 182,079,767 2,805 81,155,052 1,311 Issued during the period 5,780,326 86 100,924,715 1,494 At 31 December 187,860,093 2,891 182,079,767 2,805
Details of the Ordinary Shares in issue at the commencement of the period, Ordinary Shares issued during the period, and Ordinary Shares in issue at the period-end are given in the table below.
Date Description No of shares 1 January 2010 Number of Ordinary Shares in issue at the commencement of the period 182,079,767 11 June 2010 Issue of Ordinary Shares of £0.01 each following the exercise of options(a) 25,000 76/77 15 June 2010 Issue of Ordinary Shares of £0.01 each following the exercise of warrants(b) 5,755,326 31 December 2010 Number of Ordinary Shares in issue at the end of the reporting period 187,860,093
(a) Options granted under the Share Option Scheme of Aricom plc to the Directors on 19 July 2006 which were exchanged for options over Ordinary Shares of the Company on the acquisition of Aricom plc. (b) On the acquisition of Aricom plc on 22 April 2009, the Company issued 8,312,463 warrants in consideration for the transfer of the Aricom warrants to the Company. Each warrant conferred the right to subscribe for one ordinary share of Petropavlovsk PLC at an exercise price of US$ 17.59, an equivalent of the exercise price of £0.80 per Aricom warrant, adjusted by the exchange ratio of one PHM warrant for every 16 Aricom warrants and subsequently adjusted for the Interim dividend declared in 2010. These warrants were due to expire on 9 June 2010 and the unexercised warrants lapsed on 9 June 2010.
The Company has one class of Ordinary Shares which carry no right to fixed income. The Company has an option issued to the IFC on 22 April 2009 on acquisition of Aricom plc to subscribe for 1,067,273 ordinary shares at an exercise price of £11.84 per share, subject to adjustments. The option expires on 25 May 2015, subject to adjustments.
26 Own shares 2010 2009 US$’000 US$’000 At 1 January (14,003) – Vesting of Replacement LTIP 3,328 – Acquired during the year through business combination with Aricom plc – (14,003) At 31 December (10,675) (14,003)
Own shares represent 1,381,732 Ordinary Shares held by the EBT (2009: 1,812,500) to provide benefits to employees under the Long Term Incentive Plan (note 32). Petropavlovsk Financial Statements 2010
Notes to the Consolidated Financial Statements continued For the year ended 31 December 2010
27 Notes to the cash flow statement Reconciliation of profit before tax to operating cash flow
2010 2009 US$’000 US$’000 Profit before tax 69,199 197,385 Adjustments for: Share of results in joint ventures 3,168 (2,723) Investment income (6,525) (7,661) Interest expense 32,172 7,140 Other finance losses/ (gains) 8,029 (23,000) Share-based payments 2,585 2,933 Depreciation 73,452 40,523 Gain on re-measurement of equity interest in Omchak on acquisition (28,882) – Impairment charges 44,841 4,243 Loss on disposals of property, plant and equipment 366 230 Exchange losses/ (gains) in respect of investment activity 171 (844) Exchange losses in respect of cash and cash equivalents 2,450 306 Other non-cash items 285 520 Changes in working capital: Increase in trade and other receivables (64,442) (24,322) Increase in inventories (75,761) (13,313) Increase in trade and other payables 19,386 6,796 Net cash used in/ generated from operations 80,494 188,213
Non-cash transactions There have been no significant non-cash transactions during the year ended 31 December 2010 (2009: the principal non-cash transaction were the issue of shares, share options and warrants as consideration for the acquisition of Aricom plc (note 31) and conversion of convertible bonds into the Ordinary Shares of Petropavlovsk PLC (note 22)).
28 Related parties Related parties the Group entered into transactions with during the reporting period OJSC Asian-Pacific Bank (‘Asian-Pacific Bank’), V.H.M.Y. Holdings Limited, OJSC M2M Private Bank (‘M2M Private Bank’) and OJSC Kamchatprombank (‘Kamchatprombank’) are considered related parties as Mr Peter Hambro and Dr Pavel Maslovskiy have an interest in these companies. OJSC Apatit (‘Apatit’), a subsidiary of OJSC PhosAgro (‘PhosAgro’), is considered to be a related party due to PhosAgro’s minority interest and significant influence in the Group’s subsidiary Giproruda. OJSC Krasnoyarskaya GGK is considered to be a related party due to this entity’s minority interest and significant influence in the Group’s subsidiary Verhnetisskaya GRK. Aricom plc (“Aricom”) and its subsidiaries were considered to be related parties due to Mr Peter Hambro, Mr Jay Hambro and Dr Pavel Maslovskiy’s shareholdings and directorships in those companies and in Petropavlovsk PLC. On 22 April 2009, Aricom plc became a subsidiary of the Group and hence ceased to be a related party requiring disclosure. Odolgo Joint Venture, Titanium Joint Venture and Vanadium Joint Venture are joint ventures of the Group and hence are related parties. Omchak Joint Venture was a joint venture of the Group and hence was considered to be a related party until it was acquired and became a subsidiary to the Group (note 29). Uralmining is an associate of the Group and hence is a related party. Petropavlovsk Financial Statements 2010 Governance Overview Financial Statements
Trading Transactions Related party transactions the Group entered into that relate to the day-to-day operation of the business are set out below.
Sales to related parties Purchases from related parties 2010 2009 2010 2009 US$’000 US$’000 US$’000 US$’000 Aricom and its subsidiaries(a) Construction and engineering services – 7,327 – 1,062 Exploration services – 97 – 25 Other – 1,325 – 1,464 – 8,749 – 2,551 Asian-Pacific Bank Sales of gold and silver 25,617 33,946 – –
Other 723 1,160 546 1,008 78/79 26,340 35,106 546 1,008 Trading transactions with other related parties Engineering services provided to Apatit 3,974 2,051 – – Exploration services provided by Krasnoyarskaya GGK – – 7,216 – Other transactions with Krasnoyarskaya GGK 200 – – – Rent, insurance and other transactions with other entities in which Mr Peter Hambro and/ or Dr Pavel Maslovskiy have a controlling interest or exercise a significant influence 1,214 1,425 5,866 2,721 Joint ventures and associates 455 18 26 – 5,843 3, 494 13,108 2,721
(a) Until 22 April 2009 when Aricom became a subsidiary of the Group.
The outstanding balances with related parties at 31 December 2010 and 2009 are set out below.
Amounts owed by related parties Amounts owed to related parties at 31 December at 31 December 2010 2009 2010 2009 US$’000 US$’000 US$’000 US$’000 Krasnoyarskaya GGK 263 – 1,087 – Other entities in which Mr Peter Hambro and/ or Dr Pavel Maslovskiy have a controlling interest or exercise a significant influence 330 928 1,840 1,017 Apatit 925 398 – – Joint ventures and associates 75 2 113 – 1,593 1,328 3,040 1,017
Banking arrangements The Group has current and deposit bank accounts with Asian-Pacific Bank. The bank balances at 31 December 2010 and 2009 are set out below: 2010 2009 US$’000 US$’000 Asian-PacificBank 35,408 27,577 Petropavlovsk Financial Statements 2010
Notes to the Consolidated Financial Statements continued For the year ended 31 December 2010
28 Related parties continued Financing transactions During the year ended 31 December 2010, the Group received an interest-free unsecured loan from Krasnoyarskaya GGK totalling US$2.0 million. The Group received a number of loans from related parties which were fully repaid before 31 December 2009. Interest on loans received from related parties comprised US$ 884 thousand during the year ended 31 December 2009. The Group provided a number of loans to the joint ventures (note 19). Interest on the loans to the joint ventures accrued during the year ended 31 December 2010 comprised US$0.2 million (2009: US$0.3 million). There was no outstanding interest on the loans to the joint ventures at 31 December 2010 (31 December 2009: outstanding interest comprised US$0.5 million). The Group also invested US$1 million in the associate through loans advanced (2009: US$0.7 million) (note 6).
Key management compensation Key management includes Directors (Executive and Non-Executive) and members of the Executive Committee. The compensation to key management for employee services is set out below. 2010 2009 US$’000 US$’000 Wages and salaries 11,440 12,085 Pension costs 164 249 Share-based compensation 1,279 2,000 12,883 14,334
29 Business combinations Acquisition of controlling interest in CJSC ZRK Omchak (“Omchak”) Historically, the Group held 50% interest in Omchak, which was a joint venture arrangement of the Group. In July 2010, the Group completed the acquisition of a further 32.5% for the cash consideration of US$21.9 million and obtained control over Omchak. Accordingly, Omchak has become a subsidiary of the Group since that date. The total purchase consideration for the acquisition of Omchak was US$58.9 million, as set out below.
US$’000 Cash consideration 21,937 Fair value of 50% equity interest in Omchak held before the business combination 36,928 58,865 Petropavlovsk Financial Statements 2010 Governance Overview Financial Statements
Carrying Fair value amount adjustments Fair value US$’000 US$’000 US$’000 Recognised amounts of identifiable assets acquired and liabilities assumed Property, plant and equipment 14,302 8,838 23,140 Intangible assets 12,351 60,571 72,922 Cash and cash equivalents 682 – 682 Inventories 23,815 – 23,815 Trade and other receivables 6,012 – 6,012 Trade and other payables (7,410) – (7,410) Borrowings (28,859) – (28,859) Deferred tax liability (1,947) (13,882) (15,829) Net assets acquired 18,946 55,527 74,473 Non-controlling interests (2,854) (12,754) (15,608) 80/81 80/81 Group share of net assets acquired 16,092 42,773 58,865
Net cash outflow arising on acquisition Cash consideration(a) 21,937 Less: cash and cash equivalents acquired (682) 21,255
(a) Including US$9.8 million cash consideration outstanding as at 31 December 2010.
The Group recognised a gain of US$28.9 million as a result of measuring at fair value its 50% interest in Omchak held before the business combination. The gain is included within Net operating income and expenses as an exceptional item. On 19 August 2010, the Group acquired a further 7.5% in Omchak for cash consideration of US$5.1 million of which US$2.2 million is outstanding as at 31 December 2010. This increase in the Group’s shareholding in Omchak did not result in any change in control and has been accounted in the Group’s Consolidated Financial Statements as an equity transaction with non-controlling interests. From the date of acquisition to 31 December 2010, Omchak contributed US$67 million to revenue and US$14.8 million to operating profit. If the acquisition of Omchak had been completed on 1 January 2010, Group profit for the year would have been US$20.6 million and the Group revenues would have been US$619.8 million.
30 Acquisition of assets Acquisition of LLC Iljinskoye On 15 July 2010, the Group acquired 100% of the share capital of LLC Iljinskoye, holder of exploration and mining rights for the Visokoe gold deposit, for the total cash consideration of US$35 million. The acquisition was accounted for as an asset acquisition and the Group allocated the cost of acquisition to the value of the mining rights of the Visokoe gold deposit.
31 Listing of IRC Limited on the Main Board of the Stock Exchange of Hong Kong Limited In 2010, the Board of Directors approved a plan to list the Group’s Non-Precious Metals Division on the Main Board of the Stock Exchange of Hong Kong Limited. On 4 June 2010, IRC Limited (“IRC”) was incorporated and subsequently became a holding company for the Group’s Non-precious metals division as well as other projects, including the Titanium Sponge joint venture and Vanadium joint venture. On 21 October 2010, IRC was listed on the Main Board of the Stock Exchange of Hong Kong Limited. IRC issued an additional 1,040 million ordinary shares in the offering, or 30.93% of its issued share capital, and the Group retained an interest in 2,206 million ordinary shares, or 65.61% of the total issued shares of IRC. A further 3.46% of the total issued shares were retained within the Employee Benefit Trust operated in conjunction with the long-term incentive schemes of IRC Limited. The listing raised net proceeds of US$234.6 million. Petropavlovsk Financial Statements 2010
Notes to the Consolidated Financial Statements continued For the year ended 31 December 2010
31 Listing of IRC Limited on the Main Board of the Stock Exchange of Hong Kong Limited continued This transaction has not resulted in any change in control over IRC and its subsidiaries. Accordingly, IRC continues to be consolidated in the Group’s Consolidated Financial Statements and the transaction has been accounted for as an equity transaction in the Group’s Consolidated Financial Statements. The non-controlling interest has been recognised to reflect the change in the Group’s interest in the equity of IRC. The difference between the net consideration received and change in the carrying amount of the non-controlling interest of US$12 million is recognised directly in equity and attributed to equity holders of Petropavlovsk PLC.
32 Share-based payments The Group operates various equity-settled share awards schemes. The details of share awards outstanding are set out below. Petropavlovsk PLC
Share option scheme LTIP awards Replacement LTIP Petropavlovsk PLC LTIP granted on 22 April 2009 granted on 25 June 2009 Weighted Weighted Weighted average average average Number of exercise Number of exercise Number of exercise Ordinary price Ordinary price Ordinary price Shares £ Shares £ Shares £ Outstanding at 1 January 2010 75,000 6.72 430,768 – 482,961 – Granted during the year – – – – – – Forfeited during the year – – – – (20,000) – Exercised and vested during the year(a) (25,000) 6.72 (430,768) – – – Expired during the year – – – – – – Outstanding at 31 December 2010 50,000 6.72 – – 462,961 –
(a) The weighted average share price for the share options exercised during the year was £13.00. The weighted average share price for the LTIP awards vested during the year was £8.58.
Employee share option scheme As part of business combination with Aricom plc, the outstanding options granted under the Share Option Scheme of Aricom plc to its Directors in prior years have been exchanged for options over Ordinary Shares of Petropavlovsk PLC, exercisable during the period since 19 July 2009 until 19 July 2012. No further options will be granted under the Share Option Scheme by the Group. The fair value of share awards under Employee share option scheme are determined using the Black Scholes model at the date of grant using the assumptions detailed in the table below.
Employee share option scheme Date of grant 22 April 2009 Share price at the date of grant, £ 5.20 Exercise price, £ 6.72 Expected volatility, % 102.14 Expected life in years 0.24 Risk-free rate, % 0.86 Expected dividends, £ – Fair value per award, £ 0.57
The Replacement Long Term Incentive Plan (the “Replacement LTIP”) On acquisition of Aricom plc, the LTIP established by Aricom plc to operate in conjunction with an employee benefit trust (“EBT”), which held shares in Aricom plc for the benefit of its employees (the participants), has been replaced with awards over the Company’s shares. As a result, 29,000,000 Ordinary Shares of Aricom plc held by the EBT have been exchanged into 1,812,500 Ordinary Shares of the Company, out of which 430,768 shares have been allocated to the existing participants of the LTIP. The Replacement LTIP award had a sole performance condition being continued employment with the Group throughout the period until 6 February 2010 or a good leaver status. Petropavlovsk Financial Statements 2010 Governance Overview Financial Statements
The fair value of share awards under the Replacement LTIP are determined using the Black Scholes model at the date of grant using the assumptions detailed in the table below. The Replacement LTIP award Date of grant 22 April 2009 Share price at the date of grant, £ 5.20 Exercise price, £ – Expected volatility, % 119.86 Expected life in years 0.81 Risk-free rate, % 0.87 Expected dividends, £ – Fair value per award, £ 5.20 82/83 82/83 Petropavlovsk PLC Long Term Incentive Plan (the “Petropavlovsk PLC LTIP”) The Group established a new Petropavlovsk PLC LTIP which was approved by the shareholders of the Company on 25 June 2009 and includes the following awards: ``Share Option Award, being a right to acquire a specified number of Ordinary Shares in the Company at a specified exercise price; ``Performance Share Award, being a right to acquire a specified amount of Ordinary Shares in the Company at nil cost; and ``Deferred Bonus Award. Performance Share Awards and Share Options Awards vest or become exercisable subject to the following provisions: ``50% of the shares subject to the award may be acquired based on a condition relating to total shareholder return (the “TSR Condition”); and ``50% of the shares subject to the award may be acquired based on specific conditions relating to the Group’s business development and strategic plans (the “Operating Conditions”). The TSR Condition relates to growth in TSR over a three year period relative to the TSR growth of companies in a peer group of listed international mining companies selected upon establishment of the Petropavlovsk PLC LTIP (the “Comparator Group”) over the same period. The TSR Condition provides for the award to vest or become exercisable as follows: % of the award vesting Within top decile 50% At median 25% Below median –
The detailed requirements to the Operating Conditions are determined by the Remuneration Committee and will be measured over a three-year period from the date of grant. Initial performance share awards under the Petropavlovsk PLC LTIP were granted on 25 June 2009 with 482,961 shares allocated to certain Executive Directors and members of senior management of the Group, out of which 296,297 shares are held by the EBT and the Company assumed the obligation to issue the remaining shares upon vesting of the LTIP. The fair value of performance share awards was determined using the Black Scholes model at the date of grant in relation to the proportion of the awards vesting based on the operating performance conditions and using the Monte Carlo model in relation to the proportion of the awards vesting based on the TSR condition. The relevant assumptions are set out in the table below. Petropavlovsk Financial Statements 2010
Notes to the Consolidated Financial Statements continued For the year ended 31 December 2010
32 Share based payments continued Petropavlovsk PLC LTIP performance share awards vesting based on operating vesting based performance on TSR conditions Condition Date of grant 25 June 2009 25 June 2009 Number of performance share awards granted 241,480 241,481 Share price at the date of grant, £ 6.00 6.00 Exercise price, £ – – Expected volatility, % 72.98 72.98 Expected life in years 3 3 Risk-free rate, % 2.13 2.13 Expected dividends yield, % – – Expected annual forfeitures – – Fair value per award, £ 4.463 6.000
IRC Limited Under the LTIP of IRC Limited, which was established on 11 August 2010, selected employees and Directors of the IRC Group (the “Selected Grantees”) are to be awarded shares of IRC Limited which have been purchased by the EBT operated in conjunction with of the IRC LTIP. Upon the IRC management’s recommendation, the number of shares awarded to the Selected Grantees shall be determined, together with the vesting dates for various tranches, by the Board of IRC Limited. Any LTIP awarded to a Selected Grantee who is a Director of the Company shall be subject to the Board’s approval following a recommendation from the Remuneration Committee of the Board. The scheme has a 3-year vesting period and is subject to the following vesting conditions: ``25% of the award vesting is relating to the achievement of certain production targets; ``25% of the award vesting is relating to profitability; ``25% of the award vesting is relating to the growth and development of the IRC Group; and ``25% of the award vesting is relating to the meeting of certain health, safety and environmental requirements. On 3 November 2010, 91.1 million shares of IRC Limited were awarded to Selected Grantees under the IRC LTIP. The fair value of the services rendered as consideration of the awarded shares was measured by reference to the fair value of the awarded shares at the award dates of US$19.2 million (determined based on the closing share price of IRC Limited as of 3 November 2010 of HK$1.64 per share) which is recognised in the consolidated income statement over the vesting period.
33 Analysis of net debt
At At 1 January Acquisition of Listing of Net cash Exchange Non-cash 31 December 2010 subsidiaries IRC movement movement changes 2010 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 Cash and cash equivalents 76,467 (11,505) 234,589 23,885 (2,450) – 320,986 Debt due within one year (11,944) (23,464) – (44,212) (667) (12,817) (93,104) Debt due after one year (83,602) (962) – (353,980) (22) 39,552 (399,014) Net debt (19,079) (35,931) 234,589 (374,307) (3,139) 26,735 (171,132) Petropavlovsk Financial Statements 2010 Governance Overview Financial Statements
34 Financial instruments and financial risk management Capital risk management The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to optimise the weighted average cost of capital and tax efficiency subject to maintaining sufficient financial flexibility to undertake its investment plans. The capital structure of the Group consists of net debt (as detailed in note 33) and equity (comprising issued capital, reserves and retained earnings). As at 31 December 2010, the capital comprised US$1.9 billion (2009: US$1.3 billion). In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Group adopts a modular approach in developing its projects in order to minimise upfront capital expenditure and related funding requirements. The Group manages in detail its funding requirements on a 12 month rolling basis and maintains a five year forecast in order to identify medium-term funding needs. Following the listing of IRC Limited on the Stock Exchange of Hong Kong Limited, its capital is managed separately by the Independent Board of IRC Limited. 84/85 The Group is not subject to any externally imposed capital requirements.
Significant accounting policies Details of significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 2 to the Consolidated Financial Statements.
Categories of financial instruments
2010 2009 US$’000 US$’000 Financial assets Cash and cash equivalents 320,986 76,467 Fair value through profit or loss – derivative financial instruments 2,381 96 Loans and receivables 35,023 48,278 Available-for-sale investments 3,443 3,543 Financial liabilities At amortised cost – trade and other payables 135,669 56,653 At amortised cost – borrowings 492,118 95,546
Financial risk management The Group’s activities expose it to interest rate risk, foreign currency risk, risk of change in the commodity prices, credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. Risk management is carried out by a central finance department and all key risk management decisions are approved by the Board of Directors. The Group identifies and evaluates financial risks in close cooperation with the Group’s operating units. The Board provides written principles for overall risk management, as well as guidance covering specific areas, such as foreign exchange risk, interest rate risk, gold price risk, credit risk and investment of excess liquidity.
Interest rate risk management The Group is exposed to interest rate risk through borrowing at floating interest rates. During the years ended 31 December 2010 and 2009, this exposure was limited as the substantial portion of the Group’s borrowings had fixed interest rates attached. The Group also held cash on deposits with fixed rates of interest attached. At present, the Group does not undertake any interest rate hedging activities. The sensitivity analysis below has been determined based on exposure to interest rates for the average balance of floating interest-bearing borrowings and cash and cash equivalents held during the year. Petropavlovsk Financial Statements 2010
Notes to the Consolidated Financial Statements continued For the year ended 31 December 2010
34 Financial instruments and financial risk management continued If interest rates had been 1% higher/ lower and all other variables held constant, the Group’s profit for the year ended 31 December 2010 would decrease/ increase by US$0.65 million (2009: decrease/ increase by US$0.05 million). This is mainly attributable to the Group’s exposure to interest rates on its variable rate borrowings.
Exchange rate risk The Group operates internationally and is exposed to foreign exchange risk arising from fluctuations in currencies the Group transacts, primarily US dollars, GB Pounds Sterling and Russian Roubles. Exchange rate risks are mitigated to the extent considered necessary by the Board of Directors, through holding the relevant currencies. At present, the Group does not undertake any foreign currency transaction hedging. The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at period end are as follows:
Assets Liabilities 2010 2009 2010 2009 US$’000 US$’000 US$’000 US$’000 Russian Roubles 189,451 95,765 172,879 34,335 US dollars(a) 3,763 3,346 9 – GB Pounds Sterling 13,031 2,703 20,154 14,708 Other currencies 2,485 475 90 –
(a) US dollar denominated monetary assets and liabilities in Group companies with Rouble functional currency.
The following table illustrates the Group’s profit sensitivity to the fluctuation of the major currencies in which it transacts. A 25% movement has been applied to each currency in the table below for the year ended 31 December 2010, representing management’s assessment of a reasonably possible change in foreign exchange currency rates (2009: a 25% movement was applied to each currency in the table).
2010 2009 US$’000 US$’000 Russian Roubles currency impact 4,143 15,357 GB Pounds Sterling currency impact 1,781 3,002 US dollar currency impact 938 837 Other currencies 599 119
Credit risk The Group’s principal financial assets are cash and cash equivalents, comprising current accounts, amounts held on deposit with financial institutions and investments in money market and liquidity funds. In the case of deposits and investments in money market and liquidity funds, the Group is exposed to a credit risk, which results from the non-performance of contractual agreements on the part of the contract party. The credit risk on liquid funds held in current accounts and available on demand is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies, with the exception of Asian-Pacific Bank, which does not have an officially assigned credit rating. Having performed a high level due diligence, management does not consider the credit risk associated with Asian-Pacific Bank to be high. Asian-Pacific Bank has a wide network of branches in the Amur region and, therefore, is extensively used by the entities of the precious metals segment (note 28). The Group’s maximum exposure to credit risk is limited to the carrying amounts of the financial assets recorded in the Consolidated Financial Statements. The major financial assets at the balance sheet date are cash and cash equivalents held with the counterparties as set out below. Petropavlovsk Financial Statements 2010 Governance Overview Financial Statements
Carrying amount Carrying amount at 31 December 2010 at 31 December 2009 Counterparty Credit rating US$’000 US$’000 Royal Bank of Scotland AA- 160,237 – Asian-Pacific Bank – 35,408 27,578 Unicredit Bank BBB+ 26,508 31,196 Sberbank BBB 36,540 – UBS A+ 49,142 – Barclays AA- 5,270 6,283 VTB BAA1 5,614 4,369
Commodity price risk The Group generates most of its revenue from the sale of gold. Going forward, the Group also intends to generate revenue from the sale of iron ore concentrate. The Group’s policy is to sell its products at the prevailing market price. The Group does not hedge its exposure to the risk 86/87 of fluctuations in the gold price. During the year ended 31 December 2009, the Group was exposed to gold price risk through the embedded derivative within the gold equivalent exchangeable bonds, which were measured at fair value and, therefore, exposed to changes in the gold price. Following the repurchase of all the outstanding gold equivalent exchangeable bonds, the exposure is no longer relevant to the Group.
Equity price risk The Group is exposed to equity price risk through the Embedded Derivative within the Exchangeable Loan issued to Rusoro and the Call Option as well as investment in Rusoro shares, which are measured at fair value and therefore exposed to changes in the Rusoro share price. An increase/ decrease of 50% in the Rusoro share price, with all other variables held constant, would have resulted in the following impact on the income statement and income and expenses recognised directly in equity:
2010 2009 Income and Income and expense expense recognised recognised Income directly in Income directly in statement equity statement equity US$’000 US$’000 US$’000 US$’000 50% increase in the share price 6,707 579 579 1,291 50% decrease in the share price (2,035) (96) (96) (1,291) Petropavlovsk Financial Statements 2010
Notes to the Consolidated Financial Statements continued For the year ended 31 December 2010
34 Financial instruments and financial risk management continued Liquidity risk management Liquidity risk is the risk that suitable sources of funding for the Group’s business activities may not be available. The Group constantly monitors the level of funding required to meet its short, medium and long term obligations. Effective management of liquidity risk has the objective of ensuring the availability of adequate funding to meet short term requirements and due obligations as well as the objective of ensuring a sufficient level of flexibility in order to fund the development plans of the Company’s businesses. The table below details the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The amounts disclosed are the contractual undiscounted cash flows, these balances will not necessarily agree with the amounts disclosed in the balance sheet. The contractual maturity is based on the earliest date on which the Group may be required to pay.
3 months - 0 - 3 months 1 year 1 - 2 years 2 - 3 years 3 - 5 years US$’000 US$’000 US$’000 US$’000 US$’000 2010 Borrowings – Convertible bonds – – – – 380,000 – Loans 3,615 89,206 32,876 30,609 10,063 Expected future interest payments(a) 9,502 15,742 21,085 19,799 23,585 Trade and other payables 113,589 22,080 – – – 126,706 127,028 53,961 50,408 413,648 2009 Borrowings – Loans – 11,944 35,778 31,331 16,493 Expected future interest payments(a) 1,475 5,691 7,738 6,989 3,895 Trade and other payables 55,316 1,337 – – – 56,791 18,972 43,516 38,320 20,388
(a) Expected future interest payments have been estimated using interest rates applicable at 31 December. Loans outstanding at 31 December 2010 in the amount of US$30 million (2009: US$40 million) are subject to variable interest rates and, therefore, subject to change in line with the market rates.
35 Operating lease arrangements The Group as a Lessee 2010 2009 US$’000 US$’000 Minimum lease payments under operating leases recognised as an expense in the year 5,697 3,907
At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under a non-cancellable operating lease for office premises, which fall due as follows: 2010 2009 US$’000 US$’000 Expiring Within one year 1,341 1,724 In two to five years 4,290 3,274 5,631 4,998
The Group as a Lessor The Group earned property rental income during the year of US$2.5 million (2009: US$2.2 million) on buildings owned by its subsidiaries Irgiredment and Giproruda. Petropavlovsk Financial Statements 2010 Governance Overview Financial Statements
36 Capital commitments At 31 December 2010, the Group had entered into contractual commitments for the acquisition of property, plant and equipment and mine development costs amounting to US$153.8 million (2009: US$45.5 million).
37 Contingent liabilities The Group is involved in legal proceedings with Gatnom Capital & Finance Limited and O.M. Investments & Finance Limited, who are the minority shareholders in Lapwing Limited, the Group’s 99.58% owned subsidiary incorporated in Cyprus and holding a 100% interest in Garinsky Mining and Metallurgical Complex. The claim was filed in September 2008 in Cyprus and the respondents are Lapwing Limited and Aricom UK Limited. The claimants allege their holdings in Lapwing Limited were improperly diluted as the result of the issuance of additional shares following a shareholders’ meeting held in September 2007. The claimants have asked the court to dissolve Lapwing or, alternatively, to order that their shares be purchased at a price allegedly previously agreed upon or to be determined by an expert appointed by the court. On 20 January 2010, the claimants withdrew their composite claim and re-filed individual claims in substantially similar form. The maximum potential liability arising 88/89 88/89 from the claim cannot currently be accurately assessed although the Directors believe that the claim is of a limited merit.
38 Subsequent events On 30 March 2011, the Board of Directors resolved to recommend a final dividend of £0.07 per share which is expected to result in the aggregate payment of £13.2 million. Subject to shareholder approval at the Annual General Meeting on 19 May 2011, the final dividend is proposed to be paid on 28 July 2011 to the shareholders on the register at the close of business on 1 July 2011.
39 Reconciliation of non-GAAP measures
2010 2009 Before Before exceptional Exceptional exceptional Exceptional items items Total items items Total US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 Profit for the period 48,702 (25,731) 22,971 132,903 11,881 144,784 Add/ (less): Interest expense 32,172 – 32,172 7,140 – 7,140 Investment income (6,525) – (6,525) (7,661) – (7,661) Other finance losses/ (gains) (2,285) 10,314 8,029 716 (23,716) (23,000) Foreign exchange losses 3,165 – 3,165 5,905 – 5,905 Gain on re-measuring of equity interest in Omchak on acquisition – (28,882) (28,882) – – – Taxation 46,228 – 46,228 45,260 7,341 52,601 Depreciation, amortisation and impairment 83,349 34,944 118,293 44,766 – 44,766 Underlying EBITDA 204,806 (9,355) 195,451 229,029 (4,494) 224,535 Petropavlovsk Financial Statements 2010
Notes to the Consolidated Financial Statements continued For the year ended 31 December 2010
40 Group companies
The Group has the following principal subsidiaries and other significant investments, which were consolidated in this financial information.
Proportion of shares Proportion of shares held by Petropavlovsk PLC held by the Group Principal subsidiary, joint venture and Country of 31 December 31 December 31 December 31 December associate undertakings incorporation Principal activity 2010 2009 2010 2009 Subsidiary CJSC Management Company Petropavlovsk Russia Management company 100% 100% 100% 100% Petropavlovsk 2010 Jersey Finance company 100% – 100% – OJSC Pokrovskiy Rudnik Russia Gold exploration and production 43.5% 43.5% 98.61% 98.61% CJSC Amur Doré Russia Gold exploration and production – – 100% 100% OJSC ZDP Koboldo Russia Gold exploration and production – – 95.7% 95.7% CJSC Malomirskiy Rudnik Russia Gold exploration and production – – 98.6% 98.6% LLC Spanch Russia Gold exploration and production – – 100% 100% LLC Olga Russia Gold exploration and production – – 100% 100% LLC Osipkan Russia Gold exploration and production – – 100% 100% LLC Tokurskiy Rudnik Russia Gold exploration and production – – 100% 100% LLC Rudoperspektiva Russia Gold exploration and production – – 100% 100% CJSC Region Russia Gold exploration and production – – 98.6% 98.6% CJSC Verkhnetisskaya Ore Mining Company Russia Gold exploration and production – – 70% 70% CJSC YamalZoloto Russia Gold exploration and production – – 98.6% 98.6% OJSC Yamalskaya Gornaya Kompania Russia Gold exploration and production – – 74.87% 74.87% LLC Iljinskoye Russia Gold exploration and production – – 100% – LLC Potok Russia Gold exploration and production – – 100% – CJSC ZRK Omchak(a) Russia Gold exploration and production 90% 50% 90% 50% LLC Amurmetal Russia Gold exploration and production – – 100% – OJSC Temi Russia Gold exploration and production – – 75% – Major Miners Inc. Guyana Gold exploration and production – – 100% – CJSC SeverChrome Russia Chrome exploration and production – – 92.26% 92.26% LLC Kapstroi Russia Construction – – 100% 100% LLC NPGF Regis Russia Exploration services – – 100% 100% CJSC ZRK Dalgeologiya Russia Exploration services – – 98.6% 98.6% CJSC PHM Engineering Russia Project and engineering services – – 94% 79% OJSC Irgiredmet Russia Research services – – 99.85% 99.85% LLC NIC Gidrometallurgiya Russia Research services – – 100% 100% LLC BMRP (former OJSC PRP Stancii) Russia Repair and maintenance – – 100% 100% LLC AmurSnab Russia Procurement services – – 100% 100% Joint venture LLC GDK Odolgo Russia Gold exploration and production – – 49% 49%
(a) Including subsidiaries of CJSC ZRK Omchak, being OJSC Berelekh, LLC Kaurchak, LLC Uduma, LLC Zeyazoloto, LLC Maldyak, LLC Monolit, LLC Elita. Petropavlovsk Financial Statements 2010 Governance Overview Financial Statements
Proportion of shares Proportion of shares held by Petropavlovsk held by the Group Principal subsidiary, joint venture and Country of 31 December 31 December 31 December 31 December associate undertakings incorporation Principal activity 2010 2009 2010 2009 IRC Limited and its principal subsidiary, joint venture and associate undertakings (b) IRC Limited HK Management and holding company – – 65.61% – Principal subsidiaries of IRC Limited LLC Petropavlovsk Iron Ore Russia Management company – – 65.61% 100% LLC Olekminsky Rudnik Russia Iron ore exploration and production – – 65.61% 100% LLC Kimkano–Sutarskiy Gorno-Obogatitelniy Kombinat Russia Iron ore exploration and production – – 65.61% 100% LLC Garinsky Mining & Metallurgical Complex Russia Iron ore exploration and production – – 65.33% 99.58% LLC Kostenginskiy 90/91 90/91 Gorno-Obogatitelniy Kombinat Russia Iron ore exploration and production – – 65.61% 100% LLC Orlovo-Sokhatinsky Gorno-Obogatitelniy Kombinat Russia Iron ore exploration and production – – 65.61% 100% LLC Karier Ushumunskiy Russia Iron ore exploration and production – – 65.61% 100% OJSC Giproruda Russia Engineering services – 46.11% 70.28% LLC Rubicon Russia Infrastructure project – – 65.61% 100% CJSC SGMTP Russia Infrastructure project – – 65.61% 100% Joint ventures of IRC Limited Heilongjiang Jiatal Titanium Co., Limited China Titanium JV Project – – 42.65% 65% Heilongjiang Jianlong Vanadium Industries Co., Limited China Vanadium JV Project – – 30.18% 46% Associate of IRC Limited LLC Uralmining Russia Iron ore exploration and production – – 32.15% 49%
(b) After taking account of the 3.36% shares retained within the Employee Benefit Trust operated in conjunction with the long-term incentive schemes of IRC Limited, the Group’s effective interest in the equity of IRC Limited is 67.96%. Petropavlovsk Financial Statements 2010
Statement of Directors’ Responsibilities – Company
For the year ended 31 December 2010 United Kingdom Company law requires the Directors to prepare financial statements for each financial period which give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period. In preparing those financial statements, the Directors are required to: ``Select suitable accounting policies and then apply them consistently; ``Make judgements and estimates that are reasonable and prudent; ``State whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the Financial Statements; and ``Prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Group and the Company will continue in business. The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the Financial Statements comply with the Companies Act 2006. They are also responsible for the system of internal control, for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The report was approved by the Board of Directors of Petropavlovsk PLC and signed on its behalf by:
Peter Hambro Chairman 30 March 2011 Petropavlovsk Financial Statements 2010 Governance Independent Auditor’s Report to the Members of Petropavlovsk PLC Overview Financial Statements
We have audited the parent company financial statements of Petropavlovsk PLC for the year ended 31 December 2010 which comprise the Company Balance Sheet and related notes 1 to 10. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of directors and auditor As explained more fully in the Statement of Directors’ Responsibilities, the Directors are responsible for the preparation of the parent company financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the parent company financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards
require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors. 92/93 Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the parent company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. Opinion on financial statements In our opinion the parent company financial statements: ``give a true and fair view of the state of the Company’s affairs as at 31 December 2010; ``have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ``have been prepared in accordance with the requirements of the Companies Act 2006. Opinion on other matters prescribed by the Companies Act 2006 In our opinion: ``the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006; and ``the information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the parent company financial statements. Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: ``adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or ``the parent company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns; or ``certain disclosures of directors’ remuneration specified by law are not made; or ``we have not received all the information and explanations we require for our audit. Other matter We have reported separately on the Group financial statements of Petropavlovsk PLC for the year ended 31 December 2010.
Douglas King (Senior Statutory Auditor) for and on behalf of Deloitte LLP Chartered Accountants and Statutory Auditors London, United Kingdom 30 March 2011 Petropavlovsk Financial Statements 2010
Company Balance Sheet At 31 December 2010
2010 2009 note US$’000 US$’000 Fixed assets Tangible assets 114 58 Investments 3 1,715,851 882,497 1,715,965 882,555 Derivative financial assets 2,381 96 Current Assets Debtors: due within one year 4 238,929 293,873 Debtors: due after one year 4 212,517 179,340 Cash at bank and in hand 1,489 813 452,935 474,026 Creditors: amounts falling due within one year 5 (826,001) (269,390) Net (current liabilities)/ current assets (373,066) 204,636 Total assets less current liabilities 1,345,280 1,087,287 Creditors: amounts falling due after more than one year 5 (124,565) (127,611) Provisions for liabilities (321) (361) Net assets 1,220,394 959,315 Capital and reserves 7 Share capital 2,891 2,805 Share premium 377,140 275,742 Merger reserve 570,071 570,071 Own shares (15,163) – Convertible bond reserve 59,032 – Other reserves 11,667 10,242 Profit and loss account 214,756 100,455 Shareholders’ funds 1,220,394 959,315
The accompanying notes are an integral part of this balance sheet. These financial statements for Petropavlovsk PLC, registered number 4343841, on pages 94 to 100 were approved by the Directors on 30 March 2011 and signed on their behalf by
Peter Hambro Brian Egan Director Director Petropavlovsk Financial Statements 2010 Governance Notes to the Company Financial Statements Overview Financial Statements
1 Basis of preparation
The Petropavlovsk PLC (“the Company”) balance sheet and related notes have been prepared on a historical cost basis, except for the revaluation of certain financial instruments at fair value in accordance with United Kingdom generally accepted accounting principles (‘UK GAAP’) and in accordance with UK Company law. A summary of the principal accounting policies is set out below. As permitted by section 408 of the Companies Act 2006, the profit and loss account of the parent company is not presented as part of these financial statements. The profit after tax for the year of the Company was US$146.8 million (2009: loss after tax of US$23.8 million). The Company has taken advantage of the exemption from preparing a cash flow statement under the terms of FRS 1 “Cash Flow Statements” and presenting financial instruments disclosures under the terms of FRS 29 “Financial Instruments: Disclosures”. The Company is also exempt from disclosing related party transactions under the terms of FRS 8 “Related Party Disclosures” which states that disclosure of related party transactions is not required in parent company financial statements when those statements are presented together 94/95 with its Consolidated Financial Statements.
2 Significant accounting policies
2.1 Foreign currencies The functional and presentation currency of the Company is the US dollar. Transactions denominated in other currencies, including the issue of shares, are translated at the rate of exchange ruling on the date of the transaction. Monetary assets and liabilities that are denominated in other currencies are retranslated at the rates prevailing on the balance sheet date. Exchange rates used are consistent with the rates used by the Group as disclosed in note 2.10 to the Consolidated Financial Statements. Exchange differences are charged or credited to the profit and loss account in the year in which they arise.
2.2 Tangible fixed assets and depreciation Tangible fixed assets are recorded at cost, net of accumulated depreciation. Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost or valuation of each asset on a straight-line basis over its expected useful life as follows: Average life Number of years Office equipment 4-7 Computer equipment 3
2.3 Investments Investments in subsidiary undertakings and joint ventures are initially measured at cost, including transaction costs, and subsequently carried at cost less provisions for impairment. Investments are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable. An impairment loss is recognised if the carrying amount of the investment exceeds the higher of net realisable value and the discounted future earnings from the investment. Other investments are those classified as available-for-sale. Available-for-sale investments are initially measured at cost and subsequently carried at fair value. Changes to the fair value of available-for-sale investments are recognised in equity.
2.4 Taxation including deferred taxation Full provision is made for deferred taxation on all timing differences that have arisen but not reversed at the balance sheet date, except that deferred tax assets are only recognised to the extent that it is more likely than not that they will be recovered. Deferred tax is measured on a non-discounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantially enacted at the balance sheet date. Petropavlovsk Financial Statements 2010
Notes to the Company Financial Statements continued For the year ended 31 December 2010
2 Significant accounting policies continued
2.5 Financial assets and liabilities Financial assets and liabilities are measured on initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest rate method. Appropriate allowances for estimated irrecoverable amounts are recognised in the profit and loss when there is objective evidence that the financial asset is impaired. The allowance recognised is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition.
2.6 Derivative financial instruments Derivative financial instruments are initially accounted for and measured at fair value on the date a derivative contract is entered into and subsequently measured at fair value. The gain or loss on re-measurement is taken to the income statement except where the derivative is a designated cash flow hedging instrument. Derivative financial instruments embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks and characteristics are not closely related to those of host contracts and the host contracts are not carried at fair value, with gains or losses reported in the income statement.
2.7 Share-based payments The Company operates a number of equity-settled share award schemes, the details of which are provided in note 32 to the Consolidated Financial Statements. The share-based compensation is accounted for as equity-settled in the Company’s financial statements and is measured at fair value of the awards at the date of grant. Fair value is determined using Black Scholes model, Monte Carlo model or a binomial model as deemed most appropriate. The fair value determined at the date of grant of the equity-settled share-based payments is expensed on a straight line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest and adjusted for the effect of non market-based vesting conditions where appropriate. In accordance with UITF 44 and FRS 20 “Share-based Payment”, where a parent company grants rights to its equity instruments to employees of a subsidiary, and such share-based compensation is accounted for as equity-settled in the Consolidated Financial Statements of the parent, the subsidiary is required to record an expense for such compensation with a corresponding increase recognised in equity as a contribution from the parent.
2.8 Employee benefit trust The provision of shares to share award schemes is facilitated by an employee benefit trust. In accordance with UITF Abstract 38 ‘Accounting for ESOP trusts’, the Company has been determined to be a sponsoring company of the employee benefit trust and therefore in preparing its accounts any own shares held by the employee benefit trust are recorded as own shares, and the carrying value is shown as a deduction in arriving at shareholder’s funds until such time as those shares vest unconditionally in employees.
2.9 Revenue Interest is accounted for on the accruals basis. Dividend income is recognised when the right to receive payment is established.
2.10 Dividends Dividends payable are recognised when they have been approved and, therefore, meet the criteria for a present obligation.
2.11 Operating leases Rentals paid under operating leases are charged to the profit and loss account as incurred. Petropavlovsk Financial Statements 2010 Governance Overview Financial Statements
3 Investments Investments in Investments in Other investments Group companies joint ventures other than loans(d) Total US$’000 US$’000 US$’000 US$’000 Cost At 1 January 2010 873,056 7,407 2,584 883,047 Additions(a) 226,120 – – 226,120 Disposals (22) – – (22) Group restructuring(b) 580,356 – – 580,356 Fair value change – – (100) (100) Acquisition of subsidiary(c) 34,407 (7,407) – 27,000 At 31 December 2010 1,713,917 – 2,484 1,716,401
Provision for impairment 96/97 At 1 January 2010 (550) – – (550) At 31 December 2010 (550) – – (550)
Net book value At 1 January 2010 872,506 7,407 2,584 882,497 At 31 December 2010 1,713,367 – 2,484 1,715,851
(a) Additions to the Company’s investment in Group companies comprises the following amounts invested: (i) The Company invested US$73.9 million in Cayiron Limited. (ii) The Company invested a further US$39.1 million in Peter Hambro Mining (Cyprus) Limited, a further US$35.5 million in Victoria Resources Limited, and a further US$17.7 million in Peter Hambro Mining Treasury UK Limited as well as the total of US$0.4 million in other Group companies. (iii) The cost of investment in ZAO Management Company Petropavlovsk, Peter Hambro Mining (Cyprus) Limited and IRC Group increased by US$0.3 million,US$0.07 million and US$0.08, respectively, to reflect the cost of the LTIP awards granted to the employees of ZAO Management Company Petropavlovsk, Peter Hambro Mining (Cyprus) Limited and IRC Group. Full information on the LTIP awards is given in the note 32 to the Consolidated Financial Statements. (iv) The Company has recognised an increase in investment in its wholly owned subsidiary, Petropavlovsk 2010 Limited, of US$59.0 million relating to the equity component on the US$380 million convertable bonds issued by Petropavlovsk 2010 Limited which are described in more detail in note 7 to the financial statements. (b) During the year the Company has undertaken a number of transactions in order to put in place the structure for the listing of the IRC Limited (IRC) on the Hong Kong Stock Exchange (“the Group restructuring”). The Group restructuring involved, inter alia, the following transactions: (i) On 18 May 2010, the Company incorporated Thorholdco Limited (Thorholdco), Thordollar Limited (Thordollar) and Thorrouble Limited (Thorrouble) as its wholly-owned subsidiaries. (ii) On 26 May 2010, the Company exercised 1,330,000,000 warrants in Aricom Limited (Aricom) for the consideration of US$153.2 million. (iii) On 18 May 2010, the Company incorporated Cayiron Limited (Cayiron) as its wholly owned subsidiary. (iv) On 4 June 2010, Cayiron incorporated IRC as its wholly-owned subsidiary. (v) On 10 June 2010 the Company acquired 100% of Aricom UK Finance Limited from Aricom for the consideration of US$405.6 million, a 17.45% interest in Aricom Treasury UK Limited from Aricom for the consideration of US$63.1 million, and 100% of Aricom B Finance Plc from Aricom UK Limited for the consideration of US$20,000. (vi) On 14 June 2010, the Company capitalised Thorholdco by contributing to it a promissory note of US$260 million in exchange for the issue of ordinary shares by Thorholdco to the Company. The entire share capital of Thorholdco was then transferred to Cayiron in exchange for the issue and allotment by Cayiron of further shares to the Company. (vii) On 14 June 2010, IRC acquired Thorholdco from Cayiron for the consideration of US$260 million satisfied by the issue of shares to Cayiron. (viii) On 22 June 2010, Aricom declared a dividend of US$644.4 million of which US$22.5 million was paid in cash and the remaining amount offset against the total receivable amounts outstanding from the Company. (ix) On 25 June 2010, the Company subscribed for ordinary shares in Thorrouble in consideration for the issue of promissory notes of RUR6,607,348,778 (equivalent of approximately US$213 million) and for ordinary shares in Thordollar in consideration for the issue of promissory notes of US$224.6 million. Following the completion of these transactions, Thorrouble and Thordollar were acquired by Cayiron in exchange for the issue of ordinary shares to the Company to the value of US$437.6 million, which was the book value of the two companies transferred. On the same day, Cayiron transferred the entire issued share capital of Thorrouble and Thordollar to IRC in exchange for the issue and allotment by IRC to Cayiron of additional shares. (x) On 5 August 2010, the Company disposed 100% investment in Aricom to Thorholdco Limited for consideration of US$260 million. (c) Note 29 to the Consolidated Financial Statements. (d) Note 17 to the Consolidated Financial Statements. Petropavlovsk Financial Statements 2010
Notes to the Company Financial Statements continued For the year ended 31 December 2010
4 Debtors 2010 2009 US$’000 US$’000 Owed by Group companies 437,758 446,527 Exchangeable loan to Rusoro(a) 8,833 17,863 Deferred tax asset (note 6) 4,324 7,454 Corporate tax receivable – 649 VAT recoverable 128 239 Other debtors 403 481 451,446 473,213
Due within one year 238,929 293,873 Due after more than one year 212,517 179,340 451,446 473,213
(a) Note 19 to the Consolidated Financial Statements. 5 Creditors 2010 2009 US$’000 US$’000 Due to Group companies 931,924 384,835 Trade creditors 267 3,500 Accruals and other creditors 18,375 8,666 950,566 397,001
Due within one year 826,001 269,390 Due after more than one year 124,565 127,611 950,566 397,001
6 Taxation As at 31 December 2010, the Company has tax losses available for carry forward in the amount of US$29.5 million (2009: US$38.6 million). It is probable that future taxable profit will be available to utilise the benefits of US$14.8 million out of the total amount of tax losses available. Accordingly, a deferred tax asset has been recognised as at 31 December 2010 in respect of these temporary differences at the corporation tax rate of 28%. Petropavlovsk Financial Statements 2010 Governance Overview Financial Statements
7 Statement of reserves and reconciliation of movement in shareholders’ funds Share Share Merger Convertible Own Other Retained capital premium reserve bond reserve shares(d) reserves earnings Total US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 Balance as at 1 January 2009 1,311 35,082 – 39,924 – 153,728 (69,494) 160,551 Loss for the year – – – – – – (23,832) (23,832) Revaluation of available-for-sale investments – – – – – (464) – (464) Transfer to profit and loss account – – – – – (153,728) 153,728 – Share based payments – – – – – 2,931 – 2,931 Share placing – 16 million Ordinary shares 232 104,564 – – – – – 104,796 Costs associated with placing of 16 million Ordinary shares – (5,240) – – – – – (5,240) 98/99 Shares issued in exchange for 100% share capital of Aricom plc 1,079 – 570,071 – – – – 571,150 Warrants and option issued in relation to acquisition of Aricom plc – – – – – 6,970 – 6,970 LTIP award in relation to acquisition of Aricom plc – – – – – 934 – 934 Conversion of convertible bonds 180 139,620 – (39,924) – – 39,924 139,800 Employee’s option exercised 3 1,716 – – – (129) 129 1,719
Balance as at 1 January 2010 2,805 275,742 570,071 – – 10,242 100,455 959,315 Profit for the year – – – – – – 146,781 146,781 Revaluation of available-for-sale investments – – – – – (100) – (100) Share based payments – – – – – 1,546 – 1,546 Exercise of warrants(a) 83 101,152 – – – – – 101,235 Issue of convertible bonds(b) – – – 59,032 – – – 59,032 Dividends(c) – – – – – – (27,774) (27,774) Capital contribution to Petropavlovsk 2010 EBT – – – – (15,163) – (4,727) (19,890) Employee’s option exercised 3 246 – – – (21) 21 249 Balance as at 31 December 2010 2,891 377,140 570,071 59,032 (15,163) 11,667 214,756 1,220,394
(a) Note 25 to the Consolidated Financial Statements. (b) On 15 February 2010, Petropavlovsk 2010 Limited issued $US380 million bonds which are convertible into redeemable preference shares in Petropavlovsk 2010 Limited and are guaranteed by, and will be exchangeable immediately upon issuance, for ordinary shares in Petropavlovsk PLC. The Company has recognised the exchange option in equity, and its value has been determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This amount is not subsequently re-measured. The provision of the exchange option to Petropavlovsk 2010 Limited has been recognised as a capital contribution to that entity. Details on convertible bonds are set out in note 22 to the Consolidated Financial Statements. (c) Note 12 to the Consolidated Financial Statements. (d) The reserve for own shares arises in connection with the Employees Benefit Trust (EBT) , a discretionary trust established and operated in conjunction with the Group’s long-term incentive plans (LTIPs). Details of the Group’s LTIPs are set out in note 32 to the Consolidated Financial Statements. The amount of the reserve represents the deduction in arriving at shareholders’ funds for the consideration paid for the Company’s shares purchased by the trust which have not vested unconditionally in employees at the balance sheet date. Petropavlovsk Financial Statements 2010
Notes to the Company Financial Statements continued For the year ended 31 December 2010
8 Commitments under operating leases 2010 2009 US$’000 US$’000 Expiring: Within one year 271 271 Within two to five years 539 145 810 416
9 Employees The average number of UK employees during the year was 26 (2009: 20). This number includes the three Executive Directors who held office at the end of the year (2009: the three Executive Directors who held office at the end of the year). Details of Directors’ remuneration are provided in the Directors’ Remuneration Report on pages 19 to 30 of this Annual Report.
10 Subsequent Events Subsequent events have been disclosed in note 38 to the Consolidated Financial Statements. Designed and produced by Thoburns, www.thoburns.com (United Kingdom). Printed by Royle Corporate Print, London. Petropavlovsk PLC 11 Grosvenor Place London SW1X 7HH T +44 (0)20 7201 8900 F +44 (0)20 7201 8901 E [email protected] www.petropavlovsk.net