Audit Report / Information • Mar 8, 2017
Audit Report / Information
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Opinion and Report
of the Independent Auditor
Financial year ended
31 December 2016
© 2017 KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k. a Polish limited partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. All rights reserved.
To the General Meeting of PGE Polska Grupa Energetyczna S.A.
We have audited the accompanying separate financial statements of PGE Polska Grupa Energetyczna S.A., with its registered office in Warsaw, ul. Mysia 2 ("the Company"), which comprise the statement of financial position as at 31 December 2016, the statement of comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended and notes comprising a summary of significant accounting policies and other explanatory information.
In our opinion, the accompanying separate financial statements of PGE Polska Grupa Energetyczna S.A.:
We conducted our audit in accordance with section 7 of the Accounting Act dated 29 September 1994 (Official Journal from 2016, item 1047 with amendments) ("the Accounting Act") and International Standards on Auditing (IAASB) as adopted by the resolution dated 10 February 2015 of the National Council of Certified Auditors as the National Standards on Assurance ("National Standards on Assurance"). We are independent of the Company in accordance with the Code of Ethics for Professional Accountants of the International Ethics Standards Board for Accountants' as adopted by the resolution of National Council of Certified Auditors dated 13 June 2011 ("IESBA Code") and the impartiality and independence requirements as described in Art. 56 points 3 and 4 of the Act on Certified Auditors and their Self-Governance, Audit Firms authorized to Audit Financial Statements and Public Oversight dated 7 May 2009 (Official Journal from 2016, item 1000) and have fulfilled other ethical responsibilities in accordance with these regulations and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
On terms agreed with the Management Board of PGE Polska Grupa Energetyczna S.A., our audit work has been undertaken so that we might state to the Company's shareholders key audit matters that we are required to state to them in an auditor's opinion and, in respect of reporting, as if International Standard on Auditing 700 (Revised January 2015) applied.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the separate financial statements of the current period. These matters were addressed in the context of our audit of the separate financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on them.
Net book value of shares in subsidiaries as at 31 December 2016: PLN 29,678 million, net book value of non-current financial receivables as at 31 December 2016: PLN 8,848 million, accumulated impairment loss on non-current financial assets as at 31 December 2016: PLN 5,971 million, including inter alia the accumulated impairment loss on the investment in PGE Obrót S.A. of PLN 5,536 million, the accumulated impairment loss on shares in AWSA Holland II BV of PLN 115 million and the accumulated loss on bonds issued by Autostrada Wielkopolska S.A. ("AWSA") of PLN 297 million;
We refer to the financial statements: Note 2.4 "Professional judgment of management and estimates", Note 3.8. "Significant accounting principles applied – Financial assets", Note 5.3 "Financial income and expenses", Note 9.1 "Impairment loss of non-current financial assets", Note 19.1.1 "Trade and other financial receivables", Note 20.5.1. "Credit risk – Trade and other financial receivables".
The PGE Group primarily operates on the domestic electricity market. Consequently, the projected operating cash flows of the PGE S.A.'s subsidiaries are significantly influenced by long-term assumptions concerning prices of electricity and heat, coal, gas, carbon dioxide emission rights and certificates of origin for electric energy, which are characterised by significant variability due to changing market conditions and significant legislative changes in regulations related to the energy sector, inter alia, on support for renewable energy sources and cogeneration, principles regarding construction and taxation of wind farms and prospects for the capacity market. Therefore, the estimation of future operating cash flows is a complex process and requires subjective judgments. The estimates of the recoverable amount of the assets of PGE S.A.'s subsidiaries directly impact the assessment of the recoverable amount of stocks and shares in these companies, bonds acquired and loans granted.
The analysis of the impairment of bonds acquired, issued by entities that are not part of the PGE Group, is exposed to the inherent uncertainty in the assessment of the financial position of these entities due to difficulty in obtaining complete and current information on such. In addition, the bonds held in AWSA are exposed to further uncertainty as a result in a dispute between the Polish Government and AWSA, and the outcome of the proceedings before the European Commission on unlawful state aid.
Our audit procedures in respect of shares in subsidiaries, acquired bonds issued by these entities and loans granted to these entities included, among others:
critically assessing the Company's assumptions and estimates used to determine the recoverable amount of shares in subsidiaries and consequently any impairment losses recognized, including:
testing the Company's discounted cash flow model, with the support of our internal valuations specialists;
assessing macroeconomic assumptions (including those relating to discount rates) by comparing them against external sources of data;
challenging assumptions in respect of prices and volumes.
Our audit procedures in respect of acquired bonds issued by entities that are not part of the PGE Group included, among others, evaluating the reasonableness of management's judgments as to the existence of objective evidence that an impairment loss has been incurred, including an analysis of publicly available information concerning financial assets for which the risk of impairment has been identified (e.g. analysis of financial information and information about the status of disputes).
Management's and Supervisory Board's Responsibility
Management of the Company is responsible for the preparation, on the basis of properly maintained accounting records, of financial statements that give a true and fair view in accordance with International Financial Reporting Standards, as adopted by the European Union and with other applicable regulations. Management of the Company is also responsible for such internal control as management determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management of the Company is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management of the Company either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
According to the Accounting Act, management of the Company and members of the Supervisory Board are required to ensure that the financial statements and the report on the Company's activities are in compliance with the requirements set forth in the Accounting Act.
Members of the Supervisory Board are responsible for overseeing the Company's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are derived from properly maintained accounting records and are free from material misstatement, whether due to fraud or error, and to issue an auditor's opinion and report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with National Standards on Assurance will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with National Standards on Assurance, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
We communicate with members of the Supervisory Board regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide members of the Supervisory Board with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with members of the Supervisory Board, we determine those matters that were of most significance in the audit of the separate financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's opinion unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Management Board's report on activities of PGE Polska Grupa Energetyczna S.A. and the PGE Capital Group
Management of the Company is responsible for the report on the Company's activities.
Our opinion on the separate financial statements does not cover the report on the Company's activities.
As required by the Accounting Act and the Decree of the Ministry of Finance dated 19 February 2009 on current and periodic information provided by issuers of securities and the conditions for recognition as equivalent of information required by the laws of a non-member state (Official Journal from 2014, item 133 with amendments) (the "Decree") we report that the Management Board's report on activities of PGE Polska Grupa Energetyczna S.A. and the PGE Capital Group includes the information required by Art. 49 of the Accounting Act and the Decree and the information is consistent, in all material respects, with the separate financial statements. Furthermore, based on our knowledge about the Company and its environment obtained in the audit, we have not identified material misstatements in the report on the Company's activities.
As required by the Accounting Act and the Decree we report that the statement of corporate governance, which is a separate part of the Management Board's report on activities of PGE Polska Grupa Energetyczna S.A. and the PGE Capital Group, includes the information required by paragraph 91 subparagraph 5 point 4 letter a, b, j and k of the Decree. Furthermore we report that the information identified in paragraph 91 subparagraph 5 point 4 letter c, d, e, f, h and i of the Decree included in the statement of corporate governance, in all material respects:
The regulatory financial information presented in note 25 of the accompanying separate financial statements comprising the statement of financial position as at 31 December 2016 and profit or loss account for the 12 month reporting period then ended, separately for each activity, i.e. trading in electricity, trading in gas, other activities and unallocated items of the Company and other explanatory information comprising a summary of significant accounting policies and the supplementary information and explanations, including allocation principles for assets and liabilities, revenues and expenses to each activity (jointly referred to as "regulatory financial information") has been prepared by management in accordance with basis for preparation described in Notes 2 and 25 of the accompanying separate financial statements to fulfill the requirements of article 44 of the Energy Act dated 10 April 1997 (Official Journal from 2012, item 1059 with amendments) (the "Act"), including within the scope of avoiding discrimination of customers and cross- subsidisation between activities.
In our opinion, the regulatory financial information of PGE Polska Grupa Energetyczna S.A. as at 31 December 2016 and for the 12 month reporting period then ended has been prepared, in all material respects, in accordance with the basis for preparation described in Notes 2 and 25 of the accompanying separate financial statements, and article 44 point 2 of the Act.
The content of the regulatory financial information is determined by regulations of the Act. Our audit did not include an assessment of the adequacy of the information required by law for preparation of the regulatory financial information, particularly within the scope of avoiding discrimination of customers and cross-subsidisation between activities.
On behalf of KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k. Registration No. 3546 ul. Inflancka 4A 00-189 Warsaw
Signed on the Polish original
......................................................... Marta Zemka Key Certified Auditor Registration No. 10427 Limited Liability Partner with power of attorney
7 March 2017 r.
Report on the audit
of the separate financial statements
Financial year ended
31 December 2016
The report on the audit of the separate financial statements for the financial year ended 31 December 2016
This document is a free translation of the Polish original. Terminology current in Anglo-Saxon countries has been used where practicable for the purposes of this translation in order to aid understanding. The binding Polish original should be referred to in matters of interpretation
| 1. 1.1. 1.1.1. 1.1.2. 1.1.3. 1.1.4. 1.2. 1.2.1. 1.2.2. 1.3. 1.4. |
General General information about the Company Company name Registered office Registration in the register of entrepreneurs of the National Court Register Management of the Company Key Certified Auditor and Audit Firm Information Key Certified Auditor information Audit Firm information Prior period financial statements Audit scope and responsibilities |
3 3 3 3 3 3 4 4 4 4 5 |
|---|---|---|
| 2. | Financial analysis of the Company | 6 |
| 2.1. | Summary analysis of the separate financial statements | 6 |
| 2.1.1. | Statement of financial position | 6 |
| 2.1.2. | Statement of profit or loss and other comprehensive income | 7 |
| 2.2. | Selected financial ratios | 8 |
| 3. | Detailed report | 9 |
| 3.1. | Accounting system | 9 |
The report on the audit of the separate financial statements for the financial year ended 31 December 2016 TRANSLATION
PGE Polska Grupa Energetyczna S.A.
ul. Mysia 2 00-496 Warszawa
| Registration court: | District Court for the Capital City of Warsaw in Warsaw, |
|---|---|
| XII Commercial Department of the National Court Register | |
| Date: | 5 November 2001 |
| Registration number: | KRS 0000059307 |
| Share capital as at | |
| the end of the reporting period: | PLN 19,165,048,497.25 |
On 5 September 2016 the General Meeting of PGE Polska Grupa Energetyczna S.A. adopted resolution on the increase of the Company's share capital from PLN 18,697,608,209.00 to PLN 19,165,048,497.25 i.e. by PLN 467,440,207.25 from the Company's reserve capital by increasing the nominal value of series A, B, C, D shares from PLN 10.00 to PLN 10.25. The increase of share capital was registered in National Court Register on 25 November 2016.
The Management Board is responsible for management of the Company.
As at 31 December 2016, the Management Board of the Company was comprised of the following members:
During the period from 1 January 2016 to 31 December 2016 the following changes occurred in the composition of the Management Board:
The report on the audit of the separate financial statements for the financial year ended 31 December 2016 TRANSLATION
After the reporting date, the Supervisory Board decided to recall all Management Board's members on 13 February 2017. At the same time, the Supervisory Board appointed the following individuals to the 10th term of Management Board effective on 14 February 2017: Mr. Henryk Baranowski to the position of President of the Management Board; Mr. Bolesław Jankowski, Mr. Wojciech Kowalczyk, Mr. Marek Pastuszko, Mr. Paweł Śliwa, Mr. Ryszard Wasiłek and Mr. Emil Wojtowicz to the positions of Vice-Presidents of the Management Board.
| Name and surname: | Marta Zemka |
|---|---|
| Registration number: | 10427 |
| Name: | KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k. |
|---|---|
| Address of registered office: | ul. Inflancka 4A, 00-189 Warsaw |
| Registration number: | KRS 0000339379 |
| Registration court: | District Court for the Capital City of Warsaw in Warsaw, |
| NIP number: | XII Commercial Department of the National Court Register 527-26-15-362 |
KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k. is entered into the register of audit firms, maintained by the National Council of Certified Auditors, under number 3546.
The separate financial statements as at and for the financial year ended 31 December 2015 were audited by KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k. and received an unmodified opinion.
The separate financial statements were approved at the General Meeting on 28 June 2016 where it was resolved to distribute the net profit for the prior financial year of PLN 1,767,999,316.86 as follows:
The separate financial statements were submitted to the Registration Court on 4 July 2016.
The report on the audit of the separate financial statements for the financial year ended 31 December 2016 TRANSLATION
The audited Company prepares its separate financial statements in accordance with International Financial Reporting Standards as adopted by the European Union on the basis of the decision of Shareholders' Meeting dated 3 August 2010.
The separate financial statements were audited in accordance with the contract dated 4 November 2014, concluded on the basis of the resolution of the Supervisory Board dated 9 September 2014 on the appointment of the auditor.
We conducted our audit in accordance with section 7 of the Accounting Act dated 29 September 1994 (Official Journal from 2016, item 1047 with amendments) ("the Accounting Act") and International Standards on Auditing as adopted by the resolution dated 10 February 2015 of the National Council of Certified Auditors as National Standards on Assurance.
We audited the separate financial statements at the Company during the period from 21 November 2016 to 25 November 2016 and from 23 January 2017 to 7 March 2017.
Management of the Company is responsible for the preparation, on the basis of properly maintained accounting records, of separate financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and with other applicable regulations. Management of the Company is also responsible for the Report on the Company's activities.
Our responsibility is to express an opinion and to prepare a report on the audit of the separate financial statements based on our audit.
Management of the Company submitted a statement, dated as at the same date as this report, as to the preparation of the separate financial statements that give a true and fair view, which confirmed that there were no undisclosed matters which could significantly influence the information presented in the separate financial statements.
All required statements, explanations and information were provided to us by Management of the Company and all our requests for additional documents and information necessary for expressing our opinion and preparing the report have been fulfilled.
The scope of the work planned and performed has not been limited in any way. The method and scope of our audit is detailed in working papers prepared by us and retained in the offices of the Audit Firm.
The Key Certified Auditor and the Audit Firm are independent of the Company in accordance with the Code of Ethics for Professional Accountants of the International Ethics Standards Board for Accountants' as adopted by the resolution of National Council of Certified Auditors dated 13 June 2011 ("IESBA Code") and the impartiality and independence requirements as described in Art. 56 points 3 and 4 of the Act on Certified Auditors and their Self-Governance, Audit Firms authorized to Audit Financial Statements and Public Oversight dated 7 May 2009 (Official Journal from 2016, item 1000) and have fulfilled other ethical responsibilities in accordance with these regulations and the IESBA Code.
The report on the audit of the separate financial statements for the financial year ended 31 December 2016 TRANSLATION
| Non-current assets Property, plant and equipment 186 0,4 189 0,5 Intangible assets 5 - 7 - Financial receivables 8 848 19,8 6 053 15,3 Derivatives 356 0,8 43 0,1 Available-for-sale financial assets and shares accounted for using the equity method 6 - 3 - Shares in subsidiaries 29 678 66,5 29 469 74,5 Deferred tax assets - - 24 0,1 Total non-current assets 39 079 87,5 35 788 90,5 Current assets Inventories 76 0,2 191 0,5 Trade and other receivables 3 474 7,8 1 043 2,6 Derivatives 9 - 7 - Other current assets 81 0,2 419 1,1 Income tax receivable - - 79 0,2 Cash and cash equivalents 1 932 4,3 2 013 5,1 Total current assets 5 572 12,5 3 752 9,5 TOTAL ASSETS 44 651 100,0 39 540 100,0 31.12.2016 % of total 31.12.2015 % of total PLN '000 000 PLN '000 000 Equity Share capital 19 165 42,9 18 698 47,3 Hedging reserve 149 0,3 (17) 0,1 Reserve capital 13 730 30,8 13 009 32,9 Retained earnings 1 594 3,6 1 764 4,5 Total equity 34 638 77,6 33 454 84,6 Liabilities Non-current provisions 22 - 21 - Loans, borrowings, bonds, cash pooling 8 854 19,8 4 216 10,7 Derivatives 23 0,1 43 0,1 Deffered tax liability 33 0,1 - - Total non-current liabilities 8 932 20,0 4 280 10,8 Current provisions 30 0,1 34 0,1 Loans, borrowings, bonds, cash pooling 704 1,6 1 255 3,2 Derivatives - - 34 0,1 Trade and other payables 189 0,4 307 0,8 Income tax payable 4 - - - Other current non-financial liabilities 154 0,3 176 0,4 Total current liabilities 1 081 2,4 1 806 4,6 Total liabilities 10 013 22,4 6 086 15,4 TOTAL EQUITY AND LIABILITIES 44 651 100,0 39 540 100,0 |
PLN '000 000 | 31.12.2016 % of total 31.12.2015 | PLN '000 000 | % of total |
|---|---|---|---|---|
The report on the audit of the separate financial statements for the financial year ended 31 December 2016 TRANSLATION
| 1.01.2016 - 31.12.2016 PLN '000 000 |
% of total sales |
1.01.2015 - 31.12.2015 PLN '000 000 |
% of total sales |
|
|---|---|---|---|---|
| CONTINUING OPERATIONS | ||||
| Sales revenues | 10 847 | 100,0 | 10 929 | 100,0 |
| Cost of goods sold | (10 157) | 93,6 | (10 012) | 91,6 |
| Gross profit on sales | 690 | 6,4 | 917 | 8,4 |
| Distribution and selling expenses | (46) | 0,4 | (37) | 0,3 |
| General and administrative expenses | (142) | 1,3 | (164) | 1,5 |
| Other operating income | 1 | - | 8 | 0,1 |
| Other operating expenses | (8) | 0,1 | (9) | 0,1 |
| Results from operating activities | 495 | 4,6 | 715 | 6,5 |
| Finance income | 1 439 | 13,2 | 1 285 | 11,8 |
| Finance costs | (260) | 2,4 | (210) | 1,9 |
| Profit before tax | 1 674 | 15,4 | 1 790 | 16,4 |
| Current income tax | (58) | 0,5 | (34) | 0,3 |
| Deferred income tax | (18) | 0,2 | 12 | 0,1 |
| Profit for the period | 1 598 | 14,7 | 1 768 | 16,2 |
| OTHER COMPREHENSIVE INCOME | ||||
| Items, which may be reclassified to profit or loss, including: | ||||
| Valuation of hedging instruments | 205 | 1,9 | 52 | 0,5 |
| Deferred tax | (39) | 0,3 | (9) | 0,1 |
| Items, which will not be reclassified to profit or loss, including: | ||||
| Actuarial gains and losses from valuation of provisions for employee benefits | ||||
| Deferred tax | - - |
- - |
(1) - |
- - |
| Other comprehensive income for the reporting period, net | 166 | 1,6 | 42 | 0,4 |
| Total comprehensive income | 1 764 | 16,3 | 1 810 | 16,6 |
| Net profit and diluted net profit per share (in PLN) | 0,85 | 0,95 |
The report on the audit of the separate financial statements for the financial year ended 31 December 2016 TRANSLATION
| 2016 | 2015 | 2014 | ||
|---|---|---|---|---|
| 1. | Return on sales | |||
| profit for the period x 100% revenue |
14.7% | 16.2% | 56.4% | |
| 2. | Return on equity | |||
| profit for the period x 100% equity - profit for the period |
4.8% | 5.6% | 19.7% | |
| 3. | Debtors' days | |||
| average trade receivables (gross) x 365 days revenue |
20 days | 21 days | 26 days | |
| 4. | Debt ratio | |||
| liabilities x 100% equity and liabilities |
22.4% | 15.4% | 11.4% | |
| 5. | Current ratio | |||
| current assets current liabilities |
5.2 | 2.1 | 10.3 |
The report on the audit of the separate financial statements for the financial year ended 31 December 2016 TRANSLATION
The Company maintains current documentation describing the applied accounting principles adopted by the Management Board to the extent required by Art. 10 of the Accounting Act.
On the basis of the work performed, we have not identified any material irregularities in the accounting system which have not been corrected and that could have a material effect on the separate financial statements. Our audit was not conducted for the purpose of expressing a comprehensive opinion on the operation of the accounting system.
On behalf of KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k. Registration No. 3546 ul. Inflancka 4A 00-189 Warsaw
Signed on the Polish original
.........................................................
Marta Zemka Key Certified Auditor Registration No. 10427 Limited Liability Partner with power of attorney
7 March 2017
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