Annual Report • Dec 31, 2012
Annual Report
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Polyus Gold International Limited ("PGIL") was created following the reorganisation of Open Joint Stock Company ("Polyus Gold") Polyus Gold and KazakhGold Group Limited, which was completed on 25 July 2011. The reorganisation was effected through the acquisition of substantially all of the share capital of Polyus Gold by KazakhGold (previously a subsidiary 65% indirectly owned by Polyus Gold), through a series of transactions, including a Private Exchange Offer for the ordinary shares and American Depositary Receipts ("ADRs") of Polyus Gold and the exercise of options to acquire shares and ADRs of Polyus Gold, held by Polyus Gold's principal shareholders and Jenington International Inc.
Polyus Gold is one of the top 10 gold miners globally by production and the largest gold producer in Russia.
The Group's financial and operational highlights for the year.
Operating principally in Russia's most prolific gold mining provinces and the Far East, Polyus Gold is committed to delivering growth.
A five year summary of the Group's successful growth projects.
The Group's positive history of delivering increased production through a focused approach.
page 14 for Chief Executive's review page 19 for Operational review page 68 for Risk management
In this Annual Report the terms Polyus Gold International ("PGIL") and Group refer to Polyus Gold International Limited together with its subsidiaries, whose financial results are consolidated by Polyus Gold International Limited when preparing the consolidated financial statements in accordance with International Financial Reporting Standards ("IFRS").
In this report percentage movements are based on the audited numbers disclosed in the consolidated financial statements for the year ended 31 December 2012, as well as on unrounded operational numbers, and not on the high-level rounded numbers (i.e. billions or millions of USD or oz) and therefore there may appear to be some inconsistencies due to the rounding of numbers.
More detailed information on the sustainability performance results can be found in the Sustainability Report for the year 2012.
The Group's reports, as well as additional information on sustainability performance, are available on the Company's website www.polyusgold.com
17 Market review
Performance
119 Contacts and advisors
60 HSEC Committee report 61 Directors' remuneration report
64 Directors' report 66 Risk Committee report 68 Risk management
Overview
Performance
Governance
Source: Companies' ocial websites
No.8 in the world
Source: Bloomberg
(2012 production, m oz)
Source: Companies' ocial websites
Latest available disclosure as at 27 March 2013. Source: Companies' ocial websites
Polyus Gold International is the largest gold producer in Russia and one of the top 10 gold miners globally by ounces produced (1.7 m oz of gold production in 2012).
The Group holds the world's third-largest gold reserves, with almost 88 m oz of proven and probable gold reserves underpinning Polyus Gold's sector-leading production growth profile (a 12% increase in gold production from 2011 to 2012).
Our principal operations are located in Russia's most prolific gold mining provinces in Eastern Siberia and the Far East and include five operating mines, alluvial operations and several advanced development projects.
The flagship mine of the Group is Olimpiada, the largest gold mine and one of the largest gold deposits in Russia. The Olimpiada mine contributed 39% of the Group's total gold output in 2012, and represents a 37% stake in the Group's JORC proved and probable reserves and 31% in the Group's measured, indicated and inferred resources.
The Natalka mine, which is currently under construction, is expected to become the largest mine within the Group. The Natalka deposit has 32 m oz of proved and probable reserves and 60 m oz of measured, indicated and inferred resources.
Polyus Gold International has a premium listing on the London Stock Exchange (ticker: PGIL) and is the largest London-listed gold producer by gold output and reserves. The Company is a constituent of the STOXX Europe 600 Index, the FTSE Global Equity Index Series and the FTSE All World Equity Index Series. Additionally, Polyus Gold International's Global Depository Receipts "GDRs" are traded over-the-counter in the US (ticker: PLZLY). As at 31 December 2012, the Group's market capitalisation was approximately USD 10.1 billion.
| Number of shares in issue | 3,032,149,962 |
|---|---|
| Highest share price during 2012, GBP/share | 2.24 |
| Lowest share price during 2012, GBP/share | 1.88 |
| Volume of shares traded during 2012 (LSE), | |
| USD million | 1,557 |
| Share price at 31 December 2012, GBP/share | 2.05 |
| Market capitalisation at 31 December 2012, | |
| USD billion | 10.1 |
| SEDOL | B5WLXH3 |
| ISIN number | JE00B5WLXH36 |
(as at 31 December 2012, %)
1 On 22 February 2013, ONEXIM Group's interest in the Company was purchased by Lizarazu Limited (a company associated with Mr. Mutsoev) and Receza Limited and Wamika Trading Limited companies (associated with Mr. Yushvaev) who now hold 18.5% and 19.3% of the issued share capital of the Company respectively. For more information see Directors' report on page 64.
Note: 1 Gold equivalent production. 2 Gold production for the year ended 30 June 2012.
• EPS grew to 32 US cents (FY 2011: 16 US cents).
• Refined gold sales for the year of 1,685 k oz, a 14% increase on 2011;
• A 15% increase in gold output at Olimpiada due to improvement in recovery rates;
• A significant increase in gold production at Blagodatnoye (+11%) and Kuranakh (+19%) on the back of sustained strong recovery rates and higher processing volumes; and
Note:
1 For the definition and calculation refer to page 43 of this report. 2 For the definition and calculation refer to page 45 of this report.
4 Polyus Gold Annual Report 2012
Our principal operations are located in Russia's most prolific gold mining provinces in Eastern Siberia and the Far East and include five operating mines, alluvial operations and several advanced development projects.
| Exploration | Construction | Production | |||
|---|---|---|---|---|---|
| 3.4 | – | 1.3 | 1.8 | ) | |
| Production | Krasnoyarsk region | Magadan region | Irkutsk region | Yakutia region | Kazakhstan | ||||
|---|---|---|---|---|---|---|---|---|---|
| Olimpiada | Titimukhta | Blagodatnoye | Natalka1 | Alluvials | Verninskoye | Kuranakh | Nezhdaninskoye3 | Kazakhaltyn | |
| JORC Proven and Probable reserves, m oz, 31 December 2012 |
32.1 | 2.2 | 9.9 | 31.6 | 1.7 | 5.8 | 1.6 | – | – |
| Ore processing capacity, mtpa |
8.0 | 2.4 | 6.0 | 10 (Ex) | N/A | 2.2 | 3.6 | 1.0 | |
| 2012 Production, k oz | 653 | 117 | 401 | – | 214 | 46 | 138 | – | 109 |
| 2012 average grade in ore mined, g/t |
3.4 | 2.1 | 2.1 | – | 0.7 (g/m3 ) |
1.8 | 1.3 | – | 3.4 |
| Number of employees, 31 December 2012 |
2,980 | 794 | 1,722 | 8672 | 2,991 | 1,426 | 1,829 | 85 | 4,402 |
| For more information | Page 21 | Page 22 | Page 22 | Page 26 | Page 24 | Page 28 | Page 24 | Page 28 | Page 24 |
| Irkutsk region | |
|---|---|
| Verninskoye | Alluvials |
| 5.8 | 1.7 |
| 2.2 | N/A |
| 46 | 214 |
| 1.8 | $0.7$ (g/m 3 ) |
| 1,426 | 2,991 |
| Page 28 | Page 24 |
Note:
3 Under evaluation, no decision to develop yet.
(Per 200,000 hours worked)
Five year net cash generated from operating activities (USD million)
0
20
10
30
Five year gold sales revenue (USD million)
Five year TCC2 (USD per oz)
Cash margin TCC
Five year Adjusted EBITDA1 (USD million) 1,383
08 09 10 11 12
08 09 10 11 12
0
20
10
30
Five year ore processing capacity (mtpa) 23.2
Note:
1 For the definition and calculation refer to page 43 of this report.
2 For the definition and calculation refer to page 45 of this report.
3 Cash margin is calculated as the difference between weighted-average gold selling price and TCC.
4 For the definition refer to page 113 of this report.
Whilst the Company does have alluvial operations, our main mines are developed through large-scale open pit mining followed by mill processing. This method remains our core area of operational focus.
It is our intention to ensure uninterrupted production growth beyond 2017, whilst continuing to explore for gold in brownfield and greenfield areas in regions where we have existing infrastructure and operations.
Going forward, these three new mines (Natalka, expanded Blagodatnoye and Verninskoye) as well as our flagship mine Olimpiada (36% of the total reserves) will be the main drivers of production growth for the Company. It is expected that all three new mines will have cash costs significantly below the Group's average. Further development of these mines is our top priority, both in the short and mid-term.
In 2013, the Board will be deliberating the Company's broad strategy for the period 2013-2017 and beyond. In the meantime, the Company develops its business on the basis of the following premises:
With such a sizeable resource base underpinning our ambitious growth plans, the Company is now well positioned to deliver growth.
Our operating mines account for nearly 61% of the Company's total reserves as of 1 January 2013 (with almost one third of them at recently launched Blagodatnoye and Verninskoye).
A further 36% are at Natalka which is under development.
The Group's proven and probable reserves increased in the last seven years (from 50.8 m oz as at 1 January 2006 to 87.5 m oz as at 1 January 2013), along with a significant improvement in the quality of the reserves (average grade increased from 1.7 g/t as at 1 January 2006 to 2.1 g/t as at 1 January 2013). We are now #3 globally by gold reserves.
We believe it is the right time to grow organically. The current price of gold provide us with an opportunity to mine deposits which had been considered remote and unpromising just five years ago. In addition, a strong demand for gold has enabled us to put in place an extensive expansion programme.
In December 2011, we launched the Verninskoye mine (2.2 mtpa), bringing the total processing capacity of the Group to 23.2 mtpa. During 2012 Verninskoye was ramping up and is close to reaching its full processing capacity.
The next step will be the start of operations at the giant Natalka mine (10 mtpa), which will become the largest gold mine in Russia. We invested over USD 320 million in this mine in 2012. Total capital expenditure for the first stage of the Natalka mine construction is expected to amount to around USD 1.7-1.8 billion.
The large-scale operation and development of new mines require intensive investments in people and their safety, as well as environmental protection. An improvement in industrial safety and environmental control over our operations remains one of our primary focus areas. During the year we continued operating as a socially responsible Group, focusing on safety at our production facilities and assisting local communities through various sponsorship and charitable programmes.
In 2011, we established a Health, Safety, Environment and Community (HSEC) Committee. I hope that the work of this Committee will help us to introduce efficient control over our safety systems and improve the management of sustainable development.
Please refer to the 2012 Sustainability Report; accident and injury statistics presented there indicate the improvements achieved. However, our safety performance still leaves much room for improvement and we aim to achieve a zero accident and injury rate.
A detailed Sustainability Report has been prepared together with this Annual Report. The 2012 Sustainability Report has been prepared in compliance with the GRI requirements. On 7 March 2013 GRI concluded that the report fulfils the requirements of application level A+.
We remain positive on gold and the gold industry in 2013. The end-February 2013 consensus forecast from leading investment banks supports our position and provides reassuring optimism. At consensus gold price forecast we expect to remain cash positive at the end of 2013, having a capital expenditure programme of over USD 1,500 million planned. We will continue the construction of the Natalka mine in order to complete the full flowsheet in summer 2014.
In March 2012, Mr. German Pikhoya, the current CEO of the Company, was elected to the Board. Mr. Evgueny Ivanov resigned and left the Company and the Board at the same time. I would like to thank Evgueny for many years of successfully serving the Company in his position as CEO and member of the Board. German has 18 years' experience in gold mining, of which 10 years has been with Polyus.
In June 2012, the Company's ordinary shares were admitted to the premium segment of the London Stock Exchange. The UK Corporate Governance Code applicable to us as a premium-listed Company requires higher standards of corporate governance than the jurisdiction where we operate – Russia. Compliance with these requirements is taken seriously by the Board. Throughout the year we enhanced our control over all aspects of our business, through improved reporting, safety procedures, and the risk management system.
The Board believes that the disclosures set out on pages 2 to 47 of this Annual Report provide the information necessary for shareholders to assess the Company's performance, business model and strategy.
I am happy to present Polyus Gold International Limited's Annual Report and I am pleased to talk about our robust operational and financial performance. At the beginning of the reporting year, we had committed to produce 1.6 m oz, and our actual 2012 production was 1.7 m oz, which helped us to achieve record revenues of approximately USD 2.8 billion. We paid a cumulative dividend of 4.1 US cents per share. We closed the year end with USD 680 million of net cash. Over 2012 we invested USD 851 million in capital construction.
We observed a strong demand for gold during the year. The average gold price was 6% higher than in 2011 and 36% higher than in 2010, reaching a record high of USD 1,792 per ounce on 4 October 2012.
Global market trends and recent macroeconomic developments make us believe in the stability of the price of gold in the mid-term future. This stability leads us to concentrate on organic growth, which will strengthen our leading position among London-listed gold producers.
USD680mln Net cash position as of 31 December 2012
Robert Buchan, Chairman of the Board
Having taken all the matters considered by the Board and brought to the attention of the Board during the year into account, we are satisfied that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable.
Independent Directors here play an important role, protecting the interests of minority shareholders. All five Committees of the Board did a good job in 2012 in meeting investors' expectations.
I would like to thank my colleagues on the Board for the time and hard work they devoted to the Company. I would also thank German Pikhoya and his team for their commitment and for the good results achieved in this reporting year.
Chairman of the Board London, 27 March 2013
It is important to mention our new production facility – the Verninskoye mine. It was our key area of focus in 2012. Being launched late-December 2011, it has been ramping up throughout 2012. In 1H 2012 we were running only the gravity concentration circuit and were stockpiling the gravity tailings. In the third quarter we started running the full circuit, including gravity, flotation, leaching and smelting. By the end of the year, Verninskoye was reaching its projected parameters. In 2012 it produced 46 k oz of gold and we aim to more than double its production in 2013.
From being almost a single-mine producer just five years ago, we now have five hard-rock mines and a group of alluvial operations in Russia.
Our production has grown 8% per year since 2008, which we consider to be a very impressive performance.
In 2012, the gold price showed a stable rate of increase from USD 1,598 per oz at the beginning of the year to USD 1,658 per oz at 31 December, reaching levels of over USD 1,780 per oz in February and October with a rollback during the spring and summer periods. Gold sales were also at a good level, amounting to 1,685 k oz on the back of higher production. As a result of these two factors, revenue grew to a record USD 2.8 billion. At the Adjusted EBITDA 2 level, this gold price effect has been offset by Total Cash Costs (TCC) growth. TCC per oz sold amounted to USD 694 per oz, as compared to USD 645 per oz in 2011.
The Group's 2012 Adjusted EBITDA was USD 1,383 million – an impressive 22% growth despite the negative impact from cost inflation.
Other financial indicators were as follows:
In May 2012, the Board approved the Company's Dividend Policy. Under this Policy, the Company aims to pay dividends to an aggregate amount of a minimum of 20% of its annual net profit.
In the reporting year, and based on the 2011 results, the Board recommended and the shareholders approved a dividend payment of 4.1 US cents per share. This means a total payment of USD 124.3 million, which is approximately 21.7% of the profit for 2011 (USD 573 million).
It should be noted that, from 2008, the Company has systematically increased dividend payments.
During April 2013, the Board expects to decide on the dividend for the financial year 2012, taking into account the Company's dividend policy, and will propose this to shareholders.
| 100 | ||
|---|---|---|
| 80 | 2 15 |
|
| 60 | 12 | |
| 40 | 71 | |
| 20 | ||
| 0 | ||
| Kazakhstan | ||
| Verninskoye | ||
| Titimukhta | ||
| Blagodatnoye |
Adjusted EBITDA 2 growth (USD million)
1,383
This year was a year of hard work. We have increased our production by 12%. This has been achieved through the cooperation of the Group's employees over the last few years, their hard work and a focus on achieving results.
In the reporting year, the Group produced 1,678 k oz of gold. The Olimpiada mine continues to be the leading producing mine in our portfolio with a contribution to the Group's total production of 39%.
Along with the progress at our newly commissioned mines, we can see a trend towards geographical diversification of production. Blagodatnoye mine, having just three years' history of operations, produced an impressive result. At the end of 2011, it reached its designed processing capacity and recovery rate, and sustained it during 2012. In 2012, Blagodatnoye produced 401 k oz, which is 24% of total output. In 2010, Blagodatnoye's input into the total production portfolio was 18%, a 26% CAGR in two years.
During August – September 2012, our operations in the Krasnoyarsk region of Russia (Olimpiada, Titimukhta and Blagodatnoye mines) were disrupted by electricity supply shutdowns. These arose as a result of a combination of factors outside our control, but what is important is that, having faced these difficulties, our Krasnoyarsk mines have been able to overcome them. In spite of several supply disruptions over two months, the recovery rate was rapidly re-established. After dropping in July – September, and then recovered by October. For more details please see the "Operational review" in this report.
Alluvial operations in the Irkutsk region were the third largest contributor to the total production – 13% or 214 k oz.
"The Verninskoye mine was our key area of focus in 2012. Launched late-December 2011, it was ramping up through 2012. By the end of the year, Verninskoye was reaching its projected parameters. In 2012, it produced 46 k oz of gold."
Gold production
USD2.8bln
revenue in 2012
German Pikhoya, Chief Executive Officer Note:
1 Decommissioned in April 2011. 2 For the definition and calculation refer to page 43
German Pikhoya Chief Executive Officer
Artem Borisanov Deputy CEO for Strategy and Corporate Development
Elena Bulavskaya Deputy CEO for Corporate Affairs
Alexey Golubenko Head of Yakutia business unit, General Director of OJSC Aldanzoloto GRK
Oleg Ignatov Chief Financial Officer
Evgueni Ivanov (resigned on 30 March 2012) President
Fyodor Kirsanov (appointed on 11 March 2013) Deputy CEO for Procurement
Valeriy Konstantinov Head of Irkutsk alluvial business unit, General Director of OJSC Lenzoloto and CJSC ZDK Lenzoloto
Kyrill Martynov (resigned after sale of Kazakh assets) Head of Kazakhstan business unit, General Director of JSC MMC KazakhAltyn
Nikolay Morozov Deputy CEO for Internal Control
James Nieuwenhuys COO
Yuri Ryndin (resigned on 07 March 2013) Deputy CEO for Procurement
Vyacheslav Sokolov Head of Magadan business unit, General Director of OJSC Matrosov Mine
Alexey Teksler Head of Krasnoyarsk business unit
Igor Tsukurov Head of Irkutsk ore business unit, General Director of OJSC Pervenets
Boris Zakharov Deputy General Director for Engineering and Innovations of CJSC Polyus
We have proved our ability to construct large mines by launching Olimpiada's Mill-3, Blagodatnoye and Verninskoye. We are continuing this track record with Natalka, which should become the largest mine in Russia. All units and equipment have been procured. The construction of the infrastructure, including buildings, dams, roads and foundations, is underway, including the foundation for the future mill.
We placed an order for assembling a massive semi-autogenous grinding mill (SAG mill) and a ball mill. The mills have been assembled and are now on their way to the mine.
As of 31 December 2012, around 1,000 construction staff are on site. This Annual Report provides an overview of the construction work and progress at Natalka.
The project is progressing well, and we expect Natalka to become a key source of production growth for Polyus Gold from 2014 onwards.
German Pikhoya Chief Executive Officer London, 27 March 2013
Note: 1 Dividends payable at the level of OJSC Polyus Gold for 2007-2010 and at the level of Polyus Gold International for 2011.
2 In addition the Group paid about USD 18 million to the minority shareholders of OJSC Polyus Gold, the group of shareholders which did not participate in the reorganisation of OJSC Polyus Gold into Polyus Gold International which closed on 25 July 2011.
Governance
Market review
In addition to its use in jewellery, electronics and dentistry, gold also provides a convenient means of storing wealth for a variety of investors, from individuals to state central banks. In 2012, gold supply to the global market declined slightly due to a lower level of gold recycling, while mine production remained strong. Gold demand from jewellery manufacturers and other industries decreased by 4%, mainly on the back of weakening demand from the Indian market.
This trend was offset by a significant increase in official sector purchases due to central banks actively replenishing their gold reserves. Investment demand was also high and accounted for over a third of total global demand for gold, having slipped by 10% below the 2011 level. Largely supported by investment and official sector demand, the price of gold continued to grow in 2012, with the annual average gold price hitting a record USD 1,669 per oz, up by 6% compared to 2011.
In 2012, global gold supply amounted to 4,453 tonnes, 1% less than in 2011. The slight decrease came mainly from the lower gold recycling volumes.
According to the World Gold Council, global gold production in 2012 was in line with 2011 levels and amounted to 2,848 tonnes. Several of the largest gold-producing countries suffered material losses in gold output, offsetting production increases in other regions. The most substantial drop was recorded in Indonesia which was mainly attributable to drops in output at the large Grasberg mine, as well as at Batu Hijau. South Africa posted a significant decrease in production for the 10th year in a row, as a result of numerous labour strikes across the country and high production costs. Gold output also notably declined in the US, Australia and Brazil.
On the positive side, China demonstrated a 12% year-on-year output growth to 403 tonnes. The growth was largely attributable to toll smelters, who process ore on behalf of other producers, and by-product output by non-ferrous metal producers. Russia, Canada, Ghana, Mexico and Peru also increased gold output in 2012.
Based on 2012 results, Russia maintained its position in the global Top 10 and ranked fourth among the global gold mining industry leaders. According to data from the Russian Union of Gold Miners, mine production in Russia amounted to 218 tonnes, an increase of 7% over 2011 levels, primarily reflecting the ramp-up of operations at the newly commissioned Albyn and Albazino projects, improved performance of the Olimpiada and the Blagodatnoye mines, and the Kubaka and Vysochaishy processing plants.
Another source of gold supply to the global market is recycled gold (gold scrap). In 2012, supply of scrap metal slightly decreased to 1,626 tonnes, but still remained at high levels supported by the favourable price environment. In most regions of the world recycling of gold declined due to consumers having adjusted to high prices, depletion of available scrap metal stocks and anticipation of further price growth. In contrast to this trend, recycling of gold nearly doubled in 2012 in India and grew moderately in Egypt, which partly offset losses in the rest of the world.
The official sector represented by the central banks and the International Monetary Fund has traditionally been another source of gold supply on the global market. However, purchases of gold by the official sector have recently surpassed sales. In 2012, official sector sales fell to 17 tonnes, compared to 59 tonnes in 2011 and 236 tonnes in 2010. The principal sellers of the metal in 2012 were Germany, Russia and Mexico.
4,453tonnes Global gold supply in 2012
2,848tonnes Global gold production in 2012
7%
Russia's growth in production in 2012
Russia Was 4th largest gold producer in 2012
The jewellery industry is the largest consumer of gold on the global market. The highest demand comes from jewellery manufacturers in India and China. In 2012, jewellery demand fell by 3% to 1,908 tonnes in response to gold price growth, which was mostly attributable to the Indian market. Unclear price trends and slowdown in economic growth also had a negative impact on jewellery demand both in India and China. However, Switzerland, Egypt and Russia demonstrated strong growth in jewellery fabrication.
Demand for gold from other industry sectors, such as electronics, dentistry and decorative industries, declined by 5% to 428 tonnes in 2012. Constantly rising prices weaken industrial demand for gold and encourage manufacturers to look for less costly substitutes.
2012 was notable for the escalating interest in gold from the official sector. Such a tendency can be explained by the desire of some countries to diversify state reserves in view of the weakness of the major global currencies, escalation of the sovereign debt crisis and, in some cases, concerns over geopolitical risks. According to data provided by the World Gold Council, net purchases of gold reached
535 tonnes in 2012, up by 17% compared to the previous year. Russia is estimated to have been the principal buyer. Considerable purchases were also made by the central banks of the Philippines, Brazil, South Korea, Kazakhstan, Iraq, Venezuela, Mexico, Paraguay, Ukraine and Belarus.
Investment demand for gold includes the demand for gold bars and coins, medals and financial instruments linked to the gold price (exchange traded funds – ETFs – and similar instruments). Since 2008, demand for gold as an investment tool has been at a remarkably high level. In 2012, investment demand accounted for over a third of the total global demand for gold and amounted to 1,535 tonnes, although this was somewhat lower than in the previous year. Investment in physical bars and coins, being the largest component of investment demand, slightly decreased to 1,256 tonnes as a result of high
price volatility.
Unstable fiscal situations in the EU and US, growing inflationary pressures, negative short-term interest rates and relatively poorly performing markets provided strong motivation to invest in gold. India and China remained the most active investors in physical gold. Among western countries, the largest consumers have traditionally been the US, Germany and Switzerland. Holdings of ETFs and other physically backed funds increased by 279 tonnes in 2012 or 10%, bringing the aggregate gold reserves of these funds to 2,690 tonnes at year end.
In 2012, the gold price experienced high volatility, trading in a range of USD 1,540 to USD 1,792 per oz. The average London afternoon gold price fixing increased for the 11th consecutive year to a record USD 1,669 per oz, up 6% compared to 2011. 2012 opened at USD 1,598 and closed at USD 1,658 per oz, resulting in an intra-year gain of 4%. The key driver of the gold price growth in 2012 remained high investment demand, supported also by the increased interest in gold from the central banks.
The year started with a gold price rally provoked by Standard & Poor's downgrade of the nine Eurozone countries' credit ratings. From late-February gold fell sharply to its lowest level in May on the back of a strengthening of the US dollar, accompanied by net disinvestment in gold in that period. The second rally started in mid-August and peaked in October, driven mainly by sovereign debt concerns, further ratings downgrades and monetary policy easing by the Federal Reserve System and European Central Bank, which resulted in gold performing its traditional role as a store of value. Towards the end of the year the gold market saw a correction largely driven by low market activity, lack of macroeconomic developments and investors' profit taking.
In 2012, the Company produced 1,678 k oz of refined gold, compared to 1,495 k oz in 2011. The growth was achieved as a result of increases in gold output at all the mines located in Russia, including significant increases at the Olimpiada mine (+15%), the Blagodatnoye mine (+11%) and the Kuranakh mine (+19%), and additionally as a result of the launch of the Verninskoye mine.
| Years ended 31 December | |||
|---|---|---|---|
| (in k oz) | 2012 | 2011 1 |
change y-o-y |
| Olimpiada2 | 653.1 | 565.9 | 15 |
| Blagodatnoye | 401.4 | 363.2 | 11 |
| Titimukhta | 116.8 | 109.2 | 7 |
| Verninskoye | 45.6 | 12.8 | 256 |
| Alluvials | 214.0 | 210.0 | 2 |
| Kuranakh | 138.3 | 116.6 | 19 |
| Kazakhstan3 | 109.0 | 117.0 | (7) |
| Total gold production | 1,678.1 | 1,494.7 | 12 |
| change |
|---|
| Years ended 31 December | % change |
||
|---|---|---|---|
| (as indicated) | 2012 | 2011 1 |
y-o-y |
| Total rock moved (thousand m³) | 67,869 | 54,417 | 25 |
| Total ore mined (thousand tonnes) | 24,727 | 21,057 | 17 |
| Total ore processed (thousand tonnes) | 23,123 | 21,403 | 8 |
| Sands washed (million m³) | 9,962 | 9,863 | 1 |
Note:
1 Hereinafter 2011 totals and Irkutsk ore business unit figures include the results of the Zapadnoye mine decommissioned in April 2011 due to depletion of the deposit and processing of ores from Verninskoye and Pervenets deposits at the Pervenets process plant.
2 Total gold production by the Olimpiada mine includes 23 k oz of gold in flotation concentrate sold to a third party.
3 Gold production by Kazakhstan operations in the form of sludge, flotation and gravitation concentrates and other semi-products.
43 29 10
| Jewellery |
|---|
| Bars and coins |
| Technology |
| O cial sector purchases |
| ETFs and similar instruments |
12 6
Source: World Gold Council
countries (2012, %)
| China | 14 |
|---|---|
| Australia | 9 |
| USA | 8 |
| Russia | 8 |
| Peru | 6 |
| South Africa | 6 |
| Canada | 4 |
| Ghana | 3 |
| Indonesia | 3 |
| Mexico | 3 |
| Other | 37 |
Source: USGS
In 2012, the Group moved 67.9 million cubic metres of rock, which is 25% more than in 2011. This was due to increased stripping at the Olimpiada deposit (+49% year-on-year), the Blagodatnoye deposit (+17% year-on-year) and Kuranakh's deposits (+45% year-on-year).
In 2012, the Group mined 24.7 million tonnes of ore, up 17% compared to 21.1 million tonnes in 2011. The increase was primarily due to a 14% increase at the Olimpiada mine, a 12% increase at the Kuranakh mine, significantly higher volumes mined at the Kazakhstan open pit operations and the launch and ramp-up of the Verninskoye mine.
The average stripping ratio for the Company in 2012 increased by 7% over 2011 due to increases in stripping ratios at Olimpiada (+30%), Blagodatnoye (+17%) and Kuranakh (+30%).
In 2012, the Group processed 23.1 million tonnes of ore, which is 8% more than a year ago (2011: 21.4 million tonnes). The increase was mainly due to the launch of the Verninskoye mine and increased volumes processed at the Titimukhta mine.
The Olimpiada mine is located in the Severo-Yeniseisk district of the Krasnoyarsk region of Russia, 500 kilometres north of Krasnoyarsk. Currently two mills (Mills 2 and 3, with a total processing capacity of 8.0 mtpa) process sulphide ores from the Olimpiada deposit. Sulphide ores represent metasomatic ore bodies with rare (3%-4% and up to 10% in the most enriched sections) impregnations of sulphide minerals. The average gold grade of these sulphide ores is 3.5 g/t.
The Olimpiada mine operates as an open pit mine with surface stockpiling. Rock is removed from the pits by excavation and hauling after blasting. The ore is currently processed using the gravity and flotation concentration method with subsequent bio-oxidation of the flotation concentrate and sorption leaching of bioleach product in the CIL process.
In 2012, Olimpiada produced 653 k oz of refined gold (including 23 k oz in the form of flotation concentrate sold to third parties), up by 15% compared to 566 k oz produced in 2011. Gold output increased primarily as a result of improvements in the recovery rates, which were 73.7% compared to 69.1% in 2011.
The improvement was due to a successful optimisation of the bio-leaching facility operation, including increasing operational density, stabilising the oxide bio-slurry dewatering process, extension of the bacterial oxidation plant by the addition of six reactors and increasing the mass pull from flotation.
To ensure uninterrupted operation of the bio-leaching process, the Company installed an additional power transmission line. Reconstruction of a similar overhead transmission line is planned for 2013.
Expansion of the bio-leaching facility was completed in summer 2012. Further improvement of operations at the Olimpiada mine is expected as a result of an ongoing performance optimisation programme, including the installation of additional cooling in summer 2013, full automation of the facility by the end of 2013 and the installation of new bio-oxidation reactor mixers which are currently being tested.
In July 2012, the Olimpiada mine suffered from abnormally torrid weather and in August – September 2012 from electricity supply outages, due to lightning and forest fires. This situation occurred as one of the overhead power supply lines was being upgraded. There were over 20 disruptions in two months, which impacted very negatively on the bio-leaching process and hence the gold recovery. The bio-leaching process is highly sensitive to any stoppages. The recovery rate was improved within a month and increased from 68% in September to 74% in October.
Gold produced at the Olimpiada mine is refined by the Krasnoyarsk Non-Ferrous Metal Works.
In 2012, the Group mined 24.7 million tonnes of ore, up 17% compared to 21.1 million tonnes in 2011 .In 2012, the Group processed 23.1 million tonnes of ore, which is 8% more than a year ago.
Olimpiada mine
| Years ended 31 December | % change |
|||
|---|---|---|---|---|
| 2012 | 2011 | y-o-y | ||
| Total rock moved (in thousand m 3 ) |
24,368 | 16,937 | 44 | |
| including stripping | 21,384 | 14,329 | 49 | |
| Stripping ratio (m³/t) | 2.7 | 2.0 | 30 | |
| Ore mined (in thousand tonnes) | 8,056 | 7,041 | 14 | |
| Average grade in ore mined (g/t) | 3.4 | 3.4 | (2) | |
| Ore processed (in thousand tonnes) | 8,068 | 8,051 | 0 | |
| Average grade in ore (g/t) | 3.4 | 3.4 | 0 | |
| Recovery (%) | 73.7 | 69.1 | 7 | |
| Refined gold production, k oz | 653.1 | 565.9 | 15 |
The Blagodatnoye mine is located in the Severo-Yeniseisk district of the Krasnoyarsk region, 25 km from the Olimpiada mine. The ores of the Blagodatnoye deposit are represented by quartz – micaceous schists with impregnated and vein impregnated sulphide mineralisation.
The Blagodatnoye mine operates as an open pit mine with surface stockpiling. The processing plant at the Blagodatnoye mine was commissioned in 2010; it is based on gravity concentration, flotation and CIL and has a processing capacity of 6.0 mtpa.
In 2012 Blagodatnoye produced 401 k oz of gold compared to 363 k oz in 2011. The 11% increase in production was primarily a result of the continued improvement in recovery rates (86.4% in 2012 compared to 84.5% in 2011) due to the completion of the automation of the processing plant.
The Titimukhta deposit is located 9 km northwest of the Olimpiada deposit. The deposit contains quartz vein and veinlet stockwork. Due to the close proximity of the deposit to the Olimpiada mine, the ores from Titimukhta are processed through the old Olimpiada plant (Mill 1 of the Olimpiada mine).
In May 2012, the Company completed the upgrade of the grinding circuit of the plant (Mill 1) by adding a new ball mill. A revised process flow sheet was also implemented at Mill 1, including gravity separation and production of primary concentrate followed by intense cyanidation of gravity tailings. This resulted in an increase in plant processing capacity from 2.2 mtpa to 2.4 mtpa, with higher volumes of ore being processed (11% increase).
In 2012, Titimukhta produced 117 k oz of gold, 7% more than in 2011.
In December 2011, the Group successfully launched the Verninskoye mine, located in the Bodaibo district of the Irkutsk region of Russia.
In 2012, Verninskoye produced 46 k oz of gold as the ramp-up of the mine continued during the reporting year. In the first half of the year, the plant was operating on a gravity concentration circuit and the gravity concentrate was processed to end product at the existing plant at the Zapadnoye mine. The full circuit (gravity, flotation and leach) was commissioned in the 3Q 2012, and was in a ramp-up mode until the end of the year. In addition, plant automation started in the 4Q 2012 and is expected to be completed in the
spring of 2013.
As a result of the grade-control drilling, the Verninskoye reserves increased as additional low-grade ore was discovered in the pit contours. This ore was mined during the reporting period and stockpiled for processing in the future. This resulted in a decrease in the overall grade of the ore mined, compensated by a lower stripping ratio (decreasing from 2.5 m 3 /t in 2011 to 0.6 m 3 /t in the reporting year).
| Years ended 31 December | % change |
||
|---|---|---|---|
| 2012 | 2011 | y-o-y | |
| Total rock moved (in thousand m 3 ) |
15,355 | 13,522 | 14 |
| including stripping | 13,040 | 11,187 | 17 |
| Stripping ratio (m³/t) | 2.0 | 1.7 | 17 |
| Ore mined (in thousand tonnes) | 6,463 | 6,480 | 0 |
| Average grade in ore mined (g/t) | 2.1 | 2.1 | 2 |
| Ore processed (in thousand tonnes) | 6,499 | 6,505 | 0 |
| Average grade in ore (g/t) | 2.1 | 2.1 | 2 |
| Recovery (%) | 86.4 | 84.5 | 2 |
| Refined gold production, k oz | 401.4 | 363.2 | 11 |
| Years ended 31 December | % change |
||
|---|---|---|---|
| 2012 | 2011 | y-o-y | |
| Total rock moved (in thousand m 3 ) |
2,408 | 2,274 | 6 |
| including stripping | 1,439 | 1,978 | (27) |
| Stripping ratio (m³/t) | 0.6 | 2.5 | (78) |
| Ore mined (in thousand tonnes) | 2,616 | 801 | 227 |
| Average grade in ore mined (g/t) | 1.8 | 2.5 | (27) |
| Ore processed (in thousand tonnes) | 1,324 | 309 | 328 |
| Average grade in ore (g/t) | 2.2 | 1.8 | 22 |
| Recovery (%) | 64.2 | 69.3 | (7) |
| Refined gold production, k oz | 45.6 | 12.8 | 256 |
| Years ended 31 December | % change |
||
|---|---|---|---|
| 2012 | 2011 | y-o-y | |
| Total rock moved (in thousand m 3 ) |
10,211 | 10,374 | (2) |
| including stripping | 9,328 | 9,511 | (2) |
| Stripping ratio (m³/t) | 3.9 | 4.1 | (6) |
| Ore mined (in thousand tonnes) | 2,422 | 2,327 | 4 |
| Average grade in ore mined (g/t) | 2.1 | 2.1 | (1) |
| Ore processed (in thousand tonnes) | 2,131 | 1,920 | 11 |
| Average grade in ore (g/t) | 2.1 | 2.1 | (2) |
| Recovery (%) | 82.2 | 83.8 | (2) |
| Refined gold production, k oz | 116.8 | 109.2 | 7 |
46k oz Gold production
2.2g/t Gold grade
USD151mln CapEx
The Company has several projects under development. The largest is the Natalka project. The Company plans to construct a processing plant with the capacity of 10 million tonnes of ore per annum at Natalka.
A group of alluvial deposits is located in the Bodaibo district of the Irkutsk region of Russia. The Group mines gold using quarrying and dredging techniques. Stripping is performed by walking excavators and bulldozers.
In the reporting period, the Company's alluvial operations produced 214 k oz of gold, which is comparable with 2011 (210 k oz).
The Kuranakh mine is located in the Aldan district of the Republic of Sakha (Yakutia) of Russia. Gold ore is mined from numerous deposits in the Kuranakh ore field. Due to a long history of mining, the deposits of the Kuranakh ore field have been significantly depleted and the central parts of the deposits with the most uniform ore bodies and the highest gold grade have been mined out.
In 2012, Kuranakh produced 138 k oz of gold compared to 117 k oz in 2011. The 19% increase in gold output came on the back of a significant improvement in planning and overall organisational efficiency resulting in higher mining and processing volumes combined with improved recovery rates. We have decreased processing plant downtime, increased annual throughput capacity of the processing plant and reduced the amount of gold in the tailings.
Gold produced at the Kuranakh mine is refined at the Prioksky Non-Ferrous Metals Plant (Ryazan region).
Investments in 2012 were intended to maintain production and to develop infrastructure facilities.
The Kazakhstan business unit includes operating facilities located in the Akmola region of the Republic of Kazakhstan (Aksu, Bestobe, Zholymbet) and the Akzhal deposit in the Eastern Kazakhstan region.
In 2012, the Company's mines in Kazakhstan produced 109 k oz of gold in semi-products, compared to 117 k oz in 2011.
| Years ended 31 December | % change |
||
|---|---|---|---|
| 2012 | 2011 | y-o-y | |
| Sands washed (million m 3 ) |
9,962 | 9,863 | 1 |
| Average grade (g/m³) | 0.7 | 0.7 | 0 |
| Refined gold production, k oz | 214.0 | 210.0 | 2 |
| Years ended 31 December | ||||
|---|---|---|---|---|
| 2012 | 2011 | change y-o-y |
||
| Total rock moved (in thousand m 3 ) |
14,361 | 10,357 | 39 | |
| including stripping | 12,064 | 8,310 | 45 | |
| Stripping ratio (m³/t) | 3.0 | 2.3 | 30 | |
| Ore mined (in thousand tonnes) | 3,984 | 3,558 | 12 | |
| Average grade in ore mined (g/t) | 1.3 | 1.3 | 3 | |
| Ore processed (in thousand tonnes) | 3,735 | 3,376 | 11 | |
| Average grade in ore (g/t) | 1.3 | 1.3 | 3 | |
| Recovery (%) | 86.6 | 85.1 | 2 | |
| Refined gold production, k oz | 138.3 | 116.6 | 19 |
| Years ended 31 December | ||||
|---|---|---|---|---|
| 2012 | 2011 | change y-o-y |
||
| Total rock moved (in thousand m 3 ), including |
1,165 | 952 | 22 | |
| Underground operations | 272 | 254 | 7 | |
| Open pit operations | 893 | 698 | 28 | |
| including stripping | 668 | 590 | 13 | |
| Stripping ratio (m³/t) | 1.2 | 2.4 | (50) | |
| Ore mined (in thousand tonnes), including | 1,187 | 851 | 39 | |
| Underground operations | 646 | 600 | 8 | |
| Open pit operations | 541 | 251 | 115 | |
| Average grade in ore mined (g/t) | 3.4 | 4.7 | (26) | |
| Ore processed (in thousand tonnes), including | 1,365 | 1,243 | 10 | |
| Ore processed at plant | 881 | 894 | (1) | |
| Average grade in ore (g/t) | 3.6 | 3.9 | (9) | |
| Recovery (%) | 82.9 | 83.8 | (1) | |
| Ore processed at heap leaching | 484 | 349 | 39 | |
| Average grade in ore (g/t) | 1.0 | 0.8 | 25 | |
| Refined gold production, k oz | 109.0 | 117.0 | (7) |
Several milestones have to be achieved throughout 2013, to complete the full flowsheet in summer 2014, which include the delivery and installation of processing equipment, construction of the tailing dam and recruitment of the operational team.
A significant part of the earthworks have been completed. We moved 4.7 million cubic metres of rock, as well as continued the earthworks related to the construction of the mill, camp, fuel storage facility, logistics base, car depot and power substation.
In the fourth quarter of 2012, the construction of the ditch for the processing plant building was completed. Concrete works have been completed for the grinding, gravity and flotation sections of the plant. Construction of the foundations and installation of metal structures continues. Installation of bored piles continues at the sites of the desorption section and the gold cash room.
In 2012, we delivered 23 drilling rigs, nine bulldozers, 16 trucks, three front loaders, three vibratory soil compactors and two excavators on site. The total cost of the equipment is approximately USD 80 million.
We also delivered construction equipment (including 45 excavators, 90 bulldozers, 74 trucks, 35 cranes of various types, six drilling rigs, 13 tractors, 12 front loaders
and 814 items of ancillary equipment) at a total cost of approximately USD 130 million.
We placed an order for the assembling of a massive 10.4 X 6.1 semi-autogenous grinding mill (SAG mill) and 8.2 X 14 ball mill, which are respectively the largest- and second-largest in the gold-mining sector. Both mills have an ore throughput rate of over 1.3 thousand tonnes per hour. By the end of January 2013, the mills were assembled. In mid-February 2013, they were freighted to the ship and are now on the way to the mine.
Nearly 1,000 construction workers have arrived on site. Two camps were commissioned, with four more expected to be completed in June 2013. Foundations for three more buildings were built.
In 2012, Natalka capital expenditure amounted to over USD 320 million.
The total capital expenditure for the first stage of the Natalka mine construction are expected to amount to around USD 1.7-1.8 billion, which is somewhat above the initially planned level. The increase is related to labour and materials inflation combined with higher costs in the winter and an increase in equipment purchase expenditure.
Additional investment in the project is expected to be USD 400-425 million, including construction equipment purchase, a temporary construction camp and the installation of the concrete-mixing plant.
The feasibility study for the expansion of the plant processing capacity to 8 mtpa (currently 6 mtpa) was completed and is currently being reviewed by regulators. The expansion project parameters suggest that its launch needs to be synchronised with the start of the construction of the Razdolinskaya-Novaya Eruda power line by the state-owned grid company, which is expected in the first half of 2013.
Automation of technological chain at the Blagodatnoye mine resulted in:
1.4 %
growth in recovery rate
7 % decrease in energy consumption
6 %
Overview
Governance
Financial statements
Exploration was carried out at nine hard rock and 24 alluvial deposits and prospective areas in five regions of Russia: Krasnoyarsk, Magadan, Irkutsk, Sakha (Yakutia) and Chukotka. The total volume of drilling in 2012 was 121.3 thousand metres.
In the fourth quarter of 2012, the Company signed a contract for the design of the power grid from Peleduy to Mamakan, which is important for the development of the Verninskoye mine. The first stage of the grid is expected to be installed in the second half of 2014. The cost of the electricity should be cheaper and in addition, the grid is connected to the federal network which means stability of the power supply. It should provide an option for expansion of the Verninskoye mine. Following the completion of the grid design, which is expected in the summer of 2013, the Group will review the projects for the grid construction and the subsequent expansion of the processing plant from 2.2 mtpa to 3.6 mtpa.
In 2012, the Company started pre-project preparation works, received initial permits, selected contractors for survey works and updated process regulations for the mill construction.
A pre-feasibility study is expected to be completed by mid 2013. Any decision to proceed with development is anticipated to be linked to the approval of the construction of the first stage of the Peleduy-Mamakan grid.
In line with the licence agreement, the project's technological application was submitted for regulatory review in December 2012. A revised feasibility study is expected to be completed in the spring of 2013 and to be reviewed after the receipt of all necessary regulatory approvals.
A feasibility study for the expansion of the mine to 6 mtpa is currently under review.
2012 highlights
31.6m oz Reserves
10mtpa Mill capacity
Note:
1 Advanced stage exploration project, which is classified as exploration and evaluation asset in the consolidated financial statements.
In 2012 the Company performed exploration activities at six projects in the Krasnoyarsk region.
In 2012, preparation of data for a pre-feasibility study continued. A research study aimed at modelling the geologicalgenetic concept of the Olimpiada deposit has been launched, and field operations have been completed.
Exploration has been completed at the Poputninskoe deposit. A pre-feasibility study and reserve estimation report have been submitted to the State Expertise Committee, with a planned audit completion in Q1 2013.
Exploration was completed in 2010. In 2012, the pre-feasibility study was updated according to the recommendations of the State Expertise Committee. Submission of the pre-feasibility study and reserve estimation report to the State Expertise Committee is planned for Q1 2013.
Prospecting, target delineation and drill testing work has continued, consisting of trenching, prospecting and test drilling at three prospective sites.
Prospecting, target delineation and drill testing works have been continued, consisting of detailed soil sampling of outlined anomalies, prospecting and test drilling and trenching at five prospective target sites.
Exploration activity in the region has been focused on three hard rock projects.
Advanced exploration and infill drilling has been completed at the Verninskoye eastern and western extensions to expand the Verninskoye mineable reserves. A few targets were tested by shallow trenching and drilling. Total volume of drilling amounted to 18.7 thousand metres.
Exploration has been completed at the eluvial-deluvial placer covering the main ore body of the deposit.
The first stage of exploration was completed in 2011. The scoping study and resource estimation report were finalised and submitted to the State Expertise Committee for further audit. The project is located close to the Verninskoye mine and ore has the potential to be treated at the Verninskoye processing plant.
In addition to hard rock, the Company has continued exploration into the alluvial deposits of the Irkutsk region. Target delineation and drill testing work have been carried out at 23 licensed sites, and grade control drilling at 11 deposits. The scope of drilling amounted to 38.1 thousand metres for exploration and 8.8 thousand metres for the grade control drilling. As of 1 January 2013, the Company held 103 licences for alluvial gold deposits.
Following the recommendations of the local Ministry of Subsoil Use, the Company continued its pre-feasibility study update and reserves estimation of all deposits in the Kuranakh ore field. Work is planned to be completed in 2013. Estimation of the resources of the low-grade stockpiles is planned to be complete by the end of 2013.
Exploration activity has been concentrated at the Burgakhchan area, a greenfield project consisting of three adjacent licences – Western, Central and Eastern Burgakhchan.
Early stage exploration was launched in 2012, consisting of traversing, soil sampling, ground geophysics (magnetic and IP) and dozer trenching for testing earlier identified anomalies and mineralisation. As a result, two drill targets have been delineated at the Verny and Temny areas, representing coincident geophysical and geochem anomalies, and warranting further exploration.
In 2012, the Company continued exploration work targeted on resources and reserves estimation for open pit and underground mining in the following, mostly brownfield, projects in Central (Aksu, Bestobe, Zholymbet, Yuzhny Karaultobe) and Eastern Kazakhstan (Akzhal).
In total, 51.4 thousand metres have been drilled, including 37.4 thousand metres of diamond and 13.9 thousand metres of KGK drilling.
Exploration at the Aksu deposit was targeted on identification and delineation of oxide ore amenable for open pit mining. Work included trenching and 11.3 thousand metres of diamond drilling. As a result, two ore zones have been identified in the Zapadny and Staratelsky areas, warranting continuation of the work.
Exploration was targeted on the evaluation of the primary ore potential in the western portion of the Centralny area to a depth of 100-250m, and on identification of oxide ore resources within the same area.
The pre-feasibility study for oxide reserves and scoping study for primary ore resources have been completed, agreed with Kazakhstan Subsoil Use Ministry and submitted to the Kazakhstan State Expertise Committee.
Exploration in 2012 was targeted on expanding the resource base for the active Zholymbet mine and was concentrated in five areas.
Exploration was concentrated in three areas and was targeted on drill testing of early outlined mineralisation and IP anomalies.
Exploration work has been completed in three areas, Central (primary ore), and Sergey I and II (oxide), to expand a reserve base for the mine.
121 km Drilled in 2012
USD 47mln
exploration expenses in 2012
In 2011-2012, a JORC-compliant reserves audit was undertaken at Olimpiada, Natalka, Panimba and Razdolinskaya in Russia. According to the audit results, the Group's total proved and probable reserves are 87.5 million ounces of gold. Measured, indicated and inferred resources are 151.9 million ounces.
| Measured | Indicated | Total measured and indicated |
|||||
|---|---|---|---|---|---|---|---|
| Deposit | Ore (million tonnes) |
Grade (g/t) |
Gold (000' ounces) |
Ore (million tonnes) |
Grade (g/t) |
Gold (000' ounces) |
Gold (000' ounces) |
| Operating assets | |||||||
| Olimpiada 1 |
25.6 | 3.8 | 3,168 | 279.7 | 3.4 | 30,385 | 33,553 |
| Blagodatnoye 2 |
3.4 | 2.5 | 271 | 132.8 | 2.4 | 10,230 | 10,501 |
| Titimukhta 3 |
9.7 | 3.1 | 950 | 17.6 | 3.1 | 1,750 | 2,700 |
| Verninskoye 4 |
2.0 | 3.0 | 200 | 72.9 | 2.7 | 6,434 | 6,634 |
| Alluvials 5 |
32.1 | 0.2 | 237 | 169.8 | 0.4 | 2,091 | 2,328 |
| Kuranakh 6 |
1.8 | 1.9 | 106 | 160.4 | 1.2 | 6,447 | 6,553 |
| Total operating assets | 74.6 | 2.1 | 4,932 | 833.2 | 2.1 | 57,337 | 62,269 |
| Projects | |||||||
| Natalka 7 |
464.2 | 1.7 | 25,367 | 309.1 | 1.7 | 17,259 | 42,626 |
| Chertovo Koryto 8 |
4.1 | 1.9 | 247 | 46.4 | 1.8 | 2,742 | 2,989 |
| Panimba & Razdolinskaya 1 |
4.8 | 2.3 | 359 | 21.9 | 3.2 | 2,223 | 2,582 |
| Total projects | 473.1 | 1.7 | 25,973 | 377.4 | 1.8 | 22,224 | 48,197 |
| Total | 547.7 | 1.8 | 30,905 | 1,210.6 | 2.0 | 79,561 | 110,466 |
| Inferred | ||||
|---|---|---|---|---|
| Deposit | Ore (million tonnes) |
Grade (g/t) |
Gold (000' ounces) |
|
| Operating assets | ||||
| Olimpiada 1 |
154.1 | 2.8 | 13,991 | |
| Blagodatnoye 2 |
36.1 | 2.2 | 2,555 | |
| Titimukhta 3 |
3.6 | 2.4 | 270 | |
| Verninskoye 4 |
52.1 | 1.8 | 2,953 | |
| Alluvials 5 |
29.2 | 0.6 | 520 | |
| Kuranakh 6 |
7.3 | 1.5 | 346 | |
| Total operating assets | 282.4 | 2.3 | 20,635 | |
| Projects | ||||
| Natalka 7 |
305.5 | 1.7 | 17,046 | |
| Chertovo Koryto 8 |
2.1 | 1.6 | 109 | |
| Panimba & Razdolinskaya 1 |
44.0 | 2.6 | 3,673 | |
| Total projects | 351.6 | 1.8 | 20,828 | |
| Total | 634.0 | 2.0 | 41,463 |
Note: Reserves and resources of each deposit are indicated in full and include reserves and resources belonging to minority shareholders of Polyus Gold International and its subsidiaries. 1 Audited in October 2011 by Wardell Armstrong International. Competent person: Phil Newal, ARSM, BSc, MCSM, PhD, CEng, FIMMM. The MERs are available on the Group's website. Link to MER on Olimpiada: http://www.polyusgold.com/documents/11319/Olimpiada%20Mineral%20Expert%20Report,%20October%202011.pdf
Link to MER on Panimba & Razdolinskaya: http://www.polyusgold.com/documents/11322/Panimba_Razdolinskaya_Mineral%20Expert%20Report,%20October%202011.pdf 2 Audited in November 2008 by Micon International Co. Limited. Competent Person: Stanley C Bartlett, PGeo. The MER is available at the Group's website:
), gold grade in grams per cubic metre (g/m 3 ). Conversion of sands was based on a ratio
6 Audited in October 2006 by SRK Consulting. Competent person: Mike Armitage. The MER is available at the Group's website: http://www.polyusgold.com/documents/11030/
The Group is committed to complying with the principles of sustainable development and eliminating environmental, health and safety, and community risks. These risks may adversely affect the Group's interaction with stakeholders and the Group's overall efficiency. In 2012, the Company implemented a number of measures in such sustainability areas as: health and safety, employee development, environmental stewardship, stakeholder engagement, sponsorship and charity.
The Group has been consistent in its health and safety approach over the last two years by focusing its initiatives on developing and implementing a health and safety management system; and introducing hazard identification, risk assessment and control procedures. In 2012, the Company conducted the following: an audit to assess the Group's compliance with Occupational Health and Safety and Environmental protection; a Leadership Safety training programme; the Golden Safety Rules; a Zero Fatality initiative; a first-aid training programme for employees; and an incident reporting procedure.
In view of the Group's growth and efforts to develop new investment projects in 2012, the Company focused on attracting, retaining and motivating talented and qualified employees, with special attention being paid to young specialists. The top priorities for 2012 were improving the recruitment system, enhancing the quality of social infrastructure and developing a remuneration and benefits system.
The Company recognises that its operational activities have an impact on the natural and social environment. Therefore the Group is sharpening its focus on environmental management
in its projects and operations. The Group is focusing on key areas such as energy consumption, water use and discharge, land resources and biodiversity, emissions, waste and environmental protection expenditures. Among the key initiatives are: the Water Balance Model for the Natalka project; an Environmental and Social Impact Assessment report for the Natalka project; the Closure and Rehabilitation plans; positions in Corporate HSEC Departments.
With a view to improving stakeholder dialogue, in 2012 the Group engaged a number of consulting companies to carry out an assessment of stakeholder engagement practices at the four Group mines. Following the results of these social audits, specific recommendations on stakeholder engagement and community development for each site were developed.
A core component of the Group's commitment to corporate social responsibility is making a substantial contribution to the social-economic development of regions where the Group operates and to developing local communities. Each year the Group introduces a number of sponsorship and charity initiatives aimed at improving living conditions in surrounding communities. Such initiatives cover a number of areas and have a special focus on children, education and sport.
More detailed information on the sustainability performance results can be found in the 2012 Sustainability Report.
| Proved | Probable | Total proved and probable |
|||||
|---|---|---|---|---|---|---|---|
| Deposit | Ore (million tonnes) |
Grade (g/t) |
Gold (000' ounces) |
Ore (million tonnes) |
Grade (g/t) |
Gold (000' ounces) |
Gold (000' ounces) |
| Operating assets | |||||||
| Olimpiada1 | 25.5 | 3.9 | 3,154 | 262.0 | 3.4 | 28,978 | 32,132 |
| Blagodatnoye2 | 3.1 | 2.3 | 226 | 132.1 | 2.3 | 9,633 | 9,859 |
| Titimukhta3 | 7.7 | 3.3 | 817 | 13.4 | 3.3 | 1,422 | 2,239 |
| Verninskoye4 | 2.1 | 2.9 | 200 | 63.3 | 2.7 | 5,555 | 5,755 |
| Alluvials5 | 12.5 | 0.3 | 128 | 104.8 | 0.5 | 1,603 | 1,731 |
| Kuranakh6 | – | – | – | 31.9 | 1.6 | 1,646 | 1,646 |
| Total operating assets | 50.9 | 2.8 | 4,525 | 607.5 | 2.5 | 48,837 | 53,362 |
| Projects | |||||||
| Natalka7 | 454.5 | 1.6 | 22,802 | 159.4 | 1.7 | 8,801 | 31,603 |
| Chertovo Koryto8 | 3.8 | 1.8 | 218 | 39.8 | 1.8 | 2,352 | 2,570 |
| Total projects | 458.3 | 1.6 | 23,020 | 199.2 | 1.7 | 11,153 | 34,173 |
| Total | 509.1 | 1.7 | 27,545 | 806.6 | 2.3 | 59,990 | 87,535 |
Note: Reserves and resources of each deposit are indicated in full and include reserves and resources belonging to minority shareholders of Polyus Gold International and its subsidiaries. 1 Audited in October 2011 by Wardell Armstrong International. Competent person: Phil Newal, ARSM, BSc, MCSM, PhD, CEng, FIMMM. The MER is available on the Group's website:
http://www.polyusgold.com/documents/11319/Olimpiada%20Mineral%20Expert%20Report,%20October%202011.pdf
http://www.polyusgold.com/documents/11032/Titimukhta%20reserves%20audit,%20June%202008.pdf
5 Audited in October 2006 by Micon International Co. Limited. Ore in thousand cubic metres (m3 ), gold grade in grams per cubic metre (g/m3 ). Conversion of sands was based on a ratio of two metric tonnes per one cubic metre. Competent person: Stanley C Bartlett, PGeo. The MER is available at the Group's website: http://www.polyusgold.com/documents/11075/Lenzoloto%20alluvial%20reserves%20audit,%20December%202006.pdf
Financial statements
We are happy to announce record revenues of USD 2.8 billion in 2012. This growth reflects production of the Verninskoye mine (new facility launched in December 2011), operational improvements at our existing mines (the Olimpiada mine and the Blagodatnoye mine) as well as the strong market environment for gold.
In general, the reporting year was much more profitable than we were expecting in December 2011. We had been conservative with respect to macroeconomic inputs while drafting the Group's budget for 2012. In the year, both the gold price and the Russian rouble ("RUB")/US Dollar ("USD") exchange rate proved more favourable.
Cash costs were under control during the year. A number of measures aimed at restraining costs resulted in lower than expected Total Cash Cost ("TCC") per oz3 sold growth.
The factors mentioned above drove a record Adjusted EBITDA4 of USD 1.4 billion, and profit for the year of USD 981 million.
Due to strong operating cash inflow and a successful placement of the block of treasury
shares, our cash and cash equivalents reached USD 960 million. This also allowed us to borrow three times less than was planned, and pay dividends in line with projections.
"Record revenue, record EBITDA, record profit for the year – USD 2.8 billion, USD 1.4 billion and USD 1.0 billion respectively."
The Group's results are affected significantly by movements in currency exchange rates (principally the US dollar/rouble rate), and the price of gold.
Average rates for these main external market factors for the years ended 31 December 2012 and 2011 were:
The market price of gold is the most significant factor influencing the profitability and operating cash flow generation of the Group. The global gold price is subject to volatile movements over short periods of time. In 2012, the average afternoon gold price fixing in London was USD 1,669 per oz, with gold reaching its lowest level of USD 1,540 per oz on 30 May 2012 and its highest level of USD 1,792 on 4 October 2012.
The Group's revenue from gold sales is denominated in US dollars, whereas most of the Group's operating expenses are denominated in Russian roubles. Accordingly, an appreciation of the Russian rouble against the USD may negatively affect the Group's margins by increasing the USD value of its RUB-denominated costs. Conversely, an appreciation of the USD against the Russian rouble may positively affect the Group's margins by decreasing the USD value of its rouble-denominated costs. In 2012, the average RUB/USD exchange rate increased to RUB 31.09 per USD from 29.39 in 2011. This contributed to a decrease in USD terms for salaries and other expenses denominated in Russian roubles during 2012 in comparison with 2011. The decrease in the closing rate to RUB 30.37 per USD (31 December 2011: RUB 32.20 per USD) led to an increase in the statement of financial position items in USD terms.
The Group was also exposed to Kazakhstan tenge ("KZT")/USD exchange rate movements since the operating expenses of PGIL's mining operations in Kazakhstan are incurred primarily in Kazakh tenge.
| change | ||
|---|---|---|
| 2012 | 2011 | y-o-y1 |
| 19 | ||
| 1,231,992 | 857,640 | 44 |
| 43% | 36% | – |
| 980,526 | 573,203 | 71 |
| 32 | 16 | 93 |
| 2,950,916 | 2,960,311 | – |
| 991,769 | 775,588 | 28 |
| (850,719) | (368,139) | 131 |
| 1,678 | 1,495 | 12 |
| 1,685 | 1,483 | 14 |
| 1,653 | 1,578 | 5 |
| 22 | ||
| 49% | 47% | – |
| 694 | 645 | 8 |
| Years ended 31 December 2,848,105 2,402,710 1,382,967 1,131,863 |
Note: 1 y-o-y – year-on-year.
2 The weighted average number of shares changed following the sale of treasury shares on 10 May 2012, which resulted in the increase in the number of shares outstanding and therefore the average number for the year. At 31 December 2011 the number of shares outstanding was 2,805,190 thousand having decreased from 3,082,656 thousand a year ago as a result of the completion of the RTO procedures. Following the sale of treasury shares on 10 May 2012, the number of shares outstanding increased to 3,032,150 thousand.
3 For the definition and calculation refer to page 45 of this report.
4 For the definition and calculation refer to page 43 of this report.
| Years ended 31 December | % change |
||
|---|---|---|---|
| Average price/ rate | 2012 | 2011 | y-o-y |
| Average afternoon gold price | |||
| fixing (USD per oz)1 | 1,669 | 1,572 | 6 |
| Average RUB/USD rate2 | 31.09 | 29.39 | 6 |
| Year end RUB/USD rate | 30.37 | 32.20 | (6) |
| Average KZT/USD rate3 | 149.11 | 146.62 | 2 |
| Year end KZT/USD rate | 150.74 | 148.40 | 2 |
Note:
1 Source: London Bullion Market Association.
2 Source: The Central Bank of Russia.
3 Source: The National Bank of Kazakhstan.
This Financial review has been prepared solely to provide additional information to shareholders. The review should not be relied on by any other party or for any other purpose. The review contains certain forward-looking statements. These statements are made by the Directors in good faith based on the information available to them up to the time of their approval of this report but such statements should be treated with caution due to the inherent uncertainties, including risk factors, underlying any such forward-looking statement. The review represents management's opinion in relation to the Group's operating and financial results.
In this Financial review percentage movements are based on the audited numbers disclosed in the consolidated financial statements for the year ended 31 December 2012, as well as on unrounded operational numbers, and not on the high level rounded numbers (i.e. billions or millions of USD or oz) and therefore there may appear to be some inconsistencies due to the rounding of numbers.
For more information please refer to Note 2 to the consolidated financial statements for the year ended 31 December 2012.
The following table shows the results and breakdown of the Group's gold sales for the years ended 31 December 2012 and 2011:
| Years ended 31 December | ||||
|---|---|---|---|---|
| 2012 | 2011 | change y-o-y |
||
| Gold sales (USD thousands) | 2,784,499 | 2,340,650 | 19 | |
| Gold sales (k oz) | 1,685 | 1,483 | 14 | |
| Gold sales in the domestic market (USD thousand)1 | 2,643,340 | 2,188,271 | 21 | |
| Gold sales in the domestic market (%) | 95 | 93 | 2 | |
| Export gold sales (USD thousand)2 | 141,159 | 152,379 | (7) | |
| Average realised gold price (USD per oz) | 1,653 | 1,578 | 5 | |
| Average afternoon gold price fixing (USD per oz)3 | 1,669 | 1,572 | 6 | |
| (Deficit)/excess of average realised price compared to average afternoon gold price | ||||
| fixing (USD per oz) | (16) | 7 | (346) |
Note:
1 Sales on the domestic market comprise sales by the Group's Russian subsidiaries on the Russian market and by the Kazakhstan business unit on the Kazakhstan market.
2 Export sales comprise sales by the Kazakhstan business unit to foreign customers.
3 Source: London Bullion Market Association.
In 2012, the Group's gold sales amounted to USD 2,784,499 thousand, showing an increase of 19% compared to 2011. The increase in gold sales resulted from a combination of higher realised gold prices and increased sales volumes.
The sales volume in 2012 was 1,685 k oz, including 1,571 k oz sold by the Group's mines in Russia in the form of refined gold and flotation concentrate, as well as 114 k oz of gold sold by the Kazakhstan business unit in the form of sludge, flotation and gravitation concentrates and other semi-products. The 2011 sales volume was 1,483 k oz, including 1,369 k oz of refined gold sold by the Group's mines in Russia and 113 k oz of gold sold by the Kazakhstan operations in the form of sludge, flotation and gravitation concentrates and other semi-products.
In 2012, the weighted-average realised gold price was USD 1,653 per oz, a 5% increase compared to 2011. This was USD 16 per oz lower than the average afternoon gold price fixing on the London market, because of seasonal factors (alluvial deposits) and sales of semi-products produced by the Krasnoyarsk and Kazakhstan business-units. The Group sells semi-products with a discount to the market. This negatively affected the weighted-average realised gold price in both the years ended 31 December 2011 and 2012.
In the first quarter 2012, where the gold spot price was higher than average for the year, volumes of gold sold were low as alluvials were not in operation. Higher volumes of sales were achieved between June and August 2012, when the alluvials production reached its highest level. At that time, the average afternoon gold price fixing was relatively low (see graph below). In August and September 2012 the gold spot price increased, but the sales volumes were interrupted by lower production of the Olimpiada mine, which in turn was a result of electricity outages (please see section Operational results by mine of the Annual Report). In October 2012, the average afternoon gold price fixing was still high, but the weighted-average realised gold price was undermined by one-off sales of flotation concentrate produced by the Krasnoyarsk business unit.
Gold sales volumes by mine for the years ended 31 December 2012 and 2011(k oz)
31 December 2012
In 2011, the weighted-average realised gold price was USD 6 per oz higher than the average afternoon gold price fixing, since over 32% of the Group's total sales of gold by volume were done in the third quarter of the year, when the gold price was higher than the average for the year as a whole.
In 2012, 39% of the Group's gold sales came from the Olimpiada mine:
| Krasnoyarsk BU | Yakutia BU Irkutsk ore BU | Irkutsk | alluvial BU Kazakhstan BU | Others | ||||
|---|---|---|---|---|---|---|---|---|
| Olimpiada1 | Titimukhta Blagodatnoye | Kuranakh | Verninskoye | Alluvials | Kazakhaltyn | |||
| Gold produced (k oz) | 653 | 117 | 401 | 138 | 46 | 214 | 109 | |
| Gold sold (k oz)2 | 654 | 117 | 402 | 138 | 46 | 214 | 114 | |
| Gold sales (USD mln) | 1,087 | 195 | 667 | 230 | 76 | 364 | 166 | |
| Other sales (USD mln) | – | – | – | 4 | 2 | 8 | 2 | 48 |
| Total sales (USD mln) | 1,087 | 195 | 667 | 234 | 78 | 372 | 168 | 48 |
Note:
1 Includes sales of flotation concentrate.
2 Mines of Krasnoyarsk business unit have a single metal collecting office, therefore gold sales volumes are broken down proportionally to refined gold production.
The following table shows sales breakdown by type and by mine in 2012:
Cash operating costs increased from USD 1,002,816 thousand in 2011 to USD 1,208,668 thousand in 2012. This 21% increase resulted mainly from:
• higher labour costs: these costs increased by 33% to USD 373,431 thousand, with the Krasnoyarsk and Irkutsk ore business units being the major contributors to the payroll cost growth. At the beginning of 2012, the Group initiated the indexation of salaries for operating employees. The average indexation level (payroll increase) was 6%, varying from 3% in the Magadan business unit to 13% in the Krasnoyarsk business unit. Moreover, the growth in labour expenses was driven by changes in the estimation of annual bonuses for the performance results for the 12 months of 2012, the launch of the Verninskoye mine in December 2011, as well as an increase in personnel in the Magadan business unit;
Amortisation and depreciation of operating assets Amortisation and depreciation of operating assets increased 3% and amounted to USD 190,387 thousand in 2012, which is explained by the launch of the new Verninskoye mine.
The cost of gold sales increased from USD 1,143,033 thousand in 2011 to USD 1,361,827 thousand in 2012, mainly as a result of growth in cash operating costs.
The following table shows the results of the Group's cost of gold sales for the years ended 31 December 2012 and 2011:
| Years ended 31 December | % change |
||
|---|---|---|---|
| USD'000 | 2012 | 2011 | y-o-y |
| Cash operating costs | 1,208,668 | 1,002,816 | 21 |
| Amortisation and depreciation of operating assets | 190,387 | 184,067 | 3 |
| Total cost of production | 1,399,055 | 1,186,883 | 18 |
| Increase in gold-in-process and refined gold | (37,228) | (43,850) | (15) |
| Cost of gold sales | 1,361,827 | 1,143,033 | 19 |
In 2012 total metal inventories increased from 1,130 k oz at the beginning of the reporting year to 1,364 k oz as at the end of 2012. This was mainly related to the increase in ore stockpiles, at the Krasnoyarsk business unit, which contained 1,130 k oz of gold, as compared to 867 k oz at the beginning of the reporting year. Total increase in metal inventories equalled 234 k oz. The various types of metal inventories are valued using different approaches. Refined gold is valued at the average cost of production per saleable unit of metal. Work-in-process, metal concentrate and doré are valued at the average production costs at the relevant stage of production. The money equivalent value of this increase equalled USD 37,228 million.
The table below shows metal inventories (in oz of gold) for the Group's Russian subsidiaries for the years ended 31 December 2012 and 2011:
| K oz |
|---|
| Years ended 31 December | ||||
|---|---|---|---|---|
| K oz | 2012 | 2011 | change y-o-y |
|
| Krasnoyarsk business unit | 1,152 | 1,097 | 5 | |
| Stockpiles | 965 | 852 | 13 | |
| Gold-in-process | 172 | 228 | (25) | |
| Refined gold | 15 | 17 | (11) | |
| Yakutia business unit | 17 | 23 | (29) | |
| Stockpiles | 3 | 15 | (80) | |
| Gold-in-process | 14 | 8 | 65 | |
| Refined gold | – | – | – | |
| Irkutsk ore business unit | 194 | 8 | 2,349 | |
| Stockpiles | 162 | – | 100 | |
| Gold-in-process | 32 | 8 | 292 | |
| Refined gold | – | – | – | |
| Irkutsk alluvial business unit | 1 | 1 | (32) | |
| Stockpiles | – | – | – | |
| Gold-in-process | – | – | – | |
| Refined gold | 1 | 1 | (32) | |
| Total | 1,364 | 1,130 | 21 |
In 2012, the Group's selling, general and administrative expenses increased from USD 225,618 thousand to USD 267,903 thousand. This increase resulted mainly from:
In 2012, the Group's administrative labour costs increased by 23% to USD 142,569 thousand.
The increase is related to the increase in bonus payments for the FY2011 results (calculated proportionately to the actual bonus paid for FY2011), including bonus payments to the senior management team which were higher than in 2011, as well as to the launch of the Verninskoye mine. In addition, there was an increase in the average number of administrative personnel at the Yakutia (Kuranakh) and Krasnoyarsk business units, as well as indexation of salaries from the beginning of 2012.
The following table shows the components of taxes, other than mining and income taxes for the years ended 31 December 2012 and 2011:
| Years ended 31 December | |||||
|---|---|---|---|---|---|
| USD'000 | 2012 | 2011 | change y-o-y |
||
| Property tax | 19,353 | 20,661 | (6) | ||
| VAT | 1,405 | 2,167 | (35) | ||
| Tax on dividends | 38,090 | 16,388 | 132 | ||
| Other taxes | 3,378 | 3,414 | (1) | ||
| Total | 62,226 | 42,630 | 46 |
In 2012, the Group accrued USD 62,226 thousand in federal and regional taxes other than tax on mining and income tax, compared to USD 42,630 thousand in 2011. Property tax charges were broadly at the level of the previous year. Tax on dividends increased 132% to USD 38,090 thousand mainly due to the increase in dividends accrued by OJSC Polyus Gold in a favour of PGIL and Jenington International (accrued USD 376,564 thousand in 2012 and USD 159,809 thousand in 2011).
The Group incurred USD 30,279 thousand of costs related to professional services, reflecting payments for advisory services provided to the Group with regard to the obtaining of the premium listing on the London Stock Exchange and negotiations related to the sale of PGIL's operating subsidiaries in Kazakhstan and Romania, as well as an increase in software and maintenance costs. Audit and audit related service payments decreased by 47%.
The level of borrowings decreased 56% from 31 December 2011 to 31 December 2012. This fall results from the repayment of the Senior Notes with a consideration of USD 200,000 thousand and the Gold Lion loan settlement with a consideration of USD 34,160 thousand. Both loans had high interest rates – 9.875% and 10%. During the reporting year, the Group obtained several new loans with significantly lower effective interest rates. This resulted in a decrease in interest expenses of 28%, from USD 31,241 thousand to USD 22,648 thousand. In addition, there was a one-off debt modification expense recognised in 2011 of USD 26,928, which was a result of the early redemption of the Senior Notes. These two factors (adjusted for unwinding of discounts and other items) were the main drivers for the 51% decrease in finance costs.
In 2012, the Group also repaid the VTB credit facility with a total consideration of USD 230,000 thousand and Société Générale credit facility with a total consideration of USD 230,000 thousand.
Note:
1 Debt outstanding recognised at fair value and carried at amortised cost (as shown in the Group's statement of its financial position). Actual debt outstanding was USD 349,477 thousand as at 31 December 2012 and USD 794,160 thousand as at 31 December 2011. 1 Profit for the year, where USD 50,847 thousand is attributable to non-controlling interest and USD 929,679 thousand to the shareholders of the Company.
In its own analysis of the Group's results, the Group uses key performance indicators that are not measures defined by IFRS.
2 Loss from change in fair value of available-for-sale investments. 1,177 1,500 0 900 300 600 1,500 1,200 Adjusted EBITDA 2011 Revenue (realised price growth) Revenue (sales volumes growth) TCC growth Other Adjusted EBITDA 2012 1,383 125 319 (213) 1,383 1,132 20
"Adjusted EBITDA" is defined by the Group as profit before finance costs, income tax, income/(losses) from investments, depreciation, amortisation and interest, and is further adjusted for certain items included in the table below. The Group has made these adjustments in calculating Adjusted EBITDA to provide a clearer view of the performance of its underlying business operations and to generate a metric that it believes will give greater comparability over time with peers in its industry. The Group believes that Adjusted EBITDA is a meaningful indicator of its profitability and performance. This measure should not be considered as an alternative to profit for the year and operating cash flows based on IFRS and should not necessarily be construed as a comprehensive indicator of the Group's measure of profitability or liquidity. rest to the non-controlling shareholders of the subsidiaries of the Company. Income for the year has been adjusted for the items that have not been realised during the reporting year and therefore bypass the income statement – losses from available-for-sale investments and currency translation effect. The total adjustment recorded equals USD 196,011 thousand, which gives a total comprehensive income for 2012 of USD 1,176,537 thousand, with USD 1,108,189 attributable to the shareholders of the Company. The main adjustment relates to the positive currency effect due to RUB depreciation against the USD.
The Group has a recorded income for the year of USD 980,526 thousand, with approximately 94.8% (or USD 929,679 thousand) attributable to the shareholders of the parent company and the
(USD million)
The Group presents the financial items "total cash costs" ("TCC") and "total cash cost per oz sold" which have been calculated and presented by management as the TCC presentation is common industry practice, although its calculations of these items may differ from those of its industry peers. These items are non-IFRS measures. An investor should not consider these items in isolation or as alternatives to the cost of sales, profit for the year attributable to shareholders of the parent company, net cash generated from operating activities or any other measure of financial performance presented in accordance with IFRS.
Total cash costs per oz sold are the total attributable cash costs divided by the attributable oz of gold sold during the period.
In 2012, the TCC per oz sold increased by 14% on a rouble basis. The increase of 8% on a USD basis was lower due to the strengthening of the US dollar relative to the Russian rouble.
During 2012, total cash costs were affected mainly by a material increase in costs resulting primarily from salaries indexation, an increase in the average number of personnel, increased prices for some materials and components and an increase in mining tax charges due to the higher gold price (refer to "Cost of gold sales"). Despite improvements in the Group's mine processing efficiency, the increase in gold production and sales volumes was not sufficient to offset the inflation of costs, which led to an increase in the Group's TCC indicator.
TCC per oz sold growth structure in 2012
(USD per oz)
The following table sets forth the Group's Adjusted EBITDA for the years ended 31 December 2012 and 2011:
| Years ended 31 December | % change |
||
|---|---|---|---|
| USD'000 | 2012 | 2011 | y-o-y |
| Profit for the year | 980,526 | 573,203 | 71 |
| + Income tax | 257,249 | 210,850 | 22 |
| + Depreciation and amortisation of property, plant and equipment for the year | 195,858 | 190,081 | 3 |
| + Finance costs | 34,791 | 71,403 | (51) |
| – Interest income on bank deposits | (35,757) | (16,252) | 120 |
| – Gain on disposal of investments | (581) | (17,023) | (97) |
| + Loss from investments in listed companies held for trading | 378 | 20,984 | (98) |
| – Foreign exchange (gain)/loss | (4,614) | 5,814 | (179) |
| + Loss from disposal of property, plant and equipment and capital construction in progress | 3,684 | 5,933 | (38) |
| + Impairment of property, plant and equipment and exploration and evaluation assets | 36,785 | 78,209 | (53) |
| + Change in fair value of derivative | – | 8,661 | (100) |
| – Gain on loan cancellation and share purchase agreement termination | (79,084) | – | – |
| – Gain on disposal of subsidiaries | (6,268) | – | – |
| Adjusted EBITDA | 1,382,967 | 1,131,863 | 22 |
The Group's Adjusted EBITDA increased 22% compared to 2011, mainly due to higher realised gold prices combined with increased sales volumes.
The following table shows the breakdown of Adjusted EBITDA for the years ended 31 December 2012 by business unit:
| Business unit | |||||||
|---|---|---|---|---|---|---|---|
| USD'000 | Krasnoyarsk | Yakutia | Irkutsk ore | Irkutsk alluvial | Kazakhstan | ||
| Profit for the year | 483,418 | 46,969 | 30,998 | 73,118 | 411 | ||
| + Income tax | 193,646 | 14,362 | 1,996 | 30,553 | 10,836 | ||
| + Depreciation and amortisation of property, plant and equipment for the year |
118,463 | 16,077 | 13,233 | 13,383 | 21,036 | ||
| + Finance costs | 4,469 | 2,656 | 3,181 | 418 | 33,972 | ||
| – Interest income on bank deposits | 322,474 | 10,720 | (211) | 31,729 | (23) | ||
| – Gain on disposal of investments | – | – | – | – | – | ||
| + Loss from investments in listed companies held for trading | (35) | – | – | – | – | ||
| – Foreign exchange (gain)/loss | 10,242 | 75 | (5,553) | (13) | 7,412 | ||
| + Loss from disposal of property, plant and equipment and capital construction in progress |
3,161 | 262 | (1) | (25) | 525 | ||
| + Impairment of property, plant and equipment and exploration and evaluation assets |
99 | – | 1,189 | 212 | 21,529 | ||
| – Gain on disposal of subsidiaries | – | (65) | (295) | – | (15,742) | ||
| Adjusted EBITDA | 1,135,937 | 91,055 | 44,538 | 149,375 | 79,956 |
The Group's operating business units consolidated Adjusted EBITDA was USD 1,500,861 thousand, which adjusted for consolidation and for the results of the other companies of the Group gives USD 1,382,967 thousand.
The following table shows the Group's TCC for the years ended 31 December 2012 and 2011:
| % | |||
|---|---|---|---|
| Years ended 31 December | change | ||
| USD'000, unless otherwise indicated | 2012 | 2011 | y-o-y |
| Cost of gold sales | 1,361,827 | 1,143,033 | 19 |
| – Property, plant and equipment amortisation and depreciation | (190,387) | (184,067) | 3 |
| – Provision for annual vacation payment | (5,705) | (1,620) | 252 |
| – Employee benefit obligations cost | (2,369) | (3,774) | (37) |
| – Change in allowance for obsolescence of inventory | 1,815 | (2,819) | (164) |
| + Non-monetary changes in inventories1 | 4,426 | 5,956 | (26) |
| Тotal cash costs | 1,169,607 | 956,709 | 22 |
| Gold sales (K oz) | 1,685 | 1,483 | 14 |
| TCC (USD per oz) | 694 | 645 | 8 |
| TCC (RUB per oz) | 21,579 | 18,964 | 14 |
Note:
1 "Non-monetary changes in inventories" is a calculation to estimate the non-cash portion of costs included in the change in the amount of inventory, primarily representing depreciation and amortisation.
Cash flows and net increase in cash for the years ended 31 December 2012 and 2011
(USD million)
In 2012, the Group generated profit before income tax in the amount of USD 1,237,775 thousand, compared to USD 784,053 thousand in 2011. The increase in profit before taxation resulted from a combination of the increased selling prices and higher gold sales volumes. Operating cash flow before working capital changes was USD 1,414,625 thousand, which was 21% more than in the previous year. In 2012 the Group made significant investments in working capital; inventories increased by USD 155,242 thousand. Net cash generated from operating activities increased from USD 775,588 thousand in 2011 to USD 991,769 thousand in 2012.
In 2012, the Group spent USD 763,789 thousand on investing activities, while in 2011 it spent USD 270,546 thousand. The largest spending during the reporting year comprised capital expenditure (purchase of PP&E) totalling USD 750,224 thousand, compared to USD 343,037 thousand in 2011. This outflow was partly offset by the proceeds from the sale of investments in securities, the proceeds from the disposal of the Romanian assets and interest received.
Cash inflow from financing activities in 2012 totalled USD 35,972 thousand compared to an outflow of USD 134,958 thousand in 2011. The proceeds from the placement of the block of treasury shares and the drawdown of new loans (total USD 897,839 thousand) were almost fully offset by the outflow for loan repayments and dividends (totalling USD 861,867 thousand).
Capital expenditure represents the Group's purchase of property, plant and equipment.
In 2012, Group capital expenditure amounted to USD 850,719 thousand, an increase of 131% as compared with 2011.
The major part of the funds was invested in the construction of the Natalka mine and the assembling of the full circuit at the Verninskoye mine.
Note:
Net debt is defined as short-term and long-term debt less cash and cash equivalents and short-term bank deposits. Short-term bank deposits with an original maturity of more than three months can be withdrawn on demand and therefore have the same liquidity as cash and cash equivalents. Net debt should not be considered as an alternative to current and non-current loans and borrowings and should not necessarily be construed as a comprehensive indicator of the Group's measure of liquidity.
The following table sets forth the Group's net debt as at 31 December 2012 and 2011:
| Years ended 31 December | % change |
||
|---|---|---|---|
| USD'000 | 2012 | 2011 | y-o-y |
| Non-current borrowings | 160,792 | 123,048 | 31 |
| + Current borrowings | 187,555 | 675,632 | (72) |
| – Cash and cash equivalents | (959,932) (657,448) | 46 | |
| – Bank deposits | (68,286) | (12,175) | 461 |
| Net debt (cash and | |||
| bank deposits) | (679,871) | 129,057 | (627) |
In 2012 the Group spent USD 46,738 thousand on exploration, which is 47% higher than in 2011. Most of the exploration expenses in 2012 related to drilling, sampling and evaluation, as well as the reserves and resources audit performed.
The table below presents total exploration expenses (additions to exploration and evaluation assets) broken down by deposit for the years ended 31 December 2012 and 2011:
| Years ended 31 December | % change |
||
|---|---|---|---|
| USD'000 | 2012 | 2011 | y-o-y |
| Nezhdaninskoye | 19,108 | 7,508 | 154 |
| Kazakhaltyn assets | 4.977 | 10,159 | (51) |
| Smezhny | 3,961 | – | – |
| Verkhne-Kadrinskaya | 3,801 | 1,532 | 148 |
| Razdolinskaya | 3,559 | 754 | 372 |
| Vangashskaya | 3,271 | 2,127 | 54 |
| Burgakhchan | 3,109 | 1,607 | 93 |
| Others | 4,952 | 8,006 | (38) |
| Total exploration | |||
| expenses | 46,738 | 31,694 | 47 |
A significant part of the Group's exploration expenses were related to the Nezhdaninskoye deposit where the Group performed survey and project works.
Exploration expenses incurred in the reporting year are expensed for those areas where the Group has not obtained a licence, and capitalised for those areas where the Group has been granted a licence. Exploration and evaluation expenditure is capitalised when the exploration and evaluation activities have not reached a stage that permits a reasonable assessment of the existence of commercially recoverable gold resources. At the end of the year, exploration and evaluation assets accrue as a result of additions adjusted for impairment of exploration and evaluation assets, disposals, transfers from mining assets and currency effect.
The table below presents accumulated exploration expenses (additions to exploration and evaluation assets) broken down by deposit as at 31 December 2012 and 2011:
| Years ended 31 December | |||||
|---|---|---|---|---|---|
| USD'000 | 2012 | 2011 | change y-o-y |
||
| Nezhdaninskoye | 249,924 | 217,316 | 15 | ||
| Panimba | 28,818 | 25,935 | 11 | ||
| Razdolinskaya | 26,907 | 21,946 | 23 | ||
| Olimpiada | 23,983 | 21,604 | 11 | ||
| Others | 137,637 | 113,045 | 22 | ||
| Accumulated exploration | |||||
| and evaluation assets | 467,269 | 399,846 | 17 |
In assessing its going concern status, the Directors have taken account of the Group's financial position, expected future trading performance, its borrowings and available credit facilities and its capital expenditure commitments and plans, together with other risks facing the Group, including the gold price. After making appropriate enquiries, the Directors consider that the Group has adequate resources to continue in operational existence for at least the next 12 months from the date of these consolidated financial statements and that it is appropriate to adopt the going concern basis in preparing these consolidated financial statements.
Production outlook for the year ending 31 December 2013 Based on the results for 2012, the Group confirms its FY 2013 production guidance of 1.6-1.7 m oz. This guidance assumes further ramp-up of the Verninskoye mine, and further improvement in recovery rates at the Olimpiada and Titimukhta mines. Given the seasonality of alluvial mines, we expect that our production will be split 45-50%/50-55% between the first and second halves of the year, with correspondingly higher cash costs in the second half of the year. Other mines are assumed to show broadly the same production results as in 2012.
The Group will focus on optimising the capacity utilisation at the Blagodatnoye mine, where design parameters of the plant were significantly exceeded in the reporting year. Furthermore, the Group will be looking for an optimal balance between production and cash costs at the alluvials, reducing production from higher-cost deposits, which is expected to have a positive impact on the alluvials cash costs.
Oleg Ignatov Chief Financial Officer 27 March 2013
Overview
Last year, we started a new era in the Company's corporate history. On 19 June 2012, Polyus Gold shares were admitted to the premium listing segment of the Official List maintained by the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities. This became the most important corporate event for the Company in 2012.
Though the Company stepped into this new era well prepared, having implemented the majority of the required corporate governance standards and procedures, we still have much to do and to strive for. We constantly seek for opportunities to maximise the effectiveness of the Company's corporate governance by adopting standards that can be ranked amongst "best practice" for UK premium listed companies.
The current Board was mainly formed in 2011, following the Company's reorganisation. In 2012, the composition of the Board changed only once. On 30 March 2012, we accepted the resignation of the former Director and President, Mr. Evgueny Ivanov, and appointed Mr. German Pikhoya, the Company's CEO, as a Director.
At the Company's Annual General Meeting that took place on 28 May 2012, the shareholders voted for re-election of all the Board members for the next calendar year. We highly appreciate this level of support given to us by the shareholders.
On 22 February 2013, ONEXIM Group sold its interest in the Company to Lizarazu Limited (a company associated with Mr. Mutsoev) and Receza Limited and Wamika Trading Limited (companies associated with Mr. Yushvaev), which received 18.50% and 19.28% of the issued share capital of the Company respectively. As a result, Mr. Dmitry Razumov, a Non-Executive Director nominated by ONEXIM, and Mr. Alexander Mosionzhik, a Non-Executive Director nominated by Nafta, resigned from the Board on 05 March 2013.
On 21 March 2013, Mr. Igor Gorin and Mr. Vladimir Chernukhin were appointed to the Board as Non-Executive Directors. Mr. Chernukhin was nominated for appointment to the Board by Lizarazu Limited and Mr. Gorin was nominated by Receza Limited and Wamika Trading Limited.
I am proud to chair a Board that is well qualified, prudent and committed to the Company's interests, and I sincerely believe that we will continue to maintain and improve the Company's overall performance by improving the corporate governance system.
Sincerely yours,
Robert Buchan Chairman of the Board
"I believe that we will continue to maintain and improve the Company's overall performance by improving the corporate governance system".
The Board of Directors was composed of nine members: the Independent Non-Executive Chairman (Robert Buchan), one Executive Director (CEO) (German Pikhoya) and seven Non-Executive Directors (Bruce Buck, Kobus Moolman, Adrian Coates, Lord Clanwilliam, Dmitry Razumov, Alexander Mosionzhik and Anna Kolonchina).
The majority of the Board – five of the nine Directors – are considered by the Board to be independent Directors (Robert Buchan, Bruce Buck, Kobus Moolman, Adrian Coates and Lord Clanwilliam) in accordance with the UK Corporate Governance Code. Robert Buchan
Independent Non-Executive Director Chairman of the Board
Lord Clanwilliam Independent Non-Executive Director
Bruce Buck Independent Non-Executive Director
Adrian Coates Independent Non-Executive Director Senior Independent Director
Kobus Moolman Independent Non-Executive Director
Alexander Mosionzhik1 (resigned from the Board on 05 March 2013) Non-Executive Director
Dmitry Razumov2 (resigned from the Board on 05 March 2013) Non-Executive Director
German Pikhoya (appointed to the Board on 30 March 2012) Executive Director, Chief Executive Officer
Anna Kolonchina Non-Executive Director
Evgueny Ivanov (resigned from the Board on 30 March 2012) Executive Director
Note:
1 Mr. Mosionzhik resigned from the Board following the acquisition of ONEXIM Group's shareholding by Lizarazu Holdings Limited, Receza Limited and Womika Trading Limited. 2 Mr. Razumov resigned from the Board following the acquisition of ONEXIM Group's shareholding by Lizarazu Holdings Limited, Receza Limited and Womika Trading Limited.
Robert Buchan, Chairman of the Board
Mr. Robert Buchan is an Independent Non-Executive Director and has been elected Chairman of the Board. Mr. Buchan served as the Chairman and Chief Executive Officer of Kinross Gold Corp., the parent company of Echo Bay Mines Limited., from 1993 to 2003. From 2003 to 2005, he served as Chief Executive Officer of Kinross Gold Corp. He is a founder of Katanga Mining Limited. and Kinross Gold Corp. Mr. Buchan has also served as the Executive Chairman of Allied Nevada Gold Corp. from 2007. Between April 2005 and December 2007, Mr. Buchan served as the Executive Chairman of Quest Capital Corp (now Sprott Resource Lending Corp). Mr. Buchan held the Chairmanship of Extract Resources Limited, from April 2007 until February 2009, of Angus Mining Inc. until March 2012, Foxpoint Capital until March 2012, Samco Gold until December 2011, Touchstone Gold until March 2012, and Rainy Mountain Royalty Corporation until November 2011. He has also served on the Boards of Katanga Mining, Dundee Bancorp, Allied Nevada Gold Corp, Rockwater Capital Corporation, Claude Resources, Forsys Metals Group, Dayton Mining Corporation, Richmont Mines Inc. and Rainy Mountain Capital. He served on the Board of OJSC Polyus Gold from June 2008 until May 2009. Mr. Buchan held the Chairmanship of the Board of Elgin Mining Inc. (formerly, Phoenix Coal Inc.) from 2008 until April 2012.
Chairman of the Nominations Committee
INDEPENDENT NON-EXECUTIVE DIRECTOR Mr. Buck is the Managing Partner for Europe at the international law firm Skadden Arps Slate Meagher & Flom LLP. A graduate of Columbia University School of Law in New York, and a registered foreign lawyer in England and Wales, Mr. Buck has practised law in Europe for more than 25 years and specialises in financing transactions, as well as mergers and acquisitions. Mr. Buck is Chairman of Chelsea FC plc and its operating subsidiary Chelsea Football Club Limited. He is also on the Audit Committee of the FA Premier League, the top tier football league in England. Mr. Buck is the longest serving trustee and a member of the Audit Committee of Orbis UK, a charity devoted to eradicating curable blindness in the developing world.
Member of the Nominations Committee Member of the Remuneration Committee Chairman of the Health, Safety, Environment and Community Committee
INDEPENDENT NON-EXECUTIVE DIRECTOR Following a career in the British military, Lord Clanwilliam started his business career with Hanson plc, and was seconded from there to the Home Office working with the Rt. Hon Douglas Hurd CBE, then Home Secretary. In 1993, he founded the communications company The Policy Partnership Limited, now called Meade Hall. From 2000 to 2004, he was the non-
executive Chairman of the Board at
Cleveland Bridge UK Limited, Europe's leading bridge and large steel construction company. In 2007, he was appointed Chairman of Eurasia Drilling Company Limited, the largest drilling company in Russia as measured by metres drilled. He is also a Director of Touchstone Gold, a Columbian gold exploration start-up, which listed on London's Alternative Investment Market in 2012, and is a Director of NMC Healthcare, a FTSE 250 company with operations in the UAE. He also chairs the Charitable Foundation of Oracle Capital, the London based multi family wealth office. Lord Clanwilliam has been a member of the Board of Polyus Gold since 2006.
Member of the Audit Committee Member of the Nominations Committee Chairman of the Remuneration Committee Member of the Health, Safety, Environment and Community Committee
Mr. Adrian Coates has over 20 years' experience in the mining sector, most recently at HSBC Bank plc, London where he was Global Sector Head Resources and Energy until 2008, with strategic responsibility for HSBC's relationships and businesses with major clients globally in the resources and utilities sectors. Mr. Coates was the lead HSBC banker in a number of large-scale metals and mining transactions. He was cited in the press as "HSBC's star advisory banker" and named in Financial News' "Top 20 European Dealmakers" in late 2007. Previously, as Managing Director, Metals and Mining at UBS Investment Bank, London, he was responsible for originating the landmark Billiton IPO, a deal which both restarted the London mining market and set a precedent for the subsequent influx of emerging market companies. He has an MA degree in Economics from Cambridge University and an MBA from the London Business School.
In his non-executive career, Mr. Coates has served as an advisor to a number of leading mining companies. He is a non-executive Director and Chairman of the Audit Committee of Regal Petroleum plc.
Chairman of the Risk Committee Member of the Audit Committee Member of the Nominations Committee Member of the Remuneration Committee
Mr. Evgueny Ivanov graduated from the State Finance Academy with a major in International Economic Relations. After graduation, he worked in the banking sector, including the State Bank of the USSR, and the Central Bank of the Russian Federation. In 1997, he came to work at Unexim Bank, where he created and headed the Precious Metals Department. In 1999 – 2000, he worked as Vice-Chairman of Rosbank, in charge of customer relations. In 2000, Mr. Ivanov became the Chairman of Rosbank and in 2003, the bank's President and Chairman of the Board. In March 2006, Mr. Ivanov was elected General Director (CEO) of the newly formed OJSC Polyus Gold. In March 2012 Mr. Evgueny Ivanov resigned as Company Director and President.
Member of the Health, Safety, Environment and Community Committee
Mr. German Pikhoya has been with Polyus Gold since 2002, initially as Deputy CEO for strategy and corporate development, and later as Chief Executive Officer since 2011. Prior to joining Polyus Gold, from 1998 to 2002, he led business development and acquisition evaluation in Russia for Placer Dome International (now part of Barrick Gold). From 1994 to 1998, he was general manager at OJSC Central Company of the Eurogold Financial and Industrial Group. Mr. Pikhoya graduated from Urals State University in Yekaterinburg with an honours degree in history. As part of his degree, he conducted research at Bowdoin College in the United States. Mr. Pikhoya also graduated from Russian Presidential Academy of Public Administration in Moscow with a degree in economics.
Member of the Health, Safety, Environment and Community Committee
| Director | Designation | Number of Board meetings attended |
Total number of Board meetings during the period1 |
|---|---|---|---|
| Robert Buchan, | Independent Non-Executive Director, Chairman of the Board, | ||
| Chairman | Chairman of the Nominations Committee | 11 | 12 |
| Bruce Buck | Independent Non-Executive Director, Chairman of the HSEC Committee | 11 | 12 |
| Lord Clanwilliam | Independent Non-Executive Director, Chairman of the Remuneration | ||
| Committee | 11 | 12 | |
| Adrian Coates | Independent Non-Executive Director, Chairman of the Risk Committee | 12 | 12 |
| Evgueny Ivanov2 | Executive Director, President | 2 | 2 |
| German Pikhoya3 | Executive Director, Chief Executive Officer | 11 | 11 |
| Anna Kolonchina4 | Non-Executive Director | 6 | 12 |
| Kobus Moolman | Independent Non-Executive Director, Chairman of the Audit Committee | 12 | 12 |
| Alexander Mosionzhik4 | Non-Executive Director | 6 | 12 |
| Dmitry Razumov4 | Non-Executive Director | 4 | 11 |
| (Alternate Director – Christophe Charlier)5 |
2 | 12 | |
Note:
4 Due to the restrictions of the UK Takeover Code, Anna Kolonchina, Alexander Mosionzhik and Dmitry Razumov (and his alternate, Christophe Charlier) did not attend Board meetings
Ms. Kolonchina has a degree in economics from the State Academy of Finance. From 2001 until 2008, she was a Director of Deutsche Bank AG, London. From March until November 2008, she was a Managing Director of Wainbridge Limited; and from November 2008 until 2010, Vice-President for Economics and Finance at OJSC PIK Group. Since then she has been a Managing Director of Nafta Moskva. Ms. Kolonchina has been a member of the Board of Polyus Gold since May 2010.
Member of the Risk Committee
INDEPENDENT NON-EXECUTIVE DIRECTOR Mr. Moolman has a Master's degree in financial accounting, is a qualified chartered accountant and a member of the Independent Regulatory Board For Auditors in South Africa and The South African Institute of Chartered Accountants. Between 1981 and 2002 Mr. Moolman was employed by Ernst & Young in South Africa, where he became a Senior Audit Partner. Between 2002 and 2008, he was Senior Audit Partner and Leader of the Mining Industry Group at Deloitte & Touche CIS, in Russia . From 2009 to 2010, he was an Audit and IFRS technical partner for the Gulf Co-operation Council
region of an international audit firm in the Kingdom of Bahrain. Since 2010, he has been the Chief Audit Executive for the Saudi Arabian Mining Company (Ma'aden), in the Kingdom of Saudi Arabia.
Chairman of the Audit Committee Member of the Risk Committee
Mr. Mosionzhik graduated from Tula Technical Institute with a degree in Applied Mathematics. He has a Ph.D. in Engineering. In 1999, he became First Deputy CEO, and then later CEO, of Nafta Moskva. Since 2006, he has been Chairman of the Board of Nafta Moskva LLC. Mr. Mosionzhik has been a Member of the Board of Directors and Deputy Chairman of the Board of Polyus Gold since May 2009.
Renaissance Capital and was a Director and Founder of Sonic Duo, a mobile operator in
Russia, and a Founder and Managing
Director of LV Finance, an independent corporate finance advisory. Mr. Razumov was also a member of the Board at Norilsk Nickel, Megafon, one of the largest mobile operators in Russia, and Rusal, the world's largest aluminium producer. He was also Chairman of the Board of International Financial Club (IFC Bank). Presently, he is the Chairman of the Board of Directors of ONEXIM HOLDINGS LIMITED, Investment and Development Group OPIN, Soglasie Insurance Company and YO-AUTO Limited. He is also a member of the Board of LLC Intergeo Managing Company, Renaissance Financial Holdings Limited, Renaissance Capital Investments Limited and Intergeo MMC Limited. Mr. Razumov graduated from Moscow State University for International Relations with Master's degree in International Trade Law.
Governance
Financial statements
The Board remains committed to guiding the strategic and entrepreneurial development of the Group and supports the principle of collective responsibility for the success of the Group.
The purpose of the Board, according to the Schedule of Matters Reserved for the Board, is to:
The Chairman is responsible for leadership of the Board.
In particular, he will:
The CEO is responsible for the day-to-day management of the Group, for developing its strategy objectives and budgets and implementing these once approved by the Board. He reports to the Chairman and to the Board directly.
Adrian Coates is the Senior Independent Director. As Senior Independent Director he is available to shareholders if they have any concerns which are not resolved through normal channels. He is also available to act as a sounding board for the Chairman and to serve as an intermediary for the other Directors where necessary.
The Board is obliged to meet at least quarterly. In 2012, 12 meetings were held, including five face-to-face meetings and seven conference calls. The Board also passed five written resolutions.
In September 2012, the UK Takeover Panel (the "Panel") put the Company into an offer period following formal announcements made by the Company's major shareholders, Nafta Moskva and ONEXIM Group, stating that ONEXIM Group intended to sell its share in the Company share capital to two buyers, whose identities had not yet been disclosed to the public, and that Nafta was not among them. On 22 February 2013 ONEXIM sold its interest and the Company was no longer in an offer period under the Takeover Code.
The Board has overall responsibility for the Company's systems of internal control and for reviewing their effectiveness. Such systems are designed to manage rather than eliminate the risk of failure to business objectives and can only provide reasonable, and not absolute, protection against material misstatements or losses.
The role of the Non-Executive Directors on the Board is to help develop and constructively challenge proposals on strategy, scrutinise and monitor the performance of management, satisfy themselves as to the integrity of financial information and review the adequacy of the internal control and risk management systems.
The Board has taken cognisance of the UK Corporate Governance Code 2010, as well as the best practice recommendations, in preparing this report. In particular, the Board acknowledges that to continue to be successful in the long term, the Group must be led by an effective Board with the appropriate skills, experience, independence and knowledge of the Group's activities. The Board adopted the Schedule of Matters Reserved for the Board in October 2011, which clearly defines its duties and is in line with the UK Corporate Governance Code.
The Company considers that the Board and each of its Committees has the appropriate balance of skills, experience, independence and knowledge of the Company to discharge their respective duties and responsibilities effectively.
Our diversity goal is to employ people based diversity of our surrounding communities.
on job requirements that represent the
The Company's Dividend policy was approved by the Board at its meeting on 20 April 2012.
The Company aims to pay dividends in the aggregate amount of a minimum of 20% of the Company's net profit calculated in accordance with International Financial Reporting Standards (IFRS) per annum.
In developing recommendations on the amount of dividends to be paid to shareholders annually, and the corresponding part of the net profit to be allocated to such dividend payments, the Board will take into account the need to balance funding of growth projects and the payment of dividends, including any limitations imposed by the production, investment and other financial needs of the Company, the Company's debt position and any tax legislation applicable to the Company.
Following the Dividend policy, the Company in 2012 declared a final dividend in respect of the financial year ended 31 December 2011 in the amount of USD 0.041 per ordinary share.
As a premium listed company, the Company is required to comply with the UK Corporate Governance Code (the "Code") (published by the Financial Reporting Counsel ("FRC") in June 2010). The FRC published a revised Code in September 2012 which applies to accounting periods commencing on or after 1 October 2012 ("2012 Code"). The Board has chosen to adopt the 2012 Code from 1 October 2012 and intends to comply in full with the 2012 Code in 2013. For the period since its admission to premium listing until 31 December 2012 the Company has been in compliance with the Code provisions set out in the UK Corporate Governance Code except for the following matters:
Following the admission of the Company's shares to premium listing in June 2012, implementation of the evaluation requirements of the UK Corporate Governance Code was not carried out in full by the end of the year. The Audit Committee carried out a self-assessment of its performance in September 2012 (and the Chairman of the Audit Committee reported on this process to the Board in March 2013). The Board, under the leadership of the Chairman, plans to implement and carry out the evaluation requirements in full during the course of the current year. In evaluating itself, the Board will also consider the balance of skills, experience, independence and knowledge of the Company on the Board, its diversity, including gender, how the Board works together as a unit , and other factors relevant to its effectiveness.
The Nomination Committee did not meet in 2012 as the Board had been constituted (in compliance with the requirements of B.1.2 of the UK Corporate Governance Code) prior to the Company's admission to premium listing in June 2012 and no vacancies occurred or succession planning was considered necessary by the end of the year. The Nomination Committee plans to meet at least twice in the current year. As part of its planned activities for the current year it proposes to develop and seek the approval of the Board to a policy on diversity in accordance with emerging best practice and thereafter to report on progress towards implementing the policy and the achievement of its objectives.
Financial statements
The Company places a great deal of importance on maintaining an active engagement with its key financial audiences: institutional investors, including its current and potential shareholders, and sell-side analysts. The Polyus investor relations team manages the interaction with these audiences on a daily basis.
The Company abides by all applicable disclosure requirements for a premium listing on the LSE, which was received in June 2012.
The Company releases trading updates on a quarterly basis, and financial results in accordance with IFRS on a semi-annual basis. Those announcements are always supported by presentations and conference calls conducted on the same day and hosted by senior management. In 2012, in addition to regular conference calls on the results announcements, we began providing webcasts in order to maximise the efficiency of such events.
The relevant reports, announcements and presentations on the results, as well as on any other Company developments that are required to be disclosed to the market, are immediately placed on the
Event Date FY2011 Trading update 30 January, 2012 BMO Global M&M conference, Miami, Florida 26-29 February, 2012 JPMC Russia corporate access days, London 13-14 March, 2012 FY2011 Financial results announcement 2 April, 2012 1Q2012 Trading update 17 April, 2012 BAML Global M&M conference, Miami, Florida 15-17 May, 2012 VTB Russia calling, London 22-24 May, 2012 Rencap Investor conference, Moscow 25-26 June, 2012 Annual General Meeting 28 May, 2012 Morgan Stanley Investor day, Paris 28 June, 2012 The LSE Metals & BRICs Investor day, London 5 July, 2012 1H2012 Trading update 18 July, 2012 1H2012 Financial results announcement 30 August, 2012 Deutsche Bank 2012 Global EM conference, New York 5-7 September, 2012 Denver Gold Forum, Denver, Colorado 9-12 September, 2012 Management Roadshow September, 2012 Minex Russia Forum, Moscow 3 October, 2012 VTB Russia calling, Moscow 4 October, 2012 9M2012 Trading update 18 October, 2012 Annual BAML Russia & CIS conference, London 12 -13 November, 2012 Goldman Sachs EEMEA conference, London 26-28 November, 2012 Goldman Sachs Annual Global M&M conference, New York 27-28 November, 2012
Company's website www.polyusgold.com in the 'investors' or 'media' sections. The new corporate website was launched in 2012 and is aimed at streamlining the investor communication process. The market is informed well in advance about upcoming results announcements in the 'investor calendar' section of the website.
Historical financial information is also available on the website.
The Company's senior management is well exposed to our investor base around the world through regular roadshows (one to two per year), investor conferences (about 10 per year) and other investor meetings. In 2012, the Company participated in 14 investor conferences organised by leading investment banks and other organisations such as the LSE and the Denver Gold Group, and met over 170 institutional investors.
The Investor relations department prepares a biweekly report on share price performance and perceptions of the Company, which is distributed to the senior management.
Approved by the Board and signed on its behalf by
Robert Buchan Chairman of the Board 27 March 2013
(%)
| China | 23 |
|---|---|
| Rest of the world | 17 |
| North America | 17 |
| Russia | 16 |
| Europe (ex-UK) | 15 |
| UK | 13 |
issues that cannot be resolved between the Committee and the Board.
The Audit Committee's agenda is linked to the events in the Group's financial calendar. The agenda is predominantly cyclical. Each Audit Committee member has the right to require reports on matters of interest in addition to the cyclical items.
The Audit Committee met eight times in 2012.
At the beginning of the reporting year, the Company announced an intention to apply to have its shares admitted to the premium listing. Being a premium-listed company it is important to have an effective finance function to ensure that the Company meets its obligations on external and internal financial reporting. Therefore, the adopting of the Financial Reporting Procedures (FRPs) acceptable for premium-listed companies was the most important item during the year. During the reporting year both the Audit Committee and the management have been very proactive in improving the quality of financial reporting.
On 5 December 2011 the Audit Committee reviewed the FRPs implemented by the Group. At the beginning of the year, the Audit Committee provided the guidance, indicating additional outstanding shortcomings which the Company had to improve to meet the requirements applicable to premium-listed companies. On 19 January 2012, the Audit Committee noted that most of the improvements in the FRPs had been made by management.
Please refer to the Company's website for a detailed description of the role of the Audit Committee: www.polyusgold.com/ company/corporate_governance/audit_ committee/
Summary of the role of the Audit Committee The Audit Committee is appointed by the Board of Directors from the Non-Executive Directors of the Company. The Audit Committee's Terms of Reference were established and approved on 7 October 2011.
Composition of the Audit Committee Starting from 1 January 2012, the Audit Committee is composed of three members:
The Chairman of the Audit Committee is Kobus Moolman. The Audit Committee is required by the UK Corporate Governance Code to include one financially qualified member (as recognised by the Consultative Committee of Accountancy Bodies). Currently the Audit Committee fulfils this requirement.
The Board believes that the current composition of the Audit Committee has the required level of experience to be sufficient to meet the standards imposed by the UK Corporate Governance Code. In the event that any issues should arise which would be deemed outside the areas of expertise of the members, independent professional advice will be sought.
The Audit Committee is authorised to seek any information it requires from any employee of the Group in order to perform its duties; to obtain, at the Group's expense, outside legal or other professional advice on any matter within its terms of reference; to call any employee to be questioned at a meeting of the Committee as and when required and to have the right to publish in the Group's Annual Report details of any
| Director | Designation | Number of Committee meetings attended |
Total number of Committee meetings during the period |
|---|---|---|---|
| Kobus Moolman | Non-Executive Director, Chairman of the Committee |
8 | 8 |
| Adrian Coates | Non-Executive Director, Senior Independent Director |
8 | 8 |
| Lord Clanwilliam | Non-Executive Director | 6 | 8 |
In 2012 the Committee met eight times.
By 19 June 2012, when the Company's ordinary shares were admitted to the premium segment, it met all the requirements on FRPs. The financial department had been substantially strengthened with new employees who undertook the function of Annual Report, interim management report, annual financial statements and financial press release preparation, as well as preparation of monthly and quarterly reports to the Audit Committee. Monthly management accounts that comply with Russian accounting standards (RAS) and quarterly management accounts under International financial Reporting Standards (IFRS) are prepared. The Company established The Controls, Policies and Procedures Manual and The IFRS Accounting Policies Manual. The Company approved Related Party Transaction Procedures. The budget papers are now transformed to the IFRS outlay through the financial model of the Group. The model was developed by April and later updated in August and November of the reporting year. A detailed timetable for the production of the Annual Report for 2012 was provided to the Audit Committee on 9 November 2012.
The review of the half-yearly and annual financials is the primary role of the Committee in relation to financial reporting. The CFO reports to the committee on the achievements, while the external auditor reports on findings and outcomes of their half-year review and annual audit. The significant issues in relation to the 2012 accounts were:
In addition to the implementation of financial reporting procedures, the Audit Committee had also reviewed and approved financial statements for the year ended 31 December 2011 and six months ended 30 June 2012.
Draft FY2011 financial statements were reviewed by Committee members at the meeting held on 29 March 2012. The financial statements were approved and forwarded to the Board with the
Committee's recommendation to adopt and approve, and later published on 2 April 2012.
Draft half-yearly financials were reviewed and approved at the meeting dated 23 August 2012. The Audit Committee forwarded to the Board the half-yearly financial statements together with their recommendations to adopt and approve, and the Board made the final approval and the financial statements were made public on 30 August 2012 as the back half of the interim management report.
Annual Report 2011 and interim management report 1H2012 approval Since the beginning of the year, the Audit Committee had been working closely with management providing amendments to the draft annual report for the year ended 31 December 2011.
The final draft of the Annual Report was reviewed by the Committee on 29 March 2012. The Annual Report 2011 including the financial statements was published on 12 April 2012.
The interim management report for the 1H2012 was reviewed by the Audit Committee on 23 August 2012. Several amendments with regards to the layout and presentation of the front half of the document were suggested. All the amendments were made and the interim financial report was published on 30 August 2012.
It was decided to start developing the Annual Report for 2012 as early as November 2012. Since that time the Audit Committee has been fully involved in its preparation, including text, concept and design.
According to the Listing Rule 9.8.6 of the FSA and Principles 1 and 3 of FRC Guidance, the Company developed the financial model of the Group and on the basis of this prepared going concern assessment papers for the periods 30 March 2012 – 30 June 2013 and 1 July 2012 – 31 August 2013. The Audit Committee reviewed the papers during its meetings on 29 March 2012 and 23 August 2012. The papers were accepted and recommended to the Board for approval.
In addition the Audit Committee reviewed the consistency of the accounting policies of the Group and methods used to account for significant or unusual transactions and considered whether the Group had followed the appropriate accounting standards.
In terms of internal financial controls, the Audit Committee reviews the adequacy and effectiveness of the Group's internal financial controls, annual budget, anti-bribery policy and related party transactions.
During its meeting dated 6 December 2012, the Audit Committee reviewed the Group's annual budget for 2013 prepared by management and recommended to the Board for approval.
The Audit Committee is also responsible for the introduction of the anti-corruption principles in the Group and control over their execution. In October 2011, the Board of Directors approved an anti-corruption policy in the Group. During 2012, the policy was introduced to all business units. Anti-corruption work and training have been performed since the adoption of the policy. The Audit Committee receives quarterly reports on anti-corruption policy execution.
The Company's ordinary shares were admitted to the premium segment on 19 June 2012. On 8 June 2012, in order to meet the requirements, the Board of Directors approved Related Party Transaction Procedures. According to the Listing Rules, depending on the nature and size, some of the transactions require review by the Audit Committee and approval by the Board of Directors.
There were no related-party transactions that required review by the Audit Committee in the reporting year, besides the depositing of cash with Bank "Mezhdunarodnyi Finansovyi Klub" (MFK), identified as a Related Party. However, all transactions with MFK had been implemented before the Company's shares were admitted to the premium list and did not require any retrospective review and approval.
In terms of internal audit, the Audit Committee's key responsibilities include monitoring the effectiveness of the Group's internal audit function, approving the appointment of the head of the internal audit function, approving the annual internal audit plan and reviewing internal auditor reports to the Audit Committee.
In March 2012, the Audit Committee reviewed an internal audit plan for 2012. The Committee reviewed the main risk
Audit Committee also reviewed and approved on the following matters:
During the Audit Committee meeting held on 19 April 2012, a number of documents required for the premium listing were reviewed. It was resolved that the documents were found to be satisfactory and if the amendments implemented, the Audit Committee would recommend the Board to approve them.
auditor of the Group.
In order to provide safeguards to auditor independence (particularly the self-interest threat) in the provision of non-audit services the policy presumes monetary limits over which any engagement in non-audit services should be approved by the Committee. The Audit Committee annually reviews the independence and objectivity of the external auditors. Every six months the Audit Committee receives a report analysing fees paid for the non-audit work by the external auditors or reporting accountants. In addition the Company should report annually on the Group's annual expenditure with the external auditor on non-audit services and explain how and when the external auditor provided non-audit services and auditor independence.
In August 2012 ZAO Deloitte CIS was chosen for an independent assessment of the effectiveness of the Internal Audit function. Also in September Deloitte was chosen as an independent assurance consultant for the Global Reporting Initiative (GRI) assessment.
According to provision C.3.8 of the UK Corporate Governance Code, the Audit Committee reports on how it discharges its responsibilities on the significant issues reviewed by the Committee.
In order to discharge its responsibilities, the Audit Committee invites the CFO, as well as other executive managers and external consultants, to attend the meetings.
Control over implementing FRPs was discharged to management. The Audit Committee provided management with guidance, which contained a significant number of action points. The response
to the action list was discharged to management. All improvements done in the financial reporting area were immediately reflected in the action list. The Audit Committee reviewed several action lists during the year and noted an impressive improvement in the FRP.
The preparation of financial statements, Annual Report, management reports and going concern papers was discharged to the management team. The audit of the financial statements was discharged to the independent auditor. The development of various policies was assigned either to management or to an external consultant. In addition, management provides the Committee with accounting memos to consider whether the Group follows new and amended accounting standards.
The Audit Committee undertook a detailed self-assessment questionnaire in September 2012. Reviewing the results, the Chairman of the Committee concluded that during the year the Committee members and management made good progress; however there was still room for further improvement, particularly in the areas of communication with the internal audit team and risk evaluation.
Having discussed information received from the management, auditors and consultants, the Audit Committee states that the procedures and financial records can be relied upon for the preparation of the annual financial statements.
The Audit Committee considers that the Annual Report is in compliance with the FSA disclosure and transparency rules. The Audit Committee considers that the annual financial statements are in compliance with IFRS.
The Audit Committee has recommended to the Board that the Annual Report be approved by the Board of Directors.
Approved by the Audit Committee and signed on its behalf by
Kobus Moolman Chairman of the Audit Committee 27 March 2013
areas described in the plan and enquired if the Group is prepared for the internal audit in all of these areas. In addition, the Audit Committee checked the compliance of the Group's entities with local accounting, tax and legislative requirements. The annual internal audit plan was approved on 29 March 2012.
The Audit Committee meets with the Head of internal audit on a regular basis without management being present to discuss the remit and independence of the internal audit function.
During its meeting in March, the Audit Committee agreed to receive internal auditor reports (IAR) on a quarterly basis.
The Audit Committee has overall responsibility for monitoring the independence and objectivity of the external auditors and their compliance with ethical and regulatory requirements. During 2012, the Audit Committee met with the external auditor on a regular basis, without management being present, to discuss the auditor's remit and any issues arising from the audit.
The audit timetable for 2012 was presented to the Audit Committee on 19 January 2012. After the discussion of deadlines, the Audit Committee approved the audit timetable and requested management to incorporate the plan with the Annual Report 2012 preparation plan.
The Audit Committee is responsible for the review and approval of auditor's fees for the year end and interim financial statements. As the Company reports on a semi-annual basis, the approval happens twice a year. In 2012 Deloitte charged the Group USD 3.5 million (2011: USD 6.6 million) for audit and audit related services.
On 28 May 2012, the Audit Committee recommended to the Board to put to the shareholders for approval at the Annual General Meeting, the appointment of Deloitte LLP as the Group's external auditor for the year ending 31 December 2013. Deloitte LLP was first appointed as auditors of the Group in 2012 following the premium listing on the
London Stock Exchange.
Besides its main responsibilities as outlined in its Terms of Reference, the
58 Polyus Gold Annual Report 2012
At the end of 2011, the Company, with the assistance of Debevoise & Plimpton LLP, carried out a comprehensive risk assessment of the principal lines of the Company's activities, in order to form the basis for developing the Company's Anti-corruption Policy. The policy adopted by the Company takes into account the location and scope of activities of the Company and is aimed at ensuring compliance with the requirements of the UK Bribery Act of 2010 and Russian anti-corruption legislation.
The Company has also designed practical measures ensuring compliance with the established requirements with a distribution of specific tasks among the functional units within the Company.
Close attention of top management of the Company is paid to the issues of Company's compliance with the anti-corruption legislation. These issues are regularly brought for discussion by the Board of Directors and the Audit Committee.
The Company maintains a preliminary check, approval, and subsequent control of the proper execution of all projects. Adequate measures of protection are taken, up to Company's refusal to participate in projects containing high risks. All risk assessment and due diligence processes are supported by providers of special information on a contractual basis.
The Anti-corruption Policy is applicable to all Company personnel; all employees have been acquainted with the Anti-corruption Policy and made a commitment to adhere to the established requirements.
The Anti-corruption Policy stipulates the obligation of each employee to report any activity that contravenes the established requirements. All accessible communication systems have been introduced to support whistleblowing and speak-up schemes.
The corporate portal provides information on the Anti-corruption Policy, Ethics Code and communication methods.
The Compliance team, with the assistance of the Internal audit team, carry out on a regular basis the control over observance of the Anti-corruption Policy requirements by off-site and on-site study of the documentation for each controlled business processes, and conduct studies on the accuracy of transactions in accounting and reports.
The Company operates a zero-tolerance policy on bribery or any other form of corruption at all levels.
Any evidence of violations of applicable anti-corruption laws will be investigated, as a result of which, disciplinary measures may be taken.
The Company operates a distributed Compliance function, in which all the functional units participate, according to the approved list of procedures for execution of the Anti-corruption Policy and the current anti-corruption legislation.
The Director of economic security ensures the enforcement of the Anti-corruption Policy, the implementation of appropriate procedures, and coordinates and controls the processes of compliance throughout the Company. Five staff members in the Corporate Centre of the Company to coordinate and ensure compliance with requirements established by the Anti-corruption Policy. Responsible members of management have been appointed in all business units and professional services of the Company, forming the local compliance teams.
The Nomination Committee was formed by a resolution of the Board of Directors on 26 July 2011. The Nomination Committee was appointed by the Board for a period of up to three years. The Board also appointed the Committee Chairman who is also the Chairman of the Board (Robert Buchan).
The Committee was set up to review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and to make recommendations to the Board with regard to any changes. It is expected to give full consideration to succession planning for Directors and other senior executives in the course of its work, taking into account the challenges and opportunities facing the Group, and the skills and expertise needed on the Board in the future.
Please refer to the Company's website for a detailed description of the role of the Nomination Committee: www.polyusgold. com/company/corporate_governance/ nomination_committee/
independent Non-Executive Directors: • Robert Buchan;
The Board considers that the current composition of the Nomination Committee complies with the requirements of the UK Corporate Governance Code.
Meetings and discussions There were no meetings of the Nomination Committee during 2012.
Approved by the Nomination Committee and signed on its behalf by
Robert Buchan, Chairman of the Nomination Committee
The Health, Safety, Environment and Community Committee is appointed by the Board of Directors from two Non-Executive Directors and one Executive Director of the Company.
Starting from 30 March 2012, the HSEC Committee is composed of three members:
The quorum necessary for the transaction of business shall be two members.
The Committee shall arrange for periodic reviews of its own performance and, at least annually, review its constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
• Polyus Gold Environmental, Health and Safety policies were reviewed by the Committee and signed by the Committee Chairman and Chairman of the Board;
In 2012 the Committee met three times.
| Director | Designation | Number of formal Committee meetings attended |
Total number of Committee meetings during the period |
|---|---|---|---|
| Bruce Buck | Non-Executive Director Chairman | ||
| of the Committee | 2 | 3 | |
| Lord Clanwilliam | Non-Executive Director | 2 | 3 |
| German Pikhoya | CEO | 2 | 2 |
| Evgueny Ivanov | President | 1 | 1 |
In 2012 the Committee met 10 times.
| Director | Designation | Number of Committee meetings attended |
Total number of Committee meetings during the period |
|---|---|---|---|
| Lord Clanwilliam | Non-Executive Director, Chairman of the Committee |
10 | 10 |
| Bruce Buck | Non-Executive Director | 8 | 10 |
| Adrian Coates | Non-Executive Director, Senior Independent Director |
10 | 10 |
Approved by the HSEC Committee and signed on its behalf by
Bruce Buck Chairman of the HSEC Committee 27 March 2013
On behalf of the Remuneration Committee, the Board presents its report on Directors' Remuneration for the year ended 31 December 2012. Although it is not a requirement of Jersey company law to have the Directors' Remuneration Report approved by shareholders, the Board believes that as a Company whose shares are listed
on the premium segment of the London Stock Exchange it is important in terms of its corporate governance for it to do so. This report has been divided into separate
sections for: 1 information which is unaudited; and 2 information which the Company's auditor has reported as having been
properly prepared.
Summary of the role of the Remuneration Committee The Remuneration Committee is appointed by the Board of Directors from the Non-Executive Directors of the Company. The Remuneration Committee was formed by the resolution of the Board of Directors on 26 July 2011.
Starting from 1 January 2012, the Remuneration Committee is composed of three members:
The Board considers that the current composition of the Remuneration Committee complies with the requirements of the UK Corporate Governance Code.
The Remuneration Committee comprises three members, all of whom are independent Non-Executive Directors, according to the terms of the Remuneration Committee. Members of the Committee are appointed by the Board, on the recommendation of the Nomination Committee and in consultation with the Chairman of the Remuneration Committee.
Appointments to the Committee are made by the Board for a period of up to three
Please refer to the Company's website for a detailed description of the role of the HSEC Committee: www.polyusgold.com/ company/corporate_governance/hsec_ committee/
Please refer to the Company's website for a detailed description of the role of the Remuneration Committee: www.polyusgold.com/company/ corporate_governance/remuneration_ committee/
years, which may be extended for further three-year periods, provided the member still meets the membership criteria.
In 2012, the Remuneration Committee, among other issues, started the process of evaluating and considering the future remuneration principles of the Company.
To this end, the Committee heard from panel of three prospective remuneration advisors, with the view to choosing one or more advisors to enter into specific contract negotiations to provide the Committee with advice on executive pay and non-executive board pay (including the Non-Executive Chairman of the Board), Towers Watson were engaged as remuneration advisors, to specifically look at executive pay in the context of the Russian market.
Within the framework of the process of elaborating the remuneration structure, a new proposed remuneration structure for senior management was drafted, comparable to that of other London listed and international gold mining companies, and an appropriate balance between fixed and variable pay elements, as well as short and long term incentives.
The proposed remuneration structure had been discussed by the Committee at its meetings held in the course of 2012, with the Management Team's representatives in attendance, and a number of revisions had been made to the proposed structure.
After consideration, agreement was reached that the proposed structure was acceptable and it was resolved that the high level structure be approved, and that shareholder consultation would commence.
It is intended that once key shareholders agree, the arrangements will be implemented as soon as practicable.
Executive Directors' remuneration consists of salary, annual bonuses and other emoluments. Executive Directors do not receive fees for their directorship, but are compensated for their duties in the Group. Salaries are fixed by the contracts.
None of the Executive Directors have a service contract with the Company.
German Pikhoya was appointed CEO of the Company on 26 October 2011. He also signed a contract to undertake CEO duties of OJSC Polyus Gold and CJSC Polyus on 1 July 2011.
Total remuneration of German Pikhoya for 2012 was USD 6,320,819 and includes the period before and after he became a Board member.
Evgueny Ivanov signed a contract to undertake duties of Managing Director for the international projects of CJSC Polyus from 10 December 2010. He resigned from this position on 20 October 2011. On 26 October 2011, he was appointed President of the Company and he resigned from the position of President of the Company on 30 March 2012.
2012 bonuses are based on annual performance in 2011 measured by the following indicators:
The total amounts for Directors' remuneration in 2012 and 2011 were as follows:
| For the year ended 31 December | |||
|---|---|---|---|
| USD | 2012 1 |
2011 3 |
|
| Emoluments paid to or receivable in respect of qualifying services | |||
| Directors' fees | 902,500 | 525,000 | |
| Basic salary | 2,452,992 | 914,890 | |
| Annual bonuses (for 2011 and 2010 respectively) | 5,042,337 | 986,730 | |
| Other emoluments 2 |
872,550 | 366,264 | |
| Aggregate emoluments | 9,270,379 | 2,792,884 | |
| Fees paid to third party 3 |
240,000 | 150,000 | |
| Total | 9,510,379 | 2,942,884 |
Aggregated key management remuneration is disclosed in the Consolidated financial statements for the year ended 31 December 2012 (page 110 of this Annual report).
The table below sets out the gross remuneration paid out to the Directors for 2012:
| USD | Robert Buchan |
Adrian Coates |
Lord Clanwilliam |
Kobus Moolman |
German Pikhoya 1 |
Evgueny Ivanov |
3 Bruce Buck |
Total |
|---|---|---|---|---|---|---|---|---|
| Emoluments paid to or receivable in respect of qualifying services |
||||||||
| Directors' fees | 250,000 | 217,500 | 217,500 | 217,500 | 902,500 | |||
| Basic salary | 2,452,992 | 2,452,992 | ||||||
| Annual bonuses (for 2011) | 3,153,009 1,889,328 | 5,042,337 | ||||||
| Other emoluments 2 |
714,818 | 157,732 | 872,550 | |||||
| Aggregate emoluments | 250,000 | 217,500 | 217,500 | 217,500 6,320,819 2,047,060 | 9,270,379 | |||
| Fees paid to third party 3 |
240,000 | 240,000 | ||||||
| Total | 250,000 | 217,500 | 217,500 | 217,500 6,320,819 2,047,060 | 240,000 9,510,379 |
Note:
1 German Pikhoya was appointed as a Director on 30 March 2012, his remuneration is shown for the full year 2012, which includes amounts payable to him for his services as CEO. 2 Other emoluments include compensation for unused leave, meals, healthy behaviour payments, medical insurance, compensation for the directorship in the Group's subsidiaries, excessive part of the daily allowance for travelling on business trips and compensation for travelling on business trips outside of contracted days.
3 Fees paid to Bruce Buck presented with amounts paid to Skadden, Arps, Slate, Meagher and Flom (UK) LLP under a contract (letter of appointment) to provide the Company with services of Mr. Bruce Buck (USD 150 thousand and USD 240 thousand for 2011 and 2012 respectively). The Contract requires Mr. Bruce Buck to allocate sufficient time to the Company to discharge his Director's responsibilities effectively. According to the Contract Mr. Bruce Buck's appointment commenced on 26 July 2011, Mr. Bruce Buck has the
same general legal responsibilities to the Company as any other Director.
| Below target |
On target | Better than target |
|
|---|---|---|---|
| Financial measures | |||
| Adjusted EBITDA | |||
| NAV | |||
| TCC | |||
| Operational measures | |||
| Production | |||
| Recovery | |||
| Health and safety | |||
| Number of incidents | |||
| Market | |||
| Market standing | |||
| Share price |
Non-Executive Directors' remuneration Mrs. Kolonchina, Mr. Mosionzhik and Mr. Razumov have not been paid by the Company for their directorship in 2012.
Independent Non-Executive Directors' remuneration consists of fees, expense allowances and other benefits and emoluments.
Non-Executive Director's fees are fixed in the contract with each Non-Executive Director. The contract signed with the Chairman specifies a fee of USD 250,000 per annum, the contracts signed with other Non-Executive Directors specify a fee of USD 200,000 per annum for each Director. The members of the Audit Committee are additionally paid USD 30,000 per annum each for executing their duties, effective June 2012.
Approved by the Remuneration Committee and signed on its behalf by
Chairman of the Remuneration Committee 27 March 2013
64 Polyus Gold Annual Report 2012 www.polyusgold.com 65
The Directors present their Annual Report on the affairs of the Group, together with the financial statements and independent auditor's report, for the year ended 31 December 2012. The Corporate Governance Statement set out on pages 52 to 54 forms part of this report.
The principal activity of the Group is the production and sale of gold. In order to maintain its development the Group is also involved in exploration, construction and research activities. The gold production activity is described in the section "Global leader" of the Annual Report.
The subsidiaries principally affecting the profits and net assets of the Group in the reporting year are described in Note 6 to the consolidated financial statements for the year ended 31 December 2012.
The information about the business review including a description of the performance, key KPIs, risks, operational and financial performance can be found on pages 4 to 46, which are incorporated in this report by reference:
Information about the use of financial instruments by the Company and its subsidiaries is given in Note 32 to the financial statements.
As a whole the Annual Report provides information about the Group's businesses, its financial performance during the year and likely future developments. Other than as described in this report, there have not been any significant changes to the Group's principal activities during the year under review.
The dividend policy is described on page 53 of the Annual Report. The dividends for the year ended 31 December 2012 are subject to the Board review and shareholders' approval.
Directors and Directors' interests The composition of the Board of Directors is disclosed on pages 49 of the Annual Report. As of 31 December 2012 three Directors held shares in the Company.
| Director | Number of shares |
% Total shares outstanding |
|---|---|---|
| Adrian Coates | 33,000 | 0.001 |
| Kobus Moolman |
39,579 | 0.001 |
| Lord Clanwilliam |
2,656 | 0.00009 |
At the Annual General Meeting held in 2012, shareholders authorised the Company to make on-market purchases of up to 303,214,996 of its ordinary shares, representing approximately 10% of the Company's issued share capital at that time. Shareholders will be asked at the 2013 Annual General Meeting to renew this authority. The Directors have no present intention to exercise this authority, if granted.
During the financial year ended 31 December 2012, the Company did not make any on-market or off-market purchases of its own shares under any share buy-back programme.
The remuneration of the Directors set out in the Directors' Remuneration Report on pages 61 to 63.
The Company has 3,600,000,000 shares authorised and 3,032,149,962 shares issued. The details of the movements in the Company's issued share capital during the year are shown in note 23 to the consolidated financial statements for the year ended 31 December 2012. The Company has one class of ordinary shares which carry no right to fixed income. Each share carries the right to one vote at general meetings of the Company.
Pursuant to the authority granted to them by the shareholders at the Company's EGM held on 8 June 2012 the Directors have the authority to allot shares up to a maximum nominal amount of £15,160.74. The Directors have not exercised this authority. The Directors will seek renewal of this authority at the Company's 2013 AGM.
On 11 May 2012, Jenington International Inc, a subsidiary of the Company, completed the sale of the Company's treasury shares. 151,607,496 shares were sold to Chengdong Investment Corporation, a wholly-owned subsidiary of CIC International Co. Ltd., and 50,198,271 shares and 25,153,897 Level I GDRs (one GDR is equal to one ordinary share) to JSC VTB Bank. The gross proceeds received from the two transactions were equal to USD 635,487,000, less USD 11,115,000 of arrangement fees directly attributable to the sale of the treasury shares. At 31 December 2012 the Company and its subsidiaries held no treasury shares.
Channel Islands. The Company's London
Annual General Meeting The date of the Company's AGM was not settled at the date of this Annual report. The notice and circular will be dispatched as a separate document to all shareholders subject to the Board's approval. The notice and circular will set out the venue of the AGM and draft resolutions to be proposed at the AGM with an explanation on each resolution. The notice and circular will be also available at www.polyusgold.com no fewer than 21 clear days before the meeting.
The Group's policy is to settle terms of payment with suppliers when agreeing the terms of each transaction, ensure that suppliers are made aware of the terms of payment and abide by the terms of payment. All suppliers are subject to the Group's standard contract terms, which among other terms, stipulate 15 day payment terms after the date of supply.
A tender process is applicable for all mining, processing, production and capital project purchases without exception. The Group is not committed to any significant forward purchase orders.
The supply process in the Group is based on a matrix structure whereby business unit procurement departments report not only to the general director of each respective business unit, but also to chief procurement officer of the Group. To achieve effectiveness and efficiency the majority of Group's procurement is done centrally, with some immaterial goods purchased locally.
The book value of the Group's fixed assets as of 31 December 2012 was USD 2.2 bln. It mainly consists of the Group's interests in land, machinery, equipment and buildings.
During the year the Group made charitable donations of USD 6,339 thousand, principally to local charities serving the communities in which the Group operates. There were no political donations during the year ended 31 December 2012.
At 31 December 2012, the Company had
been notified, in accordance with chapter 5 of the Disclosure and Transparency Rules, of the following holdings of voting rights in the Company:
Nafta Moskva and its affiliated companies, where the beneficial owner is Mr. Suleiman Kerimov (40.22%), ONEXIM Group and its associated companies, where the beneficial owner is Mr. Mikhail Prokhorov (37.78%), Chengdong Investment Corporation, a wholly owned subsidiary of CIC International Co, Ltd (4.99%) and JSC VTB Bank (3.65%).
On 22 February 2013, ONEXIM's interest in the Company was purchased by Receza Limited and Wamika Trading Limited, where the beneficial owner is Mr. Gavriil Yushvaev (who now holds 19.28%) and Lizarazu Limited, where the beneficial owner is Mr. Zelimkhan Mutsoev (who now holds 18.50%). There were no other changes to the significant shareholders' ownerships as of 27 March 2013.
Each of the persons who is a Director at the date of approval of this Annual Report confirms that:
Deloitte have expressed their willingness to continue in office as auditors and a resolution to reappoint them will be proposed at the forthcoming Annual General Meeting.
By order of the Board,
German Pikhoya Chief Executive Officer 27 March 2013
Substantial shareholdings as at 27 March 2013:
| % | |||
|---|---|---|---|
| Shareholder | Number of shares | Nature of holding | of issued share capital |
| Nafta Moskva 1 |
1,219,680,676 | Indirect | 40.22 |
| Lizarazu Limited 2 |
560,947,743 | Indirect | 18.50 |
| Wamika Trading | |||
| Limited 3 |
303,214,996 | Indirect | 10 |
| Receza Limited 3 |
281,265,281 | Indirect | 9.28 |
| Chengdong | |||
| Investment | |||
| Corporation 4 |
151,607,496 | Indirect | 4.99 |
| JSC VTB Bank | 110,761,797 | Indirect | 3.65 |
Note:
1 Nafta Moskva is an entity where the beneficial owner is Mr. Suleiman Kerimov. 2 Lizarazu Limited is an entity where the beneficial owner is Mr. Zelimkhan Mutsoev.
3 Wamika Trading Limited and Receza Limited are entities where the beneficial owner is Mr. Gavriil Yushvaev.
4 Chengdong Investment Corporation is a wholly-owned subsidiary of CIC International Co. Ltd.
The Board has applied principle C.2 of the UK Corporate Governance Code by establishing a continuous process for identifying, evaluating and managing the significant risks the Group faces and for determining the nature and extent of the significant risks it is willing to take in achieving its strategic objectives. The Board regularly reviews the process, which has been in place from the start of the year to the date of approval of this report and which is in accordance with revised guidance on internal control published in October 2005 (the Turnbull Guidance). The Board is also responsible for the Group's system of internal control and for reviewing its effectiveness. Such a 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.
In compliance with provision C.2.1 of the UK Corporate Governance Code, the Board regularly reviews the effectiveness of the Group's risk management and internal control systems. The Board's monitoring covers all material controls, including financial, operational and compliance controls. It is based principally
The Risk Committee is appointed by the Board of Directors from the Non-Executive Directors of the Group. The Risk Committee's Terms of Reference were established and approved on 26 October 2011, and include all matters indicated in Section C.2 of the UK Corporate Governance Code.
Composition of the Risk Committee Starting from 1 January 2012, the Risk Committee is composed of three members:
• Anna Kolonchina.
The Chairman of the Risk Committee is Adrian Coates. The Board believes that the current composition of the Risk Committee has the required level of experience to be sufficient to meet the standards imposed by the UK Corporate Governance Code. In the event that any issues should arise which would be deemed outside the areas of expertise of the members, independent professional advice would be sought.
The Risk Committee is authorised to seek any information it requires from any employee of the Group in order to perform its duties; to obtain, at the Group's expense, outside legal or other professional advice on any matter within its terms of reference; and to call any employee to be questioned at a meeting of the Committee as and when required.
The Risk Committee's agenda is linked to the Company's periodic reports to ensure proper disclosure of risks and risk factors. The agenda is predominantly cyclical and maintains a continuous view of risks as well as consideration of new risk factors that the Company is facing.
In 2012, the Risk Committee continued to work with the Company's Risk Management Department in the development of a comprehensive approach to the identification, assessment and mitigation of the substantive risks faced by the Company. The Committee approved the framework for technical and production risk assessment including the setting of tolerance levels rebased to financial values (previously tolerance levels were specified as loss of gold production). These tolerance levels were subsequently approved for implementation by the Board. The Committee tasked the Company's Risk Management Department with expanding the scope of the risk coverage matrix to include broader business risks (financial, economic, legal etc). Accordingly, the Company has produced the first Enterprise-Wide Risk Matrix with the intention of applying the risk management process across the totality of the risks faced by the Group, and coordinating the ERM with the scheduled activities of the Internal Audit department.
Given the importance of the Natalka Project to the Company, the Committee sponsored a specific exercise to assess the Natalka Project development risks. McKinsey & Co. was retained to prepare a report on the key risks, assisted by the Company's Risk Management Department. The Report was presented to the Committee and subsequently to the Board in December. A number of key development risks were identified and the Company is now considering and implementing mitigation actions.
The Committee also received a specific report on the Company's IT risks as part of its ongoing review of the Disaster Recovery checklist.
Please refer to the Company's website for a detailed description of the role of the Risk Committee: www.polyusgold.com/ company/corporate_governance/risk_ committee/
on reviewing reports from management to consider whether significant risks are identified, evaluated, managed and controlled and whether any significant weaknesses are promptly remedied and indicate a need for more extensive monitoring. The Board has also performed a specific assessment for the purpose of this Annual Report. This assessment considers all significant aspects of risk management and internal control arising during the period covered by the report including the work of internal audit. The Audit Committee and Risk Committee assists the Board in discharging its
review responsibilities.
During the course of its review of the risk management and internal control systems, the Board has not identified nor been advised of any failings or weaknesses which it has determined to be significant. Therefore a confirmation in respect of necessary actions has not
been considered appropriate.
| Number of Committee meetings |
Total number of Committee meetings during |
||
|---|---|---|---|
| Director | Designation | attended | the period |
| Adrian Coates | Non-Executive Director, | ||
| Senior Independent Director, | |||
| Chairman of the Committee | 4 | 4 | |
| Kobus Moolman | Non-Executive Director | 4 | 4 |
| Anna Kolonchina1 | Non-Executive Director | 1 | 4 |
Note:
1 Due to the restrictions of the UK Takeover Code, Anna Kolonchina did not attend Risk Committee meetings after the Company entered an Offer Period under the UK Takeover Panel (from 13 September 2012 to 22 February 2013).
The Committee received a quarterly report from the Company's Risk Management Department on all technical and production Critical and Substantial Risks and their planned mitigation.
Approved by the Risk Committee and signed on its behalf by
Chairman of the Risk Committee 27 March 2013
Meetings In 2012 the Committee met four times.
Adrian Coates,
Overview
The activities of the Polyus Gold Group are associated with a variety of risks that may have financial, operational or reputational impact and which may affect the Group's production and financial results.
The Group is committed to achieving successful development, through effective risk management, an efficient distribution of resources, and strengthening of the Group's competitiveness. Successful risk management requires, amongst other things, identification and assessment of potential threat parameters, and development of measures aimed at mitigating potential risks. The overall risk management process is governed by the Risk Committee, composed of independent Non-Executive Directors appointed by the Board of Directors. The Risk Committee ensures that there is a robust framework for identifying and assessing key risks to the business. The principal risks and uncertainties facing the Group have been categorised into headline risk areas. The main areas of associated risks and the measures to manage them are described below.
The Group's activities rely heavily upon its available ore reserves and mineral resources, which are subject to a number of assumptions, particularly the gold price, production costs and recovery rates.
of drilling and other analyses that may turn out to be incorrect. The evaluation and classification of ore and mineral reserves may also be affected by the changes in the prices of gold.
If the quantity and quality of the explored ore reserves and mineral resources are not confirmed, the production efficiency of mining operations may deteriorate as a result of increasing labour intensity and costs.
The Group invests considerable sums every year in programmes for anticipating geological prospecting which is undertaken using the leading technologies. The most advanced explorations are being executed at the Nezhdaninskoye and Bamskoe gold deposits in the Irkutsk region. The Group is also looking to develop the lower horizons of the Olimpiada deposit. In order to confirm mineral and ore resources and reserves the Group engages independent international experts to conduct audits on prospective and existing deposits and to provide surveys on the results of the exploration activity. The Natalka deposit was audited by Micon International.
The Group is exposed to a number of natural and event risk factors which include flooding, pit slope and rim slide, accidents caused by the use of mining equipment, explosive work preparation and performance, damage of power supply facilities or machinery breakdown.
The Group's production activities are carried out in remote far east regions from Krasnoyarsk to Magadan, which are subject to adverse weather conditions. As a result, the delivery of equipment, technological materials and spare parts is more difficult, and they are subject to extra wear and tear and require specific services and repair conditions, hence increasing production costs.
These risks could result in suspended ore production and recovery, increased costs, health and safety, social and adverse environmental impact and affect the Group's production activities.
Mining machinery, transport and new technologies, including those developed by the Group, are used for operations in areas which have complicated geological and severe climatic conditions. The Group aims to mitigate the risks associated with unplanned production interruptions through various processes, including probability analysis and effective risk management. Such risk management includes the identification of potential threat parameters, modelling different risk scenarios, with analysis of the root causes of each and every potential negative event. The Group implements different organisational and technique actions aimed at preventing accidents and emergencies. Thus, during 2012, several critical risks were mitigated followed by a 2% production-at-risk indicator decrease. The progress report on the risks remediation plan is reviewed by the Risk Committee and revised on a regular basis.
There are risks of late delivery and non-compliance with contracts due to failure of contractors, manufacturers or suppliers of mining and processing equipment and technological materials.
The Group's principal operations are located in remote areas with harsh climates and with a poor road infrastructure. The delivery of supplies to the areas where the Group operates may be disrupted or transportation costs may increase. During the winter time the minimum air temperature at the largest production sites (Olimpiada and Blagodatnoye) in Krasnoyarsk region is -61°С, the year average is -5°С. The main trans-shipment terminal at Lesosibirsk, designed to handle, trans-ship, store and deliver all supplies to the sites, is connected by a ground road which is about 320 km, and involves a ferry over the Enisey river or ice crossing. Due to unfavourable weather conditions, transportation is impossible
The inability to obtain strategic consumables, raw and technological materials, technical supply, mining and processing equipment in a timely manner could adversely affect the timing of the introduction of new production capacity and production plans.
for 2-3 months a year. During the different global economic cycles suppliers are exposed to a variety of negative factors which may hamper the production and delivery of the necessary supplies to meet the Group's demand for component parts, spare parts and equipment or result in an increase in costs. To mitigate these risks, the Group regularly monitors the financial performance of its major counterparties and takes measures to increase the number of actual and potential counterparties it conducts business with. To lower the dependence on external energy suppliers the Company mines its own deposit of coal at Kokuy (Krasnoyarsk region) and delivers it to the Olimpiada power station. There is a careful acceptance control of new equipment and technological materials prior to delivery. A special division, LLC Polyus Logistics, was established to carry out logistic functions and improve the effectiveness of purchasing and transportation leverage through optimising transportation routes. The Group also keeps an adequate emergency stock of spare parts and inventories to avoid production interruptions during the spring and autumn road slush.
The Group's income is sourced from gold sales, which are generally effected at spot prices in US dollars. Also, the Group's activity is exposed to relatively high rates of inflation in Russia.
Gold prices are quoted on the international markets in US dollars. Accordingly, the economic results of the Group depend, to a considerable extent, on the fluctuations of gold prices. The gold market is cyclical and sensitive to any economic changes. The price of gold is affected by a number of factors that are beyond the control of the Group. The costs, including in particular materials and utilities, wages and services, are denominated in Russian Roubles and hence subject to exchange rate and inflation changes. Increasing tariff rates on energy by "natural monopolies" may result in increased costs. Despite the fact that the inflation rate for consumer goods in Russia has significantly decreased over the last 12 years from 18.6 to 6.6, the annual rise of tariffs for electric energy, gas and fuel is still high at up to 10-15%.
A substantial continued gold price reduction may result in a decrease in profitability of gold exploration and extraction activities. Increased inflation induced by the current economic climate may have an adverse impact on the Group's financial results.
In the current economic climate, gold is used to hedge potential losses in currency and capital markets. Currently the level of demand for gold remains stable and maintains high price levels. The Group constantly monitors gold markets and does not enter into hedge transactions. In order to reduce the impact of increasing tariff rates, the Group seeks to develop and modernise its own energygenerating facilities and to purchase and consume energy resources based on long-term fixed-price contracts. Prospective inflationary changes are also considered as a part of the analysis when planning the budget and costs of implementing investment projects.
The Group is exposed to liquidity risk in terms of being able to fund operations and growth.
Liquidity risk arises from uncertainty or volatility in the capital or credit markets due to perceived weaknesses of the global economic environment or possibly as a response to shock events. Liquidity risk also arises when lenders are insecure about the long-term cash generating capacity of the Group.
If the Group is unable to obtain sufficient credit due to capital market conditions, it may not be able to raise sufficient funds to develop new projects, fund acquisitions or meet its ongoing financing needs. As a result, revenues, operating results, cash flows or financial position may be adversely affected.
Treatment:
Management of liquidity risk is intended to maintain a sufficient level of monetary resources to fund production-, management-, and investment-related needs, to ensure stability of compliance with the financial obligations of the Group and to develop the appropriate capital structure. The Group monitors on a regular basis production levels, operational expenditures, prices of raw materials, volumes of floating assets and capital expenditure. The enterprises of the Group implement a coordinated automatic programme of cash assets record-keeping. The measures taken to regulate liquidity risk enable the Group to maintain its competitiveness and
long-term financial solvency.
The activities of the Group may be adversely impacted by the failure to obtain, or termination and non-renewal of its licences.
The ability of the Group to carry out its activities depends on its licences, in particular those licences relating to mining rights, and on being able to obtain new licences and complying with their terms. The Group owns a large number of the licences for the exploration of gold and other minerals. The terms of these documents require the Group to comply with a number of industrial standards, employ qualified personnel, ensure that the necessary equipment and operation quality control systems are available, maintain relevant documentation and provide information to the licensing authorities when requested. The Group intends to exploit the deep horizons of the Olimpiada deposit, which may require special permission to carry out underground mining works.
Failure to comply with the terms of licences may result in the termination of licences critical to the operations or confer obligations on the Group, which may decrease its profitability. Absence or cessation of a licence will cause a production halt and, as a consequence, essential financial losses.
The Group is focused on strengthening the control over compliance with licence agreements and industrial standards requirements on a continuous basis. These control activities include the analysis and immediate response to comments or reports made by state regulatory and supervisory authorities in connection with their inspections of the Polyus Group's business activities.
The Group's activities are subject to environmental control and regulation as a result of the use of environmentally hazardous substances, and the disposal of operational waste and hazardous substances into the environment, soil disturbance, potential harm to wildlife and other factors.
Impact:
Changes in environmental legislation and the introduction of stricter licensing requirements may result in additional expenditure to modify industrial processes and cause an increase in environmental charges. Potential impacts include fines and penalties, statutory liability for environmental remediation and other financial consequences that may be significant. Governments may force closure of mines on a temporary or permanent basis or refuse future mining right applications. The Group seeks to comply with its environmental obligations and follows the requirements of Russian and international standards, agreements, conventions and protocols applicable to it. The task of enhancing the efficiency of Group performance is intended, among other things, to reduce emissions of hazardous substances and the development of waste disposal sites. "Bureau Veritas Certification" has performed an audit of CJSC Polyus and JSC "Aldanzoloto" to certify compliance with the international standard ISO14000 (Environmental management system). CJSC Polyus has passed the first round of certification audit to comply with the requirements of standard OHSAS 18001: 2007.
The implementation of the Group's investment projects for the most part is subject to geological, market, operational and compliance risks.
Market risks are caused by changes in the
price of gold, exchange rates and inflation. Operational risks include: the risk of late commissioning of the object; the breach of the functioning of the mine due to errors in the design, construction and installation, which may result in costs exceeding the planned project costs and hamper the mine; and the risk of a shortage of skilled technicians. Given the competition in the recruitment of workers and employers and the location of the associated companies in remote areas, the Group may not be able to attract the required number of qualified specialists for the implementation of investment projects.
Realisation of project risks may result in late commissioning, increased cost of the project, reduced profitability and efficiency of the project, and revocation of licences for the exploitation of mineral resources.
To reduce these project risks, the Group has developed procedures for careful and comprehensive study, selection and analysis of investment projects proposed for implementation. Each project is subject to approval by the Group's Investment Committee, which is constituted with members with expertise in economics, production and law. Control over investment projects is exercised at all stages of implementation. Professional and reliable consultants are engaged to provide audit and assistance in risk identification and ongoing control over the execution of the large investment projects, including design development, subcontracting procurement, construction, commissioning as well as reporting to stakeholders.
The following statement, which should be read in conjunction with the independent auditor's responsibilities stated in the independent auditor's report, set out at page 74, is made with a view to distinguishing the responsibilities of the Board of Directors and those of the independent auditors in relation to the consolidated financial statements of Polyus Gold International Limited. The Board of Directors is responsible for the preparation of the consolidated financial statements that present fairly the financial position of the Group as of 31 December 2012, and the results of its operations, cash flows and changes in equity for the year then ended, in compliance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").
In preparing the consolidated financial statements, the Board of Directors is responsible for:
The Board of Directors is also responsible for:
• designing, implementing and
system of internal controls, throughout
jurisdictions in which the Group operates;
The consolidated financial statements of the Group for the year ended 31 December 2012 were approved on 27 March 2013 by the Board of Directors.
On behalf of the Board of Directors:
German Pikhoya Chief Executive Officer London, 27 March 2013
for the year ended 31 December
| Notes | 2012 | 2011* | |
|---|---|---|---|
| Gold sales | 7 | 2,784,499 | 2,340,650 |
| Other sales | 63,606 | 62,060 | |
| Total revenue | 2,848,105 | 2,402,710 | |
| Cost of gold sales | 8 | (1,361,827) (1,143,033) | |
| Cost of other sales | (45,674) | (46,343) | |
| Gross profit | 1,440,604 | 1,213,334 | |
| Gain on disposal of subsidiaries | 5 | 6,268 | – |
| Selling, general and administrative expenses | 9 | (267,903) | (225,618) |
| Other income / (expenses), net | 10 | 12,803 | (24,077) |
| Impairment of property, plant and equipment | 14 | (17,249) | (23,501) |
| Impairment of capital construction-in-progress | 15 | (19,198) | – |
| Impairment of exploration and evaluation assets | 16 | (338) | (54,708) |
| Impairment of stockpiles | – | (25,209) | |
| Gain on loan settlement and sale and purchase agreement termination | 25 | 79,084 | – |
| Research expenses | (2,079) | (2,581) | |
| Operating profit | 1,231,992 | 857,640 | |
| Finance costs | 11 | (34,791) | (71,403) |
| Income from investments, net | 12 | 35,960 | 3,630 |
| Foreign exchange gain / (loss) | 4,614 | (5,814) | |
| Profit before income tax | 1,237,775 | 784,053 | |
| Income tax | 13 | (257,249) | (210,850) |
| Profit for the year | 980,526 | 573,203 | |
| Profit for the year attributable to: | |||
| Shareholders of the Company | 929,679 | 483,474 | |
| Non-controlling interests | 50,847 | 89,729 | |
| 980,526 | 573,203 | ||
| Weighted average number of ordinary shares in issue during the period ('000s) | 2,950,916 | 2,960,311 | |
| Earnings per share (US cents), basic and diluted1 | 32 | 16 |
* The comparative information for the year ended 31 December 2011 reflects adjustments made in connection with early application of IFRIC 20 (refer to Note 2). 1 There were no financial instruments or any other instances which could cause antidilutive effect on earnings per share calculation.
We have audited the group financial statements (the "financial statements") of Polyus Gold International Limited for the year ended 31 December 2012 which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flows and the related notes 1 to 34. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by European Union.
This report is made solely to the company's members, as a body, in accordance with Article 113A of the Companies (Jersey) Law 1991. 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.
As explained more fully in the Statement of Directors' Responsibilities, the directors are responsible for the preparation of the 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 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.
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. In addition, we read all the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
the following:
Under the Companies (Jersey) Law 1991 we are required to report to you if, in our opinion:
Under the Listing Rules we are required to review the part of the Corporate Governance Statement relating to the company's compliance with the nine provisions of the UK Corporate Governance Code specified for our review.
In our opinion the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the provisions of the UK Companies Act 2006 as if that Act had applied to the company.
We have reviewed the directors' statement in relation to going concern as if the company had been incorporated in the UK and have nothing to report to you in that respect.
Douglas King FCA
for and on behalf of Deloitte LLP Chartered Accountants and Recognised Auditor London, UK 27 March 2013
Note:
(in thousands of US Dollars)
| Notes | 2012 | 2011* | |
|---|---|---|---|
| Assets | |||
| Non-current assets | |||
| Property, plant and equipment | 14 | 2,216,637 | 1,771,107 |
| Capital construction-in-progress | 15 | 623,277 | 371,668 |
| Exploration and evaluation assets | 16 | 467,269 | 399,846 |
| Investments in securities and other financial assets | 17 | 16,034 | 3,643 |
| Inventories | 18 | 242,005 | 206,801 |
| Other non-current assets | – | 35 | |
| Current assets | 3,565,222 | 2,753,100 | |
| Investments in securities and other financial assets | 17 | 78,360 | 63,468 |
| Inventories | 18 | 659,480 | 539,442 |
| Deferred expenditures | 19 | 19,090 | 18,512 |
| Trade and other receivables | 20 | 45,369 | 24,712 |
| Advances paid to suppliers and prepaid expenses | 40,619 | 29,636 | |
| Taxes receivable | 21 | 220,835 | 150,022 |
| Cash and cash equivalents | 22 | 959,932 | 657,448 |
| 2,023,685 | 1,483,240 | ||
| Total assets | 5,588,907 | 4,236,340 | |
| Equity and liabilities | |||
| Capital and reserves | |||
| Share capital | 23 | 482 | 482 |
| Additional paid-in capital | 23 | 2,151,765 | 2,189,240 |
| Treasury shares | 23 | – | (765,013) |
| Investments revaluation reserve | – | 4,557 | |
| Translation reserve | (76,684) | (259,751) | |
| Retained earnings | 2,110,869 | 1,438,992 | |
| Equity attributable to shareholders of the Company | 4,186,432 | 2,608,507 | |
| Non-controlling interests | 282,645 | 236,029 | |
| 4,469,077 | 2,844,536 | ||
| Non-current liabilities | |||
| Site restoration and environmental obligations | 24 | 119,150 | 149,876 |
| Borrowings | 25 | 160,792 | 123,048 |
| Deferred tax liabilities | 26 | 208,998 | 184,207 |
| Other non-current liabilities | 25,695 | 24,008 | |
| 514,635 | 481,139 | ||
| Current liabilities | |||
| Borrowings | 25 | 187,555 | 675,632 |
| Trade, other payables and accrued expenses | 27 | 289,846 | 192,077 |
| Taxes payable | 28 | 127,794 | 42,956 |
| 605,195 | 910,665 | ||
| Total liabilities | 1,119,830 | 1,391,804 | |
| Total equity and liabilities | 5,588,907 | 4,236,340 |
Note: * The comparative information for the year ended 31 December 2011 reflects adjustments made in connection with early application of IFRIC 20 (refer to Note 2).
(in thousands of US Dollars)
| Note | 2012 | 2011* | |
|---|---|---|---|
| Profit for the year | 980,526 | 573,203 | |
| Available-for-sale financial assets: | |||
| Loss from change in fair value of available-for-sale investments | (3,976) | (8,976) | |
| Losses recycled to profit or loss on disposal of available-for-sale investments | 12 | (581) | (17,023) |
| (4,557) | (25,999) | ||
| Effect of translation to presentation currency | 200,568 | (195,632) | |
| Other comprehensive income/(loss) for the year | 196,011 | (221,631) | |
| Total comprehensive income for the year | 1,176,537 | 351,572 | |
| Attributable to: | |||
| Shareholders of the Company | 1,108,189 | 317,460 | |
| Non-controlling interests | 68,348 | 34,112 | |
| 1,176,537 | 351,572 |
Note:
* The comparative information for the year ended 31 December 2011 reflects adjustments made in connection with early application of IFRIC 20 (refer to Note 2).
for the years ended 31 December
(in thousands of US Dollars)
Note:
* The comparative information for the year ended 31 December 2011 reflects adjustments made in connection with early application of IFRIC 20 (refer to Note 2).
| Equity attributable to shareholders of the Company | Equity attributable to shareholders of the Company | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Notes | Number of outstanding shares, (thousands) |
Share capital |
Additional paid-in capital |
Treasury shares |
Investments revaluation reserve |
Notes | Translation reserve |
Retained earnings |
Total | ||
| Balance at 31 December 2010 | 3,082,656 | 519 | 2,087,978 | (626,313) | 30,556 | ||||||
| Profit for the year* | – | – | – | – | – | ||||||
| Other comprehensive loss* | – | – | – | – | (25,999) | ||||||
| Total comprehensive income* | – | – | – | – | (25,999) | ||||||
| Effect of reorganisation | (312,955) | (37) | 220,885 | (258,323) | – | ||||||
| Increase of ownership in subsidiary | 35,489 | – | (119,623) | 119,623 | – | ||||||
| Dividends declared to shareholders of the Company |
23 | – | – | – | – | – | Dividends declared to shareholders | ||||
| Dividends to shareholders of non-controlling interests |
– | – | – | – | – | Dividends to shareholders of | |||||
| Balance at 31 December 2011* | 2,805,190 | 482 | 2,189,240 | (765,013) | 4,557 | ||||||
| Profit for the year | – | – | – | – | – | ||||||
| Other comprehensive income/ (loss) | – | – | – | – | (4,557) | ||||||
| Total comprehensive income | – | – | – | – | (4,557) | ||||||
| Dividends declared to shareholders of | Dividends declared to shareholders of | ||||||||||
| the Company | 23 | – | – | – | – | – | |||||
| Sale of treasury shares | 23 | 226,960 | – | – | 727,538 | – | |||||
| Transfer of balance relating to call option | 23 | – | – | (37,475) | 37,475 | – | |||||
| Dividends declared to shareholders of non-controlling interests |
– | – | – | – | – | Dividends declared to shareholders | |||||
| Balance at 31 December 2012 | 3,032,150 | 482 | 2,151,765 | – | – | ||||||
| Notes | Translation reserve |
Retained earnings |
Total | Non controlling interests |
Total | |
|---|---|---|---|---|---|---|
| Balance at 31 December 2010 | (119,736) | 1,810,641 | 3,183,645 | 56,886 | 3,240,531 | |
| Profit for the year* | – | 483,474 | 483,474 | 89,729 | 573,203 | |
| Other comprehensive loss* | (140,015) | – | (166,014) | (55,617) | (221,631) | |
| Total comprehensive income* | (140,015) | 483,474 | 317,460 | 34,112 | 351,572 | |
| Effect of reorganisation | – | (417,460) | (454,935) | 417,460 | (37,475) | |
| Increase of ownership in subsidiary | – | (365,336) | (365,336) | (223,480) | (588,816) | |
| Dividends declared to shareholders of the Company |
23 | – | (72,327) | (72,327) | – | (72,327) |
| Dividends to shareholders of non-controlling interests |
– | – | – | (48,949) | (48,949) | |
| Balance at 31 December 2011* | (259,751) | 1,438,992 | 2,608,507 | 236,029 | 2,844,536 | |
| Profit for the year | – | 929,679 | 929,679 | 50,847 | 980,526 | |
| Other comprehensive income/ (loss) | 183,067 | – | 178,510 | 17,501 | 196,011 | |
| Total comprehensive income | 183,067 | 929,679 | 1,108,189 | 68,348 | 1,176,537 | |
| Dividends declared to shareholders of the Company |
23 | – | (124,318) | (124,318) | – | (124,318) |
| Sale of treasury shares | 23 | – | (133,484) | 594,054 | 30,318 | 624,372 |
| Transfer of balance relating to call option | 23 | – | – | – | – | – |
| Dividends declared to shareholders | ||||||
| of non-controlling interests | – | – | – | (52,050) | (52,050) | |
| Balance at 31 December 2012 | (76,684) | 2,110,869 | 4,186,432 | 282,645 | 4,469,077 |
(in thousands of US Dollars)
| Notes | 2012 | 2011* | |
|---|---|---|---|
| Net cash generated from operating activities | 29 | 991,769 | 775,588 |
| Investing activities | |||
| Proceeds from subsidiaries' disposal, net of cash disposed | 5 | 20,973 | – |
| Proceeds from termination of the sale and purchase agreement | 25 | 40,647 | – |
| Purchases of property, plant and equipment | (750,224) | (343,037) | |
| Payments for stripping activity asset | (81,802) | (28,453) | |
| Proceeds from sales of property, plant and equipment | 2,874 | 1,911 | |
| Interest received | 35,942 | 15,359 | |
| Purchases of investments in securities and placement of deposits in banks | (58,265) | (37,596) | |
| Proceeds on sales of investments in securities and redemption of bank deposits | 26,066 | 121,270 | |
| Net cash utilised in investing activities | (763,789) | (270,546) | |
| Financing activities | |||
| Acquisition of subsidiary's shares | – | (588,816) | |
| Proceeds from sale of treasury shares | 23 | 624,372 | – |
| Dividends paid to shareholders of the Company | 23 | (124,318) | (73,191) |
| Dividends paid to shareholders of non-controlling interests | (47,547) | (26,225) | |
| Proceeds from borrowings | 25 | 273,467 | 560,000 |
| Repayment of borrowings | 25 | (690,002) | – |
| Other | – | (6,726) | |
| Net cash from / (utilised) in financing activities | 35,972 | (134,958) | |
| Net increase in cash and cash equivalents | 263,952 | 370,084 | |
| Cash and cash equivalents at beginning of the year | 22 | 657,448 | 326,905 |
| Effect of foreign exchange rate changes on cash and cash equivalents | 38,532 | (39,541) | |
| Cash and cash equivalents at end of the year | 22 | 959,932 | 657,448 |
Note:
* The comparative information for the year ended 31 December 2011 reflects adjustments made in connection with early application of IFRIC 20 (refer to Note 2).
for the year ended 31 December 2012 (in thousands of US Dollars)
Polyus Gold International Limited (the "Company") was incorporated on 26 September 2005 and re-registered as a public limited company under Companies (Jersey) Law 1991 on 18 November 2005.
On 19 June 2012, the Company was admitted to the Official List of the UK Listing Authority and commenced trading on the London Stock Exchange's premium listed market.
The principal activities of the Company and its controlled entities (the "Group") are the extraction, refining and sale of gold. Mining and processing facilities of the Group are located in the Krasnoyarsk and Irkutsk regions and Sakha Republic of the Russian Federation and in the Republic of Kazakhstan.
The Group also performs research, exploration and development works, primarily at the Natalka licence area located in the Magadan region, Nezhdaninskoye licence areas located in the Sakha Republic, Kyrgyzstan and the Republic of Kazakhstan. Further details regarding the nature of the business and of the significant subsidiaries of the Group are presented in Note 34.
In assessing its going concern status, the Directors have taken account of the Group's financial position, expected future trading performance, its borrowings and available credit facilities and its capital expenditure commitments and plans, considerations of gold price, together with other risks facing the Group. After making appropriate enquiries, the Directors consider that the Group has adequate resources to continue in operational existence for at least the next 12 months from the date of these consolidated financial statements and that it is appropriate to adopt the going concern basis in preparing these consolidated financial statements.
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") as adopted by the European Union ("EU"). IFRS includes the standards and interpretations approved by the IASB including International Accounting Standards ("IAS") and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC").
The entities of the Group maintain their accounting records in accordance with the laws, accounting and reporting regulations of the jurisdiction in which they are incorporated and registered. The accounting principles and financial reporting procedures in these jurisdictions may differ substantially from those generally accepted under IFRS as adopted by the EU. Accordingly, such financial information has been adjusted to ensure that the consolidated financial statements are presented in accordance with IFRS as adopted by the EU.
The consolidated financial statements of the Group are prepared on the historical cost basis, except for mark-to-market valuation of certain financial instruments, in accordance with IAS 39 "Financial Instruments: recognition and measurement".
Certain reclassifications were performed in the comparative financial information to be consistent with the classification in the reporting year.
At the date of approval of the consolidated financial statements, the following new or amended IFRS standards have been issued by the IASB in the year ended 31 December 2012, but are not mandatory for the current reporting period and therefore have not been applied:
Effective for annual periods
| beginning on or after | |
|---|---|
| IFRS 1 "First-time Adoption of International Financial Reporting Standards" | 1 January 2013 |
| IFRS 7 "Financial Instruments: Disclosures" – amendment | 1 January 2013 |
| IFRS 10 "Consolidated financial statements" | 1 January 2013 |
| IFRS 11 "Joint arrangements" | 1 January 2013 |
| IFRS 12 "Disclosure of interests in other entities" | 1 January 2013 |
| IFRS 13 "Fair value measurement" | 1 January 2013 |
| IAS 19 "Employee benefits" – amendment | 1 January 2013 |
| IAS 27 "Separate financial statements" – amendment | 1 January 2013 |
| IAS 28 "Investments in associates and joint ventures" – amendment | 1 January 2013 |
| IAS 34 "Interim Financial Reporting" – amendment | 1 January 2013 |
| IAS 32 "Financial instruments: Presentation" – amendment | 1 January 2014 |
| IFRS 9 "Financial Instruments – Classification and Measurement" | 1 January 2015 |
The impact of the adoption of these standards and interpretations in the preparation of the consolidated financial statements in future periods is currently being assessed by Group's management; however, no material effect on the Group's financial position or results of its operations is anticipated.
Before adoption of IFRIC 20 the Group capitalised stripping costs, using the life-of-mine stripping ratio. If the actual stripping ratio exceeded the expected average life-of-mine stripping ratio, stripping costs related to the stripping in excess of the life-of-mine ratio were deferred and recognised as a separate non-current asset. When the actual stripping ratio was below the expected average life-of-mine ratio, the shortfall in stripping cost to meet the average life-of-mine stripping ratio was expensed.
In 2012, the Company early adopted IFRIC 20 "Stripping costs in the Production Phase of a Surface mine" to account for costs directly related to its surface mining stripping activity.
IFRIC 20 requires prospective application of the standard to production stripping costs incurred on or after the beginning of the earliest period presented. Deferred stripping costs related to production which existed at the beginning of the earliest period presented are recognised and amortised on the same basis as new stripping activity assets could be identified with a remaining component of an ore body. If such balances could not be identified with the remaining component of the ore body that was made more accessible by the stripping activity, the asset is reduced and recognised as an adjustment to opening retained earnings.
The adoption of IFRIC 20 has not resulted in the write down of the previously recognised deferred stripping cost balance as at January 2011.
The reconciliation of the previously reported and adjusted components of the consolidated financial statements as of and for the year
| 31 December 2011 | |||
|---|---|---|---|
| As previously reported |
Adjustments | As restated | |
| Consolidated statement of financial position | |||
| Assets | |||
| Property, plant and equipment | 1,684,749 | 86,358 | 1,771,107 |
| Deferred stripping costs | 64,460 | (64,460) | – |
| Inventories, non-current | 207,789 | (988) | 206,801 |
| Inventories, current | 543,023 | (3,581) | 539,442 |
| Equity and liabilities | |||
| Translation reserve | (258,426) | (1,325) | (259,751) |
| Retained earnings | 1,424,516 | 14,476 | 1,438,992 |
| Non-controlling interests | 235,317 | 712 | 236,029 |
| Deferred tax liabilities | 180,741 | 3,466 | 184,207 |
| Consolidated income statement for the year ended | |||
| Cost of gold sales | (1,162,019) | 18,986 | (1,143,033) |
| Income tax | (207,052) | (3,798) | (210,850) |
| Consolidated statement of comprehensive income for the year ended | |||
| Effect of translation to presentation currency | (194,307) | (1,325) | (195,632) |
| Total comprehensive income for the year attributable to: | |||
| Shareholders of the Company | 468,998 | 14,476 | 483,474 |
| Non-controlling interests | 89,017 | 712 | 89,729 |
| Consolidated statement of cash flows for the year ended | |||
| Operating activities | |||
| Profit before income tax | 765,067 | 18,986 | 784,053 |
| Adjustments for: | |||
| Amortisation and depreciation | 187,949 | 2,132 | 190,081 |
| Expensed stripping costs | 10,935 | (10,935) | – |
| Investing activities | |||
| Payments for stripping activity asset | (18,270) | (10,183) | (28,453) |
The consolidated financial statements of the Group include the financial statements of the Company and all its subsidiaries, from the date that control effectively commenced until the date that control effectively ceased. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
Non-controlling interests in consolidated subsidiaries are identified separately from the Group's equity therein. The interest of noncontrolling shareholders may initially be measured either at fair value or at the non-controlling interest's proportionate share of the fair value of the acquiree's identifiable net assets. The choice of measurement basis is made on an acquisition-by-acquisition basis. Subsequent to acquisition, the carrying amount of the non-controlling interest is the amount of those interests at initial recognition plus the non-controlling interest's share of subsequent changes in net assets since the date of the combination. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interest having a deficit balance.
Changes in the Group's interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.
When the Group loses control of a subsidiary, the profit and loss on disposal is calculated as the difference between the aggregate of the fair value of the consideration received and the fair value of any retained interest and the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. Amounts previously recognised in other comprehensive income in relation to the subsidiary are accounted for in the same manner as would be required if the relevant assets or liabilities were disposed of. The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IAS 39 "Financial Instruments: Recognition and Measurement" or, when applicable, the cost on initial recognition of an investment in an associate or jointly controlled entity.
All intra-group balances, transactions and any unrealised profits or losses arising from intra-group transactions are eliminated on consolidation.
Except for common control transactions, acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of the fair values (at the date of acquisition) of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred.
Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition where they qualify as measurement period adjustments. All other subsequent changes in the fair value of contingent consideration classified as an asset or liability are accounted for in accordance with relevant IFRS.
Where a business combination is achieved in stages, the Group's previously held interests in the acquired entity are remeasured to fair value at the acquisition date (i. e. the date the Group obtains control) and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to the consolidated income statement, where such treatment would be appropriate if that interest were disposed of.
The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 "Business Combinations" (2008) are recognised at their fair value at the acquisition date, except that:
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date. The measurement period may not exceed one year from the effective date of the acquisition.
The individual financial statements of the Group's subsidiaries are each prepared in their respective functional currencies. The functional currency of the Company is the US Dollar. The Russian Rouble ("RUB") is the functional currency of all the subsidiaries of the Group, except for the following subsidiaries operating with significant degrees of autonomy:
Subsidiaries Functional currency Jenington International Incorporated US Dollar
Polyus Exploration Limited US Dollar Polyus Investments Limited US Dollar
JSC "MMC Kazakhaltyn" and its subsidiaries Kazakh Tenge
The Group presents its consolidated financial statements in the US Dollar ("USD"), as management believes it is a more convenient presentation currency for international users of the consolidated financial statements of the Group as it is a common presentation currency in the mining industry. The translation of the financial statements of the Group entities from their functional currencies to the presentation currency is performed as follows:
exchange rates at the respective dates. All cash flows are translated at the average exchange rates for the years presented, except
Exchange rates used in the preparation of the consolidated financial statements were as follows:
| 2012 | 2011 | 2010 | |
|---|---|---|---|
| Russian Rouble/US Dollar | |||
| Year end rate | 30.37 | 32.20 | 30.47 |
| Average for the year | 31.09 | 29.39 | 30.36 |
| Kazakh Tenge/US Dollar | |||
| Year end rate | 150.74 | 148.40 | 147.40 |
| Average for the year | 149.11 | 146.62 | 147.35 |
Transactions in currencies other than the entity's functional currencies (foreign currencies) are recorded at the exchange rates prevailing on the dates of the transactions. All monetary assets and liabilities denominated in foreign currencies are translated at the exchange rates prevailing at the reporting date. Non monetary items carried at historical cost are translated at the exchange rate prevailing on the date of transaction. Non-monetary items carried at fair value are translated at the exchange rate prevailing on the date on which the most recent fair value was determined. Exchange differences arising from changes in exchange rates are recognised in the consolidated income statement.
Revenue from the sale of refined gold and other gold-bearing products is recognised when the risks and rewards of ownership are transferred to the buyer, the Group retains neither a continuing degree of involvement or control over the goods sold, the amount of revenue can be measured reliably, and it is probable that the economic benefits associated with the transaction will flow to the entity. Revenue from gold doré sales is recognised at the time of shipment from the refining plant when the Group has received confirmation of sale to the third party. Revenue from gold-bearing products is recognised when the goods have been delivered to a contractually agreed location. Gold sales are stated at their invoiced value net of value-added tax.
Other revenue comprises mainly sales of electricity, transportation, handling and warehousing services, and other. Revenue from the sale of electricity is recognised when a contract exists, delivery has taken place, a quantifiable price has been established or can be determined and the receivables are likely to be recovered. Delivery takes place when the risks and benefits associated with ownership are transferred to the buyer. Revenue from service contracts is recognised when the services are rendered.
Income tax expense represents the sum of the tax currently payable and deferred tax. Income taxes are computed in accordance with the laws of countries where the Group operates.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date.
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and are accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences, and deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets arising from deductible temporary differences associated with investments in subsidiaries and associates are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set-off current tax assets against current tax liabilities and 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.
Current and deferred tax are recognised as an expense or income in the consolidated income statement, except when they relate to items that are recognised outside the consolidated income statement, in which case the tax is also recognised outside the consolidated income statement, or where they arise from the initial accounting for a business combination. In the case of a business combination, the tax effect is taken into account in calculating goodwill or determining the excess of the acquirer's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities over cost.
The lease of assets under which all the risks and benefits of ownership are retained by the lessor are classified as operating leases. Costs for operating leases are recognised on a straight line basis over the lease term unless another systematic basis is more representative of the time pattern of the user's benefit.
Dividends and related taxation thereon are recognised as a liability in the period in which they have been declared and become legally payable.
Retained earnings legally distributable by the Company are based on the amounts available for distribution in accordance with the applicable legislation and as reflected in the statutory financial statements of the individual subsidiaries of the Group. These amounts may differ significantly from the amounts calculated on the basis of IFRS.
Mineral rights are recorded as assets upon acquisition at fair value and are included within mining assets or exploration and evaluation assets.
Mining assets are recorded at cost less accumulated amortisation. Mining assets include the cost of acquiring and developing mining properties, pre-production expenditure and mine infrastructure, processing plant, mineral rights and mining and exploration licences and the present value of future decommissioning costs.
Mining assets are amortised on a straight-line basis over the estimated economic useful life of the asset, or the remaining useful life of mines of 6 to 20 years per mine operating plans, which call for production from estimated proven and probable ore reserves under the Russian Resource Reporting Code, whichever is shorter. Amortisation is charged from the date a new mine reaches commercial production quantities and is included in the cost of production.
The estimated remaining useful lives of the Group's significant mines based on the mine operating plans are as follows:
| Olimpiada | 12 years |
|---|---|
| Blagodatnoye | 9-20 years |
| Kuranakh | 15 years |
Non-mining assets are stated at cost less accumulated depreciation. Depreciation is provided on a straight-line basis over the economic useful lives of such assets:
Building, structures, plant and equipment 5-50 years Transport 3-11 years Other assets 3-10 years
Stripping costs incurred during the production phase are considered to create two benefits, being either the production of inventory in the current period and/or improved access to the ore to be mined in the future. Where production stripping costs are incurred and the benefit is improved access to ore to be mined in the future, the costs are recognised as a stripping activity asset, if the following criteria are met:
If not all of the criteria are met, the production stripping costs are included in the cost of inventory which are expensed in the consolidated income statement as cost of gold sales as they are sold.
The stripping activity asset is initially measured at cost, which is the accumulation of costs directly incurred to perform the stripping activity that improves access to the identified component of ore, plus an allocation of directly attributable overhead costs. The costs associated with incidental operations are not included in the costs of stripping activity asset.
The Group uses an allocation basis that is based on volumes of waste extracted compared with expected volumes of ore extracted from a specific component of the ore body to allocate stripping costs between inventory and the stripping activity asset in accordance with the Group's mine operating plans. Production forecasts included in the mine operating plans are based on estimated proven and probable ore reserves under the Russian Resource Reporting Code.
The stripping activity asset is accounted for as a part of property, plant and equipment and subsequently depreciated using the straight-line method over the life of the identified component of the ore body that became more accessible as a result of the stripping activity. After initial recognition the stripping activity asset is carried at cost less depreciation and any impairment losses.
Leases under which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. Assets subject to finance leases are capitalised as property, plant and equipment at the lower of fair value or present value of future minimum lease payments at the date of acquisition, with the related lease obligation recognised at the same value. Assets held under finance leases are depreciated over their estimated economic useful lives or over the term of the lease, if shorter. If there is reasonable certainty that the lessee will obtain ownership by the end of the lease term, the period of expected use is useful life of the asset.
Finance lease payments are allocated using the effective interest rate method, between the lease finance cost, which is included in interest paid, and the capital repayment, which reduces the related lease obligation to the lessor.
An impairment review of tangible assets is carried out when there is an indication that those assets have suffered an impairment loss. If any such indication exists, the carrying amount of the asset is compared to the estimated recoverable amount of the asset in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The recoverable amount is the higher of fair value less costs to sell or value-in-use. If the recoverable amount of an asset (or cashgenerating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. The impairment loss is recognised in the consolidated income statement immediately, unless the relevant asset is carried at revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the original carrying amount that would have been determined had no impairment loss been recognised in prior periods.
A reversal of an impairment loss is recognised in the consolidated income statement immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
Capital construction-in-progress comprises costs directly related to mine project development such as construction of buildings, infrastructure, processing plant, machinery and equipment. When the capital construction-in-progress has been completed and in a condition necessary for them to be capable of operating in the manner intended by management, the objects are reclassified to mining assets.
Finance costs directly attributable to the construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the finance costs eligible for capitalisation.
All other finance costs are recognised in the consolidated income statement in the period in which they are incurred
Exploration and evaluation assets represent capitalised expenditures incurred by the Group in connection with the exploration for and evaluation of gold resources, such as:
Exploration and evaluation expenditures are capitalised when the exploration and evaluation activities have not reached a stage that permits a reasonable assessment of the existence of commercially recoverable gold resources. When the technical feasibility and commercial viability of extracting a gold resource are demonstrable and a decision has been made to develop the mine, capitalised exploration and evaluation assets are reclassified to mining assets.
Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The following facts and circumstances, among others, indicate that exploration and evaluation assets must be tested for impairment:
For the purpose of assessing exploration and evaluation assets for impairment, such assets are allocated to cash-generating units, being exploration licence areas.
Any impairment loss is recognised as an expense in accordance with the policy on impairment of tangible assets set out above.
Inventories including refined metals, metals in concentrate and in process, ore stockpiles and doré are stated at the lower of production cost or net realisable value. Production cost is determined as the sum of the applicable expenses incurred directly or indirectly in bringing inventories to their existing condition and location. Refined metals are valued at the average cost of production per saleable unit of metal. Work-in-process, metal concentrate and doré are valued at the average production costs at the relevant stage of production. Net realisable value represents the estimated selling price for product based on prevailing spot metal prices, less estimated costs to complete production and costs necessary to make the sale.
Stores and materials consist of consumable stores and are stated at the lower of cost and net realisable value. Costs of stores and materials are determined on a weighted average cost basis.
Net realisable value represents the estimated selling price for stores and materials less all costs necessary to make the sale.
Financial assets are recognised on trade date where the purchase or sale of a financial asset is under a contract whose terms require delivery of the financial asset within the timeframe established by the market concerned, and are initially measured at fair value, plus transaction costs, except for financial assets classified as at fair value through profit or loss, which are initially measured at fair value.
The Group's financial assets are classified into the following categories:
The classification depends on the nature and purpose of the financial asset and is determined at the time of initial recognition.
Financial assets are classified as at FVTPL where the financial asset is either held for trading or it is designated as at FVTPL.
A financial asset is classified as held for trading if:
A financial asset other than a financial asset held for trading may be designated as a FVTPL upon initial recognition if:
Financial assets at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset and is included in the (Loss)/income from investments line item in the consolidated income statement. Fair value is determined in the manner described in Note 32.
Promissory notes with fixed or determinable payments and fixed maturity dates that the Group has the positive intent and ability to hold to maturity are classified as held-to-maturity investments. Held-to-maturity investments are recorded at amortised cost using the effective interest method less impairment, with income recognised on an effective yield basis.
AFS financial assets mainly include investments in listed and unlisted shares.
Listed shares held by the Group that are traded in an active market are stated at fair value. Fair value of AFS is determined as follows:
Gains and losses arising from changes in fair value are recognised directly in equity in the investments revaluation reserve with the exception of impairment losses, interest calculated using the effective interest method and foreign exchange gains and losses on monetary assets, which are recognised directly in the consolidated income statement. Where the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously recognised in the investments revaluation reserve is included in the consolidated income statement for the period.
Dividends on AFS equity instruments are recognised in the consolidated income statement when the Group's right to receive the dividends is established.
The fair value of AFS financial assets denominated in a foreign currency is determined in that foreign currency and translated at the exchange rate at the reporting date. The change in fair value attributable to translation differences that result from a change in amortised cost of the asset is recognised in the consolidated income statement, and other changes are recognised in equity.
Loans and receivables with fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Loans and receivables are measured at amortised cost using the effective interest method less any impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.
Financial assets, other than those at FVTPL, are assessed for indicators of impairment at each reporting date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted. For financial assets carried at amortised cost, 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 carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables where the carrying amount is reduced through the use of an allowance account. When a trade receivable is uncollectible, it is written-off against the allowance account. Subsequent recoveries of amounts previously written-off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in the consolidated income statement.
With the exception of AFS equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through the consolidated income statement to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised. In respect of AFS equity securities, any increase in fair value subsequent to an impairment loss is recognised directly in equity.
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.
The effective interest method is a method of calculating the amortised cost of a financial asset or liability and of allocating interest income or expense, respectively, over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts or payments, as applicable, through the expected life of the financial asset or liability, or, where appropriate, a shorter period.
Income is recognised on an effective interest rate basis for debt instruments other than those financial assets designated as at FVTPL.
Financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs, and subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis within finance cost.
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or they expire.
Cash and cash equivalents comprise cash balances, cash deposits and highly liquid investments with original maturities of three months or less, which are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value.
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.
Site restoration and environmental obligations include decommissioning and land restoration costs. Future decommissioning and land restoration costs, discounted to net present value, are added to respective assets and corresponding obligations raised as soon as the constructive obligation to incur such costs arises and the future cost can be reliably estimated. Additional assets are amortised on a straight-line basis over the useful life of the corresponding asset. The unwinding of the obligation is included in the consolidated income statement as finance costs. Obligations are periodically reviewed in light of current laws and regulations, and adjustments made as necessary to the corresponding item of property, plant and equipment.
Ongoing restoration costs are expensed when incurred.
Overview
Preparation of the consolidated financial statements in accordance with IFRS requires the Group's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The determination of estimates requires judgements which are based on historical experience, current and expected economic conditions, and all other available information. Actual results could differ from those estimates.
Management considers the determination if exploration and evaluation assets will be recouped by future exploitation or sale, identification and valuation of tangible and intangible assets and liabilities, assessment of the outcome of contingencies and the interpretation of tax legislation as critical judgements made in the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognised in the consolidated financial statements. All of these critical judgements require estimation of amounts recorded in the consolidated financial statements as described below.
The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
The most significant areas requiring the use of management estimates and assumptions relate to:
The Group's mining assets, classified within property, plant and equipment, are amortised using the straight-line method over the life-of-mine based on a mine operating plan, which calls for production from estimated proven and probable ore reserves under the Russian Resource Reporting Code. When determining life-of-mine, assumptions that were valid at the time of estimation may change when new information becomes available.
The factors that could affect estimation of life-of-mine include the following:
Any of these changes could affect prospective amortisation of mining assets and their carrying value.
Non-mining property, plant and equipment are depreciated on a straight-line basis over their economic useful lives. Management periodically reviews the appropriateness of the assets' economic useful lives. The review is based on the current condition of the assets and the estimated period during which they will continue to bring economic benefit to the Group.
Management's judgement is involved in the determination of whether the expenditures which are capitalised as exploration and evaluation assets may be recouped by future exploitation or sale or should be impaired. Determining this, management estimates the possibility of finding recoverable ore reserves related to a particular area of interest. However, these estimates are subject to significant uncertainties. The Group is involved in exploration and evaluation activities, and some of its licensed properties contain gold resources under the definition of internationally recognised mineral resource reporting methodologies. A number of licensed properties have no mineral resource delineation. Many of the factors, assumptions and variables involved in estimating resources are beyond the Group's control and may prove to be incorrect over time. Subsequent changes in gold resources estimates could impact the carrying value of exploration and evaluation assets.
The Nezhdaninskoye deposit is treated and classified as an exploration and evaluation asset because, at the current stage certain reserves have been identified, but a decision on the deposit has not yet been made. Among the future options are:
Management continues to evaluate the deposit and has not taken a final decision.
The Group incurs stripping costs during the production phases of its surface mining operations. Significant judgement is required to distinguish between the production stripping which relates to the extraction of inventory and that relates to the creation of a stripping activity asset.
In order to perform the allocation the Group is required to identify separate components towards which the stripping costs have been incurred for the ore bodies in each of its mines. An identifiable component is a specific volume of the ore body that is made more accessible by the stripping activity. Significant judgement is required to identify and define these components, and also to determine the expected volumes of waste to be stripped and ore to be mined in each of these components. For the purposes of identification of separate component the Group uses mine operating plans, which are based on estimated proven and probable ore reserves under the Russian Resource Reporting Code.
Each discrete stage of mining identified at mine plan is considered as units of account. If the mine plan initially identifies several discrete stages of mining which will take place consecutively (one after another), these stages would be identified as components. These assessments are undertaken for each individual mine.
Stripping costs incurred during the production phase should be allocated between inventory produced and the stripping activity asset by using the allocation basis. The Group considers that the volume of waste extracted compared with expected volume of a specific component of the ore body, for a given level of ore production, to be the most suitable allocation basis.
The Group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets are impaired. In making the assessment for impairment, assets that do not generate independent cash flows are allocated to an appropriate cash-generating unit. Management necessarily applies its judgement in allocating assets that do not generate independent cash flows to appropriate cash-generating units, and also in estimating the timing and value of underlying cash flows within the value-in-use calculation. Subsequent changes to the cash-generating unit allocation or to the timing of cash flows could impact the carrying value of the respective assets.
The Group's mining and exploration activities are subject to various environmental laws and regulations. The Group estimates site restoration and environmental obligations based on management's understanding of the current legal requirements in the various jurisdictions, terms of the licence agreements and internally generated engineering estimates. A provision is recognised, based on the net present values for decommissioning and land restoration costs, as soon as the obligation arises. Actual costs incurred in future periods could differ materially from the amounts provided. Additionally, future changes to environmental laws and regulations, life-of-mine estimates and discount rates could affect the carrying amount of this provision.
The Group is subject to income taxes in numerous jurisdictions. Significant judgement is required in determining the Group's provision for income taxes due to the complexity of legislation. There are many transactions and calculations for which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. The estimation of that probability includes judgements based on the expected performance. Various factors are considered to assess the probability of the future utilisation of deferred tax assets, including past operating results, operational plan, expiration of tax losses carried forward, and tax planning strategies. If actual results differ from the estimates or if these estimates must be adjusted in future periods, the financial position, results of operations and cash flows may be negatively affected.
By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. The assessment of such contingencies inherently involves the exercise of significant judgements and estimates of the outcome of future events.
During the year ended 31 December 2012 the following subsidiaries of the Group:
Romaltyn Mining and Romaltyn Exploration (together, "the Romanian assets") hold rights to various mining assets in Romania including a gold treatment plant with an annual processing capacity of 2.5 million tonnes (currently not in operation) and a number of exploration properties. Romanian assets were acquired in 2009, together with the Group's subsidiaries in Kazakhstan. The disposal of the Romanian assets was driven by the strategic objectives of the Group and the increased focus on our core large-scale operations.
GRK Bargold and Yakutskoe GRP hold rights to a number of exploration properties in Russia. The Group's investment in GRK Bargold was fully impaired during the year ended 31 December 2011.
There were no contingent liabilities or deferred consideration applicable to the sale. All the proceeds were received in cash.
The following assets and liabilities were disposed during the year ended 31 December 2012:
| Romanian assets/liabilities |
GRK Bargold and Yakutskoe GRP assets/liabilities |
Total assets/liabilities disposed |
|
|---|---|---|---|
| Property, plant and equipment | 9,772 | – | 9,772 |
| Capital construction-in-progress | 6,572 | – | 6,572 |
| Exploration and evaluation assets | 3,880 | 544 | 4,424 |
| Cash | 572 | 686 | 1,258 |
| Other assets | 900 | 18 | 918 |
| Site restoration and environmental obligations | (5,022) | – | (5,022) |
| Other liabilities | (1,947) | (12) | (1,959) |
| Total net assets disposed | 14,727 | 1,236 | 15,963 |
| Proceeds | 20,000 | 2,231 | 22,231 |
| Gain on disposal | 5,273 | 995 | 6,268 |
For management purposes, the Group is organised into separate business segments defined by a combination of operating activities and geographical area. Separate financial information is available for each segment and reported regularly to the chief operating decision maker ("CODM") and the Executive Committee. The Group's eight (2011 – seven) identified reportable segments are located and described as follows:
CODM started to analyse this segment separately. Previously, LLC "Polyus Stroy" was reported within the Krasnoyarsk business unit. Information for the comparative period was not restated due to the insignificance of its operations in 2011. CJSC "Vitimenergostroy"
The reportable segments derive their revenue primarily from gold sales. The CODM performs an analysis of the operating results based on these separate business units and evaluates the reporting segment's results, for the purposes of resource allocation, based on the segment measure; segment profit before income tax excluding the finance costs, other sales, costs of other sales and income from investments.
Business segment assets and liabilities are not reviewed by the CODM and therefore are not disclosed in these consolidated financial statements. Segment financial information provided to the CODM is prepared from the management accounts, which are based on Russian or Kazakhstan accounting standards.
The Group does not allocate segment results of companies that perform management, investing activities and certain other administrative functions within its internal reporting.
| Gold sales | Segment profit/(loss) |
Capital expenditures |
Depreciation and amortisation |
|
|---|---|---|---|---|
| For the year ended 31 December 2012 | ||||
| Business units | ||||
| Krasnoyarsk | 1,948,587 | 990,463 | 144,555 | 112,379 |
| Irkutsk alluvial | 363,552 | 97,009 | 19,825 | 10,944 |
| Yakutia Kuranakh | 229,719 | 57,245 | 23,446 | 9,420 |
| Kazakhstan | 166,475 | 64,485 | 42,152 | 21,061 |
| Irkutsk ore | 76,166 | 29,687 | 151,188 | 6,477 |
| Magadan | – | (20,061) | 191,043 | 5,632 |
| Exploration | – | (10,083) | 22,535 | 2,103 |
| Capital construction | – | 1,339 | 133,916 | 5,528 |
| Total | 2,784,499 | 1,210,084 | 728,660 | 173,544 |
| For the year ended 31 December 2011 | ||||
| Business units |
| Krasnoyarsk | 1,641,380 | 918,078 | 236,780 | 104,821 |
|---|---|---|---|---|
| Irkutsk alluvial | 350,213 | 102,795 | 22,808 | 6,550 |
| Yakutia Kuranakh | 184,735 | 13,797 | 12,569 | 8,298 |
| Kazakhstan | 160,825 | 5,773 | 38,583 | 14,939 |
| Irkutsk ore | 3,497 | (13,042) | 111,751 | 7,307 |
| Magadan | – | (16,313) | 22,026 | 3,784 |
| Exploration | – | (14,107) | 11,213 | 973 |
| Total | 2,340,650 | 996,981 | 455,730 | 146,672 |
Gold sales reported above represent revenue generated from external customers. There were no inter-segment gold sales during the years ended 31 December 2012 and 2011.
| Year ended 31 December | ||
|---|---|---|
| 2012 | 2011 | |
| Segment profit | 1,210,084 | 996,981 |
|---|---|---|
| Differences between IFRS and management accounts: | ||
| Capitalised exploration works | 21,895 | (206) |
| Provisions and accruals | (26,692) | (49,109) |
| Additional depreciation charge and amortisation of mineral rights | (22,314) | (39,145) |
| Calculation of gold-in-process at net production cost | 493 | (26,912) |
| Difference in stripping costs capitalisation | 29,867 | 32,559 |
| Other | (11,227) | (3,219) |
| Adjusted segment net profit | 1,202,106 | 910,949 |
| Unallocated central costs, results of financing and investing activities and differences in accounting | ||
| treatment under IFRS | 35,669 | (126,896) |
| Profit before income tax | 1,237,775 | 784,053 |
| The segment capital expenditures reconciles to the IFRS reported numbers on a consolidated basis as follows: |
| Year ended 31 December | ||
|---|---|---|
| 2012 | 2011 | |
| Segment capital expenditures | 728,660 | 455,730 |
| Differences between IFRS and management accounts: | ||
| Differences at the moment of recognition of capital expenditures | 46,175 | (85,268) |
| Reclassification of advances paid for property, plant and equipment and construction works | (21,041) | 20,148 |
| Reclassification of materials related to construction works | 71,375 | (9,322) |
| Differences in capitalised exploration and evaluation costs | 2,015 | (12,635) |
| Other | 4,861 | (1,821) |
| Adjusted segment capital expenditure | 832,045 | 366,832 |
| Unallocated central capital expenditures | 18,674 | 1,307 |
| Capital expenditures | 850,719 | 368,139 |
The segment depreciation and amortisation reconciles to the IFRS reported numbers on a consolidated basis as follows:
| Year ended 31 December | ||
|---|---|---|
| 2012 | 2011 | |
Additional depreciation charge 16,373 30,010 Amortisation of mineral rights 5,941 13,399
Depreciation and amortisation 195,858 190,081
The Group's information about its non-current assets other than financial instruments by geographical location is as follows:
| 31 December | ||
|---|---|---|
| 2012 | 2011 | |
| Russian Federation | 3,224,228 | 2,392,751 |
| Republic of Kazakhstan | 310,821 | 308,358 |
| Kyrgyzstan | 14,069 | 31,084 |
| Romania | – | 17,170 |
| United Kingdom | 70 | 94 |
| Total | 3,549,188 | 2,749,457 |
The impairment losses under IFRS in relation to Property, plant and equipment attributable to each reportable segment are presented as follows:
| Year ended 31 December | ||
|---|---|---|
| 2012 | 2011 | |
| Business units | ||
| Magadan | 11,622 | – |
| Kazakhstan | 4,307 | 11,417 |
| Irkutsk ore | 1,189 | 7,193 |
| Irkutsk alluvial | 131 | – |
| Krasnoyarsk | – | 4,891 |
| Total | 17,249 | 23,501 |
The impairment losses under IFRS in relation to Capital construction-in-progress attributable to each reportable segment are presented as follows:
| Year ended 31 December | ||
|---|---|---|
| 2012 | 2011 | |
| Business units | ||
| Kazakhstan | 17,054 | – |
| Exploration | 2,063 | – |
| Irkutsk alluvial | 81 | – |
| Total | 19,198 | – |
The impairment losses under IFRS in relation to Exploration and evaluation assets attributable to each reportable segment are presented as follows:
| Year ended 31 December | ||
|---|---|---|
| 2012 | 2011 | |
| Business units | ||
| Exploration | 239 | 43,596 |
| Krasnoyarsk | 99 | 5,054 |
| Irkutsk ore | – | 4,351 |
| Kazakhstan | – | 1,707 |
| Total | 338 | 54,708 |
Year ended 31 December
| 2012 | 2011 | |
|---|---|---|
| Refined gold | 2,588,722 | 2,179,825 |
| Other gold-bearing products | 195,777 | 160,825 |
| Total | 2,784,499 | 2,340,650 |
| Year ended 31 December | ||
|---|---|---|
| 2012 | 2011 | |
| Fuel, consumables and spares | 454,584 | 389,537 |
| Labour | 373,431 | 279,780 |
| Tax on mining | 202,409 | 179,116 |
| Utilities | 60,136 | 54,240 |
| Outsourced mining services | 31,264 | 22,147 |
| Refining costs | 5,621 | 5,067 |
| Other | 81,223 | 72,929 |
| Sub-total | 1,208,668 | 1,002,816 |
| Amortisation and depreciation of operating assets (Note 14) | 190,387 | 184,067 |
| Increase in gold-in-process and refined gold inventories | (37,228) | (43,850) |
| Fuel, consumables and spares | 454,584 | 389,537 |
|---|---|---|
| Labour | 373,431 | 279,780 |
| Tax on mining | 202,409 | 179,116 |
| Utilities | 60,136 | 54,240 |
| Outsourced mining services | 31,264 | 22,147 |
| Refining costs | 5,621 | 5,067 |
| Other | 81,223 | 72,929 |
| Sub-total | 1,208,668 | 1,002,816 |
Amortisation and depreciation of operating assets (Note 14) 190,387 184,067 Increase in gold-in-process and refined gold inventories (37,228) (43,850) Total 1,361,827 1,143,033
9. Selling, general and administrative expenses
| 2012 | 2011 |
|---|---|
| Salaries | 142,569 | 116,295 |
|---|---|---|
| Taxes other than mining and income taxes | 62,226 | 42,630 |
| Professional services | 30,279 | 36,350 |
| Amortisation and depreciation | 3,737 | 4,830 |
| Other | 29,092 | 25,513 |
| Total | 267,903 | 225,618 |
10. Other (income) / expenses, net
| Year ended 31 December | |
|---|---|
| 2012 | 2011 |
| Change in estimations of decommissioning liabilities (Note 24) | (15,247) | – |
|---|---|---|
| Other | (6,961) | (2,156) |
| Change in allowance for reimbursable value added tax | (618) | 6,602 |
| Donations | 6,339 | 5,468 |
| Loss on disposal of property, plant and equipment and capital construction-in-progress | 3,684 | 5,933 |
| Penalties on tax on mining | – | 8,040 |
| Non-recoverable VAT | – | 190 |
| Total | (12,803) | 24,077 |
11. Finance costs
| 2012 | 2011 | |
|---|---|---|
| Interest on borrowings | 22,648 | 31,241 |
| Unwinding of discounts | 12,143 | 11,999 |
| Debt modification expense | – | 26,928 |
| Other | – | 1,235 |
| Total | 34,791 | 71,403 |
Overview
Performance
| Year ended 31 December | ||
|---|---|---|
| 2012 | 2011 | |
| Interest income on bank deposits | 35,757 | 16,252 |
| Gain on disposal of AFS investments | 581 | 17,023 |
| Loss from investments in listed companies held for trading accounted for at fair value through profit | ||
| and loss | (378) | (20,984) |
| Loss on derivatives classified as held for trading accounted for at fair value through profit and loss | – | (8,661) |
| Total | 35,960 | 3,630 |
| Year ended 31 December | ||
|---|---|---|
| 2012 | 2011 | |
| Current tax expense | 242,616 | 200,297 |
| Deferred tax expense | 14,633 | 10,553 |
| Total | 257,249 | 210,850 |
The corporate income tax rates in the countries where the Group has a taxable presence vary from 0% to 24%.
A reconciliation of Russian Federation statutory income tax, the location of the Group's major production entities and operations, to the income tax expense recorded in the consolidated income statement is as follows:
| Year ended 31 December | ||
|---|---|---|
| 2012 | 2011 | |
| Profit before income tax | 1,237,775 | 784,053 |
| Income tax at statutory rate applicable to principal entities (20%) | 247,555 | 156,811 |
| Tax effect of non-deductible expenses and other permanent differences | 5,198 | 25,463 |
| Unrecognised tax losses | 124 | 11,109 |
| Effect of different tax rates of subsidiaries operating in other jurisdictions | 15,565 | 14,483 |
| Tax effect of utilisation of tax losses not previously recognised | (6,128) | (4,990) |
| Other | (5,065) | 7,974 |
| Income tax expense at effective rate of 21% (2011: 27%) | 257,249 | 210,850 |
14. Property, plant and equipment
Cost
| 2,356,373 | 70,313 | 61,023 | 2,487,709 |
|---|---|---|---|
| 160,674 | 14,386 | 39,493 | 214,553 |
| 90,693 | (26,523) | – | 64,170 |
| 264 | – | – | 264 |
| 7,833 | – | – | 7,833 |
| (25,698) | (468) | – | (26,166) |
| (130,593) | (2,519) | (6,704) | (139,816) |
| 2,459,546 | 55,189 | 93,812 | 2,608,547 |
| 318,364 | 14,286 | 96,623 | 429,273 |
| 210,312 | 5,643 | – | 215,955 |
| (1,656) | – | – | (1,656) |
| (28,986) | – | – | (28,986) |
| (25,774) | (1,414) | – | (27,188) |
| (13,580) | – | – | (13,580) |
| 133,134 | 3,145 | 8,081 | 144,360 |
| 3,051,360 | 76,849 | 198,516 | 3,326,725 |
| (634,041) | (29,591) | – | (663,632) |
| (201,023) | (4,716) | (8,166) | (213,905) |
| (10,335) | 10,335 | – | – |
| 18,172 | 610 | – | 18,782 |
| (23,497) | (4) | – | (23,501) |
| 43,107 | 997 | 712 | 44,816 |
| (807,617) | (22,369) | (7,454) | (837,440) |
| (215,988) | (4,477) | (15,031) | (235,496) |
| Mining assets | Non-mining assets |
Stripping activity asset |
Total | |
|---|---|---|---|---|
| Cost | ||||
| Balance at 31 December 2010 | 2,356,373 | 70,313 | 61,023 | 2,487,709 |
| Additions | 160,674 | 14,386 | 39,493 | 214,553 |
| Transfers from capital construction-in-progress and reclassifications | 90,693 | (26,523) | – | 64,170 |
| Transfers from exploration and evaluation assets (Note 16) | 264 | – | – | 264 |
| Change in decommissioning liabilities (Note 24) | 7,833 | – | – | 7,833 |
| Disposals | (25,698) | (468) | – | (26,166) |
| Effect of translation to presentation currency | (130,593) | (2,519) | (6,704) | (139,816) |
| Balance at 31 December 2011 | 2,459,546 | 55,189 | 93,812 | 2,608,547 |
| Additions | 318,364 | 14,286 | 96,623 | 429,273 |
| Transfers from capital construction-in-progress and reclassifications | 210,312 | 5,643 | – | 215,955 |
| Transfers to exploration and evaluation assets (Note 16) | (1,656) | – | – | (1,656) |
| Change in decommissioning liabilities (Note 24) | (28,986) | – | – | (28,986) |
| Disposals | (25,774) | (1,414) | – | (27,188) |
| Disposals of subsidiaries | (13,580) | – | – | (13,580) |
| Effect of translation to presentation currency | 133,134 | 3,145 | 8,081 | 144,360 |
| Balance at 31 December 2012 | 3,051,360 | 76,849 | 198,516 | 3,326,725 |
| Accumulated amortisation, depreciation and impairment | ||||
| Balance at 31 December 2010 | (634,041) | (29,591) | – | (663,632) |
| Charge | (201,023) | (4,716) | (8,166) | (213,905) |
| Reclassifications | (10,335) | 10,335 | – | – |
| Disposals | 18,172 | 610 | – | 18,782 |
| Impairment | (23,497) | (4) | – | (23,501) |
| Effect of translation to presentation currency | 43,107 | 997 | 712 | 44,816 |
| Balance at 31 December 2011 | (807,617) | (22,369) | (7,454) | (837,440) |
| Charge | (215,988) | (4,477) | (15,031) | (235,496) |
| Disposals | 21,549 | 302 | – | 21,851 |
| Disposals of subsidiaries | 3,808 | – | – | 3,808 |
| Impairment | (17,249) | – | – | (17,249) |
| Effect of translation to presentation currency | (43,677) | (1,067) | (818) | (45,562) |
| Balance at 31 December 2012 | (1,059,174) | (27,611) | (23,303) (1,110,088) | |
| Net book value | ||||
| 31 December 2011 | 1,651,929 | 32,820 | 86,358 | 1,771,107 |
| 31 December 2012 | 1,992,186 | 49,238 | 175,213 | 2,216,637 |
During the year ended 31 December 2012, impairment of mining assets in the amounts of USD 11,622 thousand and USD 1,189 thousand were recognised following the decision to abandon activities related to the Omchak deposit and other deposits in the Irkutsk ore business unit respectively.
The remaining amount of impairment charge was a result of impairment at the Kazakhstan business unit, due to reassessment of property, plant and equipment requirements and plans for their future use. As the result, certain assets' net book value and expected economic useful life exceeded the anticipated recoverable value.
(in thousands of US Dollars)
During the year ended 31 December 2011, impairment of mining assets in the amount of USD 12,080 thousand was recognised at Sukhoy Log and Kvartsevaya Gora. The impairment relates to the decision to abandon activities related to the deposits.
In 2011, the Kazakhstan business unit of the Group has reassessed property, plant and equipment requirements and plans for their future use. As a result, certain assets' net book value and expected economic useful life exceeded the anticipated recoverable value and accordingly an impairment was recorded in the amount of USD 11,417 thousand.
The carrying values of mineral rights included in mining assets were as follows:
| 31 December | ||
|---|---|---|
| 2012 | 2011 | |
| Mineral rights | 332,609 | 335,470 |
Amortisation and depreciation charge is allocated as follows:
| Year ended 31 December | ||
|---|---|---|
| 2012 | 2011 | |
| Cost of gold sales (Note 8) | 190,387 | 184,067 |
| Selling, general and administrative expenses and cost of other sales | 5,471 | 6,014 |
| Capitalised within capital construction-in-progress | 39,638 | 23,824 |
| Total | 235,496 | 213,905 |
The carrying value of mining assets under development and not yet in production for which depreciation has not yet commenced was equal to USD 335,313 thousand at 31 December 2012 (2011: USD 306,090 thousand).
The carrying values of property, plant and equipment pledged to a bank guarantee liability were as follows:
| 31 December | ||
|---|---|---|
| 2012 | 2011 | |
| Pledged property, plant and equipment | 52,375 | 4,613 |
| Year ended 31 December | ||
|---|---|---|
| 2012 | 2011 | |
| Balance at beginning of the year | 371,668 | 295,582 |
| Additions | 471,331 | 161,385 |
| Transfers to property, plant and equipment | (215,955) | (64,170) |
| Disposals | (1,221) | (460) |
| Disposals of subsidiaries | (6,572) | – |
| Impairment | (19,198) | – |
| Effect of translation to presentation currency | 23,224 | (20,669) |
| Balance at end of the year | 623,277 | 371,668 |
During the year ended 31 December 2012, impairment of Capital construction-in-progress in the amount of USD 16,742 thousand was recognised following the reassessment of recoverability of certain assets' book value at the Talas Gold Mining Company (incorporated in Kyrgyzstan and included in the Kazakhstan business unit).
The remaining amount of the impairment charge was a result of impairment at the Exploration business unit due to the reassessment of plans for the future use of certain capital construction-in-progress assets.
16. Exploration and evaluation assets
| Year ended 31 December | ||
|---|---|---|
| 2012 | 2011 | |
| Balance at beginning of the year | 399,846 | 442,316 |
| Additions | 46,738 | 31,694 |
| Transfer to mining assets, net (Note 14) | 1,656 | (264) |
| Impairment | (338) | (54,708) |
| Disposals of subsidiaries | (4,424) | – |
| Effect of translation to presentation currency | 23,791 | (19,192) |
| Balance at end of the year | 467,269 | 399,846 |
During the year ended 31 December 2012, the Group impaired USD 338 thousand of exploration and evaluation assets, because those assets did not demonstrate any future commercial viability.
During the year ended 31 December 2011, the Group impaired USD 54,708 thousand of exploration and evaluation assets, because those assets (Kuchyus, Kuzeevskaya, Chai-Yurinskaya, Doroninskoye, Tokichan, Zapadnoe, Mukodek, Kaskabulak, Illigirskaya fields) did not demonstrate any future commercial viability.
As of 31 December 2012 and 31 December 2011, accumulated capitalised exploration and evaluation expenses directly attributable to the Nezhdaninskoye deposit amounted to USD 249,893 thousand and USD 217,316 thousand respectively.
17. Investments in securities and other financial assets
| 31 December | ||
|---|---|---|
| 2012 | 2011 | |
| Non-current | ||
| Loan Participation Notes | 13,286 | – |
| Loans receivable | 2,748 | 3,643 |
| Total | 16,034 | 3,643 |
| Current | ||
| Bank deposits | 68,286 | 12,175 |
| Equity investments in listed companies held for trading | 9,276 | 14,857 |
| Other | 798 | 1,692 |
| AFS equity investments | – | 34,744 |
| Total | 78,360 | 63,468 |
AFS investments, carried at fair value
At 31 December 2011, AFS investments primarily comprised shares owned in Rosfund, SPC (Cayman Islands) acquired in July 2006.
During the year ended 31 December 2012, the Group sold all Rosfund, SPC shares for USD 30,768 thousand (USD 13,286 thousand were paid by Loan Participation Notes, USD 383 thousand by shares, USD 14,000 thousand in cash and remaining USD 3,099 thousand remained short-term receivable as of 31 December 2012) and recognised a gain in the amount of USD 581 thousand in the consolidated income statement (Note 12).
Loan Participation Notes issued by EMIS Finance BV are fully guaranteed by CJSC "Rosbusinessconsulting" ("RBC") with the fixed semi-annual coupons from 6% to 7%, denominated in USD with maturity in the years 2015-2018.
Bank deposits at 7.8 – 8.76% (2011: 2.14 – 8.05%) per annum are denominated in RUB with a maturity date at the end of June 2013.
| 31 December | ||
|---|---|---|
| 2012 | 2011 | |
| Inventories expected to be recovered after 12 months | ||
| Stockpiles | 242,005 | 206,801 |
| Total | 242,005 | 206,801 |
| Inventories expected to be recovered in the next 12 months | ||
| Gold-in-process at net production cost | 185,320 | 160,177 |
| Refined gold at net production cost | 24,393 | 24,757 |
| Total metal inventories | 209,713 | 184,934 |
| Stores and materials at cost | 449,767 | 354,508 |
| Total | 659,480 | 539,442 |
The Group has 4.5 million tonnes of stockpiles (2011: 5.6 million tonnes) which are carried at zero value, as previously these stockpiles were considered to be waste materials.
| 31 December | ||
|---|---|---|
| 2012 | 2011 | |
| Deferred expenditures | 19,090 | 18,512 |
Deferred expenditures relate to the preparation for the seasonal alluvial mining activities comprised of excavation costs, general production and specific administration costs.
| 31 December | ||
|---|---|---|
| 2012 | 2011 | |
| Trade receivables for gold sales | 20,284 | 4,869 |
| Other receivables | 36,342 | 24,984 |
| Less: Allowance for doubtful debts | (11,257) | (5,141) |
| 25,085 | 19,843 | |
| Total | 45,369 | 24,712 |
Substantially all gold sales are made to banks with immediate payment terms. Other receivables include amounts receivable from sales of electricity, transportation, handling, warehousing services and other services. The procedure for accepting a new customer includes checks by the security department regarding the customer's business reputation, licences and certifications.
| 31 December | ||
|---|---|---|
| 2012 | 2011 | |
| The average credit period on gold-bearing product sales to customers, other than banks was | 23 days | 7 days |
| The average credit period for other receivables was | 52 days | 57 days |
| The Group's largest customers (individually exceeding 5% of the total balance) represented, of the total | ||
| outstanding balance of other accounts receivable, at the reporting date | 29% | 15% |
| 21. Taxes receivable |
| 31 December | ||
|---|---|---|
| 2012 | 2011 | |
| Reimbursable value added tax | 210,383 | 129,493 |
| Income tax prepaid | 6,683 | 17,821 |
| Other prepaid taxes | 3,769 | 2,708 |
| Total | 220,835 | 150,022 |
| 31 December | |
|---|---|
| 2012 | 2011 |
| 524,947 100,000 |
487,467 – |
|---|---|
| 100,411 | 146,761 |
| 232,769 | 21,992 |
| 1,805 | 1,228 |
| 959,932 | 657,448 |
| Bank deposits are denominated in RUB and USD and bear interest of 1.3-8.7% per annum with original maturity within three months. |
The authorised share capital of the Company comprises 3,600,000 thousand ordinary shares with a par value of GBP0.0001 per share.
The issued and fully paid up share capital of the Company comprises 3,032,150 thousand ordinary shares issued at a premium, resulting in share capital of USD 482 thousand and additional paid-in-capital of USD 2,151,765 thousand.
On 11 May 2012, Jenington International Inc, a subsidiary of the Group, completed the sale of the Company's treasury shares. 151,608 thousand shares were sold to Chengdong Investment Corporation, a wholly-owned subsidiary of CIC International Co. Ltd., and 50,198 thousand shares and 25,154 thousand Level I GDRs (one GDR is equal to one ordinary share) to JSC VTB Bank. The gross proceeds received from the two transactions were equal to USD 635,487 thousand, less USD 11,115 thousand of arrangement fees directly attributable to the sale of the treasury shares.
In connection with the sale of the treasury shares, the Group transferred the remaining balance of USD 37,475 thousand relating to the call options to acquire all the rights and obligations under the Gold Lion Holdings convertible loan agreements [see note 25 (viii)] from the treasury share account to the additional paid-in capital account.
Dividends to shareholders of the Company
| Year ended 31 December | |
|---|---|
| 2012 | 2011 |
Dividend declared and paid during the year, USD thousand 124,318 72,327 Dividend declared and paid during the year, US cents per share 0.04 0.02
24. Site restoration and environmental obligations
| Year ended 31 December | |
|---|---|
| 2012 | 2011 |
New obligations raised (Note 14) 2,012 – Change in estimation (Notes 10 and 14) (46,245) 7,833 Unwinding of discount on decommissioning obligations (Note 11) 12,143 11,999 Effect of translation to presentation currency 5,203 (6,366) Disposal of subsidiaries (Note 5) (5,022) – Other 1,183 – Balance at end of the year 119,150 149,876
The principal assumptions used for the estimation of site restoration and environmental obligations were as follows:
| 31 December | ||
|---|---|---|
| 2012 | 2011 | |
| Discount rates | 6.21-8.27% | 6.83-9.28% |
| Inflation rates | 2.5% -8.1% | 3.3%-7.4% |
| Expected mine closure dates | 2013-2050 | 2012-2050 |
(in thousands of US Dollars)
The present value of costs to be incurred for settlement of the site restoration and environmental obligations is as follows:
| 31 December | ||
|---|---|---|
| 2012 | 2011 | |
| Due from second to fifth year | 3,156 | 7,322 |
| Due from sixth to 10th year | 11,447 | 49,012 |
| Due from 11th to 15th year | 45,877 | 27,534 |
| Due from 16th to 20th year | 34,884 | 7,719 |
| Due thereafter | 23,786 | 58,289 |
| Total | 119,150 | 149,876 |
| 31 December 2012 | 31 December 2011 | ||||
|---|---|---|---|---|---|
| Nominal rate % |
Outstanding balance |
Nominal rate % |
Outstanding balance |
||
| HSBC credit facility | (i) | 3 months USD LIBOR+3% |
99,325 | – | – |
| Unicredit Bank credit facility | (ii) | 3 months USD LIBOR+2.95% |
99,544 | – | – |
| Société Générale credit facility to OJSC "Pervenets" | (iii) | 3 months USD LIBOR + 2.4% |
44,444 | 3 months USD LIBOR + 2.4% |
50,000 |
| Unicredit Bank credit facility to OJSC "Pervenets" | (iv) | 3 months USD LIBOR + 2.4% |
44,444 | 3 months USD LIBOR + 2.4% |
50,000 |
| Société Générale export financing credit facility agreement to CJSC "Gold Mining Company Polyus" |
(v) | 6 months USD LIBOR + 0.55% |
25,389 | – | – |
| Deutsche Bank letters of credit with deferred payment to OJSC "Matrosov Mine" |
(vi) | – | – | ||
| – nominated in USD | 6 months USD LIBOR + 0.65% |
30,856 | – | – | |
| – nominated in EUR | Cost of fund (COF) + 0.8% |
4,345 | – | – | |
| Guaranteed senior notes | (vii) | – | – | 9.875% | 204,520 |
| Gold Lion Holdings Limited loans | (viii) | – | – | 10.00% | 34,160 |
| Société Générale credit facility | (ix) | – | – | LIBOR + 1.95% | 230,000 |
| VTB credit facility | (x) | – | – | LIBOR + 2.25% | 230,000 |
| Total | 348,347 | 798,680 | |||
| Less: current portion due within 12 months | (187,555) | (675,632) | |||
| Long-term borrowings | 160,792 | 123,048 |
On 10 February 2012, the Company entered into a three year USD 100 million credit facility with HSBC to fund the redemption of the Guaranteed senior notes [see note (vii) below]. The facility was fully utilised as of 31 December 2012.
On 29 December 2011, the Company entered into a two year USD 100 million facility agreement arranged by Unicredit Bank to fund the redemption of Guaranteed senior notes [see note (vii) below]. The facility was fully utilised as of 31 December 2012.
On 4 October 2011, OJSC "Pervenets", a subsidiary of the Group, entered into a three year USD 100 million term loan facility agreement with Société Générale as a lender to fund general corporate purposes. On 6 October 2011 Société Générale transferred USD 50 million of the facility to a new lender, Unicredit Bank [see note (iv) below]. The facility is to be repaid in nine equal instalments in intervals of three months starting from 4 October 2012. As of 31 December 2012, USD 50 million had been drawn down and the first repayment made.
On 6 October 2011, Société Générale transferred USD 50 million of the facility [see note (iii) above] to a new lender Unicredit Bank. The facility is to be repaid in nine equal instalments in intervals of three months starting from 4 October 2012. As of 31 December 2012 USD 50 million had been drawn down and the first repayment made.
(v) Société Générale export financing credit facility agreement to CJSC "Gold Mining Company Polyus" As of 31 December 2012, USD 25,389 thousand was utilised out of a USD 67,502 thousand export financing credit facility agreement with Société Générale for making available financing to be used for the purchase of mining equipment. The facility is established for facilitation of exports from the United States of America and guaranteed by Export-Import Bank of the United States. The maturity of the outstanding amounts varies from 2013 to 2016.
During the year ended 31 December 2012, OJSC "Matrosov Mine" entered into number of letter of credit agreements for the acquisition of mining equipment with deferred payment terms. The maturity of the outstanding amounts varies from June to September 2013.
On 15 March 2012, USD 200 million guaranteed senior notes were redeemed at 102.344% of nominal value funded by two USD 100 million loans from HSBC and Unicredit Bank, see notes (i) and (ii) above.
On 11 June 2009, the Company (formerly KazakhGold) signed two convertible loan agreements with Gold Lion Holdings Limited, a company represented by former shareholders of KazakhGold (KazakhGold now forms the Kazakhstan Business Unit of the Group). Principal amounts of USD 21,650 thousand and USD 9,375 thousand together with accrued interest were to be payable on 6 November 2014.
During the year 2012, a Restated and Amended Principal Agreement (the "RAPA") and a Sale and Purchase Agreement (the "SPA") were signed between the Group and companies represented by the former shareholders of KazakhGold according to which the former agreed to acquire the Group's operating subsidiaries in Kazakhstan and Kyrgyzstan, were terminated.
The termination of the SPA resulted in:
Had the transaction been completed both of these amounts would have been included in the purchase price consideration in accordance with the SPA terms.
On 15 May 2012, the Société Générale credit facility and corresponding accrued interest were fully repaid.
On 15 May 2012, the VTB credit facility and corresponding accrued interest were fully repaid.
On 15 March 2012, CJSC "Gold Mining Company Polyus", a subsidiary of the Group, entered into a three year RUB 10 billion (approximately USD 329 million) credit line with VTB to fund its general corporate purposes. The interest rate is subject to a separate agreement under each of the credit line drawdowns but cannot exceed 20% or MosPrime Rate + 6.5% for RUB denominated drawdown and 14% or LIBOR/EURIBOR + 13.5% – for USD/EURO denominated drawdown.
On 25 July 2012, OJSC "Matrosov Mine", a subsidiary of the Company, entered into a finance agreement with VTB Bank for a total amount of up to RUB 5 billion (approximately USD 165 million). The facility will be utilised in the form of letters of credit issued by VTB Bank on the subsidiary's request, with the repayment period not later than five years after the drawdown date at an interest rate of 10% per year. The facility will be used to support the purchase of equipment for the Natalka project.
CJSC "Gold Mining Company Polyus" guaranteed liabilities of the subsidiary under all the finance agreements.
HSBC, Unicredit Bank and Société Générale credit facilities contain certain financial covenants. The Group believes that it was in compliance with these covenants as of 31 December 2012.
The movement in the Group's deferred taxation position was as follows:
| Year ended 31 December | ||
|---|---|---|
| 2012 | 2011 | |
| Net deferred tax liability at beginning of the year | 184,207 | 182,948 |
| Recognised in the consolidated income statement | 14,633 | 10,553 |
| Effect of translation to presentation currency | 10,158 | (9,294) |
| Net deferred tax liability at end of the year | 208,998 | 184,207 |
Deferred taxation is attributable to the temporary differences that exist between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. The temporary differences that give rise to deferred taxation are presented below:
| 31 December | ||
|---|---|---|
| 2012 | 2011 | |
| Property, plant and equipment | 192,923 | 178,067 |
| Inventory | 61,592 | 54,383 |
| Investments | (1,825) | 1,370 |
| Receivables | (1,322) | (1,596) |
| Accrued operating expenses | (42,370) | (48,017) |
| Total | 208,998 | 184,207 |
The unrecognised deferred tax asset in respect of tax losses carried forward available for offset against future taxable profit of certain subsidiaries within the Group is presented as follows:
| 31 December | |
|---|---|
| 2012 | 2011 |
| 40,143 | 40,019 |
Such tax losses expire in periods up to 10 years, and are not recognised as management does not believe it is probable that future taxable profit will be available against which the respective entities can utilise the benefits.
The unrecognised deferred tax liability for taxable temporary differences associated with investments in subsidiaries is presented as follows:
| 31 December | ||
|---|---|---|
| 2012 | 2011 | |
| Unrecognised deferred tax liability | 78,020 | 61,839 |
The deferred tax liability presented above was not recognised because the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
| 31 December | |
|---|---|
| 2012 | 2011 |
| 41,204 | 30,980 |
| 103,968 | 24,973 |
| 81,768 | 61,977 |
| 25,906 | 39,004 |
| 726 | 3,718 |
| – | 37 |
| 212,368 | 129,709 |
| 36,274 | 31,388 |
| 289,846 | 192,077 |
The average credit period for payables at 31 December 2012 was 21 days, (2011: 17 days). No interest was charged on the outstanding payables balance during the credit period. The Group has financial risk management policies in place, which include budgeting and analysis of cash flows and payments schedules to ensure that all amounts payable are settled within the credit period.
| Income tax payable |
|---|
| Value added tax |
| Social taxes |
| Tax on mining |
| Property tax |
| Other taxes |
| Total |
| 31 December | |||
|---|---|---|---|
| 2012 | 2011 | ||
| Income tax payable | 30,583 | 2,721 | |
| Value added tax | 14,227 | 6,262 | |
| Social taxes | 20,319 | 12,958 | |
| Tax on mining | 15,306 | 13,260 | |
| Property tax | 4,123 | 4,703 | |
| Other taxes | 43,236 | 3,052 | |
| Total | 127,794 | 42,956 |
29. Net cash generated from operating activities
| Gain from disposal of subsidiaries | 5 | (6,268) | – |
|---|---|---|---|
| Loss on disposal of property, plant and equipment | 10 | 3,684 | 5,933 |
| Change in allowance for reimbursable value added and tax provision | 10 | (618) | 6,602 |
| Finance costs | 11 | 34,791 | 71,403 |
| Income from investments | 12 | (35,960) | (3,630) |
| Amortisation and depreciation | 14 | 195,858 | 190,081 |
| Impairment of property, plant and equipment | 14 | 17,249 | 23,501 |
| Impairment of capital construction-in-progress | 15 | 19,198 | – |
| Impairment of exploration and evaluation assets | 16 | 338 | 54,708 |
| Impairment of stockpiles | – | 25,209 | |
| Gain on loan settlement and sale and purchase agreement termination | 25 | (79,084) | – |
| Change in allowance for doubtful debts | 778 | (546) | |
| Foreign exchange gain / (loss), net | (4,614) | 5,814 | |
| Other | 31,498 | 3,971 |
| Year ended 31 December | |||
|---|---|---|---|
| Note | 2012 | 2011 | |
| Profit before income tax | 1,237,775 | 784,053 | |
| Adjustments for: | |||
| Gain from disposal of subsidiaries | 5 | (6,268) | – |
| Loss on disposal of property, plant and equipment | 10 | 3,684 | 5,933 |
| Change in allowance for reimbursable value added and tax provision | 10 | (618) | 6,602 |
| Finance costs | 11 | 34,791 | 71,403 |
| Income from investments | 12 | (35,960) | (3,630) |
| Amortisation and depreciation | 14 | 195,858 | 190,081 |
| Impairment of property, plant and equipment | 14 | 17,249 | 23,501 |
| Impairment of capital construction-in-progress | 15 | 19,198 | – |
| Impairment of exploration and evaluation assets | 16 | 338 | 54,708 |
| Impairment of stockpiles | – | 25,209 | |
| Gain on loan settlement and sale and purchase agreement termination | 25 | (79,084) | – |
| Change in allowance for doubtful debts | 778 | (546) | |
| Foreign exchange gain / (loss), net | (4,614) | 5,814 | |
| Other | 31,498 | 3,971 | |
| 1,414,625 | 1,167,099 | ||
| Movements in working capital | |||
| Inventories | 18 | (104,392) | (168,688) |
| Deferred expenditure | 19 | 521 | (230) |
| Trade and other receivables | 20 | (20,819) | (5,811) |
| Advances paid to suppliers and prepaid expenses | (4,423) | (354) | |
| Taxes receivable | 21 | (78,489) | 8,029 |
| Trade and other payables and accrued expenses | 27 | (7,135) | 29,813 |
| Other non-current liabilities | 4,044 | 4,026 | |
| Taxes payable | 28 | 18,939 | (4,130) |
| Cash flows from operations | 1,222,871 | 1,029,754 | |
| Interest paid | (27,613) | (23,423) | |
| Income tax paid | (203,489) | (230,743) | |
| Net cash generated from operating activities | 991,769 | 775,588 |
Overview
Related parties include substantial shareholders, entities under common ownership and control with the Group and members of key management personnel. The Company and its subsidiaries, in the ordinary course of business, enter into purchase and service transactions with related parties. The terms of these transactions would not necessarily be on similar terms had the Group entered into the transactions with third parties.
The Group had no transactions with its shareholders in 2012. During 2011, the Group had a number of transactions with its shareholders such as exchange of shares and share buy-backs during the Reorganisation of the Group, which are described in the annual consolidated financial statements for the year ended 31 December 2011.
The Group had the following outstanding balances with entities under common control:
| 31 December | ||
|---|---|---|
| 2012 | 2011 | |
| Cash and cash equivalents at Bank "Mezhdunarodniy finansoviy club" | 151,692 | 149,323 |
| Loan Participation Notes "RBC" | 14,366 | 1,019 |
| Investments in securities and other financial assets at "Mezhdunarodniy finansoviy club" | 7,603 | 1,553 |
| Equity investments in listed companies held for trading "RBC" | 7,465 | 7,660 |
| Advances and prepaid expenses paid to suppliers | 298 | 216 |
The amounts outstanding at 31 December 2012 are unsecured and expected to be settled in cash. No expense has been recognised in the reporting period for bad or doubtful debts in respect of the amounts owed by related parties.
The Group entered into the following transactions with entities under common control:
| Year ended 31 December | |||
|---|---|---|---|
| 2012 | 2011 | ||
| Purchase of goods and services | 2,988 | 2,224 | |
| Interest income | 10,147 | 5,136 | |
| Key management personnel | |||
| Year ended 31 December | |||
| 2012 | 2011 | ||
Short-term compensation of key management personnel amounted to 35,012 24,495
The Group's contracted capital expenditure commitments are as follows:
| 31 December | ||
|---|---|---|
| 2012 | 2011 | |
| Contracted capital expenditure commitments | 481,849 | 107,019 |
The land in the Russian Federation on which the Group's production facilities are located is owned by the state. The Group leases this land through operating lease agreements, which expire in various years through to 2060.
Future minimum lease payments due under non-cancellable operating lease agreements at the end of the year were as follows:
| 31 December | ||
|---|---|---|
| 2012 | 2011 | |
| Due within one year | 2,928 | 4,275 |
| From one to five years | 9,236 | 7,629 |
| Thereafter | 19,085 | 17,199 |
| Total | 31,249 | 29,103 |
In the ordinary course of business, the Group is subject to litigation in a number of jurisdictions, the outcome of which is uncertain and could give rise to adverse outcomes. At the date of issuance of these consolidated financial statements the Group was party to a number of claims and litigation, most of which are not material, except for a lawsuit against JMC "MMC Kazakhaltyn" with a potential exposure of USD 15 million. Management believes that this claim will not have a material adverse impact on the Group.
During the year ended 31 December 2012, the Restated and Amended Principal Agreement (the "RAPA") signed on 10 April 2011 was terminated (see Note 25) following non compliance with a number of conditions.
On 18 December 2012, Sale and Purchase Agreements were signed according to which the Company sells all its Kazakhstan and Kyrgyzstan assets to the third party companies consisting of Institute Project B.V., Financial Services B.V. and Folkstand Consortium Limited.
As of 31 December 2012, completion of the transactions was subject to certain conditions, including the receipt of all necessary governmental consents, approvals and waivers in Kazakhstan, which were beyond the Company's control, thus the Kazakhstan and Kyrgyzstan subsidiaries sale were treated as continuing operations.
The insurance industry is not yet well developed in the Russian Federation and the Republic of Kazakhstan and many forms of insurance protection common in more economically developed countries are not yet available on comparable terms. The Group does not have full insurance coverage for its mining, processing and transportation facilities, for business interruption, or for third party liabilities in respect of property or environmental damage arising from accidents on the Group's property or relating to the Group's operations, other than limited coverage required by law.
The Group, as a participant in exploration and mining activities, may become subject to liability for risks that cannot be insured against, or against which it may elect not to be insured because of high premium costs. Losses from uninsured risks may cause the Group to incur costs that could have a material adverse effect on the Group's business and financial condition.
Commercial legislation of Russian Federation, including tax legislation, is subject to varying interpretations and frequent changes. In addition, there is a risk of tax authorities making arbitrary judgements about business activities. If a particular treatment, based on management's judgement of the Group's business activities, was to be challenged by the tax authorities, the Group may be assessed additional taxes, penalties and interest.
Financial statements Performance Governance Overview Financial statements
Generally, taxpayers are subject to tax audits with respect to three calendar years preceding the year of the audit. However, completed audits do not exclude the possibility of subsequent additional tax audits performed by upper-level tax inspectorates reviewing the results of tax audits of their subordinate tax inspectorates. Also, according to the clarification of the Russian Constitutional Court, the statute of limitation for tax liabilities may be extended beyond the three year term set forth in the tax legislation, if a court determines that the taxpayer has obstructed or hindered a tax inspection.
The management of the Group is confident that applicable taxes have all been accrued and, consequently, creation of respective provisions is not required.
In terms of Russian tax legislation, authorities have a period of up to three years to re-open tax declarations for further inspection. Changes in the tax system that may be applied retrospectively by authorities could affect the Group's previously submitted and assessed tax declarations.
With regards to matters where practice concerning payment of taxes is unclear, management estimate that there was no tax exposure at 31 December 2012 (2011: USD 2,607 thousand). This amount had not been accrued at 31 December 2012 as management does not believe the payment to be probable.
The Group is subject to extensive federal, local environmental controls and regulations in the regions in which it operates. The Group's operations involve the discharge of materials and contaminants into the environment, disturbance of land that could potentially impact on flora and fauna, and give rise to other environmental concerns.
The Group's management believes that its mining and production technologies are in compliance with the existing environmental legislation in the countries in which it operates. However, environmental laws and regulations continue to evolve. The Group is unable to predict the timing or extent to which those laws and regulations may change. Such change, if it occurs, may require that the Group modernises technology to meet more stringent standards.
Governance
The Group is obliged in terms of various laws, mining licences and 'use of mineral rights' agreements to decommission mine facilities on cessation of its mining operations and to restore and rehabilitate the environment. Management of the Group regularly reassesses site restoration and environmental obligations for its operations. Estimations are based on management's understanding of the current legal requirements and the terms of the licence agreements. Should the requirements of applicable environmental legislation change or be clarified, the Group may incur additional site restoration and environmental obligations.
The Group manages its capital to ensure that entities of the Group will be able to continue as a going concern while maximising the return to the shareholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of net debt (borrowings as described in Note 25) less cash and cash equivalents (disclosed in Note 22) and equity of the Group (comprising issued share capital, reserves, retained earnings and non-controlling interests).
The Group's principal financial liabilities comprise borrowings, other non-current liabilities and trade and other payables. The main purpose of these financial instruments is to finance the Group's operations. The Group has various financial assets such as accounts receivable and loans advanced, cash and cash equivalents, and promissory notes and other investments.
| 31 December | ||
|---|---|---|
| 2012 | 2011 | |
| Financial assets | ||
| Financial assets at FVTPL | ||
| Equity investments in listed companies held for trading | 9,276 | 14,857 |
| Loans and receivables, including cash and cash equivalents | ||
| Cash and cash equivalents | 959,932 | 657,448 |
| Bank deposits | 68,286 | 12,175 |
| Trade and other receivables | 45,369 | 24,712 |
| Loans receivable | 2,748 | 3,643 |
| Loan Participation Notes accounted for at amortised cost | 13,286 | – |
| AFS financial assets, carried at fair value | ||
| AFS investments | – | 34,744 |
| Total financial assets | 1,098,897 | 747,579 |
| Financial liabilities | ||
| Borrowings | 348,347 | 798,680 |
| Trade payables | 41,204 | 30,980 |
| Other payables | 242,519 | 154,443 |
| Other non-current liabilities | 524 | 4,772 |
| Total financial liabilities | 632,594 | 988,875 |
The main risks arising from the Group's financial instruments are the price of equity investments, foreign currency, credit and liquidity risks. Due to the fact that the Group has a sufficient positive net position in respect of the outstanding balance of borrowings and cash and cash equivalents available to settle these obligations within a short period if conditions would become unfavourable, management believes the Group is not significantly exposed to interest rate risk. If the interest rate was 1% higher/lower during the year ended 31 December 2012 interest expense for the year 2012 would increase/decrease by USD 3,039 thousand.
The Group does not enter into any hedging contracts or use other financial instruments to mitigate the commodity price risk.
The Group is exposed to equity investments price risk. Presented below is the sensitivity analysis illustrating the Group's exposure to equity investments price risks at the reporting date. Management of the Group has decided to use the range of market prices of 10% higher/lower for the sensitivity analysis as the effect of such variation is considered to be significant and appropriate in the current market situation.
If market prices for equity investments had been 10% higher/lower, the profit before tax as a result of changes in fair value of financial assets at FVTPL would increase/decrease as follows:
| Year ended 31 December | ||
|---|---|---|
| 2012 | 2011 | |
| Profit before tax | 928 | 1,486 |
| Investment revaluation reserve | – | 3,474 |
The Group normally places its excess cash into deposits in top rated Russian banks.
Fair value measurements recognised in the statement of financial position The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable:
• Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.
As at 31 December 2012, the Group held the following financial instruments measured at fair value:
| Level 1 | Level 2 | Total |
|---|---|---|
Equity investments in listed companies held for trading 9,276 – 9,276 Total 9,276 – 9,276
As at 31 December 2011, the Group held the following financial instruments measured at fair value:
| Level 1 | Level 2 | Total | |
|---|---|---|---|
| Available-for-sale equity investments | – | 34,744 | 34,744 |
| Equity investments in listed companies held for trading | 14,857 | – | 14,857 |
| Total | 14,857 | 34,744 | 49,601 |
During the reporting periods, there were no transfers between Level 1 and Level 2.
The fair value of financial assets and liabilities is determined as follows:
Management believes that the carrying values of financial assets and financial liabilities recorded at amortised cost in the consolidated financial statements approximate their fair values.
Currency risk is the risk that the financial results of the Group will be adversely affected by changes in exchange rates to which the Group is exposed. The Group undertakes certain transactions denominated in foreign currencies. Prices for gold are quoted in USD based on international quoted prices, and paid in local currencies, RUB or Tenge. The majority of the Group's expenditures are denominated in RUB, accordingly, operating profits are adversely impacted by appreciation of RUB against USD. In assessing this risk, management takes into consideration changes in gold price.
The carrying amounts of monetary assets and liabilities denominated in foreign currencies other than functional currencies of the individual Group entities were as follows:
| 2012 USD 348,508 EURO 1,888 Total 350,396 |
31 December | ||
|---|---|---|---|
| Assets | 2011 | ||
| 62,809 | |||
| 222 | |||
| 63,031 |
| 31 December | ||
|---|---|---|
| Liabilities | 2012 | 2011 |
| USD | 381,499 | 888,405 |
| EURO | 14,087 | 680 |
| Total | 395,586 | 889,085 |
Currency risk is monitored on a monthly basis by performing sensitivity analysis of foreign currency positions in order to verify that potential losses are at an acceptable level.
The table below details the Group's sensitivity to changes of exchange rates by 10% which is the sensitivity rate used by the Group for internal analysis. The analysis was applied to monetary items at the reporting dates denominated in respective currencies.
| 31 December | |||
|---|---|---|---|
| 2012 | 2011 | ||
| Profit or loss (RUB to USD) | 3,852 | 61,910 | |
| Profit or loss (RUB to EURO) | 1,612 | 64 | |
| Profit or loss (KZT to USD) | (553) | 20,650 |
Credit risk is the risk that a customer may default or not meet its obligations to the Group on a timely basis, leading to financial losses to the Group. Credit risk arises from cash, cash equivalents and deposits kept with banks, loans granted, advances paid, promissory notes and trade and other receivables, and other investments in securities.
In order to mitigate the credit risk, the Group conducts its business with creditworthy and reliable counterparties, minimises the advance payments to suppliers, and actively uses letters of credit and other trade finance instruments.
The Group employs a methodology for in-house financial analysis of banks and non-banking counterparties, which enables the management to estimate an acceptable level of credit risk with regard to particular counterparties and to set appropriate individual risk limitations. Within the Group's core companies the procedures for preparing new agreements include analysis and contemplation of credit risk, estimation of the aggregate risk associated with a counterparty (arising both from an agreement under consideration and from previously existing contracts, if any) and verifying compliance with individual credit limits.
The Group's credit risk profile is regularly observed by management in order to avoid undesirable increase in risk, limit concentration of credit and to ensure compliance with above mentioned policies and procedures.
Although the Group sells more than 84% of the gold produced to three major customers, the Group is not economically dependent on these customers because of the high level of liquidity in the gold commodity market. A substantial portion of gold sales are made to banks on advance payment or immediate payment terms, therefore credit risk related to trade receivables is minimal. The outstanding receivables for gold sales are presented as follows:
| 31 December | ||
|---|---|---|
| 2012 | 2011 | |
| Trade receivables for gold sales | 20,284 | 4,869 |
Gold sales to the Group's three major customers, individually exceeding 9% of the Group's gold sales are presented as follows:
| Year ended 31 December 2011 2012 |
||||
|---|---|---|---|---|
Gold sales to three major customers exceeding 9% of the Group's gold sales 2,336,743 2,060,107
Other receivables include amounts receivable in respect of sale of electricity, transportation, handling and warehousing services and other services. The procedures for accepting a new customer include check by a security department and responsible on-site management for a business reputation, licences and certification, credit worthiness and liquidity.
Management of the Group believes that there is no other significant concentration of credit risk.
Liquidity risk is the risk that the Group will not be able to settle all liabilities as they are due. The Group's liquidity position is carefully monitored and managed. The Group manages liquidity risk by maintaining detailed budgeting and cash forecasting processes and matching the maturity profiles of financial assets and liabilities to help ensure that it has adequate cash available to meet its payment obligations.
Historically the Group has not relied extensively on external financing. Following the development of new capital projects during 2012, the Group arranged certain external finance facilities with the banks, see Note 25 (xi).
Management believes that, in case of need, the Group would be able to raise sufficient funding within a reasonable timeframe, and on favourable terms, due to its strong historical operations and positive operating cash flow.
The Group's cash management procedures include medium-term forecasting (budget approved each financial year and updated on a quarterly basis), short-term forecasting (monthly cash-flow budgets are established for each business unit and a review of each entity's daily cash position using a two-week rolling basis).
Presented below is the maturity profile of the Group's financial liabilities as at 31 December 2012 based on undiscounted contractual payments, including interest payments:
| Borrowings | Other non-current liabilities |
||||
|---|---|---|---|---|---|
| Principal | Interest | Trade and other payables |
Total | ||
| Due within three months | 11,481 | 2,053 | 524 | 282,997 | 297,055 |
| Due within three to nine months | 61,235 | 4,526 | – | – | 65,761 |
| Due within nine to 12 months | 115,294 | 2,673 | – | – | 117,967 |
| Due in the second year | 52,811 | 4,080 | – | – | 56,891 |
| Due in the third year | 108,366 | 659 | – | – | 109,025 |
| Due in the fourth year | 290 | 2 | – | – | 292 |
| Due thereafter | – | – | – | – | – |
| Total | 349,477 | 13,993 | 524 | 282,997 | 646,991 |
Presented below is the maturity profile of the Group's financial liabilities as at 31 December 2011 based on undiscounted contractual payments, including interest payments:
| Principal | Interest | Other non-current liabilities |
Trade and other payables |
Total |
|---|---|---|---|---|
| 664,688 | 11,084 | – | 181,705 | 857,477 |
| – | 1,504 | – | – | 1,504 |
| 11,112 | 711 | 895 | – | 12,718 |
| 44,444 | 1,983 | 895 | – | 47,322 |
| 75,469 | 21,595 | 895 | – | 97,959 |
| – | – | 895 | – | 895 |
| – | – | 895 | – | 895 |
| – | – | 3,588 | – | 3,588 |
| 795,713 | 36,877 | 8,063 | 181,705 | 1,022,358 |
| Borrowings |
Governance
116 Polyus Gold Annual Report 2012
On 28 February 2013, Polyus Gold International Limited completed the transaction for the sale of all its subsidiaries in Kazakhstan and Kyrgyzstan to a consortium of independent third party companies consisting of Institute Project B.V., Financial Services B.V. and Folkstand Consortium Limited for a total consideration of USD 297,282 thousand (see Note 31).
There have been no material reportable events since 31 December 2012 and the date of signing this report except for mentioned above.
| Effective % held | 1 31 December |
|||
|---|---|---|---|---|
| # | Subsidiaries | Nature of business | 2012 | 2011 |
| Incorporated in Russian Federation | ||||
| 1 | 2 OJSC "Polyus Gold" |
Management company | 95 | 95 |
| 2 | CJSC "Gold Mining Company Polyus" | Mining | 95 | 95 |
| 3 | OJSC "Aldanzoloto GRK" | Mining | 95 | 95 |
| 4 | OJSC "Lenzoloto" | Market agent | 61 | 61 |
| 5 | CJSC "ZDK Lenzoloto" | Mining | 63 | 63 |
| 6 | 3 CJSC "Lensib" |
Mining | 38 | 38 |
| 7 | CJSC "Svetliy" | Mining | 53 | 53 |
| 8 | CJSC "Marakan" | Mining | 53 | 53 |
| 9 | CJSC "Dalnaya Taiga" | Mining | 52 | 52 |
| 10 | 3 CJSC "Sevzoto" |
Mining | 41 | 41 |
| 11 | OJSC "Matrosov Mine" | Mining (development stage) | 95 | 95 |
| 12 | CJSC "Tonoda" | Mining (exploration stage) | 95 | 95 |
| 13 | OJSC "Pervenets" | Mining | 95 | 95 |
| 14 | OJSC "South-Verkhoyansk Mining Company" | Mining (development stage) | 95 | 95 |
| 15 | LLC "Polyus Stroy" | Construction | 95 | 95 |
| Incorporated in British Virgin Islands | ||||
| 16 | Polyus Exploration Limited | Geological research | 95 | 95 |
| Incorporated in Republic of Kazakhstan | Mining | 100 | 100 | |
| 17 | JSC "MMC Kazakhaltyn" | |||
| Incorporated in British Virgin Islands | ||||
| 18 | Jenington International Inc | Market agent | 95 | 95 |
| Incorporated in Cyprus | ||||
| 19 | Polyus Investments Limited | Market agent | 95 | 95 |
Note: 1
Effective % held by the Company, including holdings by other subsidiaries of the Group.
2 Effective % includes 92.95% of ordinary shares held directly by the Company as at 31 December 2012 and 2011.
3 The Company maintains control of these entities as it continues to govern their financial and operating policies through its ability to appoint the Board of Directors. A majority of the Board members for these entities are representatives of the Company and they are therefore consolidated even though the effective interest is less than 50% as at 31 December 2012 and 2011.
Equator Principles A voluntary set of standards for determining, assessing and managing social and environmental risk in project financing.
Flotation Process of physical segregation, during which minerals attach to bubbles and resurface as other minerals sink.
A process whereby valuable metals, usually gold and silver, are leached from a heap, or pad, of crushed ore by leaching solutions percolating down through the heap and collected from a sloping, impermeable liner below the pad.
ISO 14001
International Standard for the
establishment of an Environmental Management System.
Australasian reporting code for mineral resources and ore reserves, developed by the Joint committee on ore reserves of the Australasian Institute of Mining and Metallurgy, the Australian Institute of Geological Sciences and the Mineral Council of Australia; the currently valid code dates to 2004.
(Russian classification) The Russian equivalent of the Western notion of mineral resources and ore reserves. Mineral reserves are subdivided into the categories A, B, C1 and C2, depending on the extent of their certainty and degree of technological exploration.
Material volume which manifests metal availability to a sufficient extent of certainty, but whose economic extraction profitability has not been proved.
OHSAS 18001
International standard for health and
safety management.
Open pit
Open surface excavation; among these are open-cast mines and open pits.
or Balance reserve The volume of material that indicates the presence of metal at a sufficient probability level, the economic value of which is confirmed by the State Reserves Committee.
Oxidation of sulphide minerals exposed to bacteria with metal extraction through desalination.
A gold recovery process in which goldbearing ore, activated carbon and cyanide are mixed as slurry. The cyanide dissolves the gold, which is subsequently absorbed by and separated from the carbon.
A method of recovering gold and silver from pregnant cyanide solutions by adsorbing the precious metals to granules of activated carbon.
The minimally acceptable sample value that can be used to determine the economic value of a mineral; unit cut-off grade – unit value that optimises net value generated by developing property.
A method of extracting gold or silver from crushed or milled ore by dissolving it in a weak cyanide solution; May be performed on crushed ore stored in containers or in piles in the open air.
(International Cyanide Management Code for the manufacture, Transport and Use of Cyanide in the Production of Gold) A voluntary industry programme for the gold mining industry to promote responsible management of cyanide used in gold mining, enhance the protection of human health, and reduce the potential for environmental impacts.
Unrefined gold; a commercial end product of a gold mill, which is produced by alloying the products of the previous ore concentration processes.
Mineralised body which is either profitably exploited, or which manifests reasonable certainty of profitable exploitation.
The total number of mines used to exploit a common mineral deposit or a group of closely interconnected ore bodies (diggings).
The part of measured and/or indicated mineral resources that may be mined on an economically profitable basis.
Ore exposed to the process of natural oxidation.
Ore that resists the action of chemical reagents in the normal treatment processes and which may require pressure leaching or other means to effect the full recovery of the valuable minerals.
As carbon-in-pulp but using resin to absorb the leached gold.
(State Reserves Commission of the Federal Agency for Subsoil Use) State commission for mineral reserves; set up in 1927, the SRC controls the usage of mineral resources on behalf of the RF Ministry of Ecology and Natural Resources.
Ore in its primarily mineralised state, which has not been exposed to natural oxidation.
ADR American Depository Receipt
BU Business unit
CIL Carbon-in-leach
CIP Carbon-in-pulp
ESIA report Environmental and social impact assessment report
GDR Global Depositary Receipt
Global Reporting Initiative
gram per tonne
HSECC Health, Safety, Environment and Community Board Committee
ICMM International Council on Mining and Metals
IUCN International Union for Conservation of Nature
Km Kilometre
KPI Key Performance Indicators
kV kilovolt
LTI Lost Time Injury
LTIFR Lost Time Injury Frequency Rate
MI&I measured, indicated and inferred resources
mW megawatt
NGO Non-Government Organisation P&P
proved and probable reserves
R&D Research and Development
RIL Resin-in-leach
RIP Resin-in-pulp
SAG Semi-autogenous grinding
SPNAs Specially Protected Natural Areas
t Tonne
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This report has been printed on Core Silk. The paper has been independently certified according to the rules of the Forest Stewardship Council® (FSC). All pulps used are mix elemental chlorine free (ECF) and totally chlorine free (TCF).
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