12. Other notes
Note 12.1 Related party transactions
The accounting policies and significant estimates and assumptions presented in Part 10 are applicable to transactions entered into with related parties.
The transactions between the Group and related parties include transactions with:
- the joint venture Sierra Gorda,
- entities controlled or jointly controlled by the State Treasury or over which it has significant influence, and
- the management board and the supervisory board (remuneration) – Note 12.11.
Operating income from related entities
| from 1 January 2018 to 31 December 2018 | from 1 January 2017 to 31 December 2017 |
---|---|---|
Revenues from sales of products, merchandise and materials to a joint venture | 16 | 33 |
Interest income on a loan granted to a joint venture | 257 | 319 |
Revenues from other transactions with a joint venture | 33 | 43 |
Revenues from other transactions with other related parties | 9 | 16 |
Total | 315 | 411 |
Purchases from related entities
| from 1 January 2018 to 31 December 2018 | from 1 January 2017 to 31 December 2017 |
---|---|---|
Purchase of services, merchandise and materials from other related parties | 18 | 17 |
Other purchase transactions from other related parties | 2 | 2 |
Total | 20 | 19 |
Trade and other receivables from related parties
| As at 31 December 2018 | As at 31 December 2017 |
---|---|---|
From the joint venture Sierra Gorda S.C.M. (loans) | 5 199 | 3 889 |
From the joint venture Sierra Gorda S.C.M. (other) | 447 | 461 |
From other related parties | 3 | 3 |
Total | 5 649 | 4 353 |
Trade and other payables towards related parties
| As at 31 December 2018 | As at 31 December 2017 |
---|---|---|
Towards joint ventures | 24 | 13 |
Towards other related parties | 2 | 1 |
Total | 26 | 14 |
Pursuant to IAS 24, the Group is obliged to disclose unsettled balances, including payables towards the Polish Government and entities controlled or jointly controlled by the Polish Government, or over which the Polish Government has significant influence.
As at 31 December 2018, balances of unsettled payables concerned the agreements necessary to conduct principal operating activities of the Parent Entity in the amount of PLN 200 million (as at 31 December 2017: PLN 202 million)
due to:
- setting mining usufruct for the extraction of ore – fixed fees and setting mining usufruct for the exploration for and assessment of deposits – total in the amount of PLN 170 million (as at 31 December 2017: PLN 171 million),
- setting mining usufruct for the extraction of ore – variable part of the fee (recognised in costs) in the amount of PLN 30 million (as at 31 December 2017: PLN 31 million),
In the current and comparable periods, no other individual transactions were identified which would be considered as significant in terms of unusual scope and amount.
The remaining transactions, which were collectively significant, between the Group and the Polish Government and with entities controlled or jointly controlled by the Polish Government, or over which the government has significant influence, were within the scope of normal, daily economic operations, carried out at arm’s length. These transactions concerned the following:
- the purchase of goods to meet the needs of current operating activities. In the period from 1 January to 31 December 2018, the turnover from these transactions amounted to PLN 1 217 million (from 1 January to 31 December 2017:
PLN 991 million), and, as at 31 December 2018, the unsettled balance of liabilities from these transactions amounted to PLN 158 million (as at 31 December 2017: PLN 107 million), - sales to Polish State Treasury Companies. In the period from 1 January to 31 December 2018, the turnover from these sales amounted to PLN 57 million (from 1 January to 31 December 2017: PLN 82 million), and, as at 31 December 2018, the unsettled balance of receivables from these transactions amounted to PLN 8 million (as at 31 December 2017: PLN 7 million).
Note 12.2 Dividends paid
In accordance with Resolution No. 10/2018 of the Ordinary General Meeting of KGHM Polska Miedź S.A. dated 6 July 2018 regarding appropriation of the profit for financial year 2017, the entirety of the profit was transferred to the Parent Entity’s reserve capital.
In the comparable period, in accordance with Resolution No. 7/2017 of the Ordinary General Meeting of KGHM Polska Miedź S.A. dated 21 June 2017 regarding the dividend payout from prior years’ profits, setting the dividend date and the dividend payment date, the amount of PLN 200 million was allocated as a shareholder dividend, representing PLN 1.00 per share.
The dividend date (the day on which the right to dividend is set) was set at 14 July 2017 with the dividend being paid in two instalments: 17 August 2017 – the amount of PLN 100 million (representing PLN 0.50 per share) and 16 November 2017 – the amount of PLN 100 million (representing PLN 0.50 per share).
All shares of the Parent Entity are ordinary shares.
Note 12.3 Other assets
Accounting policies |
---|
Receivables not constituting financial assets are initially recognised at nominal value, and at the end of the reporting period they are measured in the amount receivable. Accounting policies concerning financial assets were described in Part 7. |
| As at 31 December 2018 | As at 31 December 2017 |
---|---|---|
Other non-current non-financial assets | 109 | 112 |
Investment property | 78 | 79 |
Prepayments | 16 | 19 |
Other | 15 | 14 |
Other current assets, of which: | 405 | 464 |
Financial assets | 273 | 265 |
Available-for-sale financial assets | - | 59 |
Amounts retained (collateral) due to long-term construction contracts | 43 | 42 |
Other | 230 | 164 |
Non-financial assets | 132 | 199 |
Non-financial prepayments | 44 | 47 |
Other | 88 | 152 |
Other non-current and current assets, total | 514 | 576 |
Note 12.4 Other liabilities
Accounting policies |
---|
Other financial liabilities are initially recognised at fair value less transaction costs, and at the end of the reporting period they are measured at amortised cost. |
| As at 31 December 2018 | As at 31 December 2017 |
---|---|---|
Liabilities due to Franco Nevada streaming contract - accruals | 289 | 410 |
Trade payables | 171 | 172 |
Other accruals | 97 | 91 |
Other liabilities | 41 | 45 |
Other liabilities – non-current | 598 | 718 |
Special funds | 337 | 310 |
Deferred income | 116 | 113 |
Accruals* | 355 | 312 |
Other financial liabilities | 116 | 125 |
Other non-financial liabilities | 110 | 115 |
Other liabilities - current | 1 034 | 975 |
Total – non-current and current liabilities | 1 632 | 1 693 |
*These accruals are due to purchase costs of cogeneration property rights of consumed electricity, fees for the discharging of gases and dusts to the atmosphere and other recognised operating costs.
Note 12.5 Assets and liabilities not recognised in the statement of financial position
The value of contingent assets and liabilities and other liabilities not recognised in the statement of financial position were determined based on estimates.
As at 31 December 2018 | As at 31 December 2017 | ||
---|---|---|---|
Contingent assets | 565 | 529 | |
Guarantees received | 250 | 215 | |
Promissory notes receivables | 121 | 121 | |
Other | 194 | 193 | |
Contingent liabilities | 3 240 | 2 798 | |
Note 8.6 | Guarantees and letters of credit | 2 878 | 2 352 |
Note 8.6 | A promissory note | 178 | 173 |
Liabilities due to implementation of projects and inventions | 17 | 117 | |
Other | 167 | 183 | |
Other liabilities not recognised in the statement of financial position | 470 | 488 | |
Liabilities towards local government entities due to expansion of the tailings storage facility | 113 | 117 | |
Liabilities due to operating leases | 357 | 371 |
Note 12.6 Capital commitments related to property, plant and equipment and intangible assets
Capital commitments incurred in the reporting period, but not yet recognised in the statement of financial position, were as follows (as at 31 December of a given year):
As at 31 December 2018 | As at 31 December 2017 | |
---|---|---|
Capital commitments due to the purchase of: | ||
property, plant and equipment | 2 818 | 2 478 |
intangible assets | 45 | 60 |
Total capital commitments | 2 863 | 2 538 |
The Group’s share in capital commitments of joint ventures accounted for using the equity method (Sierra Gorda S.C.M.) is presented in Note 6.1 [Joint ventures accounted for using the equity method].
Note 12.7 The right of perpetual usufruct of land
The Parent Entity and the Group’s Polish subsidiaries obtained the right of perpetual usufruct of land mostly free of charge on the basis of laws in force. The land subject to perpetual usufruct is industrial area related to the core business activities, which also includes protective zones in which environmental quality standards have been exceeded as a result of the activities carried out.
Due to the nature of the use of the above-mentioned land, as at 31 December 2018 the Group had not determined fair values for these perpetual usufruct rights.
The table below contains information on future payments due to the right of perpetual usufruct of land.
As at 31 December 2018 | As at 31 December 2017 | |
---|---|---|
Under one year | 16 | 14 |
From one to five years | 78 | 59 |
Over five years | 909 | 793 |
Total amount of future contingent payments due to the right of perpetual usufruct of land | 1 003 | 866 |
The Group’s liabilities due to the right of perpetual usufruct of land, which were not recognised in the statement of financial position, were estimated on the basis of annual payment rates resulting from recent administrative decisions and the useful life of the land subject to this right.
Note 12.8 Employment structure
As at 31 December 2018 | As at 31 December 2017 | |
---|---|---|
White-collar employees | 10 450 | 10 369 |
Blue-collar employees | 23 118 | 22 997 |
Total (full-time equivalent) | 33 568 | 33 366 |
Note 12.9 Other adjustments in the statement of cash flows
from 1 January 2018 to 31 December 2018 | from 1 January 2017 to 31 December 2017 | |
---|---|---|
Change in other receivables and liabilities | 20 | (78) |
Reclassification of other comprehensive income to profit or loss as a result of realisation of hedging derivatives | 31 | (16) |
Losses on the sale of property, plant and equipment and intangible assets | 10 | 28 |
Other | 1 | (2) |
Total | 62 | (68) |
Note 12.10 Remuneration of key managers
| from 1 January 2018 to 31 December 2018 | ||||
---|---|---|---|---|---|
Remuneration of members of the Management Board (in PLN thousands) | Period when function served | Remuneration for the period of service as a member of the Management Board | Remuneration after the period of service as a member of the Management Board | Benefits due to termination of employment | Total earnings |
Members of the Management Board serving in the function as at 31 December 2018 | |||||
Marcin Chludziński | 06.07-31.12 | 405 | - | - | 405 |
Radosław Stach | 06.07-31.12 | 362 | - | - | 362 |
Katarzyna Kreczmańska-Gigol | 06.07-31.12 | 380 | - | - | 380 |
Adam Bugajczuk | 24.08-31.12 | 263 | - | - | 263 |
Paweł Gruza | 10.09-31.12 | 230 | - | - | 230 |
Members of the Management Board non-serving in the function as at 31 December 2018 | |||||
Stefan Świątkowski | 01.01-06.07 | 456 | - | 421 | 877 |
Rafał Pawełczak | 01.01-06.07 | 456 | - | 421 | 877 |
Ryszard Jaśkowski | 01.01-06.07 | 441 | - | 101 | 542 |
Radosław Domagalski - Łabędzki | 01.01-10.03 | 171 | - | 427 | 598 |
Michał Jezioro | 01.01-10.03 | 165 | - | 427 | 592 |
Piotr Walczak | - | - | - | 124 | 124 |
TOTAL | 3 329 | - | 1 921 | 5 250 |
| from 1 January 2017 to 31 December 2017 | ||||
---|---|---|---|---|---|
Remuneration of members of the Management Board (in PLN thousands) | Period when function served | Remuneration for the period of service as a member of the Management Board | Remuneration after the period of service as a member of the Management Board | Benefits due to termination of employment | Total earnings |
Members of the Management Board serving in the function as at 31 December 2017 | |||||
Radosław Domagalski - Łabędzki | 01.01-31.12 | 1 353 | - | - | 1 353 |
Michał Jezioro | 01.01-31.12 | 1 223 | - | - | 1 223 |
Stefan Świątkowski | 01.01-31.12 | 1 695 | - | - | 1 695 |
Rafał Pawełczak | 03.02-31.12 | 1 167 | - | - | 1 167 |
Ryszard Jaśkowski | 24.07-31.12 | 348 | - | - | 348 |
Members of the Management Board non-serving in the function as at 31 December 2017 | |||||
Jacek Rawecki | 01.01-03.02 | 136 | 420 | 528 | 1 084 |
Piotr Walczak | 01.01-31.05 | 703 | 559 | 391 | 1 653 |
Krzysztof Skóra | - | - | 316 | 386 | 702 |
Mirosław Biliński | - | - | 185 | 256 | 441 |
Herbert Wirth | - | - | - | 441 | 411 |
Jarosław Romanowski | - | - | - | 46 | 46 |
Marcin Chmielewski | - | - | - | 329 | 329 |
Mirosław Laskowski | - | - | 92 | - | 92 |
Adam Sawicki | - | - | 107 | - | 107 |
Jacek Kardela | - | - | - | 329 | 329 |
TOTAL | 6 625 | 1 679 | 2 676 | 10 980 |
| from 1 January 2018 to 31 December 2018 | |||
---|---|---|---|---|
Remuneration of members of the Supervisory Board (in PLN thousands) | Period when function served | Current employee benefits | Current benefits due to service | Total earnings |
Members of the Supervisory Board serving in the function as at 31 December 2018 | ||||
Andrzej Kisielewicz | 06.07-31.12 | - | 60 | 60 |
Leszek Banaszak | 06.07-31.12 | - | 55 | 55 |
Bogusław Szarek | 01.01-31.12 | 221 | 114 | 335 |
Jarosław Janas | 06.07-31.12 | - | 55 | 55 |
Marek Pietrzak | 01.01-31.12 | - | 114 | 114 |
Agnieszka Winnik-Kalemba | 01.01-31.12 | - | 114 | 114 |
Ireneusz Pasis | 06.07-31.12 | 122 | 55 | 177 |
Józef Czyczerski | 01.01-31.12 | 135 | 114 | 249 |
Bartosz Piechota | 06.07-31.12 | - | 55 | 55 |
Janusz Marcin Kowalski | 01.01-31.12 | - | 114 | 114 |
Members of the Supervisory Board non-serving in the function as at 31 December 2018 | ||||
Leszek Hajdacki | 01.01-06.07 | 109 | 59 | 168 |
Dominik Hunek | 01.01-06.07 | - | 65 | 65 |
Michał Czarnik | 01.01-06.07 | - | 59 | 59 |
Jarosław Witkowski | 01.01-06.07 | - | 59 | 59 |
Wojciech Andrzej Myślecki | 01.01-03.04 | - | 30 | 30 |
TOTAL | 587 | 1 122 | 1 709 |
| from 1 January 2017 to 31 December 2017 | |||
---|---|---|---|---|
Remuneration of members of the Supervisory Board (in PLN thousands) | Period when function served | Current employee benefits | Current benefits due to service | Total earnings |
Members of the Supervisory Board serving in the function as at 31 December 2017 | ||||
Dominik Hunek | 01.01-31.12 | - | 138 | 138 |
Józef Czyczerski | 01.01-31.12 | 129 | 125 | 254 |
Leszek Hajdacki | 01.01-31.12 | 237 | 125 | 362 |
Bogusław Szarek | 01.01-31.12 | 254 | 168 | 422 |
Michał Czarnik | 01.01-31.12 | - | 131 | 131 |
Jarosław Witkowski | 01.01-31.12 | - | 131 | 131 |
Wojciech Andrzej Myślecki | 01.01-31.12 | - | 129 | 129 |
Marek Pietrzak | 01.01-31.12 | - | 129 | 129 |
Agnieszka Winnik-Kalemba | 01.01-31.12 | - | 126 | 126 |
Janusz Marcin Kowalski | 21.06 -31.12 | - | 56 | 56 |
TOTAL | | 620 | 1 258 | 1 878 |
from 1 January 2018 to 31 December 2018 | from 1 January 2017 to 31 December 2017 | |
---|---|---|
Current employee benefits of other key managers (in PLN thousands) | 3 773 | 4 397 |
Based on the definition of key management personnel according to IAS 24 and based on an analysis of the rights and scope of responsibilities of managers of the Group arising from corporate documents and from management contracts, the members of the Board of Directors of KGHM INTERNATIONAL LTD. and the President of the Management Board of KGHM INTERNATIONAL LTD. were recognised as other key managers of the Group.
Note 12.11 Remuneration of the entity entitled to audit the financial statements and of entities related to it in PLN thousands
| from 1 January 2018 to 31 December 2018 | from 1 January 2017 to 31 December 2017 |
---|---|---|
Companies of the Deloitte Group | 4 338 | 5 000 |
From the contract for the review and audit of financial statements, of which due to: | 4 321 | 3 809 |
audit of annual financial statements | 3 768 | 3 098 |
assurance services, of which: | 553 | 771 |
review of financial statements | 502 | 668 |
other assurance services | 51 | 43 |
From other contracts | 17 | 1 191 |
Note 12.12 Composition of the Group
Company | Head office | % of Group’s share | |
---|---|---|---|
As at 31 December 2018 | As at 31 December 2017 | ||
BIPROMET S.A. | Katowice | 100 | 100 |
CBJ sp. z o.o. | Lubin | 100 | 100 |
CENTROZŁOM WROCŁAW S.A. | Wrocław | 100 | 100 |
CUPRUM Nieruchomości sp. z o.o. | Wrocław | 100 | 100 |
"Energetyka" sp. z o.o. | Lubin | 100 | 100 |
Fundusz Hotele 01 Sp. z o.o. | Wrocław | 100 | 100 |
Fundusz Hotele 01 Sp. z o.o. S.K.A | Wrocław | 100 | 100 |
INOVA Spółka z o.o. | Lubin | 100 | 100 |
INTERFERIE S.A. | Legnica | 69,5 | 69,5 |
Interferie Medical SPA Sp. z o.o. | Lubin | 90,05 | 90,05 |
KGHM CUPRUM sp. z o.o. - CBR | Wrocław | 100 | 100 |
CUPRUM DEVELOPMENT sp. z o.o. | Wrocław | 100 | 100 |
KGHM Kupfer AG | Berlin | 100 | 100 |
KGHM I FIZAN in liquidation | Wrocław | 100 | 100 |
KGHM IV FIZAN | Wrocław | 100 | 100 |
KGHM V FIZAN in liquidation | Wrocław | 100 | 100 |
KGHM VI FIZAN | Legnica | 100 | - |
KGHM VII FIZAN | Wrocław | 100 | - |
KGHM Metraco S.A. | Legnica | 100 | 100 |
KGHM (SHANGHAI) COPPER TRADING CO., LTD. | Shanghai | 100 | 100 |
KGHM TFI S.A. | Wrocław | 100 | 100 |
KGHM ZANAM S.A. | Polkowice | 100 | 100 |
"MIEDZIOWE CENTRUM ZDROWIA" S.A. | Lubin | 100 | 100 |
NITROERG S.A. | Bieruń | 87,12 | 87,12 |
NITROERG SERWIS Sp. z o.o. | Wilków | 87,12 | 87,12 |
PeBeKa S.A. | Lubin | 100 | 100 |
PeBeKa Canada Inc. | Vancouver | 100 | 100 |
MERCUS Logistyka sp. z o.o. | Polkowice | 100 | 100 |
PHU "Lubinpex" Sp. z o.o. | Lubin | 100 | 100 |
Staropolanka Sp. z o.o. | Polanica Zdrój | 100 | 100 |
PMT Linie Kolejowe 2 Sp. z o.o. | Owczary | 100 | 100 |
Future 1 Sp. z o.o. | Lubin | 100 | 100 |
Future 2 Sp. z o.o. | Lubin | 100 | 100 |
Future 3 Sp. z o.o. | Lubin | 100 | 100 |
Future 4 Sp. z o.o. | Lubin | 100 | 100 |
Future 5 Sp. z o.o. | Lubin | 100 | 100 |
Future 6 Sp. z o.o. | Lubin | 100 | 100 |
Future 7 Sp. z o.o. | Lubin | 100 | 100 |
PMT Linie Kolejowe Sp. z o.o. | Owczary | 100 | 100 |
POL-MIEDŹ TRANS Sp. z o.o. | Lubin | 100 | 100 |
Polska Grupa Uzdrowisk Sp. z o.o. | Wrocław | 100 | 100 |
"Uzdrowisko Cieplice" Sp. z o.o.- Grupa PGU | Jelenia Góra | 98,53 | 98,53 |
Uzdrowiska Kłodzkie S.A. - Grupa PGU | Polanica Zdrój | 100 | 100 |
Uzdrowisko Połczyn Grupa - PGU S.A. | Połczyn Zdrój | 100 | 100 |
Uzdrowisko "Świeradów-Czerniawa" Sp. z o.o.- Grupa PGU | Świeradów Zdrój | 99,12 | 99,12 |
WMN "ŁABĘDY" S.A. | Gliwice | 84,98 | 84,98 |
WPEC w Legnicy S.A. | Legnica | 100 | 100 |
Zagłębie Lubin S.A. | Lubin | 100 | 100 |
OOO ZANAM VOSTOK | Gay (Russia) | 100 | 100 |
Company | Head office | % of Group’s share | |
---|---|---|---|
As at 31 December 2018 | As at 31 December 2017 | ||
KGHM INTERNATIONAL LTD. Group | |||
KGHM INTERNATIONAL LTD. | Vancouver, Canada | 100 | 100 |
KGHM AJAX MINING INC. | Vancouver, Canada | 80 | 80 |
Sugarloaf Ranches Ltd. | Vancouver, Canada | 80 | 80 |
Malmbjerg Molybdenum A/S w likwidacji | Greenland | - | 100 |
KGHMI Holdings LTD. | Vancouver, Canada | 100 | 100 |
Quadra FNX Holdings Chile Limitada | Chile | 100 | 100 |
Aguas de la Sierra Limitada | Chile | 100 | 100 |
Quadra FNX FFI S.à r.l. | Luxembourg | 100 | 100 |
Robinson Holdings (USA) Ltd. | Nevada, USA | 100 | 100 |
Wendover Bulk Transhipment Company | Nevada, USA | 100 | 100 |
Robinson Nevada Mining Company | Nevada, USA | 100 | 100 |
Carlota Holdings Company | Nevada, USA | 100 | 100 |
Carlota Copper Company | Nevada, USA | 100 | 100 |
FNX Mining Company Inc. | Ontario, Canada | 100 | 100 |
DMC Mining Services Ltd. | Vancouver, Canada | 100 | 100 |
Quadra FNX Holdings Partnership | Vancouver, Canada | 100 | 100 |
Raise Boring Mining Services, S.A. de C.V. | Mexico | 100 | 100 |
FNX Mining Company USA Inc. | Nevada, USA | 100 | 100 |
DMC Mining Services Corporation | Nevada, USA | 100 | 100 |
CENTENARIO HOLDINGS LTD. | Vancouver, Canada | 100 | 100 |
Minera Carrizalillo Limitada | Chile | 100 | 100 |
KGHM Chile SpA | Chile | 100 | 100 |
FRANKE HOLDINGS LTD. | Vancouver, Canada | 100 | 100 |
Sociedad Contractual Minera Franke | Chile | 100 | 100 |
0899196 B.C. Ltd. | Vancouver, Canada | 100 | 100 |
DMC Mining Services (UK) Ltd. | The United Kingdom | 100 | 100 |
DMC Mining Service Colombia SAS | Colombia | 100 | 100 |
Diagram of the KGHM Polska Miedź S.A. Group as at 31 December 2018
Note 12.13 Subsequent events after the reporting period
Extension of the deadline for repayment of a bank loan
On 1 February 2019, the Parent Entity extended the period of availability of the USD 100 million credit line in Bank Gospodarstwa Krajowego to 2 February 2020. Interest on the credit is based on LIBOR plus a margin.
Signing of financing agreements
On 13 February 2019, the Parent Entity signed an overdraft credit agreement for the amount of PLN 100 million with Bank Pekao S.A. in Warsaw. Interest on the credit is based on WIBOR plus a margin. The credit’s period of availability expires on 13 February 2020.
On 27 February 2019, the Parent Entity signed an unsecured, working capital facility agreement with Bank Gospodarstwa Krajowego with a financing period of up to 84 months, as a revolving credit line in the amount of USD 450 million for a period of 60 months, with the option to transform it into a non-revolving credit after 60 months. Interest on the credit is based on LIBOR plus a margin.