Note 12.1 Related party transactions

The accounting policies and important estimates and assumptions presented in Note 10 are applicable to transactions entered into with related parties.

Pursuant to IAS 24, the Company 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 2017, the  balances of unsettled payables concerned the mining usufruct agreements necessary to conduct principal operating activities. Pursuant to these agreements, the Company is obliged to pay for the right to mine the copper and rock salt deposits. As at 31 December 2017, the balance of liabilities due to these agreements amounted to PLN 202 million (as at 31 December 2016: PLN 209 million). In the reporting period,  the variable part of the fee for the right to mine, recognised in costs in the amount of PLN 31 million, which was set as the equivalent of the 30% of the mining fee due for 2016 (correspondingly, in the period from 1 January to 31 December 2016: 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 Company 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 2017, the turnover from these transactions amounted to PLN 732 million (from 1 January to 31 December 2016:
  PLN 537 million), and, as at 31 December 2017, the unsettled balance of liabilities from these transactions amounted to PLN 118 million (as at 31 December 2016: PLN 80 million),
• sales to Polish State Treasury Companies. In the period from 1 January to 31 December 2017, the turnover from these sales amounted to PLN 71 million (from 1 January to 31 December 2016: PLN 60 million), and, as at 31 December 2017, the unsettled balance of receivables from these transactions amounted to PLN 5 million (as at 31 December 2016: PLN 6 million).

Note 12.2 Dividends paid

In accordance with Resolution No. 7/2017 of the Ordinary General Meeting of KGHM Polska Miedź S.A. dated 21 June 2017 regarding the payout of a dividend from prior years’ profits and setting the dividend date as well as the dividend payment dates, the amount of PLN 200 million was allocated as a dividend, representing PLN 1.00 per share. The dividend date (the date on which the right to dividend is set) was set on 14 July 2017. Moreover, it was decided that the dividend will be paid in two instalments: on 17 August 2017 – the amount of PLN 100 million (representing PLN 0.50 per share) and on 16 November 2017 – the amount of PLN 100 million (representing PLN 0.50 per share). All shares of the Company are ordinary shares.

In accordance with Resolution No. 6/2016 of the Ordinary General Meeting of KGHM Polska Miedź S.A. dated 28 June 2016 regarding the dividend payout from prior years’ profits, setting the dividend date and the dividend payment date, the amount of PLN 300 million was allocated as a shareholder dividend, representing PLN 1.50 per share. The dividend date (the day on which the right to dividend is set) was set at 15 July 2016 with the dividend being paid in two instalments: 18 August 2016 – the amount of PLN 150 million (representing PLN 0.75 per share) and 17 November 2016 – the amount of PLN 150 million (representing PLN 0.75 per share).

All shares of the Parent Entity are ordinary shares.

Note 12.3 Other assets

Note 12.4 Other liabilities

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.

Note 12.6 Capital commitments related to property, plant and equipment and intangible assets

Capital commitments incurred in the reporting period, but not recognised in the statement of financial position, were as follows (as at 31 December of a given year):

Note 12.7 The right of perpetual usufruct of land

The Company 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 2017 the Company has 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.

The Company’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

Note 12.9 Other adjustments to profit before income tax in the statement of cash flows

Note 12.10. Remuneration of key managers

Note 12.11 Remuneration of the entity entitled to audit the financial statements and of entities related to it in PLN thousands

Note 12.12 Disclosure of information on the Company’s activities regulated by the Act on Energy

Note 12.12.1 Introduction

KGHM Polska Miedź S.A. meets the definition of an “energy enterprise” under the Act on Energy.

Pursuant to article 44 of the Act on Energy, the Company is required to prepare, on the basis of the Company’s accounting records, information about its regulated activities. The scope of information concerning regulated activities, pursuant to article 44 of the aforementioned Act, constitute the Company’s business activities in:

• distribution of electricity;
• distribution of gaseous fuels; and
• trade in gaseous fuels.

Note 12.12.2 Description of regulated activities

KGHM Polska Miedź S.A. conducts the following types of energy-related activities:

• Distribution of electricity – an activity which consists of distributing the electricity,  used to meet the needs of clients conducting business activities;
• Trade in gaseous fuels – an activity which consists of trading in nitrogen-enriched natural gas and is conducted to meet the needs of clients engaged in business activities; and
• Distribution of gaseous fuels – an activity which consists of distributing nitrogen-enriched natural gas by utilising the distribution grids located in the Legnica and Głogów municipalities in order to meet the needs of clients conducting business activities.

Note 12.12.3 Basic principles of regulatory accounting

Regulatory accounting is a specific type of accounting, if compared to the accounting carried out in accordance with the Accounting Act of 29 September 1994, conducted by an entrepreneur for its regulated activities including energy activities.

In addition to the accounting policies which were described in the financial statements and were the basis for the keeping of the accounting records and for preparation of the Company’s financial statements, KGHM Polska Miedź S.A. applies the following accounting policies for the purposes of regulatory accounting:

Causality principle

The allocation of particular revenue and costs is made in accordance with a given assets’ intended purpose and utilisation of assets to meet the needs of a specified type of activity or service, with the causality principle governing the recognition of items of revenue and costs in specified types of activity and with the principle of consistency between recognition by types of activity of items of revenue and costs, which stems from the fact that these items reflect different aspects of the same events.

Objectivity and non-discrimination principle

The allocation of assets, liabilities, equity, revenue and costs is done objectively and is not aimed at making profits or incurring losses.

Continuation and comparability principle

The methods and principles used in preparing the report on regulatory accounting are applied in a continuous manner. This report was prepared using the same principles for the current and comparable periods.

Transparency and consistency principle

The methods applied in preparing the report on regulatory accounting are transparent and consistent with the methods and principles applied in other calculations performed for regulatory purposes and with the methods and principles applied in preparing the financial statements.

Materiality principle (feasibility principle)

The Company permits certain simplifications in measurement, recognition and allocation of items of assets, liabilities, equity, revenue and costs as long as it does not significantly distort the true picture of the financial position and assets presented in the financial statements on regulated activities.

Note 12.12.4 Detailed principles of regulatory policy – methods and principles governing the allocation of assets, liabilities, equity, costs and revenues

The Company prepares financial information on its regulated activities by overlapping the regulated activities’ structure with the Company’s organisational structure. The Company applies, in a continuous manner, various methods for the allocation of revenue, costs, assets and liabilities to specific types of regulated activities. The following methods were used:

- specific (direct) identification method –  applied if a direct identification of value is possible, for example the level of revenue from certain activities, 

- direct allocation method (e.g. the purchase cost of production fuel) – this method is applied if there is a direct cause-and-effect relationship between the consumed resource and the corresponding cost,

- indirect allocation method on the basis of a predetermined allocation key, this method is used among others, to allocate cost in a situation where no direct cause-and-effect relationship between the utilised resource and the cost item exists and there is a need to use a cost driver (an allocation key) which enables linkage of items with their respective cost. The most commonly used allocation keys are:

• revenue key             – value of revenue is the allocation key;
• production key        – production units are the allocation key;
• power key       – the installed power of machines and equipment is used for the allocation of indirect costs;
• cost key                   – the value of costs is the allocation key;
• mixed keys, which combine elements of several different keys; and
• other keys appropriate for a specific case.

Assets

In the statement of financial position of KGHM Polska Miedź S.A. for the current and comparable periods, the following items of assets of regulated activities were recognised:

Non-current assets:

• Fixed assets;
• 2.Fixed assets under construction;

Current assets:

• Trade receivables.

Other items of assets in the Company’s statement of financial position were allocated to other activities due to the lack of a link between these items and regulated activities, or because the share of these items in regulated activities is immaterial.

Fixed assets

The identification and allocation of specific items of fixed assets to regulated activities takes place when these items of fixed assets are brought into use. Based on the key consumption for energy carriers, being the quantitative share in sales of the energy carrier in the total volume of the purchased energy carrier less losses, the percentage in the carrying amount of fixed assets used in the energy activities is established.

Fixed assets under construction

The allocation of fixed assets under construction to regulated activities is achieved by the detailed identification of expenditures on fixed assets under construction which are related to regulated activities, based on the analysis of accounting records. The remaining expenditures on fixed assets under construction are recognised in other activities of the Company.
The Company recognises the full amount of deferred tax assets due to other deductible temporary differences under other activities, due to their immaterial share in regulated activities.

Trade receivables

Allocation of receivables in specific types of regulated activities is done on the basis of detailed identification of revenues from specific types of regulated activities, by analysing the Company’s accounting records with respect to unsettled sales invoices. The remaining amount of trade receivables is recognised in other activities. The Company recognises the full amount of other receivables (i.e. apart from trade receivables) in other activities due to their immaterial share in regulated activities.

Equity and liabilities

In the statement of financial position, the following items were recognised in equity and liabilities for the current and comparable periods with respect to regulated activities:

Equity

Liabilities

I. Non-current liabilities:

• Deferred tax liabilities;
• Future employee benefits liabilities.

II. Current liabilities:

• Future employee benefits liabilities.

Other items of liabilities were recognised by the Company in other activities, due to their immaterial share in regulated activities.

Equity

The Company allocates equity to regulated activities as an item offsetting the assets and liabilities.

Deferred tax liabilities

With respect to regulated activities, deferred tax liabilities were identified arising from taxable temporary differences between the depreciation of property, plant and equipment and intangible assets for tax purposes and their carrying amount.
The allocation of deferred tax liabilities due to the depreciation of property, plant and equipment and the amortisation of intangible assets, with respect to regulated activities, is performed through the use of indicators set for property, plant and equipment and intangible assets.
The Company allocates all deferred tax liabilities arising from other taxable temporary differences to other operating activities.

Non-current and current liabilities due to future employee benefits

Liabilities due to future employee benefits are allocated to individual types of regulated activities using a revenue key through the indirect allocation method. 

Revenues from sales

Following an analysis of revenues in terms of their allocation to individual types of regulated activities, the Company identified groups of operations which met the following conditions:

• revenues from the sale of electricity – distribution;
• revenues from the sale of nitrogen-enriched natural gas – distribution; and
• revenues from the sale of nitrogen-enriched natural gas – trade.

Revenues from sales are allocated to individual types of regulated activities using the individual identification method.

Operating costs

Following an analysis of costs in terms of their allocation to individual types of regulated activities, the following types of operating costs were identified:

• costs of electricity distribution services and the distribution of natural gas;
• the value of the sold merchandise related to trade in natural gas; and
• administrative expenses associated with electricity sold.

Costs of sales, selling costs and administrative expenses are allocated to separate types of regulated activities based on the Company's account of the actual costs.

Income tax

The amount of income tax presented in the statement of profit or loss for individual types of regulated activities is set as a multiple of the financial result and the effective tax rate. The amount of current income tax decreases or increases deferred income tax, which is calculated from the difference between the carrying amount and the taxable amount of the respective assets of regulated activities.

Statement of financial position pursuant to article 44 of the Act on Energy

Statement of profit or loss pursuant to article 44 of the Act on Energy

Note 12.13 Subsequent events after the reporting period

Convening of an Extraordinary General Meeting of KGHM Polska Miedź S.A.

On 14 February 2018, the Management Board of KGHM Polska Miedź S.A. convened an Extraordinary General Meeting of KGHM Polska Miedź S.A., which will take place on 15 March 2018, beginning at 11:00 a.m., at the head office of the Company in Lubin.

The Extraordinary General Meeting of KGHM Polska Miedź S.A. was convened in order to adopt the following resolutions:

on changing the subject of the Company’s activity and amending the Statutes of KGHM Polska Miedź S.A.,

on changes to the composition of the Supervisory Board of the Company KGHM Polska Miedź S.A.

•  
• Extension of the deadline for repayment of bank loans

On 2 February 2018, the Company extended the period of availability of the USD 100 million credit line in Bank Gospodarstwa Krajowego to 2 February 2019. Interest on the bank loan is based on LIBOR plus a margin.

• On 27 February 2018, the Company extended the period of availability of the PLN 170 million credit line in Bank Zachodni WBK S.A. to 28 February 2019. Interest on the bank loan is based on WIBOR/LIBOR plus a margin.
• Granting guarantees

On 21 February 2018, the Company granted a corporate guarantee in the amount of USD 50 million to cover the obligations of DMC due to the contract signed on 13 February 2018 by DMC Mining Services (UK) Ltd. and DMC Mining Services Ltd. (“DMC”) to provide design services and to sink 4 shafts as part of the project to mine polyhalite in the United Kingdom.

• Changes in the composition of the Management Board of the Company

On 10 March 2018, the Supervisory Board of the Company dismissed the following persons from the Management Board of KGHM Polska Miedź S.A.:

Radosław Domagalski-Łabędzki, President of the Management Board;

Michał Jezioro, Vice President of the Management Board.

The Supervisory Board set the number of 9th-term Management Board members at 3 Members of the Management Board.

At the same time, the Supervisory Board assigned:

- the duties of President of the Management Board - to Rafał Pawełczak, Vice President of the Management Board (Development), until the appointment of a President of the Management Board of KGHM Polska Miedź S.A. following qualification proceedings;

- the duties of Vice President of the Management Board (International Assets) - to Stefan Świątkowski, Vice President of the Management Board (Finance), until the appointment of a Vice President of the Management Board (International Assets) following qualification proceedings.

• Rafał Pawełczak and Stefan Świątkowski will continue to fulfil the functions assigned to them to date on the Management Board of KGHM Polska Miedź S.A