Deloitte Audyt Spółka z ograniczoną odpowiedzialnością Sp. k. al. Jana Pawła II 22 00-133 Warszawa Poland Tel.: +48 22 511 08 11 Fax.: +48 22 511 08 13 www.deloitte.com/pl |
INDEPENDENT AUDITOR’S REPORT
To the General Meeting of Shareholders and Supervisory Board of Ciech S.A.
Report on the Audit of the Annual Consolidated Financial Statements
Opinion
We have audited the annual consolidated financial statements of the group (the “Group”) with Ciech S.A. as the parent (the “Parent”), which comprise the consolidated statement of financial position as at 31 December 2020, and the consolidated statement of profit or loss, consolidated statement of other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies and other explanatory information (the “consolidated financial statements”).
In our opinion, the consolidated financial statements:
Our opinion is consistent with the Additional Report to the Audit Committee, which we issued on 22 April 2021.
Basis for Opinion
We conducted our audit in accordance with Polish Standards on Auditing (“PSAs”) in line with the wording of International Standards on Auditing, adopted by the National Council of Statutory Auditors, and in compliance with the Act on Statutory Auditors, Audit Firms and Public Oversight of 11 May 2017 (the “Act on Statutory Auditors”, Journal of Laws of 2020, item 1415) as well as Regulation (EU) No 537/2014 of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities (“EU Regulation”, Official Journal of the European Union L158). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report.
We are independent of the Group in accordance with the principles of professional ethics set out in the International Code of Ethics for Professional Accountants (including the International Independence Standards) (“Code of Ethics”), adopted by the National Council of Statutory Auditors, which has been developed and approved by the International Ethics Standards Board for Accountants, together with the ethical requirements that are relevant to the audit of the financial statements in Poland, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. Throughout the audit, both the key statutory auditor and the audit firm remained independent of the Group in accordance with the independence requirements set out in the Act on Statutory Auditors and in the EU Regulation.
Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member firms, each of which is a legally separate and independent entity. Please see www.deloitte.com/pl/onas for a more detailed description of DTTL and its member firms.
Member of Deloitte Touche Tohmatsu Limited
District Court for the capital city of Warsaw, 12th Commercial Division of the National Court Register, KRS No. 0000446833, Tax Identification Number (NIP): 527-020-07-86, REGON: 010076870
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter
We draw attention to Note 1.5.1 to the consolidated financial statements of the Ciech Group, where the Management Board has disclosed an adjustment of prior period errors within the scope of IFRS 9, with respect to the accounting for F/X forward contracts designated for hedge accounting purposes as contracts decomposed as part of a CCIRS instrument as well as the recognition of futures contracts for purchases of CO2 emission allowances. The Note presents a retrospective recognition of the adjustment of the said errors as well as their impact on each reporting period.
Our opinion is not qualified in respect of this matter.
Other Matter
The Group’s consolidated financial statements for the year ended 31 December 2019 were audited by another auditor who expressed an unqualified opinion on those statements on 31 March 2020.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. They encompass the most significant assessed risks of material misstatement, including assessed risks of material misstatement due to fraud. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon. We summarized our response to those risks and, where appropriate, we presented the key findings related to those risks. We do not provide a separate opinion on these matters.
Key audit matter |
How we addressed the matter |
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Impairment of goodwill |
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Goodwill presented in Notes 5.3 and 5.4, which was recognized in the Group’s consolidated financial statements as at the balance sheet date, amounts to PLN 149,7 million net and comprises the total gross value of goodwill in the amount of PLN 589,9 million and an impairment loss on goodwill of PLN 440,2 million. No additional impairment loss on goodwill was recognized in the audited period. In accordance with IFRS and the Group’s accounting policies, goodwill attributable to cash-generating units is tested for impairment at least at the end of each financial year. The impairment of goodwill constitutes a major area of focus of our audit due to the Management Board’s judgment and estimates, mainly in respect of the assumptions about future cash flows for those cash-generating units which goodwill is attributable to. The key factors affecting impairment tests are, among others, long-term financial projections, macroeconomic assumptions as well as discount rate calculation in the DCF model being the basis for impairment testing. |
In particular, our audit procedures included:
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The existence of an inherent uncertainty related to taxes |
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Key audit matter |
How we addressed the matter |
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The Group has a complex structure and its operations in the volatile legal and tax environment cause a material uncertainty related to taxes. In the audited period, the Group companies were subject to inspections and parties to court proceedings with taxation authorities with regard to corporate income tax and VAT. In the context of pending proceedings, the Management Board of the Parent is required to conduct ongoing analyses and assessments of their risk as well as taking decisions regarding the recognition of provisions for tax cases in the consolidated financial statements or the estimation and disclosure of the associated contingent liabilities. Due to the necessity for the Management Board to make significant assumptions and judgments in the assessment of those matters, we consider the Group’s taxes to be a key audit matter. The inspections and court proceedings instituted with regard to corporate income tax and VAT have been discussed in Note 9.2 to the consolidated financial statements, while Note 4.3 describes the existence of an inherent uncertainty related to taxes in connection with the General Anti-Avoidance Rules (GAAR). |
In particular, our audit procedures included:
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Fair value measurement of derivatives |
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In the audited period, the Group companies were parties to transactions in derivatives. As discussed in Notes 8.1 and 8.4 to the consolidated financial statements, the value of assets and liabilities associated with measurement of derivatives is PLN 20.2 million and PLN 59,5 million, respectively. Given the significant volume of transactions and the considerable complexity of the fair value measurement of transactions in derivatives, including those designated for hedge accounting purposes, as well as the risk of uncertainty related to significant estimates made in the measurement of such instruments, we consider the measurement of derivatives to be a key audit matter. Determination of the fair value of derivatives requires significant judgment – adoption of assumptions about future parameters for each instrument as well as the use of an appropriate measurement model. |
In particular, our audit procedures included:
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Impairment of property, plant and equipment of Ciech Soda Romania S.A. due to suspension of the plant’s manufacturing activity |
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Key audit matter |
How we addressed the matter |
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Following the suspension of the manufacturing activity at the subsidiary Ciech Soda Romania S.A. (CSR) in 2019, the Group analyzed indications of impairment based on the possible scenarios for CSR’s operations. As a result, in 2019 an impairment loss was recognized on property, plant and equipment in the amount of PLN 73,5 million in accordance with IAS 36. As at 31 December 2020, the Management Board performed another analysis of the plant’s status, which revealed that it had not changed. In 2020, the indications which provided the basis for the decision to recognize the impairment loss in the preceding year were still identified. However, given the risk of further impairment of property, plant and equipment due to the plant’s continued suspension, the Management Board commissioned fair value measurement of CSR’s property, plant and equipment by an independent valuer. The measurement indicated that the value of CSR’s property, plant and equipment did not exceed the fair value from the independent valuer’s measurement. Therefore, the impairment losses on CSR’s non-current assets did not change in 2020. Information concerning the impairment of property, plant and equipment has been disclosed in Note 3.4.1 to the consolidated financial statements. As at the balance sheet date, property, plant and equipment amounted to PLN 79,5 million. Given the significant judgment involved in the fair value measurement of assets and the uncertainty related to estimates of the recoverable amount we consider the risk of impairment of non-current assets of the Romanian subsidiary to be a key audit matter. |
In particular, our audit procedures included:
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Responsibilities of the Management Board and the Supervisory Board of the Parent for the Consolidated Financial Statements
The Parent’s Management Board is responsible for the preparation of consolidated financial statements which give a true and fair view of the economic and financial position of the Group and of its financial performance in accordance with the applicable International Financial Reporting Standards, as endorsed by the European Union (“IFRSs”) and the adopted accounting policies as well as the applicable laws and the articles of association of the Parent, and for such internal control as the Parent’s Management Board determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Parent’s Management Board is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Parent’s Management Board either intends to liquidate the Group companies or to cease operations, or has no realistic alternative but to do so.
The Management Board and members of the Supervisory Board of the Parent are obliged to ensure that the consolidated financial statements meet the requirements of the Accounting Act of 29 September 1994 (the “Accounting Act”, Journal of Laws of 2021, item 217). Members of the Parent’s Supervisory Board are responsible for overseeing the financial reporting process.
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Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with PSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
The scope of an audit does not include an assurance about the future profitability of the Group or the effectiveness or efficiency of the Parent’s Management Board in managing the Group’s affairs at present or in the future.
As part of an audit in accordance with PSAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
We communicate with the Parent’s Supervisory Board regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Parent’s Supervisory Board with a statement that we have complied with relevant ethical requirements regarding independence, and that we will communicate with it all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Parent’s Supervisory Board, we determined those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
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Other Information, Including the Report on the Activities
Other information includes a report on the activities of the Company and of the Group in the financial year ended 31 December 2020 (the “Report on the Activities”), together with a statement of compliance with corporate governance principles, which constitutes a separate part of the Report, and a separate, non-financial report of the Company and of the Group, as referred to in Article 49b.1 of the Accounting Act (together the “Other Information”).
Responsibilities of the Management Board and the Supervisory Board
The Parent’s Management Board is responsible for the preparation of the Other Information in accordance with the applicable laws.
The Management Board and members of the Supervisory Board of the Parent are obliged to ensure that the Report on the Activities, along with the separate parts, as well as the separate, non-financial report of the Company and of the Group meet the requirements of the Accounting Act.
Auditor’s Responsibilities
Our opinion on the consolidated financial statements does not cover the Other Information. In connection with our audit of the consolidated financial statements, our responsibility is to read the Other Information and, in doing so, consider whether the Other Information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this Other Information, we are required to report that fact in our auditor’s report. Additionally, under the Act on Statutory Auditors we are obliged to express an opinion on whether the Report on the Activities has been prepared in accordance with the applicable laws and whether it is consistent with the information contained in the consolidated financial statements. Furthermore, we are obliged to state whether a separate, non-financial report has been prepared by the Group and to express an opinion on whether the Group has included the necessary information in the statement of compliance with corporate governance principles.
Opinion on the Report on the Activities
Based on our work performed during the audit, we are of the opinion that the Report on the Activities of the Company and of the Group:
Furthermore, in the light of the knowledge and understanding of the Group and its environment obtained in the course of the audit, we have not identified any material misstatements of the Report on the Activities.
Opinion on the Statement of Compliance with Corporate Governance Principles
In our opinion, the statement of compliance with corporate governance principles contains the information referred to in par. 70.6.5 of the Current Information Regulation. We are also of the opinion that the information referred to in par. 70.6.5(c)-(f), (h) and (i) of the Regulation, as contained in the statement of compliance with corporate governance principles, is in accordance with the applicable laws and consistent with the information included in the consolidated financial statements.
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Information on Non-Financial Information
In accordance with the requirements of the Act on Statutory Auditors, we confirm that the Group has prepared a separate, non-financial report of the Company and of the Group, as referred to in Article 49b.1 of the Accounting Act, as a separate report.
We have not performed any assurance services relating to the non-financial information statement and we do not express any form of assurance conclusion thereon.
Report on Other Legal and Regulatory Requirements
Independent auditor’s report on the performance of an assurance engagement with regard to verification of compliance of consolidated financial statements prepared in the single electronic reporting format with the requirements of the regulation setting out technical standards on the specification of a single electronic reporting format
Scope of the Engagement
With regard to the audit of the consolidated financial statements we have performed a reasonable assurance engagement to evaluate whether or not the Group’s consolidated financial statements for the year ended 31 December 2020 were prepared in compliance with the requirements of Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format (the “ESEF Regulation”).
Identification of Criteria
In accordance with the ESEF Regulation, issuers should prepare their IFRS consolidated financial statements in the single electronic reporting format (XHTML), in addition to tagging the information contained therein in line with the IFRS taxonomy, using the Inline XBRL standard (the “ESEF format”).
Responsibilities of the Management Board and the Supervisory Board of the Parent
The Management Board of the Parent is responsible for the preparation of the consolidated financial statements in the ESEF format. This responsibility includes the selection and application of appropriate XBRL tags, using the taxonomy set out in the ESEF Regulation.
The Management Board is also responsible for the design, implementation and maintenance of internal controls to enable the preparation of consolidated financial statements in the ESEF format that are free from material non-compliance with the requirements of the ESEF Regulation.
Members of the Supervisory Board of the Parent are responsible for overseeing the financial reporting process, which also involves the preparation of consolidated financial statements in the ESEF format.
Auditor’s Responsibilities
Our objective was to express, based on a reasonable assurance engagement, a conclusion whether the Group’s consolidated financial statements for the year ended 31 December 2020 were prepared in compliance with the requirements of the ESEF Regulation.
The engagement was performed in accordance with Polish Standard on Assurance Engagements Other than Audits or Reviews 3000 (Revised) in line with the wording of International Standard on Assurance Engagements 3000 (Revised) – “Assurance Engagements Other than Audits or Reviews of Historical Financial Information”, as adopted by the National Council of Statutory Auditors (“PSAE 3000 (Revised)”).
The Standard requires that we plan and perform the procedures so as to obtain information and explanations that we consider to be necessary to obtain reasonable assurance that the consolidated financial statements were prepared in the ESEF format.
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Reasonable assurance is a high level of assurance, but is not a guarantee that an engagement conducted in accordance with PSAE 3000 (Revised) will always detect a material misstatement when it exists. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the consolidated financial statements in the ESEF format, in order to design procedures that are appropriate in the circumstances to enable the auditor to obtain sufficient appropriate evidence, but not for the purpose of expressing a conclusion on the effectiveness of the entity’s internal control.
Quality Control Requirements
We adhere to the Polish Standards on Quality Control in line with the wording of International Standard on Quality Control 1 – “Quality control for firms that perform audits and reviews of financial statements, and other assurance and related services engagements”, as adopted by the National Council of Statutory Auditors, and maintain a comprehensive system of quality control that includes documented policies and procedures with regard to compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
Ethical and Independence Requirements
We comply with independence and other ethical requirements set out in the International Code of Ethics for Professional Accountants, as adopted by the National Council of Statutory Auditors (including the International Independence Standards), which has been developed and approved by the International Ethics Standards Board for Accountants.
Summary of the Work Performed
The procedures we planned and performed included:
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our assurance conclusion.
Conclusion
In our opinion, the consolidated financial statements were prepared, in all material respects, in compliance with the requirements of the ESEF Regulation.
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Statement Concerning Provision of Non-Audit Services
To the best of our knowledge and belief, we represent that non-audit services which we have provided to the Parent and to its subsidiaries are not prohibited under Article 5.1 of the EU Regulation and Article 136 of the Act on Statutory Auditors. The key statutory auditor and the audit firm have provided the following non-audit services which have not been disclosed in the financial statements or in the Report on the Activities, to the Parent or to entities which are controlled by the Parent:
Appointment of the Auditor
We were appointed as the auditor of the Group’s consolidated financial statements by Resolution No 82 of the Parent’s Supervisory Board of 1 April 2020. This is our first year as auditor of the Group.
The key statutory auditor on the audit resulting in this independent auditor’s report is Adrian Karaś.
Acting on behalf of Deloitte Audyt Spółka z ograniczoną odpowiedzialnością Sp. k. with its registered seat in Warsaw, entered under number 73 on the list of audit firms, in the name of which the consolidated financial statements have been audited by the key statutory auditor:
Adrian Karaś
Registered under number 12194
Warsaw, 22 April 2021
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The above audit opinion together with the auditor’s report is a translation from the original Polish version.In case of any discrepancies between the Polish and English version, the Polish version shall prevail.
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