F E R R E X P O P L C A N N U A L R E P O R T & A C C O U N T S 2 0 1 5 SUPPLYING THE WORLD WITH IRON ORE PELLETS FOR OVER 35 YEARS FERREXPO PLC ANNUAL REPORT & ACCOUNTS 2015 FERREXPO IS AN IRON ORE PELLET PRODUCER WITH MINES IN UKRAINE AND SALES OPERATIONS AROUND THE WORLD. Since Ferrexpo’s IPO, in June 2007, it has been premium listed on the main market of the London Stock Exchange. Ferrexpo is the largest exporter of iron ore pellets in the Former Soviet Union (the “FSU”) and currently the third largest supplier of pellets to the global steel industry. As a result of the Group’s large iron ore deposit and significant capital investments, in excess of US$2 billion since its IPO, the Group is an efficient and competitive supplier of high quality iron ore pellets to its premium customer base around the world. The town of Komsomolsk Pelletiser facilities Poltava mine Concentrator facilities Yeristovo mine Tailings dam 2015 SUMMARY 01 CONTENTS STRATEGIC R EPO RT IFC About Ferrexpo 01 2015 Summary 02 Business Model 04 High Quality Assets 05 High Quality Products 06 Crisis Resistant Customers 07 How Society Benefits 08 A Long Life Resource 10 Production Process 11 12 Strategic Priorities 13 Key Performance Indicators 14 Progress Against Strategy 16 Chairman’s Statement 19 Performance Review 30 Risk Management 32 Principal Risks 40 Viability Statement 41 Corporate Social Responsibility Logistics CORPO RATE GOVERNANCE 52 Board of Directors 54 Executive Committee 55 Corporate Governance Report 62 Nominations Committee Report 63 Audit Committee Report 66 69 Remuneration Report 84 Directors’ Report 88 Statement of Directors’ Responsibilities Internal Control and Risk Management FINANCIAL STATEM EN TS 89 Financial Contents 90 Independent Auditor’s Report to the Members of Ferrexpo plc 100 Consolidated Income Statement 101 Consolidated Statement of Comprehensive Income 102 Consolidated Statement of Financial Position 103 Consolidated Statement of Cash Flows 104 Consolidated Statement of Changes in Equity 105 Notes to the Consolidated Financial Statements 162 Parent Company Statement of Financial Position 163 Parent Company Statement of Cash Flows 164 Parent Company Statement of Changes in Equity 165 Notes to the Parent Company Financial Statements 176 Glossary 180 Shareholder Information Operational Record total production volumes as well as record output of the Group’s premium 65% Fe pellet. Operational improvements in mining and processing helped to reduce the C1 cash cost. Financial Ferrexpo has continued to generate strong EBITDA margins due to relatively stable pellet premiums and its low positioning on the global pellet cost curve. IRON ORE PRICE REVENUE 42% The Platts 62% Fe CFR iron ore fines price was 42% lower in 2015 at an average of US$56/tonne (31 December 2014: US$97/tonne) US$961M Revenue down 31% compared to Platts price reduction of 42% principally due to stable pellet premiums (2014: US$1.4 billion) INCREASE IN 65% FE PELLETS C1 CASH COST 79% 65% Fe pellet volumes of 10.4 million tonnes (2014: 16% Fe pellet 5.8 million tonnes) 30% The C1 cash cost of US$31.9 per tonne (2014: US$45.9/tonne) TOTAL PRODUCTION VOLUMES EBITDA 5.8% Production volumes of 11.7 million tonnes (2014: 11.0 million tonnes) US$313M EBITDA down 37%, EBITDA margin 33% (2014: US$496 million, EBITDA margin 36%) SALES VOLUMES 1.5% Sales volumes of 11.3 million tonnes (2014: 11.2 million tonnes) DILUTED EARNINGS PER SHARE BEFORE SPECIAL ITEMS 23.86¢ Earnings per share declined by 47% (2014: US44.63 cents) The future is in our hands Ferrexpo believes that a successful business and a sustainable business are the same. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 02 65 ABOUT FERREXPO BUSINESS MODEL Ferrexpo is a producer of high quality iron ore pellets at a competitive cost. It operates from an established, long life, well invested asset base with a highly competitive cost structure capable of generating good margins even through cyclical downturns. Sustainability is integral to Ferrexpo’s business model. The Group is committed to zero harm, environmental stewardship, fostering strong relationships with local communities and operational excellence, which underpins long-term viability. INPUTS EXPERTISE COMPETITIVE ADVANTAGES CAPITAL INVESTMENT +US$2BN Capital investment US$ million 430 378 276 278 232 167 86 RESULTS IN 65 2008 2009 2010 2011 2012 2013 2014 2015 THE GROUP HAS INVESTED MORE THAN US$2 BILLION INTO ITS MINING AND LOGISTICS OPERATIONS SINCE ITS IPO IN 2007. SUSTAINABLE STAKEHOLDER RELATIONSHIPS FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 65 03 RESOURCE A long life asset base with over six billion tonnes of reserves in a central geographic location, with a skilled workforce and a low cost, well invested asset base. EMPLOYEES MINING PROCESSING LOGISTICS MARKETING SKILLED WORKFORCE EFFICIENT AND LOW COST NICHE VALUE ADDED PRODUCT AN INTEGRATED SOLUTION LONG-TERM CUSTOMER RELATIONSHIPS Ferrexpo is one of the lowest cost producers in the world of iron ore pellets on a delivered basis. It has consistently improved its position on the global cost curve since its IPO in 2007. The cornerstone of the cost reduction strategy is to increase production, develop its asset base with value accretive investments, and continually reduce controllable costs through the Business Improvement Programme (“BIP”). Ferrexpo has been producing iron ore pellets for over 35 years and the Group has a deep knowledge of the skills required to consistently produce high quality pellets at a competitive cost and service its worldwide customer base. The majority of Ferrexpo’s employees are based in Ukraine. Mining is part of Ukraine’s history and culture. The country has a large, well-educated and dedicated work force and the Group is actively engaged in and committed to further developing the skills of its employees and supporting the local community. Ferrexpo produces iron ore pellets, which are a premium input used in the steel industry. Ferrexpo’s product improves blast furnace productivity in the steel production process due to its form, substance, low level of impurities and enables air emissions during the steel making process to be reduced compared to sinter fines. In 2015, 89% of the Group’s product contained 65% iron content – this is a premium benchmark product used by the highest quality steel mills around the world. 65% Fe pellets command a price premium to the benchmark 62% Fe fines product both in terms of quality and pellet premium. An integrated and well invested logistics system is an essential and a key competitive advantage for a bulk commodity producer. Ferrexpo transports its finished products by rail to border dispatch points, predominantly using its own rail cars. From the border points, means of transportation include barges and rail to customers in Eastern and Central Europe and capesize vessels, through its 49% owned port, for seaborne cargo. Ferrexpo remains committed to long-term framework agreements with customers who are focused on producing high value added steel products. It has supplied some of its existing customers for a number of decades. The Group is focused on supplying a geographically diversified customer base and allocates a proportion of sales to potential new customers through trial spot cargoes. 1. HIGH QUALITY ASSETS PG 4 2. HIGH QUALITY PRODUCTS 3. CRISIS RESISTANT CUSTOMERS PG 5 PG 6 EMPLOYEES COMMUNITY GOVERNMENT CUSTOMERS SUPPLIERS CAPITAL PROVIDERS FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 04 ABOUT FERREXPO HIGH QUALITY ASSETS Ferrexpo’s resource base is one of the largest iron ore deposits in the world. MODERN ASSET BASE The beneficiation and pelletising facilities at Ferrepxo Poltava Mining (“FPM”) process Poltava and Yeristovo ore. The facilities have recently undergone a significant mondernisation and produce high quality pellets which are exported to the global steel market. YERISTOVO MINING INFRASTRUCTURE The experience gained from FPM has underpinned the establishment of Ferrexpo Yeristovo Mining (“FYM”), which has world class mining facilities. To find out more please visit our website www.ferrexpo.com FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 05 The ore mined is beneficiated into high grade concentrate, which is then fired into iron ore pellets. HIGH QUALITY PRODUCTS PREMIUM SUPPLY The quality of Ferrexpo’s pellets and the reliability of its supply means the Group has supplied some of the world’s leading steel producers for many decades. 65% FE PELLET PRODUCTION % 9 8 % 3 5 % 6 4 13 14 15 INCREASING QUALITY One of Ferrexpo’s strategic goals is to increase the iron content of its pellets. Following the completion of a significant investment programme, which modernised and upgraded its production facilities, Ferrexpo increased its production of 65% Fe pellets to record levels in 2015. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 06 ABOUT FERREXPO CRISIS RESISTANT CUSTOMERS Ferrexpo’s approach is based on building long-term relationships with customers who produce high quality steel and have a competitive advantage in their chosen markets. ADDING VALUE Ferrexpo’s clients add value by using our input product to create a sophisticated end product that society needs to make modern life work. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 07 CARE FOR THE COMMUNITY Examples of donations made include the purchase of medical equipment for hospitals; care for the elderly; heating and lighting equipment for local infrastructure; and general repairs to schools and hospitals. HOW SOCIETY BENEFITS Ferrexpo is a major investor and economic contributor to the local community in which it operates. It employs approximately one fifth of the population in Komsomolsk, Poltava. EMPLOYEE HOUSING As part of Ferrexpo’s employee housing programme it constructed a modern 212 apartment block. The Group also supports the modernisation of local community infrastructure, services and sporting facilities. Ferrexpo believes this helps to develop and maintain the local labour pool. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 08 ABOUT FERREXPO A LONG LIFE RESOURCE Ferrexpo’s significant resource base is situated along a single ore body, which allows for efficient expansion through brownfield developments. C L A S S I F I E D R E S O U R C E S B R O V A R K O V S K O Y E 4 . 0 B T 13.1 BT M A N U I L O V S K O Y E 3 . 4 B T K H A R C H E N K O V S K O Y E 2 . 8 B T V A S I L I E V S K O Y E 1 . 4 B T Z A R U D E N S K O Y E 1 . 5 B T G A L E S C H I N S K O Y E 0 . 3 B T B E L A N O V S K O Y E 1 . 7 B T Y E R I S T O V S K O Y E 1 . 2 B T J O R C C L A S S I F I E D R E S O U R C E S 6.7 BT G O R I S H N E - P L A V N I N S K O Y E & L A V R I K O V S K O Y E 3 . 5 B T JORC Reserve Statements as at 1 January 2016 Ore Reserves Deposit Gorishne-Plavninskoye1 Lavrikovskoye1 Yeristovskoye2 JORC Reserves Proved (million tonnes) Fe grade total (% Fe tot) Fe grade magnetite (% Fe mag) Probable (million tonnes) Fe grade total (% Fe tot) Fe grade magnetite (% Fe mag) 173 34 228 435 26 31 34 31 17 21 27 23 461 86 417 964 30 32 32 31 22 23 25 23 1 The reserves estimates for the GPL deposits are those estimated in the report by Turgis Consulting (Pty) Ltd. dated 25 July 2008, less the volume of ore mined from GPL deposits between 2008 and 31 December 2015 from the estimates stated in that report. 2 The reserves estimates for the Yeristovskoye deposits are based on a report by Royal Haskoning DHV (UK) Ltd. dated 20 September 2013 less the volume of ore mined between September 2013 and 31 December 2015. JORC Resource Statements as at 1 January 2016 Measured Indicated Inferred Deposit (magnetite, unless stated otherwise) Gorishne-Plavninskoye1 Lavrikovskoye1 Yeristovskoye2 Belanovskoye2 Galeschinskoye2,3 JORC Reserves Tonnage (million tonnes) Fe grade total (% Fe tot) Fe grade magnetite (% Fe mag) Tonnage (million tonnes) Fe grade total (% Fe tot) Fe grade magnetite (% Fe mag) 256 95 234 336 – 921 29 31 34 31 – 31 19 21 27 24 – 23 998 679 557 1,149 268 3,651 31 30 33 31 55 33 23 22 26 23 – 22 Tonnage (million tonnes) 1,275 174 364 217 58 2,088 Fe grade total (% Fe tot) Fe grade magnetite (% Fe mag) 31 29 30 30 55 31 23 20 23 21 – 22 1 The resource estimates for the GPL deposits were calculated based on a review conducted by SR K in March 2008 less the volume of ore mined from the GPL deposit between 2008 and 31 December 2015. 2 The resource estimates are based on a report by SR K (UK) dated 15 June 2007. The Mineral Resource estimate for Yeristovskoye has been depleted in line with the volume of ore mined between September 2013 and 31 December 2015. 3 Haematite deposit. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 09 FPM The mine is adjacent to rail and port facilities on the Dnieper River. FPM operates a traditional shovel and truck open pit mining operation extracting approximately 25 to 30 million tonnes per annum of crude ore. This mine has operated successfully for over 40 years without any significant disruptions or delays in production. 6.0M tonnes Of pellets produced from FPM ore in 2015 (2014: 7.3m tonnes) To find out more please visit our website www.ferrexpo.com FYM The FYM open pit mine is located approximately two kilometres north of the FPM mine. Currently FYM ore is processed at FPM’s beneficiating and pelletising facilities. Subject to future cash flows, FYM will develop additional processing and pelletising facilities for the ore it mines. These processing facilities will ultimately increase the combined output of the Group to around 20 million tonnes of pellets or concentrate equivalent per annum. 5.2M tonnes Of pellets produced from FYM ore in 2015 (2014: 3.4m tonnes) To find out more please visit our website www.ferrexpo.com FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 10 ABOUT FERREXPO AN EFFICIENT AND WELL INVESTED PRODUCTION PROCESS Open cut, hard rock iron ore mining, using truck and shovel. Average Fe content of 31%. D R I L L I N G B L A S T I N G E X C A V A T I O N H A U L A G E R E L O A D I N G S T A T I O N S R O M T O C R U S H E R The ore is crushed and screened to allow it to be upgraded through separation by two crushing plants. D R Y M A G N E T I C S E P A R A T I O N F I N E C R U S H I N G S C R E E N I N G M E D I U M C R U S H I N G C O A R S E C R U S H I N G The ore is ground to produce concentrate which is then upgraded to 67% Fe content. Waste material removed to the tailings storage area. G R I N D I N G C L A S S I F I C A T I O N H Y D R O S E P A R A T I O N M A G N E T I C S E P A R A T I O N F L O T A T I O N U P G R A D E T A I L I N G S Four kiln grate units which heat and form the materials into pellets of around 16mm. O R E E X T R A C T I O N C R U S H N G I B E N E F I C A T I O N I P E L L E T I S N G I I N D U R A T I O N B A L L I N G F I L T R A T I O N T H I C K E N I N G FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT ESTABLISHED LOGISTICS AND DIVERSIFIED CUSTOMER PORTFOLIO 11 135 BARGES 23 CAPESIZE SHIPS LOADED 2,252 RAIL CARS M OS T Y S K A L V IV K Y IV U Z H H O R O D C H OP B A T ’ O V O P OL T A V A F E R R E X PO Z OL O T N I S H I NO Z N A M E N KA D A N U B E R I V E R P OR T R E NI P OR T I Z M A IL P OR T Y U Z H NY P OR T O D E SA D N I E P E R R IV E R C R I M EA S E A O F A Z OV P OR T C O N ST A N T A 1 0 0 K M The Group is export-oriented, with virtually all of its sales made to a diversified customer base in Austria, Japan, Germany, South Korea, Slovakia, Turkey, China, as well as other European and Asian countries. Ferrexpo has marketing offices in China, Japan, Singapore, Switzerland, the UAE and Ukraine, which are dedicated marketing and trading arms and manage Ferrexpo’s customer relationships. PREMIUM CUSTOMER PORTFOLIO S A I L I N G D A Y S 16MIDDLE EAST 35CHINA Western Europe 11% Central Europe 49% Turkey, Middle East & India 6% The Group’s logistics infrastructure enables it to transport its pellets by rail, predominantly with Ferrexpo’s own rail cars, from its mines in Poltava to the western border of Ukraine to connect with the European rail network and to the southern port of TIS-Ruda for seaborne shipments via capesize vessels. Ferrexpo also transports approximately one million tonnes of pellets by barge along the Danube/Rhine river corridor to customers in Central Europe. The significantly shorter shipping distance to both Europe and Asia from Ukraine, compared to key Brazilian pellet producers, allows Ferrexpo to deliver pellets on a competitive basis to these markets. China 22% North East Asia 12% FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 12 ABOUT FERREXPO STRATEGIC PRIORITIES Ferrexpo’s strategy is to produce and export high quality pellets to premium steel mills around the world who produce sophisticated steel products. It aims to be a low cost efficient producer with a reliable logistics infrastructure. Over the medium to long-term, and subject to cash flows and adequate financial return, the Group intends to increase its pellet output to approximately 20 million tonnes and to be the number one supplier of blast furnace pellets to the global seaborne pellet market. The Group looks to consistently reduce business risk and deliver sustainable value to all stakeholders over the long term. A BE A LOW COST, EFFICIENT PRODUCER B DEVELOP THE RESOURCE BASE Improve cost efficiency continuously by increasing output and reducing consumption norms, developing further best operating practice and lowering delivery costs to European and Asian markets. To increase production over the medium to long-term to 20 million tonnes of high quality iron ore product. C IMPROVE THE QUALITY OF OUTPUT D DEVELOP LOGISTICS CAPABILITIES In 2015, the Group completed its quality upgrade programme to increase the iron content of its pellets to 65% Fe. The Group will now look to reliably produce 65% Fe pellets with consistent quality and low variability. Develop, where appropriate, logistics capabilities adding to rail, port and shipping capability both within and outside Ukraine. E DEVELOP THE CUSTOMER PORTFOLIO F TRAIN AND DEVELOP Win new business by offering high quality product, reliable supply and excellent customer service. THE GROUP’S EMPLOYEES A skilled and motivated labour force will underpin innovation and business improvement, helping to develop the reserve base and sustain production for decades to come. G MAINTAIN A SOCIAL LICENCE H EVALUATE RELEVANT INVESTMENT TO OPERATE OPPORTUNITIES In order to succeed as a large business operating in a major town, Ferrexpo aims to be a major asset to its country of operation. To identify opportunities which are value accretive to the Group and that can reduce operating risk. I MAINTAIN APPROPRIATE CREDIT METRICS AND SUFFICIENT FINANCIAL LIQUIDITY J MAINTAIN HIGH STANDARDS OF CORPORATE GOVERNANCE Ferrexpo’s financial strategy includes funding capital expenditures out of operating cash flows, maintaining sufficient liquidity to service short-term debt and retaining competitive credit metrics. Developing and selling a product in a global environment, to world class customers, requires the highest standards of governance, transparency and ethical dealings with all stakeholders. RISKS RELATING TO THE GROUP’S STRATEGY Debt Maturity Profile Interest Rate Risk Expansion Capital Investment Related strategic priorities A B C D E F G H L J RISKS RELATING TO THE IRON ORE MARKET Global Macroeconomic Growth Iron Ore Prices and Pellet Premiums C3 Freight Related strategic priorities B C D E F G I RISKS RELATING TO OPERATING IN UKRAINE Political and Legal Ukrainian Financial System Ukrainian Currency Ukrainian PPI Ukrainian VAT Ukrainian Taxes Counterparty Risk Related strategic priorities A B E I J RISKS RELATING TO THE GROUP’S OPERATIONS Mining and Processing Risks and Hazards Energy Costs Reliance on State Monopolies Logistics Related strategic priorities A B D E G I LONG-TERM CSR PRIORITIES ARE CLOSELY LINKED TO THE GROUP’S STRATEGIC OBJECTIVES. Go to page 41 to read more about our CSR objectives. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT KEY PERFORMANCE INDICATORS Due to the progress the business continues to make, certain KPIs have been amended, compared to 2014, to better reflect the development of the Group’s strategy (which remains unchanged). The details of the changes are provided under the relevant graphs. 13 FOB Cost Curve, Pellets, 2015 160 THE INDEPENDENT AUTHORITY™ MINING I METALS I FERTILIZERS 140 120 100 80 60 40 20 0 0 Y-axis: Cost ($/t) X-axis: Cumulative production (Mt) t s e v n l t e M l e a V t s e v n o i l l a t e M C I I G C O I o c r a m a S o p x e r r e F B K A L s f f i l C 50 100 150 200 A D E Related strategic priorities C3 freight costs US$ per tonne New Markets % of volume thousand tonnes Crude Ore Mined million tonnes FPM FYM Total 2013 30.2 9.2 39.4 2014 29.4 12.3 41.7 2015 25.0 14.0 39.0 Pellet output increased 6% to 11.7 million tonnes (2014: 11.0 million tonnes). Total crude mined ore in 2015 declined versus 2014 as the Group optimised output from the FPM and the FYM pits to maximise production and minimise costs per tonne. A B Related strategic priorities Production of Premium 65% Fe Pellets ‘000 tonnes 4,988 5,803 10,366 5,825 5,218 13 65% Fe 62% Fe 14 1,295 15 As the Group completed its Quality Upgrade programme in 1Q15, it believes it is now more appropriate to graph the proportion of premium 65% Fe pellets produced. As such, the above graph has changed compared to previous years which showed capital spend on the Quality Upgrade programme. 50 40 30 20 10 10 11 12 13 14 15 Ferrexpo Qingdao Equiv C3 Tubarao–Qingdao In times of low oil prices and freight rates, the benefit of Ferrexpo’s shorter shipping distance to China compared A D Related strategic priorities to Brazil are reduced. A D E Related strategic priorities Reduced Lost-Time Injury Frequency Rate LTIFR Mining operations Barging operations Total Group 2014 0.47 9.08 0.86 2015 0.75 4.93 0.96 The Group was pleased to report that there were no work related fatalities in 2015 (2014: 3). B F G Related strategic priority 2,610 1,953 1,397 13 14 15 C G Related strategic priorities The graph above has changed compared to 2014. It now highlights sales to Europe and North East Asia which are the Group’s newest markets. E Related strategic priorities Trained Employees and Contractors Number 8,385 8,318 8,694 Maintain Low Net Debt to EBITDA Net debt to EBITDAx 1.3 13 1.4 14 2.8 15 Ferrexpo’s net debt to EBITDA ratio remains within its debt covenant requirements. B D I Related strategic priorities 13 14 15 F G Related strategic priorities Corporate Governance Structure Ferrexpo’s Board has the following sub-committees: – Audit Committee – Corporate Safety and Social Responsibility Committee – Remuneration Committee – Nomination Committee – Committee of Independent Directors – Executive Committee – Financial Risk Management Committee – Executive Related Party Matters Committee – Executive Compliance Committee J Related strategic priorities FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 14 ABOUT FERREXPO PROGRESS AGAINST STRATEGY Strategic priority What we said we would do in 2015 What we did What we aim to do in 2016 A BE A LOW COST, EFFICIENT PRODUCER – Reduce costs through increased production volumes – Improve operating efficiencies in mining and processing – Production volumes increased 5.8% ü – Stretch capacity of existing operations to increase volume output and – The C1 cash cost of production decreased by US$14 per tonne of reduce costs B DEVELOP THE RESOURCE BASE – Mine approximately 14 million tonnes of FYM ore – Continue mine life extension at FPM – Implementation and standardisation of global best practice in mining and production C IMPROVE THE QUALITY OF OUTPUT – Produce a higher amount of 65% Fe FPP in 2015 – End the 2015 year on a run rate of 100% 65% FFP output – Optimise press filtration design D DEVELOP THE LOGISTICS CAPABILITIES – Continue to de-bottleneck and increase utilisation of the Group’s seaborne port terminal – Realise reduced distribution costs as a result of the structural improvements to distribution channels completed by the end of 2014 – Continue the purchasing programme for new rail cars as required to meet the growth in production volume E DEVELOP THE CUSTOMER PORTFOLIO – Finalise new long-term contracts with premium steel mills – Maintain a diverse customer base between Europe and Asia – First shipment to steel mill in South Korea ü – Finalise new long-term contracts with premium steel mills – Increase in sales to key markets in Western Europe and North – Maintain a diverse customer base between Europe and Asia F TRAIN AND DEVELOP THE GROUP’S EMPLOYEES – Eliminate fatal accidents risk – Improve workforce productivity and engagement – Manage people input costs and headcount – Improve leadership and managerial competence – Upgrade people management processes and systems G MAINTAIN A SOCIAL LICENCE TO OPERATE – Support the community through various initiatives – Focus on complete elimination of fatalities – Further reduce consumption of key inputs such as electricity and gas and reduce emissions per tonne – Supported the community through various initiatives ü – Support the community through various initiatives – Reduced consumption of key inputs such as gas and grinding media – Eliminate fatal accidents risk and reduced emissions per tonne ü – Further reduce consumption of key inputs such as electricity and gas, and reduce emissions per tonne H EVALUATE RELEVANT INVESTMENT OPPORTUNITIES – Evaluate relevant investment opportunities that could de-risk or – Continued to evaluate relevant investment opportunities that could – Continue to evaluate relevant investment opportunities that could diversify the Group’s operations de-risk or diversify the Group’s operations ü de-risk or diversify the Group’s operations, subject to funding I MAINTAIN APPROPRIATE CREDIT METRICS AND SUFFICIENT FINANCIAL LIQUIDITY – Continue to manage the liability profile of the Group’s debt – Ensure liquidity ratios are within acceptable levels through the low point of the iron ore price cycle – Sold Ferrous Resources to provide additional liquidity in low iron ore – Ensure liquidity ratios are within acceptable levels through the low – Continue to manage liability profile of the Group’s debt and liquidity availability headroom point of the iron ore price cycle – Reviewed liquidity after insolvency of Bank Finance & Credit û – Extended 2016 Eurobond to 2018 and 2019 ü price environment ü – In talks with bank debt providers to extend debt profile ü – Net debt to EBITDA of 2.78x ü J MAINTAIN HIGH STANDARDS OF CORPORATE GOVERNANCE – Continue the Board refreshment programme – Roll out a revised code of conduct including updated anti-bribery and conflict of interest policy – Deliver key CSR actions – Appointed Mary Reily and David Frauman to the Board as – Continue the Board refreshment programme independent Non-executive Directors ü – Rolled out a revised code of conduct ü – Revision of the Group’s corporate code of conduct and compliance framework – CSR activities for operating subsidiaries in Ukraine were aligned and – Deliver key CSR priorities in line with the Group’s overall strategy stakeholder mapping was further developed to support the prioritisation of programme activities ü which increased production, efficiency gains and reduced stripping volumes reduced the C1 cash cost by US$4.1 per tonne. The Hryvnia devaluation reduced the C1 cash cost by US$8 per tonne, lower oil prices reduced it by US$2.7 per tonne while higher processing costs add US$0.8 per tonne ü – Mined 14 million tonnes of FYM ore ü – Further implementation and standardisation of global best practice in – Optimised output from FPM and FYM pits to maximise production mining and production and minimise costs per tonne ü – Progress material risk register to manage significant operational risk – Several best practice actions were implemented during the year in the mines such as hot seating and improved fleet management. Each truck on average moved an additional 0.1 million tonnes of material ü – 89% of production was 65% Fe pellets ü – To continue to produce 65% Fe pellets with consistent quality and – 100% production of 65% Fe pellets achieved in October 2015 ü low variability – 95% of production in 4Q 2015 was 65% Fe pellets ü – Press filtration upgrade design on hold due to market conditions û – Approximately 90% of production to be 65% Fe pellets. A portion of 62% Fe pellets will still be produced as required by certain customers – Shipped 6 million tonnes through the Group’s seaborne port terminal – Increase capacity at the Group’s seaborn port terminal from in line with aim to increase capacity through process improvements ü nameplate capacity of 5.5 million tonnes to 7 million tonnes, through – Loaded 23 capesize vessels (2014: 22) and 6 mini capes ü process improvements – Lowered distribution costs per tonne due to Hryvnia devaluation, cost actions taken by management and higher production volumes ü – No further rail cars were purchased during the year û – 86% of total sales volumes were shipped via own rail cars (2014: 82%) ü East Asia ü – Maintained a diversified customer base between Europe and Asia ü – LTIFR increased at the Group’s mining operations û – There were no fatalities at the Group’s operations in 2015 ü – Eliminate fatal accidents risk – Reduce LTIFR – Tonnes of pellets per person increased 6% to 101 tonnes per full time – Improve workforce productivity and engagement equivalent employee ü – Trained 8,694 people, up 5% ü – Leadership conference held for “top 50” ü – Ongoing development of human resource systems and processes to better manage people ü – Manage people input costs and headcount – Improve leadership and managerial competence – Upgrade people management processes and systems FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 15 Strategic priority What we said we would do in 2015 What we did What we aim to do in 2016 A BE A LOW COST, EFFICIENT PRODUCER – Reduce costs through increased production volumes – Improve operating efficiencies in mining and processing – Production volumes increased 5.8% ü – The C1 cash cost of production decreased by US$14 per tonne of which increased production, efficiency gains and reduced stripping volumes reduced the C1 cash cost by US$4.1 per tonne. The Hryvnia devaluation reduced the C1 cash cost by US$8 per tonne, lower oil prices reduced it by US$2.7 per tonne while higher processing costs add US$0.8 per tonne ü – Stretch capacity of existing operations to increase volume output and reduce costs B DEVELOP THE RESOURCE BASE – Mine approximately 14 million tonnes of FYM ore – Continue mine life extension at FPM – Mined 14 million tonnes of FYM ore ü – Optimised output from FPM and FYM pits to maximise production – Further implementation and standardisation of global best practice in mining and production – Implementation and standardisation of global best practice in mining and minimise costs per tonne ü – Progress material risk register to manage significant operational risk and production – Several best practice actions were implemented during the year in the mines such as hot seating and improved fleet management. Each truck on average moved an additional 0.1 million tonnes of material ü C IMPROVE THE QUALITY OF OUTPUT – Produce a higher amount of 65% Fe FPP in 2015 – End the 2015 year on a run rate of 100% 65% FFP output – Optimise press filtration design – 89% of production was 65% Fe pellets ü – 100% production of 65% Fe pellets achieved in October 2015 ü – 95% of production in 4Q 2015 was 65% Fe pellets ü – Press filtration upgrade design on hold due to market conditions û – To continue to produce 65% Fe pellets with consistent quality and low variability – Approximately 90% of production to be 65% Fe pellets. A portion of 62% Fe pellets will still be produced as required by certain customers D DEVELOP THE LOGISTICS CAPABILITIES – Continue to de-bottleneck and increase utilisation of the Group’s seaborne port terminal – Realise reduced distribution costs as a result of the structural improvements to distribution channels completed by the end of 2014 – Continue the purchasing programme for new rail cars as required to meet the growth in production volume – Shipped 6 million tonnes through the Group’s seaborne port terminal in line with aim to increase capacity through process improvements ü – Loaded 23 capesize vessels (2014: 22) and 6 mini capes ü – Lowered distribution costs per tonne due to Hryvnia devaluation, cost actions taken by management and higher production volumes ü – No further rail cars were purchased during the year û – 86% of total sales volumes were shipped via own rail cars (2014: 82%) ü – Increase capacity at the Group’s seaborn port terminal from nameplate capacity of 5.5 million tonnes to 7 million tonnes, through process improvements E DEVELOP THE CUSTOMER PORTFOLIO – Finalise new long-term contracts with premium steel mills – Maintain a diverse customer base between Europe and Asia – First shipment to steel mill in South Korea ü – Increase in sales to key markets in Western Europe and North – Finalise new long-term contracts with premium steel mills – Maintain a diverse customer base between Europe and Asia F TRAIN AND DEVELOP THE GROUP’S EMPLOYEES – Eliminate fatal accidents risk – Improve workforce productivity and engagement – Manage people input costs and headcount – Improve leadership and managerial competence – Upgrade people management processes and systems G MAINTAIN A SOCIAL LICENCE TO OPERATE – Support the community through various initiatives – Focus on complete elimination of fatalities H EVALUATE RELEVANT INVESTMENT OPPORTUNITIES I MAINTAIN APPROPRIATE CREDIT METRICS AND SUFFICIENT FINANCIAL LIQUIDITY – Continue to manage the liability profile of the Group’s debt – Ensure liquidity ratios are within acceptable levels through the low point of the iron ore price cycle J MAINTAIN HIGH STANDARDS OF CORPORATE GOVERNANCE – Continue the Board refreshment programme – Roll out a revised code of conduct including updated anti-bribery and conflict of interest policy – Deliver key CSR actions East Asia ü – Maintained a diversified customer base between Europe and Asia ü – LTIFR increased at the Group’s mining operations û – There were no fatalities at the Group’s operations in 2015 ü – Tonnes of pellets per person increased 6% to 101 tonnes per full time equivalent employee ü – Trained 8,694 people, up 5% ü – Leadership conference held for “top 50” ü – Ongoing development of human resource systems and processes to better manage people ü – Supported the community through various initiatives ü – Reduced consumption of key inputs such as gas and grinding media – Further reduce consumption of key inputs such as electricity and gas and reduced emissions per tonne ü and reduce emissions per tonne diversify the Group’s operations – Evaluate relevant investment opportunities that could de-risk or – Continued to evaluate relevant investment opportunities that could de-risk or diversify the Group’s operations ü – Reviewed liquidity after insolvency of Bank Finance & Credit û – Extended 2016 Eurobond to 2018 and 2019 ü – Sold Ferrous Resources to provide additional liquidity in low iron ore price environment ü – In talks with bank debt providers to extend debt profile ü – Net debt to EBITDA of 2.78x ü – Appointed Mary Reily and David Frauman to the Board as independent Non-executive Directors ü – Rolled out a revised code of conduct ü – CSR activities for operating subsidiaries in Ukraine were aligned and stakeholder mapping was further developed to support the prioritisation of programme activities ü – Eliminate fatal accidents risk – Reduce LTIFR – Improve workforce productivity and engagement – Manage people input costs and headcount – Improve leadership and managerial competence – Upgrade people management processes and systems – Support the community through various initiatives – Eliminate fatal accidents risk – Further reduce consumption of key inputs such as electricity and gas, and reduce emissions per tonne – Continue to evaluate relevant investment opportunities that could de-risk or diversify the Group’s operations, subject to funding availability – Continue to manage liability profile of the Group’s debt and liquidity headroom – Ensure liquidity ratios are within acceptable levels through the low point of the iron ore price cycle – Continue the Board refreshment programme – Revision of the Group’s corporate code of conduct and compliance framework – Deliver key CSR priorities in line with the Group’s overall strategy FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 16 CHAIRMAN’S STATEMENT economic growth, which has recently been primarily determined by China. A mis-match between new supply which takes time to displace higher costs sources of iron ore, and slowing world demand for steel has led to further iron ore price weakness in 2015. lower freight costs and significantly reduced costs. Accordingly, despite the challenging circumstances for both the iron ore industry and Ukraine, the Group was able to report operating profit, before special items, of US$251 million (2014: US$409 million). In 2015, the average Platts 62% Fe iron ore fines price index declined 42% from US$97 per tonne to US$56 per tonne. Ferrexpo’s average realised price, however, outperformed the index by 11 percentage points, reducing 31% compared to 2014. This reflects the premium that Ferrexpo, as a pellet producer, receives in addition to the iron ore fines price, as well as improved product and customer mix and lower international freight costs. Ferrexpo Operations In 1Q 2015, Ferrexpo completed its four year investment programme to increase the volume and quality of output. In addition to the new Ferrexpo Yeristovo mine completed earlier, Ferrexpo completed the multi-year programme in the processing facilities increasing concentrate grade and quantity with the commissioning of the final flotation circuits. As a result, pellet output increased to record levels for the third consecutive year, up 6% to 11.7 million tonnes of pellets (2014: 11.0 million tonnes) while production of premium 65% Fe pellets grew by almost 80% to 10.4 million tonnes (2014: 5.8 million tonnes). The cost to produce and rail pellets to Ukrainian border points for dispatch was reduced in the year and is now below 2007 levels in US Dollar terms. This has been as a result of a combination of local currency weakness against the US Dollar, lower input prices of commodities, such as oil and gas, and productivity gains from mining and processing improvements. These operating improvements have led to a reduction in controllable costs, achieved through the consistent execution of the Group’s strategy, namely the modernisation of FPM’s mining and processing facilities, the development of the FYM mine with associated best in class infrastructure, and a focus to improve operational KPI’s to world class levels. 2015 Financial Result The weak iron ore price environment was reflected in a lower Group EBITDA of US$313 million (2014: US$496 million). Significantly reduced iron ore prices were partly offset by higher sales volumes, relatively stable premiums for pellets over the iron ore fines price, an improvement in sales mix towards 65% Fe pellets, which receive a price premium over 62% Fe pellets, Special items totalled US$110 million after an expected tax relief credit (2014: US$84 million). Further details can be found below, see Bank F&C, as well as in the Performance Review on page 19 and in notes 13, 15, 23, 28, 29, 31 and 35 to the accounts. Delivery of Strategy In 2015, the Group continued to advance its strategy to become the lowest cost and largest producer of blast furnace iron ore pellets to the global market. Ferrexpo’s operational progress, since its IPO in 2007, shows steady volume growth, cost control and development of a global marketing presence and logistics network supplying an increasingly high quality customer base. Total pellet output has increased 29% since 2007 and so to have its logistics capacity allowing Ferrexpo to competitively ship, rail and barge product to customers around the world. Since 2007, Ferrexpo has generated US$3.3 billion in free cash flow from operations. Shareholders have received US$572 million in dividends and capital returns whilst, at the same time, Ferrexpo has invested approximately US$2.0 billion into its Ukrainian operations making it one of the largest investors in the country over that period. Bank F&C On the 18 September 2015, Bank Finance and Credit JSC (“Bank F&C”), the Group’s main transactional bank in Ukraine, entered temporary administration on the order of the Deposits Guarantee Fund of Ukraine, following a decision by the NBU on 17 September 2015 that Bank F&C was insolvent. The decision by the NBU was following recapitalisation of the bank during 2015 by its owner, Kostyantin Zhevago, for approximately UAH2.6 billion together with several agreed funding tranches of UAH1.45 billion from the NBU. On 18 December 2015, after a search for suitable investors during the temporary administration, the NBU announced that Bank F&C’s banking licence had been revoked and that the bank would be liquidated in due course. The liquidation process is now underway and in accordance with applicable Michael Abrahams CBE DL Chairman Ferrexpo is a long established iron ore pellet exporter to the global steel industry. Ferrexpo produces a pelletised iron ore product, which receives a premium over the Platts 62% Fe iron ore fines price. The Group sells to high quality steel mills that produce predominantly sophisticated steel products. Ferrexpo’s operations are centrally located in Europe enabling it to reliably supply customers in both central and Western Europe, by rail and barge, and in Asia, by capesize vessel via its port facilities on the Black Sea. The Group has and continues to build on its position as a key supplier to premium steel mills around the world. Most recently developing long-term relationships in Germany and Japan. In 2015 it made its first shipments to South Korea. According to CRU1, in 2015, Ferrexpo was the lowest cost pellet producer in the world, enabling it to remain profitable during the current downturn, and the fourth largest exporter of pellets to the global steel industry. The Group operates a long life and well invested asset base. The mining operations are in the Poltava region of central Ukraine, remote from the area of conflict in the east of the country. Operations continue to be unaffected by the ongoing unrest. Economic conditions in Ukraine, however, have remained fragile in 2015. The National Bank of Ukraine (“NBU”) estimates that GDP declined by 10% following a 7% decline in 2014. Iron Ore Market The supply of iron ore requires periods of large scale capital investment while demand from steel mills is heavily influenced by global 1 CRU pellet cost curve analysis January 2016. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 17 Increased production of its premium 65% Fe pellets by almost 80% to 10.4 million tonnes (2014: 5.8 million tonnes). Kostyantin Zhevago. The relationship between Ferrexpo and Bank F&C was overseen by Ferrexpo’s Committee of Independent Directors and governed by the relationship agreement between Kostyantin Zhevago and the Company (for further information see page 59 in the Corporate Governance report, shareholder agreement). For further information on Bank F&C see Ukrainian Banking Sector Risk on page 35 and notes 29 and 35 to the accounts. Ukrainian Banking Relationships Bank F&C had been an effective transactional bank for the Group for over 15 years, notwithstanding an unpredictable economic and political backdrop in Ukraine throughout that time, including a fragile banking sector which between 2008 and October 2015 was regarded as having a negative outlook by Moody’s credit rating agency. In November 2015, post the completed sovereign US$15.3 billion restructuring deal in August 2015, Moody’s upgraded the outlook to stable for seven Ukrainian banks. However, Moody’s also expressed that the macro profile for the Ukrainian banking sector “remains very weak”. The Group is now in the process of developing alternative banking relationships and currently uses Ukrsibbank, a local bank owned by BNP Paribas and the European Bank for Reconstruction and Development, as its main transactional bank. For further information on the Ukrainian Banking Sector see Ukrainian Banking Sector Risk on page 35. Corporate Governance and Risk Management The Board of Ferrexpo has constantly managed the risks facing the business. This includes taking into account the country of operation and all associated counterparty risks such as the recovery of VAT, the requirement to prepay corporate profit tax and the management of legal and other related claims, amongst others. The Board of Ferrexpo is disappointed by the potential loss resulting from the insolvency of Bank F&C, but notes the overall reduction achieved in exposure to total counterparty risk in Ukraine, through the substantial decline in the outstanding VAT balance and the elimination of the requirement to prepay corporate profit procedures, the Group submitted its claims in January 2016. This included US$175 million, which reflects the funds held at Bank F&C on 17 September 2015, and which has been recorded as a charge in the income statement, as well as a claim for approximately US$10 million which relates to funds that have not been released back to the Group as applicable legislation requires. FPM filed a court claim against Bank F&C, under the management of the Deposit Guarantee Fund, for the release of the c.US$10 million. At a hearing on 4 December 2015, it was ruled that the cash should be returned to FPM. This was subsequently appealed and a new hearing is expected to take place in April 2016. For further information see notes 29 and 35 to the Financial Statements. Once made, claims are converted into local currency at the exchange rate prevailing at the date of the liquidation decision of the NBU, which in Bank F&C’s case was 17 December 2015. In total this amounted to UAH4,269,301,945. Due to the uncertainty of the liquidation process and the potential length of time involved in realising the assets and making any distributions to creditors, the Group has recognised, as a special item, an allowance for an amount held with Bank F&C. Under the applicable regulations, the Liquidator is required to report provisionally on the status of Bank F&C’s assets compared to its liabilities. This is currently expected in 2Q 2016 at which time the Group will make a further assessment of the position. If ultimately no recovery is forthcoming, this will result in a loss of cash, after expected tax relief, of US$146 million. The Board of Ferrexpo were surprised and deeply concerned by the temporary administration following the ongoing recapitalisation of Bank F&C with the support of the NBU. The Ukrainian banking sector has experienced several such unexpected events in 2015 with 45 banks placed into temporary administration and the number of operational banks falling from 163 to 117 by the end of the year. The Board fully recognises the risks involved in operating in Ukraine and is in the process of reviewing its local banking arrangements whilst still recognising the need to maintain an acceptable proportion of operational liquidity in country. Bank F&C was ultimately controlled by Ferrexpo’s largest shareholder and CEO FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 18 CHAIRMAN’S STATEMENT CONTINUED In line with our previously stated intention that I should stand down as your Chairman at the 2016 AGM, we are now in advanced discussions with a candidate who is expected to succeed me, following a suitable handover period of no more than a few months. The candidate is expected to join the Board in the near future. I will seek re-election at the AGM in order to facilitate the handover. Outlook The iron ore price has currently recovered from the low point reached in December 2015 of US$38.50 per tonne to around US$62 per tonne (as of 8 March 2016). In addition, since the start of the year, pellet premiums have increased while freight rates have fallen, both of which are improving the Group’s received price on an FOB basis. The Group has also continued to reduce its cash cost of production which has declined from an average of US$26.40 per tonne in December 2015 to an average of US$24.30 per tonne in February 2016. As a result of a forecast oversupply of iron ore fines in 2016, however, prices are expected to fall further in the present macroeconomic environment, while industry participants take additional measures to reduce costs or curtail production. Ferrexpo sells iron ore pellets which, in contrast to iron ore fines, are forecast to be in under supply, and demand is expected to grow in the period to 2020. The Group’s operations are positioned at the bottom of the global pellet cost curve, and it is well placed to remain profitable in the current challenging market conditions as it has consistently been throughout its 40 year history. tax. The Board of Ferrexpo is also pleased to finally see progress in the resolution of the long standing legal claim for approximately 40% of Ferrexpo Poltava Mining which was being contested actively between 2010 and early 2015. The Board of Ferrexpo continues to actively manage local counterparty risk whilst taking into consideration that the productive base of the Group resides exclusively in Ukraine, currently rated Caa3 by Moody’s, and thus carries inherent risks both in terms of operation and financial management. For further information see the Principal Risks on page 32. Debt Amortisation and Liquidity In 2015, the Group repaid US$394 million of debt and as of 31 December 2015 gross debt had declined 31% to US$904 million compared to 31 December 2014 (US$1.3 billion). US$154 million of the debt repayment related to a prepayment to extend the Group’s US$500 million Eurobond from April 2016 to April 2019, reflecting the Group’s active management during the year to match its cash flow generation to its debt amortisation schedule. Net debt as of 31 December 2015, increased to US$868 million (31 December 2014: US$678 million) principally reflecting the US$175 million reclassification of cash held at Bank F&C, for which an allowance was made. As of 29 February 2016, the Group has a US$346 million bond maturing in equal parts in April 2018 and April 2019, a US$350 million pre export financing (‘PXF’) facility maturing in eight equal quarterly instalments starting in November 2016, and a US$420 million PXF facility, of which the remaining US$88 million is due to be repaid in five monthly amounts completing in July 2016. Cash on hand as of 29 February 2016 was US$36 million following the repayment of US$39 million of debt year to date. Dividends The Board is pleased by the continued strong operational performance of the Group, its lower costs and the recent strength in the iron ore market. The Board is not recommending a final dividend for the year in view of the uncertain iron ore pricing outlook and current gearing levels, although it is very pleased with progress to date in 2016. The Board will keep returns to shareholders under review and will return to dividend payments at an appropriate time which takes into account the strength of the business following over US$2 billion of investment and its financial position. Board succession As part of the Board refreshment process started in 2013, we have been developing succession planning for the Non-executive Directors in order to conform to the Corporate Governance Code and, in particular, to ensure that the Board is provided with the necessary breadth of experience and expertise. Ferrexpo appointed two new Directors during the year following the appointment of Bert Nacken in 2014. Mary Reilly was appointed in May 2015 and brings extensive audit and financial experience from her previous career as a partner of Deloitte LLP. She became Chairman of the Audit Committee in November. In October 2015, David Frauman was appointed to provide additional experience on a short-term basis. Having done so, he is now standing down and I am grateful to him for the wise counsel he has provided to the Board. I am pleased to announce today that Sir Malcolm Field has been appointed as an independent Non-executive Director to the Board with immediate effect. Mike Salamon, who joined the Board in March 2009, will not be standing for re-election at the Group’s AGM in May 2016. On behalf of the Company, I would very much like to thank Mike for his outstanding contribution to the Company’s affairs over the last seven years. In view of the provisions of the Corporate Governance Code, the Board intends that when an independent director has completed a nine year term he will no longer be viewed as independent and will therefore retire from the Board once a suitable successor has been found. Wolfram Kuoni and Oliver Baring, who joined the Board in June and December 2007 respectively, will accordingly seek re-election at the AGM on the understanding that they will retire from the Board once appropriate successors have been found. A Ukrainian successor to Ihor Mitiukov, who also joined the Board in June 2007, is expected to be announced shortly and at that time Ihor will retire from the Board. Meanwhile, he also seeks re-election at the AGM. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT PERFORMANCE REVIEW 19 During the year the Group disposed of its stake in Ferrous Resources resulting in a gain on disposal of US$41 million. In 2014 a US$84 million impairment of the Group’s holding in Ferrous Resources was recorded. In 2015, the Group impaired assets with a value of US$5.6 million. This principally related to the write-off of prepayments of US$4.6 million. Interest Finance expense was US$72 million (2014: US $68 million). The average cost of debt for the period was 5.97% compared to an average cost of 4.85% in 2014. The increase reflected a gradual rise in US LIBOR as well as the amortisation of the Group’s lower cost US$420 million pre-export banking facility commencing in 2H 2014 while the Group was required to pay a higher coupon on its Eurobond (partly offset by a lower principal amount outstanding). 56% of the Group’s debt is floating with the remaining 44% fixed. For further information on the Group’s debt see Cash Flows below on page 20 and Financial Management in the Performance Review on page 29. Tax In 2015, the Group’s underlying tax charge, before special items, was US$22 million resulting in an effective tax rate of 13.7% compared to 20.9% in 2014 or US$70 million. Ferrexpo has recognised a US$28 million deferred tax asset related to the allowance booked for restricted cash. Overall the Group has recorded a tax credit of US$6 million for the year compared to a US$70 million tax charge in 2014. The balance of prepaid corporate profit tax in Ukraine decreased to US$54 million as of 31 December 2015, compared to US$74 million as of 31 December 2014. The decrease was mainly driven by the devaluation of the Hryvnia against the US Dollar. Further details see Note 15 of the accounts. tonnes). For further information see Market Review, Marketing and Selling and Logistics on pages 21, 22, 23. Costs While revenue declined by US$428 million the Group was able to reduce costs by US$294 million, before operating foreign exchange gains, in 2015 compared to 2014. The majority of the cost savings were driven by a 30% decline in the Group’s C1 cash cost of production to US$31.9 per tonne (2014: US$45.9 per tonne) as well as lower rail and international freight costs. The lower costs were due to a combination of a weaker Hryvnia against the US Dollar, operating efficiency gains, lower oil prices and weak international freight rates. For further information see Currency, Logistics, Production Costs and Mining and Production Efficiencies on pages 20, 23, 24, 25. Operating Profit before Adjusted Items Operating profit from continuing operations before adjusted items was US$251 million in 2015 compared to US$409 million in 2014. This includes a non-cash operating foreign exchange gain of US$26 million. (2014: US$76 million). For further information see Currency on page 20. EBITDA EBITDA for the period was US$313 million compared to US$496 million in 2014. The decline reflected the fall in iron ore prices during the period offset by an improved sales mix, higher sales volumes and significant cost reductions. Special Items Total special items for the year, after an expected tax relief credit, amounted to US$110 million (2014: US$84 million). The Group has recorded an allowance for US$175 million held at Bank F&C at the time the bank was placed into administration by the National Bank of Ukraine (‘NBU’) in September 2015. If this amount is ultimately not recovered, this would result in a loss, after an expected tax relief credit, of US$146 million. For further information on Bank F&C see the Chairman’s Statement on page 16 Ukrainian Banking Sector Risk on page 35 and Notes 13, 15, 29 and 31 to the accounts. Kostyantin Zhevago Chief Executive Officer Chris Mawe Chief Financial Officer FINANCIAL RESULTS In 2015 Ferrexpo responded to the challenging environment with a strong marketing and operational performance which helped offset the impact of the lower iron ore price. Revenue Group revenue for the period decreased by 31% to US$961 million compared to US$1,388 million in 2014. This reflected a 42% decline in the average Platt’s 62% Fe iron ore fines price which reduced Ferrexpo’s revenue by US$467 million. Ferrexpo’s net realised DAP/FOB price, outperformed the Platts iron fines index by 11%. This was due to relatively stable pellet premiums year-on-year, higher revenue received for additional 65% Fe pellet sales (compared to 62% Fe pellet sales) and lower C3 freight (which led to a higher net back FOB price for the Group). Together these factors added US$146 million to 2015 revenue. Lower freight costs charged to customers as well as lower revenue from the Group’s barging business and other reduced total revenue by US$108 million compared to 2014. Group sales volume increased 1.5% to 11.3 million tonnes (2014: 11.2 million FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 20 PERFORMANCE REVIEW CONTINUED Currency Ferrexpo prepares its accounts in US Dollars. The functional currency of the Ukrainian operations is the Hryvnia. During 2015 the Hryvnia devalued from UAH15.77 per US Dollar as of 1 January 2015 to UAH24.00 per US Dollar as of 31 December 2015. The average rate for the period was UAH21.86 per US Dollar (2014 average: UAH11.89 per US Dollar). Balances at 31 December 2015 are converted at the prevailing rate. The devaluation of the currency since 31 December 2014 has resulted in a US$472 million reduction in the net assets of the Group and has been reflected in the translation reserve. Since 31 December 2015, the Hryvnia has further depreciated to approximately UAH27 per US Dollar. Capital Expenditure Capital expenditure reduced significantly in 2015 to US$65 million (2014: US$235 million) as the Group completed, in 1Q 2015, its major investment programme to increase the production of 65% Fe pellets as well as overall production volumes. Following this completion and given the low iron ore price environment, Ferrexpo has reduced its discretionary capital expenditure. For further information see Capital Investment on page 27. The table below presents the breakdown of capital expenditures in 2015 and 2014. Capital expenditure breakdown: Capital expenditure decreased significantly to US$65 million (2014: US$235 million). For further details see Capital Investment on page 27. US$ million FPM Sustaining (incl. logistics) Capacity upgrade project Mine life extension Quality upgrade project FYM Stripping and infrastructure Concentrator FBM, other deposits Logistics Total 2015 34 32 – – 2 25 24 1 2 4 2014 136 43 37 12 44 73 62 11 9 17 65 235 Cash Flows Net cash flows from operating activities in 2015 totalled US$128 million compared to US$288 million in 2014. The reduction principally reflected the lower iron ore price environment, partly offset by lower costs together with a US$73 million increase in working capital during the year. The increase in working capital primarily reflected higher levels of pellet stocks held due to lower prevailing prices at the year-end compared to expectations for 1Q 2016. Dividends paid during the period were US$78 million in line with 2014 at US$77 million. The Group received US$42 million from the sale of Ferrous Resources. During the period the Group’s cash position, before the reclassification of cash held at Bank F&C as restricted, reduced by US$406 million. The reduction was primarily a result of the repayment of US$394 million of debt (2014: US$119 million) of which US$154 million related to Eurobonds to extend the tenor from April 2016 to 2018 and 2019, US$210 million related to the amortisation of a US$420 million banking facility and the remainder related to repayment of Export Credit Agency funding. For further details see Financial Management on page 29. Net debt as of 31 December 2015, increased to US $868 million (31 December 2014: US $678 million) principally reflecting the US$175 million reclassification of cash held at Bank F&C, for which an allowance was made. For further information see the Chairman’s statement on pages 16 to 18, Financial Management on page 29 and Notes 28, 29, 31 and 35 of the accounts. FPM processing facilities have undergone a four year modernisation and upgrade programme. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 21 MARKET REVIEW In 2015, total world steel production declined by 2.5% to 1.68 billion tonnes (2014: 1.73 billion tonnes). China, the world’s largest steel producer, reduced its steel output by 2.2% to 873 million tonnes. The fall in global steel output resulted in a 1.8% decline in total iron ore consumption, and the Platts 62% Fe iron ore fines price, CFR China declined by 42% from an average of US$97 per tonne in 2014 to US$56 per tonne. Steel and iron ore statistics 2015 vs. 2014 Million tonnes 2014 2015 Change World steel production 1,725 1,683 -2.5% China steel production 893 873 -2.2% Total iron ore consumption Iron ore exports: Fines Lump Pellet Pellet feed 2,117 2,078 -1.8% 1,032 1,024 -0.8% 201 145 74 219 151 8.9% 4.3% 79 7.1% in the iron ore fines price of 42%, the long- term contract premium paid for pellets in the key markets of Western Europe and North East Asia declined approximately 13% in 2015 from US$38 per tonne in 2014. According to Mysteel data, Chinese spot pellet premiums in 2015 declined on average by approximately 16% from US$27 per tonne in 2014 to US$23 per tonne reflecting available pellet feed from higher cost domestic iron ore producers. The chart below highlights the top exporters of pellets to the global blast furnace and direct reduction steel markets in 2015, while the FOB cost curve on page 22 shows the cost of pellet production, including in-country distribution costs, for the major pellet producers in 2015. Ferrexpo was the fourth largest exporter to the blast furnace pellet market and the lowest cost pellet producer in 2015. Pellets are a niche subsector of the iron ore market. The table on page 22 shows that historically there has been limited supply growth in pellets with exports of pellets increasing by only 45 million tonnes since 2000 (including Samarco pellet capacity, which is currently idled, of 30 million tonnes). This compares to an increase of 759 million tonnes since 2000 in the iron ore fines segment. The limited availability of pellets reflects the highly capital intensive nature of installing beneficiation and pelletising facilities. A greenfield pellet project from mine to end product would likely cost in the region of US$1 billion to US$3 billion. The tragic failure of a Samarco tailings dam in November 2015 resulted in the shutdown of its operations. Samarco produced approximately 30 million tonnes or around 20% of the pellet export market, which is currently absent from the market. As a result Estimated breakdown between Blast Furnance and DR pellet exports, Mt US$ per tonne Direct Reduction Blast Furnace Source: CRU iron ore market outlook January 2016 statistical review. 10.3 No change Exports of iron ore fines declined by approximately 1% in 2015 (see table above), however, the market share of the four largest iron ore fines suppliers, increased to 85% (2014: 80%) at the expense of high cost suppliers who could not remain cash generative at the price levels experienced in 2015. Geographic export of iron ore fines 2015 vs. 2014 Million tonnes Australia Brazil Rest of the world Total exports of iron ore fines Australia and Brazil 2014 600 227 206 2015 Change 630 239 5.0% 5.3% 154 -25.2% 1,033 1,023 -0.8% market share 80% 85% 6.3% Source: CRU iron ore market outlook January 2016 statistical review. Iron ore fines supply from Australia and Brazil increased 5.0% and 5.3% respectively while supply from the rest of the world decreased 25.2%. Exports of pellets grew 4.3% in 2015 to 151 million tonnes. This growth was due to new supply from market leaders Vale and Samarco. In contrast to the sharp decline 5.7 6.0 (+5%) 11.6 11.4 (-2%) Vale LKAB Samarco FERREXPO Mettalloinvest Cliffs IOC Metinvest Severstal 3.7 3.7 2.2 (+29%) 1.7 1.7 1.7 0.3 (-82%) Accelor Mittal 16.5 23.9 (+45%) 11.3 13.7 (+21%) 11.6 12.1 (+4%) 11.0 11.7 (+6%) 4.7 7.4 (+57%) 7.6 7.1 (-7%) 6.6 6.8 (+3%) 5.5 6.7 (+22%) 2.8 3.6 5.8 (+107%) 5.5 (+53%) Grange CAP 2.4 2.3 (-4%) 1.1 2.1 (+91%) ERG 1.4 no change EVRAZ 0.5 no change CVG Ferrominera 0.2 no change 3.0 (+200%) 1.0 (GIIC) DR 14 DR 15 BF 14 BF 15 Source: CRU pellet market analysis, March 2016. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 22 PERFORMANCE REVIEW CONTINUED capacity utilisation rates of other pellet producers are expected to increase in 2016. There is a possibility that higher cost idled pellet capacity of up to 7 million tonnes could re-enter the market if pellet premiums provide an acceptable return, however, overall pelletising capacity is not expected to increase significantly in the coming years due to high capital barriers to entry. Pellet demand to show strongest growth in iron ore Consumption MT 2015 2020 Increase CAGR Pellets Lump 408 268 498 309 90 41 4.1% 2.9% Sinter fines 1,198 1,128 -70 -1.2% Total 2,078 2,162 84 0.8% Limited historic growth in pellet capacity due to high barriers to entry Source: CRU iron ore market outlook January 2016 statistical review. Exports of iron ore MT 2000 2015 Increase CAGR Pellets Lump 106 93 151 219 Sinter fines 265 1,024 45 2.4% 126 759 5.9% 9.4% Total 464 1,394 930 10.5% Source: CRU iron ore market outlook January 2016 statistical review. Demand for pellets is expected to show the strongest growth in the period to 2020 as the table below from CRU highlights with pellets forecast to grow by 4.1% on CAGR basis, while demand for iron ore fines is expected to decline by 1.2%. The decline in demand for iron ore fines is due to lower steel demand, tighter emission controls as well as improved blast furnace utilisation rates, as more expensive uneconomic steel capacity is closed, which is expected to favour pellet use over sinter fines. Ferrexpo believes that the above market dynamics favor large scale, low cost efficient producers of sinter fines or high quality niche producers of pellets (not considered as the core business of larger producers). Ferrexpo is in the niche segment which is shown in the chart below and represents 250 million tonnes of supply out of the total world market nearing two billion tonnes of iron ore products. The Group’s past investment strategy of improving the quality of its product together with its low cost base and premium customer portfolio should ensure that Ferrexpo’s operations can withstand the current cyclical downturn and emerge as a stronger and fitter Group. MARKETING Ferrexpo’s realised price for its 65% Fe iron ore pellets is calculated by taking the average Platts iron ore fines CFR China index, adjusting for quality and adding a pellet premium. For sales to the Far East, delivery is made on CFR terms with the resulting FOB netback determined by the actual cost of freight. For sales to European and regional markets, the resulting FOB/ DAP netback is determined by deducting transparent freight market indices (such as C3) and adding appropriate freight costs for the relevant point of sale. The C3 freight index, as published by the Baltic Exchange, represents the industry benchmark price to transport goods by sea from Tubarao, Brazil to Qingdao, China. The C3 index declined dramatically during the year following the substantial fall in the oil price. On average C3 freight reduced by US$9.4 per tonne to US$11.2 per tonne in 2015 (2014: US$20.6 per tonne) resulting in a higher net back price for the Group. Due to relatively stable pellet premiums under long-term contracts (see Market Review), the additional iron premium received for selling a higher proportion of 65% Fe pellets and lower freight rates, the Group’s average received price in 2015 outperformed the Platts 62% Fe iron ore fines CFR index by 11%, declining on average by 32% compared to the 42% decline of the Platts index. The Group typically negotiates pellet premiums annually, half-yearly or quarterly while a monthly or three-month average is usually used to determine the average iron ore fines index price, as can be seen from the table below. The sales made at a fixed price on a particular day reflects efforts to secure margins in a falling market. Sales volume by pricing terms: Year ended 31.12.15 Year ended 31.12.14 Monthly spot index 79% 79% 160 140 120 100 80 60 40 20 0 0 FOB Cost Curve, Pellets, 2015 Y-axis: Cost ($/t) X-axis: Cumulative production (Mt) THE INDEPENDENT AUTHORITY™ MINING I METALS I FERTILIZERS t s e v n l t e M l e a V t s e v n o i l l a t e M B K A L C I I G C O I o c r a m a S o p x e r r e F s f f i l C Current quarter spot index Lagging 3-month spot index Spot sales fixed on day Total sales volume (million tonnes) 5% 8% 8% 5% 8% 8% 11,330 11,167 50 100 150 200 Source: CRU iron ore market outlook January 2016 statistical review. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 23 Ferrexpo has continuously increased its logistics capacity in line with its production growth of 29% since the Group’s IPO in June 2007. In 2015, Ferrexpo increased sales volumes by 1.5% to 11.3 million tonnes of pellets compared to 11.2 million tonnes in 2014. The Group sold 9.9 million tonnes of 65% Fe pellets, up 74% compared to 5.7 million tonnes in 2014. Importantly, the high quality pellets also enabled the Group to improve the sales mix by penetrating further into premium markets and away from low end markets. The table below shows the breakdown of sales by key market regions. Overall tonnages delivered to Western Europe and North East Asia increased due to increased marketing focus in these markets, following the increase in 65% Fe pellet production. The increase in sales volumes in 2015 was lower than the increase in production volumes due to a larger number of discrete delivery points utilised during the year to service the changing sales portfolio. Sales volume by market regions: Central and Eastern Europe China North East Asia Western Europe Turkey, Middle East, India Total sales volume (million tonnes) Year ended 31.12.15 Year ended 31.12.14 49% 22% 12% 11% 49% 25% 10% 8% 6% 8% 11,330 11,167 LOGISTICS Selling and distribution costs decreased by 27% to US$226 million (2014: US$312 million) as a result of the devaluation of the local currency and lower international freight rates. Costs to transport the Group’s pellets to border points for international dispatch were US$112 million (2014: US$145 million). The 23% reduction was mainly due to the Hryvnia depreciation against the US Dollar, as 100% of rail costs are in local currency, as well as cost actions taken by management. Rail tariffs did increase by approximately 30% year-on-year, however, the increase was offset by the Hryvnia devaluation. International freight costs reduced significantly to US$75 million in 2015 compared to US$123 million in 2014. This was driven by lower oil prices and depressed market conditions in the shipping industry. For further information on C3 freight see Marketing on page 22. Ferrexpo loaded 23 capesize vessels during the year (2014: 22). MINING AND PRODUCTION Ferrexpo is pleased to report an excellent year of operational improvement in 2015 with the Group delivering its strategy to increase the volume and quality of its output while remaining a low cost, efficient producer. The Group increased total pellet production by 5.8% to a record 11.7 million tonnes (2014: 11.0 million tonnes). Importantly, as planned, it increased the output of premium 65% Fe pellets by 78.6% to 10.4 million tonnes, another record for the Group. This compares FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 24 PERFORMANCE REVIEW CONTINUED to 5.8 million tonnes of 65% Fe pellets produced in 2014. In the 4Q 2015, the Group produced at or close to 1 million tonnes per month, of which 95% of production was 65% Fe pellets. The Group’s current nameplate capacity is 12 million tonnes per annum. In 2016, Ferrexpo has planned for approximately 92% of its production to be premium 65% Fe pellets with the remaining production of 62% Fe pellets in line with existing customer requirements. Health and Safety The Group is pleased to be able to report that there were no work related fatalities during the year (2014: three). The lost time injury frequency rate (“LTIFR”) however increased during the period to 0.96 per million man hours (2014: 0.86 per million man hours). The LTIFR at Ferrexpo Poltava Mining (“FPM”) (including contractors) increased to 0.75 per million man hours in 2015 (2014: 0.47 per million man hours) while Ferrexpo Yeristovo Mining’s (“FYM”) LTIFR increased to 0.74 per million man hours (2014: nil). Ferrexpo believes the increase in LTIFRs was due to a failure to correctly follow safety procedures and a lack of safety standard enforcement by team leaders. This has been addressed across the Group’s operating subsidiaries with retraining and instruction processes completed with all staff that access mobile equipment, along with increased auditing and observations by team leaders during periods of high activity, such as shift change overs and meal breaks. LTIFR for the Group’s barging operation, DDSG, including leased crews, was 4.93 per million man hours worked (2014: 9.08 per million man hours worked). The difference in LTIFR between the mining and barging operations principally reflects the lower hours worked at the barging operations compared to the mining operations. DDSG has seen a significant improvement in LTIFR since a new provider of leased crews was appointed during the year who prioritises health and safety training. Lost time injury frequency rate Mining operations Barging operations Total Group 2015 0.75 4.93 0.96 2014 0.47 9.08 0.86 Production Statistics (000’t unless otherwise stated) Iron ore processed from FPM & FYM Average Fe content % Concentrate produced (“WMS”) Weighted average Fe content % Pellets produced from FPM & FYM Higher grade Average Fe content % Lower grade Average Fe content % Purchased concentrate Average Fe content % Pellets produced from purchased concentrate Higher grade Average Fe content % Lower grade Average Fe content % Total pellet production Pellet sales volume Gravel output 2015 2014 Change % 30,168 29,957 33.65% 33.38% 14,378 13,726 0.7% 0.8% 5% 62.35% 62.70% (0.6%) 11,258 10,670 9,969 5,544 64.90% 64.90% 6% 80% 0% 1,289 5,126 (75%) 62.45% 62.20% 466 405 66.33% 65.80% 403 397 351 259 64.85% 64.90% 6 92 62.36% 62.20% 11,662 11,330 1,757 11,021 11,167 1,819 0.4% 15% 0.8% 15% 53% (0.1%) (94%) 0.3% 6% 2% (4%) Total Group stripping volume (million m3) 26,933 49,697 (46%) Production Costs Costs C1 Cash Cost of Production The Group’s C1 cash cost of production reduced by US$14.0 per tonne to US$31.9 per tonne compared to US$45.9 per tonne in 2014. Of this 30% cost reduction, approximately US$8.0 per tonne was due to the Hryvnia devaluation against the US Dollar, while US$4.1 per tonne was driven by increased production volumes, efficiency gains and reduced stripping volumes (see Mining and Production Efficiencies below) and US$2.7 per tonne was due to lower oil prices. Higher levels of production of the Group’s 65% Fe pellet, which requires additional grinding and beneficiation, increased costs by US$0.8 per tonne. In 2015, the average exchange rate of the Hryvnia per US Dollar was 21.9 compared to 11.7 in 2014. The higher rate in 2015 reduced the C1 cost by 17% as approximately 50% of the Group’s cost to produce a pellet is in Hryvnia. For further information on the impact of the Hryvnia devaluation see Currency on page 19. Local C1 cost inflation during the period was primarily driven by wage inflation (+23% vs. average 2014) and electricity price increases (+41% vs. average 2014) following the large devaluation of the Hryvnia in February 2015. These costs, however, are still significantly lower in US Dollar terms than the prior period. The table below shows the month on month change in CPI for the year. Inflation rose strongly in March and April following the devaluation in February and thereafter the rate of increase started to slow with some months showing deflation. For further information see Update on Risks: Inflation on page 36. Ukrainian 2015 Month-on-Month CPI Jan 2015 Feb 2015 March 2015 April 2015 May 2015 June 2015 July 2015 Aug 2015 Sep 2015 Oct 2015 Nov 2015 Dec 2015 Ukraine CPI 103.1 105.3 110.8 114.0 102.2 100.4 99.0 99.2 102.3 98.7 102.0 100.7 Source: www.ukrstat.gov.ua FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 25 The Group implemented several productivity improvements during the year which resulted in improved truck and digger efficiency increasing the amount of material movement per truck. The following table shows the percentage breakdown of the Group’s cost base by category: Input Electricity Gas Fuel Materials Personnel Grinding bodies Maintenance Spares Royalties Explosives % of C1 cash cost 28% 16% 8% 13% 8% 8% 6% 5% 5% 3% Mining and Production Efficiencies In 2015, the Group optimised output from the FPM and FYM pits so that it could maximise production, and minimise costs per tonne. This resulted in a significant reduction in stripping volumes as the revised mine plan more closely correlated with the Group’s production requirement. Since implementation in January 2015, this has resulted in a 36% decrease in the amount of waste material moved compared to 2014. Another focus area during the year was improved drilling and blasting which led to increased excavator productivity. For example, excavator productivity at FYM increased by over 25% during the year. Overall, the above actions reduced the C1 cash cost by approximately US$4.1 per tonne or US$46 million in 2015. The Group also implemented several productivity improvements during the year which led to improved truck efficiency and a greater amount of material movement per truck. On average, together FPM and FYM increased the amount of material moved per truck in operation by 50% from 302 tonnes per truck per hour to 452 tonnes per truck per hour. This was achieved through a combination of hot seating, faster changeovers and improved fleet management. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 26 PERFORMANCE REVIEW CONTINUED Electricity Consumption (kWh/t pellets) 200 190 180 170 160 150 140 2007 2008 2009 2010 2011 2012 2013 2014 2015 Grinding Bodies (m3/t pellets) 6.0 5.8 5.6 5.4 5.2 5.0 4.8 4.6 2007 2008 2009 2010 2011 2012 2013 2014 2015 Gas (m3/t pellets) 18.5 18.0 17.5 17.0 16.5 16.0 15.5 15.0 14.5 14.0 2007 2008 2009 2010 2011 2012 2013 2014 2015 Business Improvement Programme The Business Improvement Programme (‘BIP’) aims to increase process efficiencies and reduce consumption norms in the production process thereby reducing the total cost of production by up to 2% per annum. Focus areas included increasing plant throughput, increasing mobile mining fleet utilisation, de-bottlenecking processing activities, and improving process control. FPM undertook 27 BIP projects during the year while FYM undertook 11 projects. In 2015, the BIP projects generated cost savings and efficiency improvements of an estimated UAH68 million or US$3 million. As gas and electricity represent approximately 40% of the cash cost of production, a major focus of the BIP is to identify and implement material energy savings projects in the mining and processing operations. In September 2015, Ferrexpo began using sunflower husks as a natural gas replacement for one of its four pelletising lines. Ukraine is the largest producer of sunflower seeds in the world and the Group sourced the husks from a local company in the Poltava region. FPM saved over three million cubic metres of natural gas providing a cost saving of US$0.2 million. In December 2015, line number 2 of the pelletiser began to use husks. The Group intends to replace up to 30% of its total natural gas consumption in the pelletiser with sunflower husks. The graphs to the right demonstrate that over the long-term Ferrexpo has improved its energy efficiency through the reduced consumption of electricity and gas per tonne of pellets produced as well as reduced its steel consumption through the reduction in grinding bodies per tonne of pellets produced. The 1% increase in electricity consumption per kWht per tonne of pellets in 2015 is a good performance in context of the 79% increase in the production of higher grade 65% Fe pellets that require higher levels of processing in the beneficiation plant in order to upgrade the iron content of the concentrate. Gas consumption decreased despite increased levels of pellet output. Environmental Impact As in previous years, the Group is able to report there were no incidents regarding emissions or discharges that exceeded permissible environmental limits during the year. CO2 Emissions The table below shows that the Group’s carbon intensity ratio in 2015 was in line with 2014. FPM, FYM, FBM and the barging operations collected information on greenhouse gas emissions created by solid, liquid, and gaseous fuels, as well as refrigerants, explosives, purchased steam and electricity. Emissions in tonnes 2015 2014 CO2 emissions 2,728,313 2,732,587 Pellets produced kt Intensity ratio 11,661 0.234 11,021 0.238 Note: 2014 data has been restated due to an incorrect factor applied to the conversion of natural gas from cubic metres into tonnes. CO2 emissions directly generated by the operations were 0.68 million tonnes in 2015 compared to 0.80 million tonnes in 2014. The reduction in direct emissions is as a result of a 36% reduction in stripping volumes and a corresponding 31% decline in diesel consumption. Emissions generated from indirect sources, such as electricity purchased from Ukraine’s national grid were 2.05 million tonnes in 2015 compared to 1.93 million tonnes in 2014. For further information on the methodology used for the above intensity ratio and for information relating to stationary and mobile gas emissions please see the Corporate Social Responsibility report on page 41. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 27 CAPITAL INVESTMENTS In 1Q 2015, the Group commissioned the final sections of the new flotation units allowing the production facilities to produce a greater proportion of premium 65% Fe pellets while also increasing overall production volumes. This was the final part of a four year investment programme to modernise and increase the volume and quality of the Group’s output. As such capital expenditure reduced significantly in 2015 to US$65 million (2014: US$235 million). In the current iron ore price environment capital expenditure is expected to be between US$25 million to US$75 million per annum. The actual amount of expenditure will be determined by the iron ore price and the Group’s cash generation ability as well as Ferrexpo’s aim to balance capital expenditure with net debt reduction. If appropriate, capital investment could include small scale, high return projects that will incrementally increase production capacity. The Group has spent over US$2 billion since its IPO in 2007 developing additional iron ore mining capacity at FYM and modernising FPM’s mining and production facilities to increase pelletising output to 12 million tonnes of nameplate capacity per annum. The Group now has a well invested asset base which is efficient and low cost. In 1Q 2015, FPM commissioned the final sections of the new flotation units allowing the production facilities to produce a greater proportion of premium 65% Fe pellets while also increasing overall production volumes. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 1 28 PERFORMANCE REVIEW CONTINUED Ferrexpo sponsors many cultural events in Komsomolsk and the surrounding areas. CSR Ferrexpo is an important contributor to the Ukrainian economy and has been consistently so for many years despite commodity cycles. Since its IPO on the London Stock Exchange in June 2007, the Group has paid approximately US$507 million in income and other taxes as well as US$105 million for royalty payments. According to the State Statistics Service of Ukraine, it is the largest exporter of pellets in the CIS and in 2015 the Group’s revenue was 1.8% of the country’s total export revenue. The Group is also a major customer of state run infrastructure. For example in 2015, FPM was the number one customer of the Ukrainian rail network. PEOPLE Ferrexpo is pleased to report that it continues to maintain a good relationship with its workforce and that there was no labour related disruption to production during the year. There have been no significant industrial actions or labour disputes at FPM since its privatisation in 1995, or at FYM since its inception. As of 31 December 2015, the Group employed 9,469 staff and 1,547 contractors (31 December 2014: 9,658 staff and 1,927 contractors). Average personnel costs at the Group’s Ukrainian operations accounted for 8% of the cash cost of production per tonne of pellets (2014: 10%). In 2015, the Group experienced wage inflation of approximately 23% in local currency. Ferrexpo is the largest employer in Komsomolsk, Poltava employing approximately one fifth of the population as employees or contractors. In 2015, according to the State Statistics Service of Ukraine, the average wage at Ferrexpo was 72% higher than the national average and 15% higher than the average wage received in the Ukrainian mining industry. Due to Ukraine’s weak public finances and fragile economy as well as the ongoing unrest in the east of the country, the Group continued its support for local and regional communities during the period. Community support donations were US$26 million in 2015 compared to US$39 million in 2014. The majority of this expenditure was paid to a Charity organisation called Blooming Land who then distributed the Funds to three separate charities called “Ukraine – Healthy Country (Diabetes A to Z)”, “Healthy Sight (To see it all)” and “Institute of social programmes (Happy old age)” to be used on projects within Ukraine. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 29 As of 29 February 2016, the Group has a US$420 million pre export financing (“PXF”) facility, of which US$88 million is remaining and due to be repaid in five monthly amounts completing in July 2016, a US$350 million PXF facility, maturing in eight equal quarterly instalments starting in November 2016, and the above US$346 million Eurobond maturing in equal parts in April 2018 and April 2019. Cash on hand as of 29 February 2016 was US$36 million following the repayment of US$39 million of debt year to date. As a result of the forecast cash flows of the business, the large reserve base and the competitive positioning of the business on the global iron ore and pellet cost curves, the accounts have been drawn up on a going concern basis, however attention is drawn to the Going Concern section of the Financial Statements, Note 2, on page 105 and the Principal Risks on page 32. Ferrexpo believes it is important to attract, retain and develop skilled workers. In 2015, approximately 79% of the local workforce underwent training initiatives, principally related to safety and professional training. The Board would like to express its sincere appreciation to all of the Group’s employees, especially in Ukraine, for their contribution to 2015’s financial results and for their continued dedication during a challenging time in the country and in the iron ore industry. UKRAINE In 2015, Ukraine’s economy continued to contract, although to a lesser extent as the year progressed. Real GDP decreased by 17.2%, 14.6% and 7.2% in the first, second and third quarters of 2015 respectively. The NBU estimates that GDP will fall by 10% for the year following a 7% decline in 2014. A significant proportion of the country’s productive capacity is located in the eastern part of Ukraine, which is experiencing ongoing conflict. This has affected GDP growth as well as the banking sector, which has continued to face an increase in non-performing loans. The banking sector has also been impacted by the Hryvnia devaluation against the US Dollar as a high proportion of the financial system is Dollar based. Due to these events, the banking system is experiencing severe liquidity constraints and is regarded as significantly undercapitalised by all rating agencies. Access to external financing in this environment has been limited for Ukrainian companies given the weak economy and the challenging geopolitical environment, as well as uncertainty as to whether the coalition government has the political support to implement policies that are necessary to restore macroeconomic stability, promote sustainable growth, and strengthen governance and transparency. In March 2015, Ukraine received a new four-year US$17.5 billion rescue package from the IMF to help stabilise the country’s weak financial position. To date US$6.7 billion of this has been disbursed. Further disbursements are contingent upon implementation of comprehensive economic reforms. In particular, it requires a further reform of Ukrainian tax legislation to bring a substantial portion of the shadow economy into the formal economy, continued reform of the energy sector through the introduction of uniform market-based energy prices, and reform of social benefits and pensions. The country secured a debt restructuring in August 2015 for US$15.3 billion of government debt, thereby avoiding a sovereign default with private creditors, although Russia has filed a lawsuit against it for defaulting on a US$3 billion bond. Although this has been a difficult time for Ukraine, Ferrexpo has avoided disruptions to its operations and has continued to trade profitably. As an exporter it has benefited from the devaluation of Hryvnia against the US Dollar. For further information see Risks Relating to Ukraine on page 34. FINANCIAL MANAGEMENT Net debt as of 31 December 2015, increased to US$868 million (31 December 2014: US$678 million) principally reflecting the US$175 million reclassification of cash held at Bank F&C, for which an allowance was made. Net debt to EBITDA as of 31 December 2015 was 2.78x (31 December 2014: 1.4x). In 2015, the Group repaid US$394 million of debt and as of 31 December 2015 gross debt had declined 31% to US$904 million compared to 31 December 2014 (US$1.3 billion). US$154 million of the debt repayment related to a prepayment to extend the Group’s US$500 million Eurobond from April 2016 to April 2018 and 2019, reflecting the Group’s active management during the year to match its cashflow generation to its debt amortisation schedule. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 30 RISK MANAGEMENT The Group has established risk management and internal control systems which support the identification, understanding and mitigation of the key risks that it faces. Approach The Group’s risk management processes provide a framework to support the identification, prioritisation and management of the risks involved in the Company’s activities. It is not and cannot be designed to eliminate risk, particularly in an emerging market economy. Ferrexpo’s risk management policies and procedures have been established to identify and analyse the risks faced by the Group, to set appropriate limits and controls and take relevant mitigating actions where considered by the Board of Ferrexpo and its executive management to be beneficial. Risk Assessment The Group’s risk matrix is regularly reviewed and monitored by the Executive Committee and its subcommittee, the Finance and Risk Management Committee, as well as the Audit Committee and the Board. This review process includes ensuring that any new risks are identified, their potential impact on the Group assessed and appropriate controls established. The risks identified are ranked based on the monetary impact and the probability of occurrence in order to assess their impact on the Group’s operation and viability. The impact and the probability are reassed on a regular basis based on latest developments in the Group’s macro and micro environment. It is the responsibility of the Group’s Executive Committee to define appropriate actions to adequately monitor those risks and establish an effective control environment. The controls are generally conducted by the Group’s Internal Audit function or members of the Executive Committee and updates are provided to the Executive Committee and the Board. Risk Governance The Ferrexpo Board is ultimately responsible for defining the Group’s attitude to risk and ensuring that appropriate systems of risk management and internal control are established and embedded across the Group, in conformity with its desired risk management culture. Its responsibility extends to ensuring that the principal risks faced by the Group are robustly assessed and that the Company’s exposure to such risks are aligned with its strategic objectives. The Audit Committee assists the Board in its regular monitoring of risk exposures and the Group’s risk matrix, and is responsible for evaluating the adequacy and effectiveness of the established risk management and internal control systems. It also oversees how management monitors compliance with risk management policies and procedures, with assistance from the Group Internal Audit function which conducts ad-hoc reviews of risk management controls and procedures as part of its annual programme of work. For more information relating to the Audit Committee’s monitoring and assessment of the effectiveness of the risk management and internal control systems, see the Audit Committee Report on page 63. The Finance and Risk Management Committee oversees the centralised financial risk management structures, while the Corporate Social Responsibility Committee monitors safety, environment and community risks and the Executive Compliance Committee monitors compliance and the activities of the Group and local compliance officers. These three committees assist the Audit Committee and Board in the identification and analysis of risk. Assurance on the internal control and risk management systems is provided in the form of management information, reports and updates from the Group Internal Audit function, external audits and the oversight by the Executive Committee, Audit Committee and Board. 2015 Risk Assessment The risks set out in the matrix were assessed by the Finance and Risk Management Committee, Executive Compliance Committee and the Audit Committee, as appropriate, and the risks identified as posing the biggest threat to the Company’s operations (based on their potential impact and taking account of the mitigating measures in place) were analysed in order to identify the principal risks faced by the Group for assessment by the Board. The principal risks identified are set out on pages 32 to 39. At each Board meeting throughout the year, the Board reviewed the risk register and assessed the risks facing the Company over both the short and long-term. The viability statement is set out on page 40. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 31 RISK MANAGEMENT PROCESS Ferrexpo Board – Overall responsibility for maintaining sound risk management and internal control systems – Sets strategic objectives and defines risk appetite – Monitors the nature and extent of risk exposure Audit Committee – Support the Board in monitoring risk exposure and risk appetites Review effectiveness of risk management and control systems – Executive Committee – Assess and mitigate company-wide risk – Monitor internal controls CSR Committee – Oversight of CSR matters and performance Finance & Risk Management Committee – Monitor centralised financial risk management structures Executive Compliance Committee – Monitor Group compliance – Monitor Group and local compliance officers Internal Audit Function – Support the Audit Committee in reviewing the effectiveness of risk management – Internal control systems Operational Level – Risk management processes and internal controls embedded across all Ferrexpo operations. RISK MATRIX HEAT MAP The risks identified in the heat map to the right highlight which could have the greatest impact (shaded grey) on the Group’s operations and viability. E R E V E S t c a p m I 18 7 15 16 12 1 8 11 9 6 5 14 2 17 10 3 4 13 W O L Y R E V UNLIKELY ALMOST CERTAIN Likelihood FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 32 PRINCIPAL RISKS RISKS RELATING TO THE GROUP’S STRATEGY 1. DEBT MATURITY PROFILE Change from 2014 Possible Impact Due to the weak iron ore price, Ferrexpo has been reviewing its debt facilities with a view to better matching the positive cash flow generation of the business to its debt amortisation profile. Ferrexpo remains in compliance with all relevant conditions in its financing agreements. In a continuing weak iron ore price environment there is a risk that the Group may not able to comply with some or all financial covenants. Mitigation – In 2015 the Group successfully extended the maturity of its 2016 Eurobond to 2018 and 2019 (see Financial Management on page 29). – The Group intends to maintain an open and constructive dialogue with its existing and potential new lenders, including, if appropriate, regarding refinancing of both its shorter and longer dated debt maturities in order to ensure that the Group has additional headroom, following the repayment of its debt facilities, to withstand a downturn in prices from current levels. – In 2015, Ferrexpo was the lowest cost pellet producer in the world, For further information see the Viability statement on page 40 and the Going Concern note on page 105 of the financial statements. according to CRU. Associated Strategic Priorities B D E F G H I 2. INTEREST RATE RISK Change from 2014 Possible Impact A portion of the Group’s debt facilities are linked to US Dollar LIBOR rates. An increase in interest rates will increase the Group’s funding costs. An extension to the Group’s maturity profile, as referred to above, could also result in higher interest rates. Mitigation – The Group has a mix of debt facilities at fixed and floating interest rates. As of 31 December 2015, the debt facilities subject to fixed interest rates represented approximately 44% of the Group’s outstanding debt. The Group’s average cost of debt for the year ended 31 December 2015 was 5.97%. Associated Strategic Priorities A B D E F G H I 3. EXPANSION CAPITAL INVESTMENT Change from 2014 Possible Impact The Group’s growth depends on its ability to upgrade existing facilities and develop its iron ore resource base. For any major capital project there is a risk of insufficient controls, cost overruns, shortage of required skills, and unexpected technical problems affecting the time taken to complete the project and the return on the capital invested. Mitigation – The Group has established strict procedures to control, monitor and manage this expenditure which is regularly reviewed by the Investment and Executive Committee and the Board. Associated Strategic Priorities A B D E I 4. GOVERNMENT APPROVALS OF EXPANSION Change from 2014 Possible Impact The Group does not yet have all the governmental approvals required to develop future deposits. Although all approvals that have been applied for have been granted, there is no guarantee that others will be granted in the future. Mitigation – Ferrexpo maintains an open and proactive relationship with various governmental authorities and is fully aware of the importance of compliance with local legislation and standards. – The Group monitors and reviews its commitments under its various mining licences in order to ensure that the conditions contained within the licences are fulfilled or the appropriate waivers obtained. Ferrexpo maintains strict compliance with the Ukrainian mining code and execution of work in accordance with the project design through active engagement of Ukrainian and international legal advisers. Associated Strategic Priorities B D E FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 33 We have indicated how our principal risks would impact our ability to deliver against our strategy. A A low cost producer E Develop the customer portfolio B Develop the resource base F Train and develop employees C Improve the quality of output G Maintain a social licence to operate D Develop logistics capabilities H Evaluate relevant investment opportunities I Maintain appropriate credit metrics and sufficient financial liquidity J Maintain high standards of corporate governance Denotes a risk that the Board considers more likely to impact the viability statement RISKS RELATING TO THE IRON ORE MARKET 5. GLOBAL MACROECONOMIC GROWTH Change from 2014 Possible Impact The demand for steel, and hence iron ore, is driven by global economic growth trends, which in the recent past has been largely determined by Chinese economic growth, and for the past seven years China has produced more than 45% of the world’s steel output. A reduction in world or Chinese GDP growth could impact demand for steel and iron ore. Conversely the supply of iron ore requires long periods of large scale, capital intensive investment. A miss-match between increasing supply of iron ore and lower demand has led to further iron ore price weakness in 2015. Mitigation – Ferrexpo’s marketing strategy is to supply high quality pellets to established steel mills who produce premium steel products through the commodities cycle. – Ferrexpo does not sell to commodity steel producers whose demand is likely to fluctuate. – Pellets are a niche iron ore product that have high capital barriers to entry. – Due to the characteristics of pellets, demand growth is expected to be strongest compared to other types of iron ore products. – The Group has a logistics infrastructure which can service regional and seaborne markets. This provides flexibility should a particular region experience a decline in demand. Associated Strategic Priorities B D E F G I 6. IRON ORE PRICES AND PELLET PREMIUMS Change from 2014 Possible Impact Fluctuations in iron ore prices as well as in demand have negatively impacted the financial results of the Group in 2015. The benchmark price for 62% Fe fines CFR China declined 40% from US$72 per tonne as of 2 January 2015 to US$43 per tonne as of 31 December 2015. The average price was 42% lower at US$56 per tonne compared to an average of US$97 per tonne in 2014. The average price for the two months ended February 2016 was US$44 per tonne. Ferrexpo receives a pellet premium in addition to the iron ore fines price. Currently, a substantial portion of the Group’s profit is due to this premium the Group receives from its customers. Long-term contract pellet premiums have ranged historically from US$12.40 per tonne to US$61.70 per tonne, while spot market pellet premiums in China have fallen to approximately US$10 per tonne in the past. The average long-term contract premium paid for pellets in the key markets of Western Europe and North East Asia declined to US$33.6 per tonne in 2015 from US$37.4 per tonne in 2014 while Chinese spot pellet premiums declined on average from US$26.4 per tonne in 2014 to US$22.7 per tonne in 2015. Chinese spot premiums were, however, weaker in the second half of 2015 closing the year at approximately US$11 per tonne. Overall, the pellet premium currently represents a high proportion of the underlying iron ore fines price. Mitigation – Ferrexpo is the lowest cost pellet producer in the world according to CRU. – Over 90% of the Group’s sales are based on pellet premiums agreed under long-term contracts. – Ferrexpo has a well invested modern asset base that does not require high levels of sustaining capex in a low price environment. – Ferrexpo’s competitive cost base has enabled it to produce at full capacity and remain profitable throughout past commodities cycles. It has successfully operated for over 40 years. – The Group has an established, broad customer base and logistics infrastructure which can service regional and seaborne markets. This provides flexibility should a particular region experience a decline in demand. Associated Strategic Priorities B D E F G I FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 34 PRINCIPAL RISKS CONTINUED A A low cost producer E Develop the customer portfolio B Develop the resource base F Train and develop employees C Improve the quality of output G Maintain a social licence to operate D Develop logistics capabilities H Evaluate relevant investment opportunities I Maintain appropriate credit metrics and sufficient financial liquidity J Maintain high standards of corporate governance Denotes a risk that the Board considers more likely to impact the viability statement New risk Mitigation – Global freight rates are heavily influenced by oil prices and market conditions in the shipping industry. – Ferrexpo has freight and distribution specialists to analyse and price freight competitively on behalf of the Group. Associated Strategic Priorities D E I Change from 2014 Mitigation – The Group holds liquidity offshore to ensure smooth operations should the economic weakness of the country disrupt the financial system. – At the time of writing, Ferrexpo’s operations have remained largely unaffected by the current situation within the country. Associated Strategic Priorities A B D E I 7. C3 FREIGHT Possible Impact C3 freight, as published by the Baltic Exchange, represents a transparent index reflecting the market freight rate for ocean transportation of iron ore from the Brazilian port of Tubarao (where Ferrexpo’s largest pellet competitors are based) to Qingdao, China. For sales to the Far East, delivery is made on CFR terms with the resulting FOB netback determined by the actual cost of freight. For sales to European and regional markets, the resulting FOB/DAP netback is determined by deducting transparent freight market indices (such as C3) and adding appropriate freight costs for the relevant point of sale. In times of low oil prices and lower cost time charter rates, the benefit of Ferrexpo’s shorter duration trade against C3 are diminished. The high proportion of fixed costs for Ukraine loading and Suez Canal transits mean that the Group’s actual freight costs may at times exceed that of C3. RISKS RELATING TO UKRAINE 8. POLITICAL AND LEGAL Possible Impact The ongoing conflict in Eastern Ukraine and political instability have negatively impacted the economy, notably the banking sector, and relations with the Russian Federation. The economic recession has also impacted the Government’s ability to fund usual social services and could lead to social upheaval and political tension within local communities. The above factors have had an adverse effect on the Ukrainian financial market. The ability of local companies and financial institutions to obtain funding from the international capital markets has been impacted as a result of decreased appetite for Ukrainian credit exposure. Any continuing or escalating conflict in Eastern Ukraine could have a further adverse effect on the economy. The current situation in Ukraine could also affect the ability of Ferrexpo to obtain financing or refinancing or the ability of Ferrexpo to use its cash held in Ukraine or the Government’s ability to meet its payment obligations to Ferrexpo on amounts due, such as VAT refunds. Other risks include a weak judicial system that is susceptible to outside influence, and can take an extended period of time for the courts to reach final judgement. For further details see the Chairman’s Statement on pages 16 to 18 and Notes 28, 29 and 35 to the accounts. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 35 9. UKRAINIAN BANKING SECTOR Change from 2014 Mitigation – The vast majority of the Group’s financial transactions and cash flows originate in Ukraine and flow through the banking system. The Group regularly reviews its banking arrangements, and the stability, service and reliability of its providers, in the context of the overall banking sector within the country. – The Group is developing alternative banking relationships and currently uses Ukrsibbank, a local bank owned by BNP Paribas and the European Bank for Reconstruction and Development, as its main transactional bank. – Ferrexpo holds funds in Ukraine to fund immediate operational expenditures and scheduled commitments such as debt servicing. Associated Strategic Priorities A B D E I J Possible Impact From 2008 to October 2015, Moody’s maintained a negative outlook on Ukraine’s banking sector due to the steep depreciation of the Hryvnia against the US Dollar in 2008, 2014 and 2015 as well as a substantial increase in non-performing loans materially worsening the sector’s asset quality, profitability and capital adequacy indicators. In November 2015, following the improvement in the creditworthiness of the Sovereign following its US$15.3 billion debt restructuring completed in August 2015, Moody’s upgraded the outlook for seven Ukrainian banks to stable from negative. Nevertheless Moody’s expressed the view that the macro profile for Ukrainian banks remains “Very Weak”. This is due to the highly fragile macroeconomic conditions in Ukraine and that the country’s adverse operating environment will continue to exert pressure on the Ukrainian banking system. Since 2014, the Ukrainian banking sector has been subject to a series of stress tests by the National Bank of Ukraine (‘NBU’). Throughout 2014 and 2015, the Board of the NBU declared 62 banks insolvent and subsequently revoked their banking licenses and placed the banks into liquidation. As such, the number of operating banks in Ukraine has fallen to 117 as of 31 December 2015 compared to 180 at the start of 2014. On 17 September 2015, the NBU declared that Bank Finance and Credit JSC (‘Bank F&C’), ultimately controlled by Ferrexpo’s largest shareholder Kostyantin Zhevago, was insolvent. At the time Ferrexpo held approximately US$175 million in funds at the bank. For further details see the Chairman’s Statement on pages 16 to 18 and Notes 28, 29 and 35 to the accounts. 10. UKRAINIAN CURRENCY Change from 2014 Possible Impact Fluctuations in the Group’s operational currency can impact its profitability and the book value of its assets. Mitigation – Historic weakness of the Hryvnia in times of low commodity prices has provided a natural cost hedge during downturns in the commodity cycle. During the year the Hryvnia devalued from UAH15.8 per US Dollar as of 31 December 2014 to UAH24.0 per US Dollar as of 31 December 2015. The average rate during the year was UAH21.9 per US Dollar. Balances at the year-end are converted at the prevailing rate. The devaluation reduced the Group’s local costs, net of inflation, by US$125 million during the year, however, it also reduced the net assets of the Group as of 31 December 2015 by US$477 million compared to 31 December 2014 (for further information see Statement of Other Comprehensive Income). – All of the Group’s revenue is received in US Dollars while over 50% of the Group’s costs to deliver a tonne of pellets to border dispatch points are in Hryvnia. Ferrexpo benefits from a devaluation through lower costs, although the benefits may be eroded over time due to inflation. – The accounting value of the fixed assets in Ukraine reduce due to a devaluation, however, this has no effect on the underlying ability of the assets to generate future cash flows. Conversely, if the Hryvnia were to strengthen against the US Dollar this could increase the Group’s cost base and impact its ability to remain a low cost operator. Associated Strategic Priorities A D I For further detail of the impact of the Hryvnia on the economy please see Ukrainian Banking Sector risk on page 35. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 36 PRINCIPAL RISKS CONTINUED A A low cost producer E Develop the customer portfolio B Develop the resource base F Train and develop employees C Improve the quality of output G Maintain a social licence to operate D Develop logistics capabilities H Evaluate relevant investment opportunities I Maintain appropriate credit metrics and sufficient financial liquidity J Maintain high standards of corporate governance Denotes a risk that the Board considers more likely to impact the viability statement 11. UKRAINIAN PRODUCER PRICE INFLATION (“PPI”) Change from 2014 Possible Impact As over 50% of the Group’s cost to produce and deliver a tonne of pellets to border dispatch points for export are in Hryvnia, the Group is exposed to local cost inflation. Following the substantial devaluation of the Hryvnia in 2015, PPI increased by 36% compared to 2014. The two areas of greatest cost inflation for the Group were wages (+23% vs. 2014) and electricity tariffs (+41% vs. 2014). All local costs, however, in 2015 were lower in US Dollar terms but this situation could reverse over time due to inflationary, or even hyperinflationary, pressures. Mitigation – The Group’s BIP has achieved continuing efficiency improvements and cost reductions over many years. Since inception of BIP in 2006, the cash cost of production has reduced by US$6.8 per tonne of pellets. The Group also has a consistent track record of producing at full capacity to achieve maximum overhead absorption and is set to expand production output in 2016. – It is usual for cost inflation to correspond to rising prices in a commodity cycle. Most market commentators currently believe iron ore is in a downcycle as prices are trading at levels last seen in 2003. The current outlook for iron ore prices remains subdued. – Month-on-month PPI trends in 2015 were more benign e.g. PPI in December 2015 compared to November 2015 was just 0.3%. Associated Strategic Priorities A B D I 12. UKRAINIAN VAT RECEIVABLE Change from 2014 Possible Impact As nearly all of the Group’s output is exported, Ferrexpo does not receive substantial amounts of VAT on local sales (which could otherwise be offset against VAT incurred on purchases of goods and services). The Ukrainian government refunds the outstanding balance of VAT, although not always on a timely basis and repayment can be dependent on the overall health of the government’s finances. See political and legal risk. Mitigation – The Group maintains an open dialogue with the government and operates to best international standards, ensuring the validity of the VAT claims. – Where possible, Ferrexpo plans working capital requirements to help ensure sufficient liquidity headroom. The late repayment of VAT results in increased working capital, which must be funded from operating cash flows and debt. As Ukrainian VAT balances are in local currency the balances in US Dollar terms are exposed to the devaluation of the UAH. As of 31 January 2016, Ferrexpo had received all outstanding VAT repayments for 2015 in full from the government. Full details of the movement on VAT is included in note 23 to the accounts. Associated Strategic Priorities A B D G I FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 37 13. UKRAINIAN TAXES Change from 2014 Possible Impact As part of an ongoing agreement with the majority of industry players in Ukraine, the tax authorities have been remitting regular VAT refunds in exchange for the pre-payment of corporate profit tax in respect of future periods. This can result in significant amounts of taxation being paid in advance of the profits being earned, which as a result of falling prices, and or increasing costs, changes in tax legislation or financial difficulties experienced by the country, may lead to the Group not recovering or being able to offset these amounts against future profits. As Ukrainian taxes are paid in local currency the balance in US Dollar terms is exposed to the devaluation of the Hryvnia. As of 31 December 2015, Ferrexpo’s prepaid corporate profit tax balance was US$54 million compared to US$73 million as of 31 December 2014. The reduction in the balance was driven by the devaluation of the Hryvnia against the US Dollar during the year. Mitigation – The Group takes regular advice on tax matters from Ukraine tax experts and complies with all known requirements. The Group maintains a transparent and open relationship with local, regional and national tax authorities. – As of 29 February 2016, Ferrexpo had received all outstanding VAT repayments for 2015 from the government. As of December 2015, the Group is no longer required to prepay corporate profit tax (“CPT”) in return for VAT refunds. It is estimated that all corporates in Ukraine have an outstanding prepaid CPT balance of at least UAH15 billion (or approximately US$600 million). The government is considering resolving the issue of prepaid CPT through the issue of local currency bonds. Associated Strategic Priorities A B D I 14. COUNTERPARTY RISK Change from 2014 Mitigation – The financial strength of all of the Group’s counterparties is subject to regular and thorough review. The results of these reviews are used to determine appropriate levels of exposures consistent with benefits obtained, and available alternatives in context of the Group’s operations, in order to mitigate the potential risk of financial loss. To date, the Group has not experienced any financial losses from transactions with its counterparties. – The Group develops its supplier base in order to avoid excessive dependence on any supplier, actively encouraging a diversity of supply where reasonable and practical. – The Group does not sell any of its product into Russia or have any financial arrangements with Russian banks. Associated Strategic Priorities A B D E I J Possible Impact The Group operates in Ukraine which has a weak country credit profile as defined by international credit rating agencies. Financial instability of the Group’s counterparties, including its major suppliers, the government, local banks which operate in a weak banking sector, can absorb high amounts of working capital, or result in material financial loss. Counterparty risk could also lead to lower sales volumes, delays in projects and interruption of production or financial loss in the event of a default by counterparties and adversely affect its future financial results. In 2014, the Group placed an order for 300 rail cars. Due to the ongoing conflict in eastern Ukraine, where the rail cars are manufactured, only 52 rail cars were received by the Group during the financial years 2014 and 2015. The full amount of the prepayment for the rail cars was provided for in the 2014 financial year. As the situation did not improve in 2015 the full amount of US$3.6 million (at 31 December 2015 exchange rates) was fully written off. For further information see Related Party Disclosure note 39. Poor relations with the Russian Federation can impact the ability of Ukrainian companies to import oil and gas from Russia as well as have a general negative impact on Ukrainian GDP growth. As a result of the annexation of Crimea by the Russian Federation, certain Russian individuals and organisations were sanctioned by the European Union, the United States and other countries. This could have a negative impact on Ferrexpo if any of these individuals or organisations were customers or suppliers to the Group. For further details see note 39 of the accounts. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 38 PRINCIPAL RISKS CONTINUED A A low cost producer E Develop the customer portfolio B Develop the resource base F Train and develop employees C Improve the quality of output G Maintain a social licence to operate D Develop logistics capabilities H Evaluate relevant investment opportunities I Maintain appropriate credit metrics and sufficient financial liquidity J Maintain high standards of corporate governance Denotes a risk that the Board considers more likely to impact the viability statement RISKS RELATING TO THE GROUP’S OPERATIONS 15. MINING AND PROCESSING RISKS AND HAZARDS Change from 2014 Possible Impact Mining risks and hazards may result in employee and contractor fatalities as well as material mine or plant shutdowns or periods of reduced production. Such events could damage the Group’s reputation and operating results. Mitigation – Safety, environmental and operational performance is regularly and rigorously reviewed throughout the organisation including the Chief Operating Officer, the Executive Committee and the Board. – Through its capital investment programme Ferrexpo has modernised 16. ENERGY COSTS Possible Impact Energy costs account for a large portion of production costs (approximately 45% in 2015) and are greater for pellets than for other forms of iron. An increase in oil prices and other energy related costs may affect Ferrexpo’s production costs disproportionately. Oil prices also heavily influence international freight rates which is likely to impact the net price the Group receives for its pellets (for further information see risk: Logistics and C3 Freight Rates). its mining and production facilities which is improving safety, environmental and operational performance. – All accidents are fully investigated and lessons are drawn and implemented. – Appropriate safety training is regularly provided to employees. – Employee remuneration is linked to safety performance. – Active management of operational risk register to ensure predictable volumes and quality. Associated Strategic Priorities A B C E F G I New risk Mitigation The Group continually looks to reduce its energy consumption through the Business Improvement Programme. For example, in 2015 Ferrexpo has been investigating methods to turn waste product into power. Ukraine is the largest producer of sunflower seeds and in September 2015, Ferrexpo began using sunflower husks as a natural gas replacement for one of the four pelletising lines. It sourced the husks from a local company in the Poltava region and saved over 3 million cubic metres of natural gas providing a cost saving of US$200,000. In December, line number 2 of the pelletiser began to use husks as well. The Group intends to replace up to 30% of its total natural gas consumption in the pelletiser with sunflower husks. Associated Strategic Priorities A B C D FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 39 17. RELIANCE ON STATE MONOPOLIES Change from 2014 Possible Impact The Group purchases certain goods and services from state-owned enterprises, and changes in the related tariffs affect the Group’s cost base. Availability of services can also be limited, which could affect the Group’s ability to produce and deliver pellets. During December 2014, Ferrexpo experienced reductions in the supply of electricity during certain times of the day. This resulted in a small loss of 144 thousand tonnes of pellet production. To date, these disruptions have not continued in 2015 or in 2016. The supply of gas to Ukraine predominantly comes from Russia. The recent geopolitical tension has increased the risk of disruption to supply. Other areas of reliance on state monopolies include railway tariffs and availability of rail wagons, supply of gas and electricity and associated tariffs, and mining royalties. Mitigation – The factors affecting the Group’s future cost structure are closely managed. – Cost reduction initiatives are planned and reported to the Board. – Since inception of BIP in 2006, it has reduced the C1 cash cost by US$6.8 per tonne of pellets. – The Group has purchased its own rail wagons to reduce reliance on state-owned rail cars. – Ferrexpo has contingency plans in place to purchase natural gas or heavy duty fuel on behalf of a local power station to generate. emergency electricity should there be an electricity shortfall (see Political and Legal risk on page 34). – Ferrexpo is diversifying its natural gas supplier base. – Recent reforms to the Ukrainian gas sector have increased competition and improved pricing transparency. – Energy efficiency improvements and lower domestic consumption of gas has reduced Ukraine’s reliance on gas imports. – To date, the Group has not experienced any material supply disruption of key inputs since its IPO in 2007. – Ferrexpo actively looks to invest in areas to reduce reliance on state monopolies, subject to funding availability. Associated Strategic Priorities A B E G I 18. LOGISTICS Change from 2014 Possible Impact The Group’s logistics capability is dependent on services provided by third parties and state-owned organisations, mainly in relation to rail and port services. Logistical bottlenecks may affect the Group’s ability to distribute its products on time, impacting customer relationships. Mitigation – The Group continues to maintain, and where appropriate invest, and subject to funding availability, its logistics capabilities to ensure available capacity to better service its customers, lower costs and reduce reliance on third-party providers. Beside considerable investment in the rail car fleet over recent years, Ferrexpo owns 135 barges operating on the Danube/Rhine River corridor. It also owns a 48.6% interest in the port of TIS Ruda which guarantees the Group independent access to the seaborne markets avoiding reliance on the state port. Associated Strategic Priorities A D E I FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 40 PRINCIPAL RISKS CONTINUED VIABILITY STATEMENT The Board monitors the Group’s risk management and internal control systems on an ongoing basis, and confirms that during the year it carried out a robust assessment of the principal risks facing the Group, their potential impact and the mitigating strategies in place as described on pages 30 to 39 above. The principal risks include those that would threaten the Group’s strategic business model, future performance, liquidity or solvency. For the purposes of assessing the Group’s viability, the Directors have chosen a five-year time period given the cyclical nature of the commodities industry and the Board’s strategic planning period. The Directors have focused their assessment on the following key risks which are critical to Ferrexpo’s success (these risks were highlighted within the Principal Risks section on pages 32 to 39 with the symbol ). – Political and legal; – Global macroeconomic growth; – Iron ore price and pellet premiums; – Debt maturity profile; – C3 freight; – Energy costs; – Ukrainian currency; – Ukrainian producer price inflation; – Mining and processing risks and hazards; – Ukrainian VAT receivable; and – Ukrainian taxes In determining the viability of the business, the Directors have stress tested which individual risks and combination of risks would have the most significant impact, including changes to the Group’s realised price (incorporating iron ore price, pellet premiums, C3 freight changes), the Hryvnia against the US Dollar and higher inflation expectations applied to the entire cost base. The viability of the Group under these scenarios remains sound, due to the Group’s position on the iron ore cost curve and its high quality product offering, ensuring that it should continue to be cash generative under the various scenarios. Should a scenario arise, where the Group’s cash generation does not fully meet debt repayment obligations, management actions are available to redress the situation. These include adjusting capital allocation, accessing additional funding and adjusting mining schedules, if necessary. Capital Structure The Directors believe that due to the strength of the operations it should continue to meet its debt obligations. If this is not the case, the Group expects to be able to refinance any remaining portion of its debt. The Directors, have recognised the existence of a material uncertainty in respect of the Going Concern Basis of Preparation of the Financial Statements in Note 2 on page 105, principally as a result of the volatility in the iron ore price. Conclusion It is impossible to foresee all risks, and the combinations in which they could manifest, and there may be risks that currently or individually do not appear material that could turn out to be material, particularly if occurring in close sequence. Having taken into account the matters set out above, and in particular the assumption in relation to, refinancing its debt, if required, the Directors confirm that they have a reasonable expectation that the Group will be able to continue in operation and meets its liabilities as they fall due over the five-year period of their assessment. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT CORPORATE SOCIAL RESPONSIBILITY 41 Ferrexpo’s operations are based in Ukraine which is an emerging market and has in recent times experienced political instability, economic recession and ongoing conflict action in eastern parts of the country. As a substantial employer in the Poltava region of the country, the Company believes it has a responsibility to develop and support the communities that surround its operations as well as ensure that it minimises its impact on the environment. The diagram below shows how CSR is viewed within the overall Group. Political influence Future generations Economic development Bio-diversity Natural habitat Risk Working conditions Occupational illness Risk management Zero harm Diversity Human rights Training STAKEHOLDERS Government, Investors, Suppliers, Employees, Communities, Customers, Capital providers RESOURCE BASE LOGISTICS MINING EMPLOYEES PROCESSING MARKETING A properly implemented CSR strategy can bring along a variety of competitive advantages, such as enhanced access to capital and markets, increased sales and profits, operational cost savings, improved productivity and quality, a talented and efficient employee base, improved brand image and reputation, enhanced customer loyalty, better decision making and risk management processes. As Ferrexpo continues to mature as an organisation, it initiated a full review of its CSR strategy in 2015 with the aim of achieving a standardised approach across its three subsidiaries in Ukraine. In 2Q 2015, the development of site risk registers and risk mitigation plans commenced and will be implemented in 2016. Risk assessment training is continuing and post completion risk workshops will be undertaken to develop operational risk registers to ensure zero harm to people, the environment and the community. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT COMMUNITYENVIRONMENTHEALTH & SAFETYEMPLOYEES 42 CORPORATE SOCIAL RESPONSIBILITY CONTINUED The Board’s commitment to CSR stems from a shared belief that the Group’s licence to operate will be underpinned by the Group’s CSR performance. A key priority during the year was the development of a CSR reporting system. As a result, during the year CSR reporting was centralised and data was collected through the Group’s accounting system. CSR activities for the three operating subsidiaries in Ukraine were aligned and stakeholder mapping was further developed to support the prioritisation of programme activities. The diagram opposite highlights the management framework and engagement plan implemented during the year to represent Group CSR activities. The CSR Committee met four times during 2015 to assist the Board in its oversight of all CSR related activities. This included full discussions around health and safety including detailed reports on serious and fatal incidents, as well as general CSR risk control, compliance with regulatory requirements and community spend. The CSR Committee also oversees the preparation of the CSR section of Ferrexpo’s Annual Report. The above health and safety, community, employee and environment (including sustainable resources and BIP) teams support the leadership to the Group by developing and implementing management frameworks; focusing on the prevention of catastrophic and fatal accidents, identifying relevant CSR trends, tracking performance and reporting against targets and identifying opportunities for improvement. Stakeholder mapping and engagement In 2015, Ferrexpo undertook to formalise its engagement programme with all key stakeholders. The purpose of this is to create a structured programme, which besides identifying key stakeholder needs, also formally captures all stakeholder feedback so as to support the overall structure of the Group’s CSR programme. As a result the materiality matrix of the Group’s key CSR areas is presented above. The matrix is dynamic and continues to be developed by the Company. CSR GOVERNANCE AND MANAGEMENT FRAMEWORK AT FERREXPO THE BOARD Oversight of CSR matters and performance CSR COMMITTEE1 Chairman – Viktor Lotous Members – Michael Abrahams, Kostyantin Zhevago, Bert Nacken, Greg Nortje Secretary – David Leonard EXCO COMMITTEE Focus on priorities and execution of CSR activities HEALTH & SAFETY COMMUNITY EMPLOYEES ENVIRONMENT & SUSTAINABLE RESOURCES STRATEGIC RELATIONSHIPS – LICENCE TO OPERATE Employees Communities Suppliers Customers Capital providers & shareholders Government 1 Viktor Lotous – FPM Chief Operating Officer and Head of Managing Board; Michael Abrahams – Ferrexpo plc Non-executive Chairman; Bert Nacken – Independent Non-executive Director; Greg Nortje – Group Head of Human Resources; Kostyantin Zhevago – Ferrexpo plc CEO MATERIAL MATRIX, RISK AND STRATEGY LOW IMPACT, HIGH CONCERN MEDIUM IMPACT, HIGH CONCERN HIGH IMPACT, HIGH CONCERN – Youth cultural development – Job security – Local community infrastructure – Community funding – Economic viability of operation – Consistent quality and reliability of supply – Learning and development – Climate change and energy – Community Recreational of personnel efficiency facilities – Sustainable resources and BIP – Adverse environmental impact – Health & Safety performance – Community Educational – Water management support S R E D L O H E K A T S O T N R E C N O C G N S A E R C N I I INCREASING CURRENT OR POTENTIAL IMPACT ON FERREXPO Due to the large scale of the Group’s mining operations and production facilities any CSR related incidents have the potential to significantly adversely affect Ferrexpo employees, local communities, customers, as well as the viability of the Group’s operations. In the risk matrix above, the Group has identified what it believes to be the most important CSR related risks. These risks are linked to the Group’s overall strategy. Specifically Ferrexpo’s strategic priority of maintaining a license to operate (see page 12) needs to ensure that the Group encompasses the following priorities: – a strong health and safety track record; – a positive significant economic contribution; – a supportive community that attracts and retains employees to the areas; and – minimised environmental impact. Ferrexpo’s strategy of being a low cost producer that can survive through cyclical downturns is also dependent on the Business Improvement Programme and the Group’s ability to reduce key consumption norms, such as energy, FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 43 e c n a n r e v o g e t a r o p r o c s c i r t e m t i d e r c e t a i r p o r p p a i n a t n a M i y t i d u q i i l l i a c n a n fi i t n e c fi f u s d n a f o s d r a d n a t s h g h i i n a t n a M i STRATEGIC OBJECITVES r e c u d o r p t n e c fi f e i , t s o c w o l a e B e s a b e c r u o s e r e h t p o e v e D l t u p t u o f o y t i l a u q e h t e v o r p m I s e i t i l i b a p a c s c i t s g o i l l p o e v e D l s e e y o p m e p o e v e d d n a l i n a r T o i l o f t r o p r e m o t s u c p o e v e D l e t a r e p o o t e c n e c i l t n e m t s e v n i l i a c o s a i n a t n a M i t n a v e e r l e t a u a v E l s e i t i n u t r o p p o P P P P P P P P P P The following table visually links the Group’s four CSR objectives to the Group’s strategy. CSR OBJECTIVES Health and Safety Ferrexpo targets zero harm to all employees Community Ferrexpo is committed to ensuring a positive impact on the quality of people’s lives in the communities surrounding its operations P P P Employees Ferrexpo aims to have a motivated and skilled workforce P P P P P P P P P P Environment Ferrexpo is committed to minimising its impact on the environment and to reducing energy consumption per tonne of pellets, where possible P P P P P P P P P on a per unit basis while increasing production volumes and the quality of its pellets. Ferrexpo’s strategic priority to train and develop its employees should ensure an engaged, able and skilled workforce which underpins the Group’s competitive advantages of being an efficient producer of high quality pellets. Lastly, high standards of corporate governance is a requirement for all stakeholders from customers to capital providers. Ferrexpo’s Contribution to the Ukrainian Economy In order to succeed as a large business operating in a major town, Ferrexpo believes it should be a significant asset to its country of operation and local community. The town of Komsomolsk was established in 1960 to service the Group’s operations. The Group has been a consistent employer, investor and tax payer through the commodities cycle and through periods of political instability. Since its IPO on the London Stock Exchange in June 2007, Ferrexpo has paid approximately US$507 million in income and other taxes in Ukraine as well as US$105 million for royalty payments. Over 80% of Ferrexpo’s total taxes are paid in Ukraine. The Group has also invested over US$2 billion into its Ukrainian operations. The Group is the largest employer in Komsomolsk, which has a total population of approximately 55,000 people, of which over 11,000 employees and contractors, or 20%, work for Ferrexpo. In 2015, according to the State Statistics Service of Ukraine, the average wage at Ferrexpo was 72% higher than the national average and 15% higher than the average wage received in the Ukrainian mining industry. Due to Ferrexpo’s presence as a major local employer and its contributions to community initiatives, unemployment in Komsomolsk is significantly below the national average. To date, Ferrexpo has not experienced any labour or social related disruptions at its operations. Ferrexpo’s strategy is to operate responsibly and sensitively and to assist the local community. Ferrexpo has supported many initiatives at schools in Komsomolsk and the surrounding areas, including the purchase of laptops and iPads as well as upgrading heating systems and lighting. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 44 CORPORATE SOCIAL RESPONSIBILITY CONTINUED HEALTH AND SAFETY HEALTH AND SAFETY Priorities The Group’s health and safety objective is to prevent fatalities and work related injuries to its employees and contractors. To realise this objective the Group continues to focus on developing a culture of safe production which is recognised as cost-effective, and leads to improved workplace conditions and safe work behaviour of the workforce. In 2009, the Group set the objective of achieving the best mining safety record in Ukraine which is supported by targets including a continual reduction in the lost-time injury frequency rate (“LTIFR”) and zero fatalities. GOALS Progress Elimination of fatalities, serious injuries and health impairment through implementing significant risk control procedures. Implement effective health protection and safe workplace systems to achieve international standards of safety excellence. Development of safety culture that ensures we create a workplace which minimises the risk of serious injury or health impairment to our workforce. 0 Fatalities 2015 (2014: 3) Safety Performance Measurement of leading indicators in safety performance continues to be the primary focus, with specific attention paid to significant incident reporting which is a major factor in the elimination of fatalities and exposure to fatal risk. At FPM there have been instances of operators and maintainers falling during the process of accessing and egressing machines. The predominant causing factor has been the failure to comply with the requirement to maintain three points of contact with the machine at all times. PREVENTING FATALITIES FPM LABOUR SAFETY During the year the Group developed and signed a unified health, safety, environment and community (‘HSEC’) policy across all subsidiaries as well as agreed Group wide requirements for the purchase of health and safety equipment. Standardised health and safety uniforms and personal protection equipment was ordered for all FPM, FYM, FBM and logistics employees. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 45 This issue has been addressed across the business with retraining and instruction processes being completed with all staff that access mobile equipment, along with increased auditing and observations by team leaders during periods of high activity, such as shift changeovers and meal breaks. A significant incident reporting procedure was developed and implemented in 1Q 2015 to ensure the timely reporting of serious accidents as well as high risk, near miss events to the senior leadership of the Group. This has improved the effectiveness of the response to these events as well as created a review mechanism to ensure adequate actions are being taken to prevent recurrence. In 3Q 2015 and 4Q 2015 there was a subsequent improvement in the level of reporting and the process is becoming routine. The Group is certified for DSTU OHSAS 18001:2010 (operational health and safety system) confirming that it measures and manages it operations in line with international standards of compliance. DDSG Safety Performance Safety performance at DDSG, Ferrexpo’s barging subsidiary, improved in 2015 compared to 2014. During the year, management reviewed the crew leasing arrangements and appointed a new provider in order to improve health and safety training. In 4Q 2015 an improvement in safety performance was recorded with a notable decline in LTI. Ferrexpo’s injury and safety statistics (including contractors) were as follows: The Group was very pleased to report no fatalities in 2015. Lost time injury frequency rate (Number of work-related lost time injuries per million man hours) Mining operations Barging operations Total Group Accidents Mining operations Barging operations Total Group Fatalities Mining operations Barging operations Total Group 2015 2014 0.75 4.93 0.96 0.47 9.08 0.86 14 5 19 – – – 7 9 16 3 – 3 Occupational Health Employee occupational health and wellbeing is monitored through an annual medical check of all employees who work in production areas. In 2015, FPM’s medical centre carried out annual medical examination of 9,083 employees. Every five years, the Company is legislatively required to identify those production areas which could expose employees to harmful conditions and potentially negatively impact their health. The statutory five year review was undertaken in 2015 by specialists of the Scientific and Research Institute of Preventative Medicine who aim to prevent occupational illnesses and injuries. If an occupational illness is identified or suspected, employees are referred to the Department of Occupational Health and Illnesses at the Kharkov National Medical University. One incident of silicosis was identified during the period. Employees who have worked for over ten years in conditions that exceed statutory exposure limits are on prophylactic monitoring and undergo sanatorium- resort treatment in the specialised resorts of Ukraine. In 2015, 744 FPM employees attended such sanatorium resorts. This includes 35 employees who returned from the conflict in the East of the country during the year, for 25 of these employees it was deemed beneficial for their families to attend as well. Another key priority during the year was a project to increase self-awareness of employees’ own health care. Articles were published in local media and videos were shown on local television highlighting the prevention of occupational disease. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 46 CORPORATE SOCIAL RESPONSIBILITY CONTINUED EMPLOYEES Priorities Ferrexpo’s human resources strategy is aligned to the Group’s ambition to transform the business into a world leading (single) commodity producer through sustained growth and to create long- term stakeholder value. This remains the Group’s aim, irrespective of commodity cycles and global economic conditions. The Group aims to increase employee skills and functional training in support of operational excellence. In 2015, investment continued to be made in health and safety training, job related technical skills training and other general functional training (e.g., financial skills training). Training takes the form of basic and specialised training, retraining and refresher training, both internally and externally. The average employee salary at Ferrexpo’s Ukrainian operations is above the national average, according to the Komsomolsk municipal statistics committee. Ferrexpo’s strategy is to ensure that its employees and contractors operate in fair working conditions and allow for grievances to be heard and resolved. To date, Ferrexpo has not experienced any labour or social related disruptions at its operations. Ferrexpo recognises that individual and collective contributions of people at all levels are essential to the success of the Company. In recognition of this, Ferrexpo seeks to create an environment that encourages the Group’s employees to give their best and to develop rewarding careers within the Group. The Group is therefore committed to the human and labour rights principles of the UN Global Compact which are integrated into the overall human resource policy. Policies and practices are well developed and designed to ensure that all employees enjoy the protection and advancement of human rights in the GOALS Progress Short-term (1–2 years) Implement world class human resource management standards and workforce development that promotes employee engagement and motivation as well as assures senior leadership succession. Medium-term (3–5 years) Integrate workforce planning and recruitment systems with life of mine plans and achieve international benchmark productivity and engagement Long-term (5 years+) Improve leadership and first line manager competence through employee training and development programmes to improve the efficiency of the Group’s operations STRATEGIC AWAY DAY A Group leadership conference, involving the top 50 senior managers from across the Group, was held in Kyiv in October 2015. The event, which was facilitated by the Executive Management team, demonstrated Ferrexpo’s commitment to developing its leaders and assuring senior succession from within the Group. Delegates undertook a number of exercises aimed at enhancing their personal leadership. The event also provided exposure to the Groups strategic priorities and highlighted the collective actions needed to drive the changes and improvements necessary to transform the business, enabling the Group to achieve its strategic ambitions. The focus on engaging with leaders from across the Group was particularly relevant, given the low iron ore price environment. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 47 Collective Agreement Approximately 87% of the workforce working at FPM are unionised, while at FYM an employee representative council is in operation that allows for management and employees to engage on matters affecting the workplace. In 2015, FPM concluded a new two year collective agreement with the FPM labour union. The relationship between management and the union remains good and there has been no major industrial action or labour dispute at the Company’s Ukrainian operations since its privatisation in 1995. Whistleblowing A whistleblowing policy is in place under which staff may in confidence, via an independent, secure website, raise concerns about financial or other impropriety. Employees or other stakeholders can access https://ferrexpo.alertline.eu/ to report concerns securely and confidentially. For further information on employees see the Performance Review on page 28 and Note 33 of the accounts on page 150. The number of employees trained in the period at each subsidiary is shown below. 2015 Employees Contractors 7,588 1,106 8,694 2014 Employees Contractors Corporate FPM FYM FBM DDSG Total Corporate FPM FYM FBM DDSG Total 3 6,020 1,458 82 25 – 983 0 123 0 3 6,191 1,537 145 – – 442 – – – Total 3 7,003 1,458 205 25 Total 3 6,633 1,537 145 – 7,876 442 8,318 workplace. The implementation of these policies seeks to assure that in addition to basic legal compliance, that the workplace is free from discrimination and harassment for all employees and contractors. Ferrexpo also requires high standards of ethical conduct from all employees and provides for freedom of association, fair labour practices and the right to a safe and healthy workplace for all employees are seen as important fundamental values that underlie all aspects of the employment relationship. Number of Employees In 2015, the Group employed on average 9,625 staff (2014: 9,879) and 1,547 contractors (2014: 1,927). The number of employees and contractors declined by 569 over the course of 2015 (4.9%). The decline was managed through natural attrition, contract completions, voluntary separation and early retirements. These employees were not replaced due to improvements at the Group’s Ukrainian operations, especially in mining. Approximately 28% (2014: 27%) of the Group’s total current workforce are female, as can be seen from the table below. Overall 21% (2014: 22%) of all Ferrexpo’s managers are women. Female Male Total Total Employees 2,623 6,846 9,469 % of workforce 28% 72% 100% Of which: Directors of Ferrexpo plc Exco members 1 0 7 8 8 8 Managerial employees 219 824 1,043 Number of Employees and Contractors Trained In 2015, a total of 7,588 employees and 1,106 contractors received training in health and safety (56%), job related technical skills training (33%) and other general functional professional training (11%). Number of employees and contractors trained % 1 3 1. Health and safety training 56% 2. Skills training 33% 3. Functional training 11% 2 During the year increased focus was paid to health and safety training and the development of a “near miss” risk register. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 48 CORPORATE SOCIAL RESPONSIBILITY CONTINUED COMMUNITY Ferrexpo believes a positive relationship with its local community helps to retain and attract the next generation of employees and underpins its social licence to operate. Building a successful relationship with the community requires a two way dialogue between the community and the Company so that both parties have a proper understanding of each other’s needs. Ferrexpo has been a significant investor in local community initiatives since the establishment of the mine investing funds in the social infrastructure of the local town, Komsomolsk, and the surrounding area. Total expenditure on social projects was US$39 million in 2014 and US$26 million in 2015. The majority of this expenditure was paid to a Charity organisation called Blooming Land who then distributed the Funds to three separate charities called “Ukraine – Healthy Country (Diabetes A to Z)”, “Healthy Sight (To see it all)” and “Institute of social programmes (Happy old age)” to be used on projects within Ukraine. Links with the local community are strengthened through meetings with Ferrexpo senior management, as well as supporting local celebration days, giving vocational guidance and vacation work to the students of local schools and organising student excursions to Poltava and its museum. Priorities – Community access to senior leadership to ensure Ferrexpo partners with stakeholders and develops its CSR policy. – Provide expertise and services to sustain and/or improve community infrastructure. – Participate in the development of modern cultural and social programmes and activities in the local area. – Work with local town and village councils to understand expectations. – Focus CSR activities to deliver maximum value and contribute to the social, economic and institutional development of local communities. – Employ qualified local residents when filling vacancies. Engineers of the future. Ferrexpo purchased 12 lego sets for robot construction at school No1, Komsomolsk and sponsored the first Robotics Festival in Komsomolsk. GOALS Progress Short-term (1–2 years) Contribute to the development, education and skills of the local population Support the modernisation of local community infrastructure, services and sporting facilities. Develop and maintain the local labour pool Work with local communities to designate land for mining infrastructure Engage regularly, openly and honestly with people affected by Ferrexpo’s operations and consider their views and concerns in the Group’s decision making Medium-term (3–5 years) Align the growth of the operations with city planning processes for rural and urban living Progress long-term (5 years+) Work jointly with local communities to create new infrastructure, social programmes, and leisure facilities and activities Develop partnerships that foster sustainable development of host communities, enhance benefits from the Group’s operations and contribute to poverty alleviation Community Engagement Strategy A key priority in 2015 was the establishment of official working groups with local and regional administrators in order to define cooperation agreements with FPM, FYM and FBM. This was achieved and meetings took place with Ferrexpo representatives. FPM Charity Fund Activity in 2015 FPM’s charity fund aims to improve the quality of life in Komsomolsk and the surrounding communities. This includes upgrading and modernising facilities at educational and medical institutions, supporting sports associations and public departments as well as providing aid to the most vulnerable citizens. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 49 Our City Examples of work undertaken during the year as part of Our City project include: – Upgrade and reconstruction of the heating system at Ryabinka nursery school. – Refurbishment of the façade of a Goldfish nursery school. – Reroofing and furniture replacement at Cinderella nursery school. – Purchase of 12 lego sets for robot construction at school No1 and sponsorship of the first Robotics Festival in Komsomolsk. – Refurbishment of studying and utility rooms at school No2. – Refurbishment of classrooms at schools No5 and No6. – Modernising the lighting at all Komsomolsk schools with energy efficient LED technology. This resulted in a significant reduction of electricity consumption. – Financial support was provided to the Komsomolsk Music School for concert tours. – Refurbishment of a children’s holiday camp to ensure the children are in a safe and comfortable environment. – Allocation of funds towards the rehabilitation programme of disabled children. – Construction of an indoor and outdoor tennis centre with the courts’ surfaces meeting the standards of the US Open. – A city wide community education programme. Due to Ferrexpo’s support, students, sportsmen and sportswomen from Komsomolsk regularly win academic and sporting competitions at regional and national levels. Three rowers from Komsomolsk competed at the junior world championship in July 2015 in the under 18 and under 23 divisions. Dmitriy Yanchuk became a two-time world champion in the canoe-pair for 1,000 metres and canoe-four for 500 metres. Pavel Altukhov achieved second place in the single canoeing for 1,000 metres, and Nataliya Ushakova took 13th place in the single canoeing for 500 metres and came sixth in the canoe-pair race for 200 metres. Ferrexpo sponsors sportsmen and wormen from Komsomolsk. At the junior world rowing championships in July 2015, Dmitriy Yanchuk and Pavel Altukhov both won gold medals. Ferrexpo sponsors a yearly family day for employees and their children. Kind Heart The Kind Heart project is aimed at supporting medical institutions in Komsomolsk. In 2015, the Charity Fund provided funding for the reconstruction of a local infectious disease ward. This included the purchase of diagnostic medical equipment. Social Support The Social Support programme provides 5,500 elderly people with food packages if their monthly pension claim is less than UAH1,500. Financial support is also provided to orphans. If local citizens, including employees, are conscripted for military services the Charity Fund will purchase military uniforms, footwear, body armour and sleeping bags to ensure all employees have essential safety and survival equipment. Poltava Region Development The Charity Fund implements programmes in Kremenchug, Globino, Kobelyaki, Kozelschina and other districts of Poltava region on an annual basis. The project is focused on solving the most pressing social issues in cooperation with local and district authorities. The Fund provides funding for the development of infrastructure, modernisation and maintenance of schools, hospitals, specialised educational establishments as well as supporting the development of culture and sports facilities in these neighbouring districts. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 50 CORPORATE SOCIAL RESPONSIBILITY CONTINUED ENVIRONMENT Priorities The Group is pleased to report there were no reportable environmental incidents in 2015 (2014: nil). In 2015, FPM spent approximately US$3 million (2014: US$5 million) on the implementation of environmental protection measures. Additionally, US$6 million (2014: US$7 million) was spent on environmental monitoring and maintenance activities and other related activities. Charges payable under emissions regulations totalled US$2 million (2014: US$5 million). GOALS Progress Short-term (1–2 years) Keep controlled emissions (dust, gas and effluent) below permitted limits and reduce further where possible Medium-term (3–5 years) Adapt production techniques so as to minimise use of inputs and minimise waste Long-term (5 years+) Increase productive output while reducing the impact on the environment through new processes and technology A key priority for the Group in 2015 has been the standardisation and development of a Group wide energy saving policy, which includes the implementation of an automatic fuel and energy accounting system. During the year a full energy efficiency audit was completed and the Group is now implementing the actions. The Group has also been working on a unified environmental policy which was developed and signed during the year. The Group is certified for DSTU ISO 14001: 2006 (environmental management system) confirming that it measures and manages its operations in line with international standards of compliance. Business Improvement Programme (“BIP”) Since 2006, FPM has implemented a number of measures within the BIP aimed at cost reduction, optimisation of technological processes, efficient utilisation of inputs and production equipment. The Group undertook 27 BIP projects in 2015, including 11 at FYM for the first time. A particular focus of these projects is on lowering the consumption of electricity, gas and diesel used per tonne of pellets produced. Power is a relatively scarce resource in Ukraine given the country’s partial reliance on external sources for gas supply and reduced coal mining in the east of Ukraine due to the ongoing conflict in that region. As a result, Ferrexpo has been investigating methods to turn waste product into power. Ukraine is the largest producer of sunflower seeds and in September 2015, Ferrexpo began using sunflower husks as a natural gas replacement for one of the four pelletising lines. It sourced the husks from a local company in the Poltava region and saved over 3m3 of natural gas providing a cost saving of US$200,000. In December, line number 2 of the pelletiser began to use husks as well. The Group intends to replace up to 30% of its total natural gas consumption in the pelletiser with sunflower husks. For further information on BIP please see page 26 of the Performance Review. Stationary Sources of Emissions Mobile Sources of Emissions Ukrainian legislation does not require the collection of mobile gas emissions. In 2015, however, the Group began to collect the data so as to improve its reporting in this area. The table below shows mobile gas emissions for 2015. Emissions in tonnes Nitrogen dioxide Carbon monoxide Sulphur dioxide NMVOC Other Particulates Total emissions 2015 1,738 2,874 229 449 29 2,661 7,980 Note: the above table does not include CO2 emissions which are reported separately. CO2 Emissions The table below shows the Group’s carbon intensity ratio which is in line with 2014. FPM, FYM, FBM and the barging operations collected information on greenhouse gas emissions created by solid, liquid, and gaseous fuels, as well as refrigerants, explosives, purchased steam and electricity. Emissions in tonnes Nitrogen dioxide Carbon monoxide Sulphur dioxide Particulates 2015 4,839 3,030 707 3,290 2014 Emissions in tonnes 2015 2014 3,755 2,391 CO2 emissions 2,728,313 2,732,587 direct 678,288 801,676 328 indirect 2,050,025 1,930,912 6,087 Pellets produced kt 11,662 0.234 11,021 0.248 Total 11,866 12,561 Intensity ratio Note: the above table does not include CO2 emissions which are reported separately. Note: 2014 data has been restated due to an incorrect factor applied to the conversion of natural gas from cubic metres into tonnes. Overall, total stationary sources of emissions decreased 5.5%. Dust emissions from the FPM plant reduced due to the use of new filtration equipment in the pellet plant. While waste stripping volumes at both of the Group’s mines were significantly reduced (see Waste Volumes overleaf) which led to a large decrease in dust emissions. FPM and FYM also improved watering procedures in the pits which also reduced dust emissions. In 2015, the calculation of gas emissions was changed in accordance with new Ukrainian legislation. If 2014 data had been calculated using the same methodolgy the change per year for nitrogen dioxide, carbon monoxide and sulphur dioxide would have been 2%, 3% and 1% respectively, below the 5.8% increase in production volumes during the year. The methodology for the calculation of CO2 for the Group’s primary iron ore operations was based on energy volumes reported, and multiplied by the stated factors as follows: – Liquid, solid, gaseous fuels, refrigerants, purchased Heat & Steam (DEFRA 2013 Factors as per their UK website). – Purchased Electricity (European Bank for Reconstruction and Development – Development of the electricity carbon emission factors for Ukraine – Baseline Study for Ukraine, Final Report 14 October 2010). – Blasting Explosives (Australian Government Department of Climate Change – National Greenhouse Accounts (“NGA”) Factors – January 2008). FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 51 Management recognises that reaching the highest standards will involve a continuous process of evolution and improvement founded on a sound corporate governance framework. CO2 emissions directly generated by the operations were 0.68 million tonnes in 2015 compared to 0.8 million tonnes in 2014. The reduction in direct emissions is as a result of a 36% reduction in stripping volumes and a corresponding 31% decline in diesel consumption. Emissions generated from indirect sources, such as electricity purchased from Ukraine’s national grid, were 2.05 million tonnes in 2015 compared to 1.93 million tonnes in 2014. Water Management Water extracted by source (all figures m3, unless stated) River water Pit water FPM 656,364 FYM – 12,100,370 9,585,100 Dewatering wells 879,245 8,851,700 Ground water 21,540 28,800 Komsomolsk water supply Total 1,890,432 – 15,547,951 18,465,600 Waste Volumes Waste volumes in million m3 Total 2015 2014 2013 % Reused 86% 0% Overburden 66.5 122.9 114.3 Of which: Waste Rock 50.6 87.5 80.1 Covering/Mantle Rock 16.0 35.4 34.2 Total Processing Tailings Total Waste 17.8 84.3 18.6 19.5 141.5 133.8 The amount of waste rock mined in 2015 reduced significantly as the Group optimised its waste mining schedule, in light of the weak iron ore price environment. The revised mine plan more closely correlates with the ore plant’s requirements. In undertaking this change, the Company minimises the time between cash expenditure related to mining waste and the realised revenues from processing the ore that is exposed as a result of this stripping. During 2015, FPM completed an investment programme to upgrade the Group’s beneficiation equipment, so as to increase recoveries of contained iron in the ore. As a result, FPM produced higher levels of concentrate from a similar level of ore processed, compared to 2014. This lead to a reduction in the amount of tailings compared to 2014. FPM and FYM’s main sources of water can be seen from the table above with the majority of the water supply coming from the pits. FPM reuses approximately 86% of its water in its processing facilities. The remaining 14% is lost in process circuits, trapped in concentrate and tailings ponds, or evaporates when used to suppress dust. As FYM does not have any of its own processing facilities none of its water is reused except for a small proportion that is used for dust suppression on its mine roads. FYM’s water is pumped back into the Dnieper River, the water does not contain any harmful substances. Tailings Dam Management Ferrexpo has a statutory inspection related to its tailings dam facilities four times a year. It is currently up to date with all inspections and has no outstanding actions. Mine Closure and Rehabilitation Ferrexpo recognises that its activities have an impact on the environment and the communities in which it operates. The Group is aware that a commitment to sustainability requires FPM and FYM to prepare now for the cessation of mining operations even though that eventuality remains many years in the future. In 2005, the Group developed a closure and rehabilitation design for the existing FPM pit and associated waste rock dumps. Every second year this plan is reviewed by the Yuzhgiproruda design institute; the most recent review took place in 2014 and included a mine closure plan for FYM. On the basis of the reviewed design, FPM adjusts its reserves for the restoration of mining lands. Both FPM & FYM will be restored primarily as forest, with an area of open water remaining in part of the open pit. Ferrexpo will fully provide for the costs of mine closure and rehabilitation as they develop, and is committed to complying fully with the terms of its operating licences and the requirements of Ukrainian law. Biodiversity The Group is committed to minimising the impact of its operations on the environment and the surrounding ecology. Environmental Management Systems (“EMS”) have been implemented at FPM and FYM, and these systems have been certified in accordance with ISO 14001. The cornerstone of the EMS is continual improvement of the Group’s performance to environmental protection. Ferrexpo is currently conducting a scoping study to understand the impact of the Group’s mining and processing operations on the bird wildlife that is found within the industrial impact zone of FPM and FYM operations. The investigation will be carried out by PNPE – Kiev Sozological Centre, and will focus on the following aspects: – species of migrating bird identification and population; – exploration of the bird fauna’s nest aspect within the research area; – definition of potential impact if any; – development of mitigation plans to minimise operational impact; and – develop list of rare bird species, populations and habitation areas; – creation of information packages to promote awareness. Once the scoping study is complete a budget for the project will be prepared for review and approval by the CSR Committee with the intention that the project will commence in 2016, subject to estimated cost. The Strategic Report was approved by the Board of Directors on 9 March 2016 and signed on its behalf by: Michael Abrahams Chairman Christopher Mawe Chief Financial Officer 9 March 2016 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015STRATEGIC REPORT 52 BOARD OF DIRECTORS Michael Abrahams CBE DL Non-executive Chairman Oliver Baring Senior Independent Non-executive Director David Frauman Independent Non-executive Director Wolfram Kuoni Independent Non-executive Director Christopher Mawe FCA Chief Financial Officer Ihor Mitiukov Independent Bert Nacken Independent Mary Reilly Independent Miklos Salamon Independent Kostyantin Zhevago Chief Executive Officer Non-executive Director Non-executive Director Non-executive Director Non-executive Director Date of Appointment Date of Appointment Date of Appointment Date of Appointment Date of Appointment Date of Appointment Date of Appointment Date of Appointment Date of Appointment Date of Appointment 14 June 2007 1 December 2007 26 October 2015 14 June 2007 7 January 2008 14 June 2007 1 August 2014 27 May 2015 27 March 2009 Appointed as a Non- executive Director on 14 June 2007 and as Chief Executive on 1 November 2008. He has been the controlling shareholder of Ferrexpo since IPO in June 2007 Other Appointments Other Appointments Other Appointments Other Appointments Other Appointments Other Appointments Other Appointments Other Appointments Other Appointments Other Appointments Chairman of the Prudential Staff Pension Scheme since 1991. None. Non-executive chairman of Sumin Resources Limited since 2014 and of First Africa Holdings Limited since 2000, and a member of the Advisory Council of Sentient Resources Fund since 2000. None. Founder and senior partner of Kuoni Attorneys-at-Law, Zurich, Switzerland since 2005, and also serves on a number of boards of directors of companies in various European and other jurisdictions. Senior advisor and head of Independent mining Non-Executive Director and Non-executive director of None. country for Ukraine, Morgan consultant. the Chair of Audit Committee Gem Diamonds. Stanley since 2008 and General Director of the Financial Policy Institute (a Ukrainian NGO) since 2002. of Travelzoo INC; Chair of the Group Audit and Risk Committees of the UK Department of Transport and of Crown Agents Ltd. Background and Experience Background and Experience Background and Experience Background and Experience Background and Experience Background and Experience Background and Experience Background and Experience Background and Experience Background and Experience Michael Abrahams has long and varied experience as a chairman and director of quoted and unquoted companies since 1968. – Chairman, The London Clinic, 1996–2012 – Chairman, KCOM Group plc, 1999–2009 – Deputy chairman, Prudential plc, 1990– 2000 Oliver Baring is a well- respected member of the investment community with particular expertise in mining. – Non-executive director, BlackRock World Mining Trust plc, 2005–2014 – Chairman, Mwana Africa plc, 2005–2013 – Until 2010 at UBS Mr. Frauman has over 40 years’ experience as a lawyer, most recently as a partner at Allen and Overy. He also has many years of experience as a board director of a wide range of companies. He holds a BA, magna cum laude from Columbia University and JD from Rutgers University. Warburg: latterly as head of the International Mining Group (with responsibility for Africa and Europe), and previously as head of the mining equity sales team with responsibility for its coverage and sales activities; a partner in Rowe and Pitman before its merger with SG Warburg. Wolfram Kuoni is the head of a Swiss law firm and has wide-ranging experience originally in the banking sector. – Senior partner, Kuoni Attorneys-at-Law, since 2005 – Various positions and assignments within UBS Investment Banking (Zurich and New York), 2000–2005, including: – head of the European export and project finance team – originating and structuring cross-border acquisitions and equity capital markets transactions Chris Mawe has substantial experience gained in senior financial roles in the mining industry in the UK and continental Europe, together with operational and managerial experience in the engineering industry. – Finance director, UK Coal plc, 2004–2007 – Finance director, Carclo plc, 1999–2004 – Finance director of various large subsidiaries of IMI plc, 1992–1999 Chartered Accountant, Coopers & Lybrand, 1991 First-class honours degree in Engineering, 1987 Member of the Zurich Bar Doctor of Law (Zurich) MBA (INSEAD) Since Ukraine became independent, Ihor Mitiukov has occupied many senior positions in finance and government that give him unrivalled breadth of experience. Bert Nacken is a mining Mary Reilly is a Chartered With a career spanning more Kostyantin Zhevago has engineer with experience of Accountant and a former than 30 years, including at a substantial management worldwide mining operations audit partner of Deloitte LLP, senior level with BHP Billiton, and investment experience acquired over a 34-year where she worked with a Mike Salamon has extensive gained over a 25-year career with BHP Billiton and range of industrial and knowledge of the mining and business career in Ukraine. Billiton International Metals, charitable organisations for extractive industries. including: nearly 40 years prior to retiring in 2013. Between – Non-executive director, New World Resources – Non-executive director, – Ambassador of Ukraine – COO, Western Australian 2002 and 2013, Mary ran Central Rand Gold, plc, 2008–2014 to the United Kingdom, Iron Ore, 2009–2011 Deloitte’s Outsourcing Unit 2007–2014 – Member of Parliament, 2002–2005 – Minister of Finance, Ukraine 1997–2001 – Vice-president, offering payroll, accounting – Non-executive director, Ukraine, since 1998 Resources and Business and back office services to Minera Las Ceniza, – Chairman of the Optimisation, 2007–2009 multinational clients; and was 2011–2013 – Special Representative – President, Minera the London Audit Practice’s – Executive chairman, New (with Vice-Prime Minister credentials) to the European Union, 1995–1997 Escondida (copper), Chile, 2004–2007 Corporate Responsibility World Resources plc, Leader and a member of the 2007–2012 – President and COO, Advisory Committee of the – Managing director, AMCI American nickel Board from 2008 to 2013 Capital, 2007–2012 – Vice-Prime Minister of operations and Colombia responsible for CSR and – Executive director, BHP Degree in international Ukraine for Banking and country manager, environmental issues. Mary Billiton, 2003–2006 economics from the Kiev 2002–2004 was a divisional Head with – Chairman of Operating National Economic National Bank of Ukraine, (ferro-nickel), Colombia, – President Cerro Matoso HR responsibility and strategy development. Committee, BHP Billiton, University, Kiev, 1996 management board and deputy chairman of the supervisory board, Bank Finance & Credit, Ukraine, 1996–2000 Finance, 1994–1995 – Deputy Governor, 1994 PhD in Economics from the Institute of Economy, Academy of Sciences, Ukraine, 1985 1997–2001 – Posts in Shell/Billiton Research BV in the Netherlands, the USA and Indonesia, 1976–1997 PhD in Chemistry, University of Aachen, Germany 1976 2001–2006 – Executive director, Billiton plc, 1997–2001 – Previous experience in the coal industry with Gencor Ltd, Shell Group and Anglo American MBA, London Business School, 1981 Degree in Mining Engineering, Witwatersrand, 1975 Committee Membership Committee Membership Committee Membership Committee Membership Committee Membership Committee Membership Committee Membership Committee Membership Committee Membership Committee Membership He is a member of the Nominations and CSR Committees. He is Chairman of the Nominations Committee and a member of the Audit and Remuneration Committees. None. He is a member of the Audit, Remuneration and Nominations Committees. None. He is a member of the Audit He is a member of the She has chaired the Audit Committee. Remuneration and CSR Committees. Committee since 1 November 2015. He is the Chairman of the Remuneration Committee. He is a member of the CSR Committee. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015CORPORATE GOVERNANCE 53 Michael Abrahams CBE Oliver Baring DL Non-executive Chairman Senior Independent Non-executive Director David Frauman Independent Wolfram Kuoni Independent Christopher Mawe FCA Chief Financial Officer Non-executive Director Non-executive Director Ihor Mitiukov Independent Non-executive Director Bert Nacken Independent Non-executive Director Mary Reilly Independent Non-executive Director Miklos Salamon Independent Non-executive Director Kostyantin Zhevago Chief Executive Officer Date of Appointment Date of Appointment Date of Appointment Date of Appointment Date of Appointment Date of Appointment Date of Appointment Date of Appointment Date of Appointment Date of Appointment 14 June 2007 1 December 2007 26 October 2015 14 June 2007 7 January 2008 14 June 2007 1 August 2014 27 May 2015 27 March 2009 Appointed as a Non- executive Director on 14 June 2007 and as Chief Executive on 1 November 2008. He has been the controlling shareholder of Ferrexpo since IPO in June 2007 Other Appointments Other Appointments Other Appointments Other Appointments Other Appointments Other Appointments Other Appointments Other Appointments Other Appointments Other Appointments Senior advisor and head of country for Ukraine, Morgan Stanley since 2008 and General Director of the Financial Policy Institute (a Ukrainian NGO) since 2002. Independent mining consultant. Non-Executive Director and the Chair of Audit Committee of Travelzoo INC; Chair of the Group Audit and Risk Committees of the UK Department of Transport and of Crown Agents Ltd. Non-executive director of Gem Diamonds. None. Background and Experience Background and Experience Background and Experience Background and Experience Background and Experience Background and Experience Background and Experience Background and Experience Background and Experience Background and Experience Mary Reilly is a Chartered Accountant and a former audit partner of Deloitte LLP, where she worked with a range of industrial and charitable organisations for nearly 40 years prior to retiring in 2013. Between 2002 and 2013, Mary ran Deloitte’s Outsourcing Unit offering payroll, accounting and back office services to multinational clients; and was the London Audit Practice’s Corporate Responsibility Leader and a member of the Advisory Committee of the Board from 2008 to 2013 responsible for CSR and environmental issues. Mary was a divisional Head with HR responsibility and strategy development. Since Ukraine became independent, Ihor Mitiukov has occupied many senior positions in finance and government that give him unrivalled breadth of experience. Bert Nacken is a mining engineer with experience of worldwide mining operations acquired over a 34-year career with BHP Billiton and Billiton International Metals, including: – Ambassador of Ukraine to the United Kingdom, 2002–2005 – Minister of Finance, Ukraine 1997–2001 – Special Representative (with Vice-Prime Minister credentials) to the European Union, 1995–1997 – Vice-Prime Minister of Ukraine for Banking and Finance, 1994–1995 – Deputy Governor, National Bank of Ukraine, 1994 PhD in Economics from the Institute of Economy, Academy of Sciences, Ukraine, 1985 – COO, Western Australian Iron Ore, 2009–2011 – Vice-president, Resources and Business Optimisation, 2007–2009 – President, Minera Escondida (copper), Chile, 2004–2007 – President and COO, American nickel operations and Colombia country manager, 2002–2004 – President Cerro Matoso (ferro-nickel), Colombia, 1997–2001 – Posts in Shell/Billiton Research BV in the Netherlands, the USA and Indonesia, 1976–1997 PhD in Chemistry, University of Aachen, Germany 1976 With a career spanning more than 30 years, including at a senior level with BHP Billiton, Mike Salamon has extensive knowledge of the mining and extractive industries. – Non-executive director, Central Rand Gold, 2007–2014 – Non-executive director, Minera Las Ceniza, 2011–2013 – Executive chairman, New World Resources plc, 2007–2012 – Managing director, AMCI Capital, 2007–2012 – Executive director, BHP Billiton, 2003–2006 – Chairman of Operating Committee, BHP Billiton, 2001–2006 – Executive director, Billiton plc, 1997–2001 – Previous experience in the coal industry with Gencor Ltd, Shell Group and Anglo American MBA, London Business School, 1981 Degree in Mining Engineering, Witwatersrand, 1975 Kostyantin Zhevago has substantial management and investment experience gained over a 25-year business career in Ukraine. – Non-executive director, New World Resources plc, 2008–2014 – Member of Parliament, Ukraine, since 1998 – Chairman of the management board and deputy chairman of the supervisory board, Bank Finance & Credit, Ukraine, 1996–2000 Degree in international economics from the Kiev National Economic University, Kiev, 1996 Committee Membership Committee Membership Committee Membership Committee Membership Committee Membership Committee Membership Committee Membership Committee Membership Committee Membership Committee Membership He is a member of the Nominations and CSR Committees. He is Chairman of the None. Nominations Committee and a member of the Audit and Remuneration Committees. He is a member of the Audit, None. Remuneration and Nominations Committees. He is a member of the Audit Committee. He is a member of the Remuneration and CSR Committees. She has chaired the Audit Committee since 1 November 2015. He is the Chairman of the Remuneration Committee. He is a member of the CSR Committee. Chairman of the Prudential Non-executive chairman of None. Staff Pension Scheme since Sumin Resources Limited 1991. since 2014 and of First Africa Holdings Limited since 2000, and a member of the Advisory Council of Sentient Resources Fund since 2000. None. Founder and senior partner of Kuoni Attorneys-at-Law, Zurich, Switzerland since 2005, and also serves on a number of boards of directors of companies in various European and other jurisdictions. Michael Abrahams has long Oliver Baring is a well- Mr. Frauman has over 40 Wolfram Kuoni is the head of and varied experience as a respected member of the years’ experience as a investment community with lawyer, most recently as a particular expertise in mining. partner at Allen and Overy. originally in the banking a Swiss law firm and has wide-ranging experience chairman and director of quoted and unquoted companies since 1968. – Non-executive director, experience as a board He also has many years of sector. – Chairman, The London BlackRock World Mining director of a wide range of – Senior partner, Kuoni Clinic, 1996–2012 Trust plc, 2005–2014 companies. He holds a BA, Attorneys-at-Law, since – Chairman, KCOM Group – Chairman, Mwana Africa magna cum laude from 2005 plc, 2005–2013 – Until 2010 at UBS Columbia University and JD – Various positions and from Rutgers University. plc, 1999–2009 – Deputy chairman, Prudential plc, 1990– 2000 Chris Mawe has substantial experience gained in senior financial roles in the mining industry in the UK and continental Europe, together with operational and managerial experience in the engineering industry. – Finance director, UK Coal plc, 2004–2007 – Finance director, Carclo plc, 1999–2004 – Finance director of various large subsidiaries of IMI plc, 1992–1999 Chartered Accountant, Coopers & Lybrand, 1991 First-class honours degree in Engineering, 1987 assignments within UBS Investment Banking (Zurich and New York), 2000–2005, including: – head of the European export and project finance team – originating and structuring cross-border acquisitions and equity capital markets transactions Member of the Zurich Bar Doctor of Law (Zurich) MBA (INSEAD) Warburg: latterly as head of the International Mining Group (with responsibility for Africa and Europe), and previously as head of the mining equity sales team with responsibility for its coverage and sales activities; a partner in Rowe and Pitman before its merger with SG Warburg. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015CORPORATE GOVERNANCE 54 EXECUTIVE COMMITTEE Nikolay Goroshko General Director, FYM Jason Keys Group Chief Marketing Officer Nikolay Kladiev Chief Financial Officer, FPM Viktor Lotous Chief Operating Officer and Head of Managing Board, FPM Nikolay became Acting Group Chief Financial Officer in April 2007, and Chief Commercial Officer in charge of the Group’s Growth Projects in December 2007. A graduate of the Kiev National Economic University, specialising in Industrial Planning. Jason has significant industry experience in the European and Asian iron ore markets. He was previously global marketing manager for Iron Ore at BHP Billiton for five years, and for the 12 years prior to that he held senior sales and marketing roles within BHP Billiton Coal and Rio Tinto Coal and Iron Ore. Certified Professional Accountant; Bachelor of Commerce degree from the University of Western Australia. Nikolay spent several years as an audit manager with Ernst & Young and CFO of a large Russian factory. Chartered Accountant (UK); Masters in International Economic Relations from the Kiev National Economic University. Viktor became Chief Engineer in 1997 and General Director and Chief Operating Officer in April 2007. A graduate of Kryvy Rih Mining and Ore Institute, and of the Kiev National Economic University, specialising in Finance. Christopher Mawe FCA Chief Financial Officer Jim North Group Chief Operating Officer Greg Nortje Group Head of Human Resources Kostyantin Zhevago Chief Executive Officer See page 52 for details. See previous page for details. Jim was COO of London Mining plc before joining Ferrexpo in November 2014. He has wide-ranging operational mining experience at a senior level with Rio Tinto, BHP Billiton and Mount Isa Mines in Africa, South America and Australia covering commodities including iron ore, coal, base metals and aluminium. Advanced Diploma in Metallurgy; Degree in Business Administration. Greg joined Ferrexpo in January 2014. He previously held a variety of international Human Resource leadership positions with Anglo American and BHP Billiton. Advanced management qualifications from the University of Stellenbosch Business School and the Gordon Institute of Business Science; Bachelor of Arts degree and post graduate Diploma in Education from the University of the Witwatersrand. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015CORPORATE GOVERNANCE CORPORATE GOVERNANCE REPORT 55 Michael Abrahams CBE DL Chairman CHAIRMAN’S INTRODUCTION Dear Shareholder, I am pleased to present our Corporate Governance Report which sets out our governance structure and highlights the governance activity of the Board and its principal committees during the course of the year. The events relating to Bank Finance & Credit (“Bank F&C”) (which are reported on elsewhere in the Annual Report) have taken up much of the Board’s time. This has been addressed in detail in the Strategic Report, and in particular in my introductory statement on pages 16 to 18 and is therefore not dealt with directly in this report. The Board remains committed to, and actively engaged in, ensuring good corporate governance practices and culture throughout the Company’s business. We believe that the structure, policies and procedures we have adopted, and which are described in this report, the Directors’ Report and the reports of the various Committees, support this commitment, but we recognise the need to keep them under review and to make changes where necessary to ensure that standards are maintained. The Board and management of the Group have a policy of conducting all business affairs in a fair and transparent manner and of maintaining high ethical standards in dealings with all relevant parties. In addition to close monitoring of the situation in Ukraine, the key areas of Board focus during the year have been around Non- executive Director appointments and refreshment of the composition of Board Committees. We have also, with assistance from the Audit Committee, addressed the new requirements introduced by the 2014 UK Corporate Governance Code (the Governance Code) relating to risk management and internal control, and in particular the requirement for a longer-term viability statement. Our viability statement is set out on page 40 of the strategic report. Information on Board succession is set out in my Statement on page 18. Recognising the importance of refreshing the membership of the Board Committees, a number of changes to Committee membership were approved by the Board in July. The changes are described in the following report. Also in July the Board determined that Mike Salamon should now be considered independent in accordance with Provision B.1.1 of the Governance Code, as his relationship with the BXR Group (now CERCL Holdings Limited) (a significant shareholder of the Company) had ceased more than three years ago. More detail relating to the Board’s determination of Mike’s independence is set out on page 59. Further changes to the composition of the Committees will of course be required following Mike Salamon’s departure at the 2016 AGM and once Wolfram Kuoni, Ihor Mitiukov and Oliver Baring cease to be independent later in the year. Finally, we have amended the format of this year’s Corporate Governance Report to reflect the sections of the Governance Code (Leadership, Effectiveness, Accountability, and Relations with Shareholders – for remuneration, please see the Remuneration Report on page 69), and have enhanced the reports of both the Nominations and Audit Committees. I hope that this helps to give a clear description of the work we have done and our approach to ensuring good governance throughout the Group and compliance with the relevant provisions of the Governance Code. Michael Abrahams Chairman Statement of Compliance (In Accordance with Listing Rule 9.8.6R) During the year to 31 December 2015 the Company complied with all relevant provisions of the 2014 UK Corporate Governance Code (the Governance Code which is available at www.frc.org. uk) with the exception of the new Provision D.1.1 of the Governance Code which requires that performance related remuneration schemes should include malus and clawback provisions. An explanation for this non-compliance is set out in the Remuneration Report on page 69. Information Pursuant to the EU Takeover Directive The Company has provided the additional information required by Rule 7.2.6 of the FCA’s Disclosure and Transparency Rules (Directors’ interests in shares; appointment and replacement of Directors; powers of the Directors; restrictions on voting rights and rights regarding control of the Company) in the Directors’ Report and the Remuneration Report. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015CORPORATE GOVERNANCE 56 CORPORATE GOVERNANCE CONTINUED LEADERSHIP GOVERNANCE STRUCTURE SHAREHOLDERS THE BOARD AUDIT COMMITTEE REMUNERATION COMMITTEE NOMINATION COMMITTEE COMMITTEE OF INDEPENDENT DIRECTORS (CID) CORPORATE SAFETY AND SOCIAL RESPONSIBILITY COMMITTEE CHIEF EXECUTIVE OFFICER Responsibilities include: – Monitoring integrity of financial statements; – Reviewing internal control and risk management systems; – Relationship with external auditor. Responsible for reviewing and approving all aspects of remuneration for Executive Directors and members of the Executive Committee. Responsible for identifying and nominating (for Board approval) candidates to fill Board vacancies, having due regard to the need for appropriate balance and diversity. Responsible for formulating and monitoring the implementation of the Group’s policy on CSR issues as they affect operations. Responsibilities include: – Ensuring compliance with Chapter 11 of the Listing Rules and the Relationship Agreement; – Authorising (if appropriate) related party transactions on behalf of the Board; – Conflicts of interest procedure under the 2006 Companies Act EXECUTIVE COMMITTEE1 Responsible for: – Execution of Board approved strategies – Delegated authority levels for senior management – Development and implementation of group policies – All material matters not reserved for the entire Board More info: Audit Committee Report page 63 More info: Directors’ Remuneration Report on pages 69 to 83 More info: Nomination Committee Report on page 62 See page 57 More info: CSR section on pages 41 to 51 See page 57 1 The Executive Compliance Committee, the Finance and Risk Management Committee, and the Executive Related Party Matters Committee all report to the Executive Committee. The Board The Board is responsible for setting the Group’s objectives and policies, providing effective leadership and control required for a public company. The Board has a formal schedule setting out the matters requiring Board approval and specifically reserved to it for decision. These include: – approving the Group strategy and budget; – annual and long-term capital expenditure plans; – contracts for more than a certain monetary amount; – monitoring financial performance and critical business issues; – approval of major projects and contract awards; – approval of key policies and procedures including dividend and treasury policies; and – through the CID, monitoring and authorising related party transactions. Certain aspects of the Board’s responsibilities have been delegated to the Committees shown in the chart above to ensure compliance with the Act, FCA Listing Rules and the Governance Code. The terms of reference for each of the Audit Committee, Nominations Committee, Remuneration Committee and CSR Committee are available on the Company’s website at http://www.ferrexpo.com/ about-us/corporate-governance/board-committees. It is the responsibility of the CEO and the Executive Committee to manage the day-to-day running of the Group. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015CORPORATE GOVERNANCE 57 Role descriptions The division of responsibilities between the Chairman and the CEO has been clearly established in writing and is agreed by the Board. A summary of the roles of the Chairman, the CEO, the Senior Independent Director, the Independent Non-executive Directors and the Company Secretary is set out in the table below. The table also includes an overview of the role of the Executive Committee and of the CID. The roles of the Audit and Nominations Committees are set out later in this Corporate Governance Report, the role of the CSR Committee in the Corporate Social Responsibility Report on page 41, and the role of the Remuneration Committee in the Remuneration Report on page 69. Role Chairman CEO Senior Independent Director Non-executive Directors Company Secretary Executive Committee Committee of Independent Directors Description The Chairman is responsible for leadership of the Board, ensuring its effectiveness, setting its agenda and ensuring effective communication with shareholders. The Chairman also ensures that there is a constructive relationship between the Executive and Non-executive Directors. From time to time the Chairman holds meetings with the Non-executive Directors without the Executive Directors present. Mr Abrahams’s other current responsibilities are set out in the biographical notes on page 52. There has been no increase in those commitments during the reporting period. The role of the CEO is to provide leadership of the executive team, to develop proposals for the Board to consider, and to oversee and implement Board-approved actions. Mr Zhevago has no other directorships of quoted companies. He has other business interests and is a member of the Ukrainian parliament, but devotes the majority of his time to Ferrexpo. The Senior Independent Director, Oliver Baring, in conjunction with the other independent Non-executive Directors, assists in communications and meetings with shareholders concerning corporate governance matters. He also chairs the Nominations Committee and the Committee of Independent Directors. At least once a year, the Senior Independent Director meets the Non-executive Directors, without the Chairman present, to evaluate the Chairman’s performance. The Senior Independent Director is available to discuss with shareholders any issues that the Chairman has been unable to resolve to shareholders’ satisfaction. The Non-executive Directors provide an independent and objective viewpoint to Board discussions and bring experience from a variety of industry backgrounds. Their role is to provide constructive support and challenge to Executive Management. Acting either as the Board or as members of its Committees, the Non-executive Directors: approve budgets; discuss and contribute to strategic proposals and approve strategy; monitor the integrity, consistency and effectiveness of financial information, internal controls and risk management systems; monitor management’s execution of strategy against agreed targets and determine their remuneration accordingly; and monitor executive succession planning (for Board succession planning, see Nominations Committee Report below). The Company Secretary is responsible for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. The Company Secretary is also responsible for advising the Board on governance issues and for ensuring, with the Chairman, that information reaches Board members in a timely fashion, so that they are alerted to issues and have time to reflect on them properly before deciding how to address them. All Directors have access to the advice and services of the Company Secretary. The Executive Committee is a key decision making body of the Group, responsible for managing and taking all material decisions relating to the Group apart from those set out in the Schedule of Matters Reserved for the Board. It has delegated responsibility from the Board for the execution of Board- approved strategies for the Group, for ensuring that appropriate levels of authority are delegated to senior management, for the review of organisational structures and for the development and implementation of Group policies. The Executive Committee meets regularly during the year. The CID is composed of the Senior Independent Director, the Chairman of the Board, and the other Independent Directors. The Committee considers and, if appropriate, authorises on behalf of the Board related party transactions within the terms of Chapter 11 of the Listing Rules of the Financial Conduct Authority and otherwise ensures compliance with Chapter 11 and with the Relationship Agreement entered into between Fevamotinico S.a.r.l., Mr Zhevago, The Minco Trust and the Company. The CID holds delegated authority to consider and, if appropriate, approve transactions where there is a risk of a conflict of interest for any member of the Board under the Companies Act 2006. The CID keeps under review the authorisation and approval process relating to such transactions (which have previously been reviewed in detail by the ERPMC (see “Conflicts of Interest” above)) and satisfies itself that, as required under the Relationship Agreement, related party transactions have been properly conducted at an arm’s length basis on normal commercial terms and in compliance with Chapter 11, and that no disclosures have been omitted or misstated in the financial statements. The Committee’s terms of reference also cover the oversight of anti-bribery procedure implementation. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015CORPORATE GOVERNANCE 58 CORPORATE GOVERNANCE CONTINUED Board Composition As at the date of this report, the Board (excluding the Chairman) comprises two non-independent Executive Directors and seven Non- executive Directors, all of whom are now considered by the Board to be independent in accordance with Provision B.1.1. of the Governance Code. This structure ensures that the Executive Directors are subject to appropriate independent and constructive challenge by the Non- executive Directors, and that no single Director can dominate or unduly influence decision making. The Board considers that David Frauman is independent in character and judgement, notwithstanding the fact he receives additional remuneration from the Company under a Consultancy Agreement, given his professional background and lack of prior links to the Company or its major shareholders. Composition of the Board and Committees is illustrated in the table below: Board members Role M Abrahams Non-executive Chairman K Zhevago Chief Executive Officer C Mawe O Baring Chief Financial Officer Senior Independent Non-executive Director D Frauman Independent Non-executive Director W Kuoni I Mitiukov B Nacken M Reilly Independent Non-executive Director Independent Non-executive Director Independent Non-executive Director Independent Non-executive Director M Salamon Independent Non-executive Director Audit Remuneration Nomination • •• • • • • •• • • • •• CSR1 • • • CID • •• • • • • • • 1 CSR Committee also includes some members of senior management; see Corporate Social Responsibility Report on page 41 • Committee member •• Committee Chairman Biographical details of the Directors at the date of this report are set out on pages 52 and 53. Board Activity in 2015 Five scheduled Board meetings were held in 2015, all in Switzerland, and the regular matters discussed at these meetings included: – oral reports from the chairmen of the committees meeting before the Board meeting, and minutes of earlier meetings of the committees; – Chief Executive Officer’s report including production and operations, iron ore market conditions, and updates on the position in Ukraine; – Chief Financial Officer’s report including status vs. budget, forecasts and funding update; – Bank F&C update report; – Related Party matters (including Directors’ interests/conflicts); – Investor Relations Report (including shareholder feedback); – Strategy, Business Plan and budget; – formal risk review; and – Board refreshment/succession planning/independence/Committee composition. Matters reviewed as required included: – review of half year or annual results, going concern, dividend policy/recommendations, investor presentation; – Board/Chairman/Director performance evaluation; – review of AGM statement, and proxy agency comments/recommendations; – annual review of Bank relationships within and outside Ukraine; and – annual review of Treasury policy. Other ad-hoc matters considered by the Board at scheduled meetings during 2015 included: – capital projects; – bank debt negotiations; – approval of documentation and structure of Bond exchange offers; – updates on Ferrous Resources Ltd (including decision to dispose of the Group’s interest); and – CSR matters, including health and safety and community spending. The Board visited the Group’s operations in Komsomolsk between 30 September and 2 October 2015. During such visit the Board received various presentations from executive management in respect of operations and strategy, and held an informal meeting at which many of its standard agenda items were covered. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015CORPORATE GOVERNANCE 59 In addition to its scheduled meetings and the site visit described above, the Board also met on a further 13 occasions from September 2015 onwards to discuss and address the developing situation around the insolvency of Bank F&C and the resulting actions required by the Board and the Company. The Chairman also hosted several Board dinners during the year, usually on the evening immediately prior to a scheduled Board meeting. The dinners provide an opportunity for Directors to discuss key matters in a more informal setting, and therefore assist in promoting an open and constructive relationship between members of the Board. The Board is supported by the Executive Committee which meets approximately monthly. All of the information that is submitted to the Board by management is reviewed and approved by the Executive Committee. EFFECTIVENESS Board Balance and Independence The composition of the Board is regularly reviewed by both the Nominations Committee and the Board itself. In July, the Board reviewed the independence of Mike Salamon who was previously not considered independent due to his historic connection with CERCL Holdings (formerly the BXR Group), a significant shareholder in the Company. Mr Salamon’s relationship with BXR ceased in 2012 and, having consulted its financial advisers, the Board determined that he should now be considered independent for the purposes of the Governance Code. Controlling Shareholder – Relationship Agreement Kostyantin Zhevago is a beneficiary of The Minco Trust which owns 100% of Fevamotinico S.a.r.l., the majority shareholder in the Company. Consequently he, The Minco Trust and Fevamotinico S.a.r.l. (collectively “the Controlling Shareholder”) have entered into a Relationship Agreement with the Company in order to ensure that the Group is capable of carrying on its business independently, that transactions and relationships between the Group, Fevamotinico S.a.r.l., The Minco Trust and Mr Zhevago are at arm’s length and on normal commercial terms, and that there shall be at all times a majority of Directors independent of Fevamotinico S.a.r.l., The Minco Trust and Mr Zhevago on the Board (the “Relationship Agreement”) (under the Relationship Agreement Mr Zhevago would be entitled, if he was not the CEO, to appoint himself or another person as his representative Director). The Relationship Agreement terminates if, inter alia, the shareholding of Mr Zhevago and his associates in the Company falls below 24.9%. This Relationship Agreement complies fully with the UK Listing Rules. The Board monitors compliance with the Relationship Agreement through the Committee of Independent Directors (see under “Conflicts of Interest” below), which reviews the work of the Executive Related Party Matters Committee (“ERPMC”) (both bodies are independent of Mr Zhevago), with the CID reviewing the minutes of the ERPMC and all related party transactions with regard to the Class Tests and the potential need to consult the Sponsor. The ERPMC is authorised to approve transactions that are in the ordinary course of business, of a revenue nature and have no unusual terms; others are referred to the CID. More generally, the CID keeps under review the independence of the Board and compliance with the Governance Code, as the Relationship Agreement requires. Statement of Compliance with UK Listing Rules, Rule 9.8.4 (14) – Ferrexpo has entered into a Relationship Agreement with its Controlling Shareholder, as required by LR 9.2.2A R (2)(a). – Ferrexpo has complied with the independence provisions contained in the Relationship Agreement during 2015. – So far as Ferrexpo is aware, the Controlling Shareholder and its associates have also complied with the independence provisions during 2015. – So far as Ferrexpo is aware, the procurement obligation set out in LR 9.2.2B R (2)(a) (which requires the Controlling Shareholder to procure the compliance of the “non-signing Controlling Shareholders” (in this case, the other beneficiaries of The Minco Trust) and their associates with the independence provisions) has also been complied with during 2015. Conflicts of Interest The Board has an established procedure (see ‘Controlling Shareholder – Relationship Agreement’ on the left hand side of this page) to deal with Directors’ conflicts of interest and the recording, reporting and, where appropriate, approval of related party transactions and review of relevant disclosures. This procedure is in line with published guidance, the Articles and the provisions in section 175 of the Companies Act 2006 on conflicts of interest. Schedules of a Director’s actual or potential conflicts and related party transactions have been compiled based on disclosures made by the Director. These are updated and reviewed on a regular basis by the Executive Committee, the ERPMC (which is composed of certain members of the Executive Committee and other members of senior management not including Mr Zhevago) and the Committee of Independent Directors (‘CID’). Any changes to the schedules are noted, and confirmed as correct, at the next Board meeting. The CID has delegated authority to carefully consider and (if deemed appropriate in the circumstances) approve on behalf of the Board transactions where there is a risk of a conflict of interests. This procedure operates effectively in identifying potential conflicts and ensuring that they are managed appropriately and that conflicted individuals are not involved in the relevant decision making process. The Group aims to follow emerging best practice in this area. For a discussion of the management of conflicts of interest in relation to Bank F&C, please see page 16 of the Chairman’s Statement. Training and Professional Development The Chairman is responsible for agreeing training and development requirements with each Director to ensure they have the necessary skills and knowledge to continue to contribute effectively to the Board’s discussions. All Directors receive updates given to the Board as a whole on changes and proposed changes in laws and regulations affecting the Group. Site visits are also encouraged and held at least annually to ensure all Directors are familiar with the Group’s operations, and Directors may visit the operations of the Group independently to the extent to which they feel this is necessary. During the year, as in previous years, the Board spent two days visiting the site in Ukraine. In addition, training may be provided by the Group’s advisers in respect of specific areas of interest to the Board, including general economic and market conditions, developments in Corporate Governance regulations and best practice and any other matters as agreed by the Chairman. All Directors may take independent professional advice at the expense of the Group in the furtherance of their duties. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015CORPORATE GOVERNANCE 60 CORPORATE GOVERNANCE CONTINUED Induction On appointment, all Directors are advised of their duties, responsibilities and liabilities as a Director of a public listed company. In addition, an appropriate induction programme is provided to each Director upon appointment, taking into consideration the individual qualifications and experience of the Director. Following their appointments as Non-executive Directors in May and October 2015 respectively, Mary Reilly and David Frauman each received a tailored induction which included meetings with Directors and key members of the senior management team. They were also provided with relevant information including the Company’s most recent financial reports, Board packs and Group policies and procedures, and met representatives of the Group’s significant shareholders. In addition Mary Reilly met the external auditors in view of her prospective membership of the Audit Committee. Information Flow The Chairman is responsible for ensuring that all Directors receive timely and accurate information in order to enable them to discharge their obligations effectively. Working with the Company Secretary, the Chairman ensures that agendas, briefing notes and reports for each Board meeting are agreed and distributed to the Board in advance and in sufficient time to allow proper consideration of their contents. The papers include reports on the Group’s operations, and take into account the factors set out in section 172 of the Companies Act 2006 (Directors’ duty to promote the success of the Company), and such factors are also considered by the Executive Committee when making any proposals and recommendations to the Board. Decisions made by the Board are set within the framework of the Directors’ statutory duty to promote the success of the Company for the benefit of its members as a whole. Board and Committee attendance in 2015 Minutes of each Board and Committee meeting are prepared shortly after the meeting and their contents agreed with the Chairman (or relevant Committee Chair) before being circulated more widely to the Board where appropriate. Actions arising from the meetings are recorded and communicated as appropriate, and updates on outstanding actions are discussed at subsequent meetings. Directors have the right to request that any concerns they have are recorded in the appropriate committee or Board minutes. Time Commitment Non-executive Directors would normally expect to spend two days a month, on average, on Ferrexpo’s affairs, and in the case of the Senior Independent Director, the Committee Chairmen and in particular the Chairman of the Board, considerably more than that. Due to increased Board activity in the latter part of 2015, the time commitment required from the Chairman and Non-executive Directors has been substantially increased, and all our Non-executive Directors have been able to make themselves available for the majority of the ad-hoc Board meetings and update calls held in the year notwithstanding their external commitments. The attendance of the Directors at Board and Committee meetings during 2015 is shown in the table below. The Non-executive Directors are required to confirm at least annually that they are able to commit sufficient time to the affairs of the Company, and all of our Non-executive Directors have given this confirmation in respect of 2016. Director Michael Abrahams Kostyantin Zhevago Chris Mawe Oliver Baring D Frauman W Kuoni I Mitiukov B Nacken M Reilly M Salamon3 Board1 Committees1 CID Scheduled Ad Hoc2 Audit Rem Nom Scheduled Ad Hoc2 5/5 5/5 5/5 5/5 1/1 5/5 5/5 5/5 2/2 5/5 13/13 12/13 13/13 12/13 8/8 12/13 13/13 13/13 13/13 12/13 5/6 6/6 6/6 3/3 3/3 3/3 3/3 3/3 1/1 1/1 1/1 1/1 1/1 6/6 3/3 6/6 1/1 5/6 5/6 6/6 3/3 2/2 3/3 0/0 1/3 3/3 3/3 3/3 3/3 CSR 3/4 4/4 3/3 1 Figures show number of meetings attended out of those the Director was eligible to attend. 2 Figures show regular updates held by conference call, mostly in the last quarter of the year. 3 Appointed in November, and no Remuneration Committee meeting held between appointment and the end of the year. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015CORPORATE GOVERNANCE 61 Performance Evaluation The annual performance evaluation of the Board and its Committees was carried out internally in 2015 by the Chairmen of these bodies. The evaluation process involved the completion of questionnaires by Board and Committee members, with responses collated and analysed by the Chairmen with assistance from the Company Secretary. Our last externally facilitated evaluation (the Company’s first) was conducted in 2013 and was reported on in the 2013 Annual Report. In line with the Governance Code, we therefore intend to conduct an externally facilitated performance evaluation process during 2016. The conclusion of the 2015 evaluation process was that the Board, its Committees, and each Director continued to function effectively during the year, and apart from one or two minor issues which were raised and subsequently addressed, no particular areas were identified as needing improvement. Although the mixture of skills and experience on the Board and the Committees was considered to be appropriate, the evaluation process supported the general view that the appointment of two new Non-executive Directors since the 2014 evaluation had provided the opportunity to refresh the composition of the Committees. Committee membership was therefore refreshed following a proposal by the Chairman tabled at the Board meeting held in July 2015. The Senior Independent Director and the other Non-executive Directors have evaluated, and will continue to monitor, the performance of the Chairman. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015CORPORATE GOVERNANCE 62 CORPORATE GOVERNANCE CONTINUED Executive search consultants were used in the search. After consulting the Nominations Committee about the skills and experience required, the consultants drew up a long list of candidates from which a short list were chosen to be invited for interview by the Nominations Committee. The Nominations Committee then recommended Mary Reilly as the preferred candidate, and she was interviewed by other members of the Board before being formally appointed on 27 May 2015. The executive search consultants used in relation to the appointment of Mary Reilly were Sapphire Partners, who have no other connection with the Company. Neither an external search consultancy nor open advertising was used in respect of the appointment of David Frauman as a Non- executive Director in October 2015. In light of circumstances facing the Group, and especially the Group’s debt negotiations which remain ongoing, the Board determined that it needed to be strengthened by the appointment of a Non-executive Director with specific experience of financial restructuring. David was therefore appointed at short notice having been identified by PJT Partners, the Company’s financial advisers, as an appropriate candidate and interviewed by members of the Nominations Committee and the Board before being formally appointed on 26 October 2015. Given the circumstances of the appointment, the Board took the view that it was preferable to follow this course than to wait for the outcome of a full search process. Succession Planning Succession planning was considered by the Board during the first half of 2015, in particular in respect of the search for a successor to Michael Abrahams as Chairman of the Company, and the continuing search for new Non-executive Directors to refresh the Board as existing Directors reach nine years’ service, and the search has now been resumed. Re-election In accordance with the provisions of the Governance Code, all Directors (with the exception of David Frauman and Mike Salamon who will leave the Board on 10 March and at the AGM respectively) will stand for re-election by shareholders at the Company’s 2016 AGM. Diversity The Nominations Committee and the Board recognise the importance of boardroom diversity in terms of background, expertise, gender and nationality, and strive to achieve it. The Committee seeks to ensure that all available suitable candidates are taken into account when drawing up shortlists of candidates for possible appointments to the Board and seeks only to engage executive search consultants who have signed up to the Voluntary Code of Conduct for executive search firms. The final decisions to make appointments to the Board are however made on merit against objective criteria, so as to ensure that the strongest possible candidates for the role are recruited. The Committee has noted the final report of Lord Davies in respect of Women on Boards, in particular the proposal that the target for female Directors on the Boards of FTSE 100 companies be increased to 33%. The Committee was pleased to welcome Mary Reilly, Ferrexpo’s first female Director, to the Board during the year, and while it does not consider targets to be appropriate will continue to ensure that gender diversity is considered when conducting future searches for Board positions. Oliver Baring Chairman of the Nominations Committee Nominations Committee Report Dear Shareholder, I am pleased to present the Nominations Committee Report for 2015. The Committee met formally on one occasion during the year. In addition to that meeting, members of the Committee were active in interviewing candidates for the new Non-executive Director role and in recommending Mary Reilly’s appointment to the Board. Members of the Committee also met potential successors for Michael Abrahams’s role as Chairman of the Board; the search for a successor was put on hold by the Board, before a suitable candidate had been found, in October 2015 in light of other developments, but has since been resumed (see Chairman’s introduction on page 18). The composition of the Committee was changed in July with Ihor Mitiukov and Kostyantin Zhevago ceasing to be Committee members. The Committee is now composed of two independent Non-executive Directors and the Chairman, and therefore complies with the Governance Code requirement that a majority of members be independent. As circumstances permit, the Committee will again focus in 2016 on the refreshment of the Board as existing Non- executive Directors reach nine years’ service, and on succession planning generally. Oliver Baring Chairman of the Nominations Committee 9 March 2016 Membership and Meetings The Nominations Committee is chaired by Oliver Baring and its other members are Michael Abrahams and Wolfram Kuoni; two out of the three members of the Committee are independent Non-executive Directors of the Company. The Nominations Committee meets at least once a year, as required by its terms of reference, and met on one occasion in 2015. Appointment Process and Succession Planning As we reported last year, the Committee is conscious of the Governance Code recommendation that Non-executive membership of the Board should not extend beyond nine years in an independent capacity. The search for new Directors to replace the existing Directors as they gradually retire therefore continued during 2015 and led to the appointment of Mary Reilly as a Non-executive Director. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015CORPORATE GOVERNANCE 63 repayment, the timing of repayment of the asset related to prepaid corporate income tax, and the effect of the continuing devaluation of the Hryvnia in 2015. In considering these matters, the Committee took into account the regular financial and internal audit reports made to the Board throughout the year, as well as discussing the issues with management and the external Auditors at intervals throughout the year. Detailed disclosure is given in Note 4 to the Financial Statements on pages 107 to 109 of the significant areas of uncertainty in which estimates and critical judgements had to be made. In order to satisfy itself that the accounting for these issues was reasonable and appropriate, and that disclosure in the Financial Statements was suitable and clear in each case, the Committee reviewed the papers setting out the procedures followed by the Auditors and the responses of management, and questioned and debated them with management and the Auditors at the Committee’s meetings. These discussions were also informed by the Committee members’ own expertise, particularly with regard to the economic and financial situation in Ukraine. At the end of this process, the Committee was satisfied with the accounting treatment and disclosure of each issue and with managements’ exercises of critical judgement as disclosed in Note 4. In accordance with Provision C.3.4 of the Governance Code, the Board asked the Audit Committee to advise it as to whether the Annual Report and Accounts are fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy. In providing our advice (more detail is included below) we were mindful of ensuring that the Annual Report and Accounts is read in the context of the current circumstances facing the Company, in particular the falling iron ore price during the year and the consequences of the insolvency of Bank F&C. Finally, the Committee is aware of the new EU regulations that will come into force in the summer of 2016 relating to the appointment of external auditors. We will review this during the early part of 2016 to ensure we are in compliance with the new requirements (particularly in respect of the provision of non-audit services). Following an internal effectiveness review, we remain satisfied with the performance, independence and objectivity of Ernst & Young, our current external auditor, and have recommended that the Board propose their reappointment at the 2016 AGM. It remains our intention to run a tender for the external audit for the year ending December 2017 in compliance with the new EU regulations. Mary Reilly Chairman of the Audit Committee 9 March 2016 Mary Reilly Chairman of the Audit Committee ACCOUNTABILITY Audit Committee Report Dear Shareholder, I am pleased to present to you the Report of the Audit Committee for 2015. I joined the Committee on my appointment to the Board in May 2015 and took over from Wolfram Kuoni as Chairman of the Committee with effect from November 2015. My colleagues and I would like to thank Wolfram for his work as Chairman of the Committee, and for his support and assistance in ensuring a smooth handover of the role to me. Wolfram continues as a member of the Committee for the time being. During the year, the Audit Committee met 6 times and reviewed the Annual Report and associated preliminary year end results, focusing on key areas of judgement and complexity and accounting policies. In addition to our half-yearly financial reporting cycle we have also considered financial statements produced in connection with specific projects on two occasions and recommended their approval to the Board. We have also been working to address the new requirements of the Governance Code relating to risk management, going concern and the new longer-term viability statement. In particular, we have been involved in designing and approving a process to support the viability statement including sensitivity analysis and stress testing. Our viability statement is set out in the Strategic Report on page 40. The internal control and risk management procedures at Ferrexpo are set out later in this report and the main risks themselves on page 32 of the Strategic Report. Throughout the year, the Committee has robustly assessed the principal risks facing the business (especially those relating to solvency and liquidity), and, has also, in conjunction with the Board, examined carefully the risks and assumptions underlying the Viability Statement on page 40. The significant issues and judgements considered by the Committee in respect of the 2015 Annual Report are set out below. These include the matters relating to risks disclosed in the external auditor’s report and cover the impact on the Going Concern Assessment of the falling iron ore price, the insolvency of Bank F&C; the preparation of the first Viability Statement; the reporting of Related Party Transactions; and the allocation and control of community support donations. Some of the issues addressed in 2014 and reported on in the 2014 Corporate Governance Report were reviewed again, including Ukrainian VAT receivable and the likely timing of its FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015CORPORATE GOVERNANCE 64 CORPORATE GOVERNANCE CONTINUED Membership and Meetings The Audit Committee currently comprises four independent Non-executive Directors, Mary Reilly (Chairman of the Committee), Oliver Baring, Wolfram Kuoni and Ihor Mitiukov. All members of the Audit Committee are considered to possess appropriate knowledge and skills relevant to the activities of the Group, and Mary Reilly is considered to have recent and relevant financial experience due to her career as an audit partner with Deloitte LLP, and her experience as a member of the audit committees of other companies. The Audit Committee met on six occasions during 2015. Four of these were scheduled meetings, and two were ad-hoc meetings convened to consider accounting figures produced for specific projects (see Activity during 2015 below). The attendance record of the Committee members is shown in the table on page 60. In addition to its members, other individuals and external advisers, and the Chairman of the Board, may be invited to attend meetings of the Committee at the request of the Committee Chairman. The Committee regularly meets the external auditors at the end of its scheduled meetings, without Executive Directors or management being present. Activity During 2015 Key activities of the Audit Committee during 2015 are set out below. Date Matters discussed January (ad hoc) – Reviewed, with input from Ernst & Young, the external auditors, the accounting figures for the nine months ended 30 September 2014 to be included in the prospectus disclosures in respect of the Bond exchange offer, including the going concern assessment, and recommended their approval by the Board. March (scheduled) – Reviewed the Annual Report and financial statements for the year ended 31 December 2014 (and concluded that they were fair, balanced and understandable), and the draft preliminary announcement and recommended Board approval of: – Financial statements – Audit Committee Report – Internal controls disclosures – Going concern assessment – Reviewed Ernst & Young’s report on the 2014 financial statements and the management representation letter – Review of risk register – Audit Committee performance evaluation May (scheduled) – 2014 year end-review (including review of external audit process and Ernst & Young management letter) – Reviewed, with input from Ernst & Young, the accounting figures for the three months ended 31 March 2015 to be included in the prospectus disclosures in respect of the second Bond exchange offer, including the going concern assessment, and recommended their approval by the Board – Review of risk register – Internal audit update, including strategy review July (scheduled) – Review of half-year results, including – Discussed findings of Ernst & Young’s review of the results – Financial statements – Going Concern assessment – External auditor fees proposal – Internal audit update, including progress against internal audit plan, a report on the implementation of the Conflicts of Interest Policy, and a review of whistleblowing policy and arrangements – Review of risk register – Regulatory developments (including consideration of requirements for viability statement and reporting on payments to governments) FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015CORPORATE GOVERNANCE 65 Date Matters discussed November (ad hoc) – Reviewed, with input from Ernst & Young, the accounting figures for the nine months ended 30 September 2015 which had been prepared in connection with ongoing discussions with lenders in order to obtain a clear assessment of Ferrexpo’s position following the insolvency of Bank F&C, including the going concern assessment, and recommended their approval by the Board. November (scheduled) – 2015 year-end planning – Review of Ernst & Young planning report – Consideration of process to support viability statement – Review and approval of audit engagement letter – Internal audit update – Progress against internal audit plan for 2015, and approval of 2016 internal audit plan – Report on whistleblowing cases during 2015 – Assessment of external auditor effectiveness, independence and objectivity, review of policy on provision of non-audit services, and recommendation that Ernst & Young be proposed for reappointment at the 2016 AGM Significant issues considered in relation to the financial statements Issues Judgements/actions taken Impact on the Going Concern Assessment and Viability Statement of the falling iron ore price The insolvency of Bank F&C, its accounting treatment and disclosure The reporting of Related Party Transactions The process by which the funds comprised in community support donations were allocated and controlled Going Concern was reviewed formally several times during the period. The Viability Statement covers a 5-year period, the same as the Group’s mining plan; when reviewing it the Committee considered 5-year forecasts under various iron ore price scenarios and concluded that, even under a conservative scenario, Ferrexpo would remain viable (see Viability Statement on page 40). There are material uncertainties that may cast significant doubt on the Group’s ability to meet its debt amortisation obligations whilst maintaining the required level of liquidity in order to continue as a going concern. The Committee reviewed the accounting for, and presentation of, the impact of the insolvency of Bank F&C at the year end with input from management and the external auditors. The members of the Committee are also members of the Committee of Independent Directors, and were therefore involved in the regular monitoring of Related Party Transactions. Community support donations are included in Ferrexpo’s annual budget and are subject to challenge by the Board. The Audit Committee Chairman has reviewed the process for CSR donations, and robust policies are being developed which will come before the Committee in the first half of 2016 to improve the oversight of such expenditure. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015CORPORATE GOVERNANCE 66 CORPORATE GOVERNANCE CONTINUED Internal Control and Risk Management The Board has overall responsibility for the Group’s system of internal control, which includes risk management, and monitoring and reviewing its effectiveness. The system of internal control is designed to identify, evaluate and manage significant risks associated with the achievement of the Group’s objectives. Because of the limitations inherent in any system of internal control, this system is designed to meet the Group’s particular needs and the risks to which it is exposed, rather than eliminate risk altogether. Consequently it can only provide reasonable, and not absolute, assurance against material misstatement or loss. The day-to-day responsibility for managing risk and the maintenance of the Group’s system of internal control is collectively assumed by the Executive Committee. Key risk and control issues are reviewed regularly by the Executive Committee, Financial Risk Management Committee (“FMRC”) and Audit Committee. On behalf of the Board, the Executive Committee and FRMC have established a process for identifying, evaluating and managing the significant risks faced by the Group. This process was followed throughout 2015 and up to the date of approval of this Annual Report. The Group has also adopted a risk-based approach in establishing the Group’s system of internal control and in reviewing its effectiveness. To assist in managing key internal risks, it has established a number of Group- wide procedures, policies and standards and has set up a framework for reporting matters of significance. Key elements of the internal control and risk management system include: – Regular review of risk and identification of key risks at the Executive Committee which are reviewed by the Audit Committee and by the Board. – Since December 2014, an Executive Compliance Committee (“ECC”) (an executive sub-committee) has met regularly and is charged with ensuring compliance with laws, regulations, and ethical standards on behalf of the Executive Committee or Audit Committee, as appropriate. The ECC enquires into the ownership of potential suppliers deemed to be “high risk”; and oversees the management of conflicts of interests below Board level and general compliance activities (including under the UK Bribery Act 2010). – Clearly defined organisational and reporting structure and limits of authority for transaction and investment decisions, including any with related parties. – Clearly defined information and financial reporting systems, including regular forecasts and an annual budgeting process with reporting against key financial and operational milestones. – Investment appraisal underpinned by the budgetary process, where capital expenditure limits are applied to delegated authority limits. – An Investment Committee (an executive sub-committee) which meets regularly to approve capital expenditures within limits delegated, by the Executive Committee and the Board. – A budgetary process and authorisation levels to regulate capital expenditure. For expenditure beyond specified levels, detailed written proposals are submitted to the Investment and Executive Committees and then if necessary to the Board for approval. – The Financial Risk Management Committee (“FRMC”) (an executive sub-committee) reviews financial information and management accounts, and meets regularly. – Clearly defined treasury policy (details of which are given in the Note 31 to the financial statements on page 140) monitored and applied in accordance with pre-set limits for investment and management of the Group’s liquid resources including a separate treasury function. – Internal audit by an in-house auditor based in Ukraine (see below) who monitors, tests and improves internal controls operating within the Group at all levels and reports directly to the Chairman of the Audit Committee, and to the CFO for line management purposes. – A standard accounting manual is used by the finance teams throughout the Group, which ensures that information is gathered and presented in a consistent way that facilitates the production of the consolidated financial statements. – A framework of transaction and entity level controls to prevent and detect material error and loss. – Anti-fraud measures through an internal security department operating in the Group’s key operating subsidiaries. – A whistleblowing policy is in place under which staff may in confidence, via an independent, secure website, raise concerns about financial or other impropriety, which are followed up by Internal Audit and reported on to the Audit Committee. The Board, with assistance from the Audit Committee, regularly reviews the policies and procedures making up the internal control and risk management system, and the significant matters reported by the Executive Committee. The risk register, which includes details of the controls in place to manage and mitigate identified risks, is considered at every scheduled Board and Audit Committee meeting with specific risks discussed in detail as and when required. The Board has delegated its responsibility for reviewing the effectiveness of the internal control and risk management system to the Audit Committee. In making its assessment, the Audit Committee considers the reporting provided to it during the year in relation to internal control systems and procedures, including the risk register, and may request more detailed investigations into specific areas of concern if appropriate. In relation to Bank F&C, the Committee kept the situation under close review throughout the year in the context of risk management and the Going Concern assessment. Full details of the Group’s policy on risk and uncertainties are set out in Note 31 to the financial statements on pages 138-149. See also the Principal Risks section of the Strategic Report on pages 32 to 39. Internal Audit An internal audit function with a Group-wide remit has been established and operated during 2015. A new Head of Internal Audit with mining and international experience was appointed in May, the previous Head of Internal Audit having left the business in December 2014. The Head of Internal Audit reports directly to the Chairman of the Audit Committee and the CFO. An internal audit programme for 2015, approved by the Audit Committee, focused on production equipment repairs management, repair and maintenance, inventory management, and the procurement cycle at FPM, and a limited review of compliance in procurement at FYM which were the areas of risk identified by the risk reviews carried out on an ongoing basis by the Executive Committee and the Board. The Committee receives a report from the Head of Internal Audit at each scheduled meeting, and reviewed the progress of the internal audit plan with the auditors and the Head of Internal Audit periodically during the year. The reports include the Head of Internal Audit’s assessment of the operation and effectiveness of relevant elements of the Group’s internal control systems, and therefore form part of the Committee’s ongoing monitoring and assessment of such systems. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015CORPORATE GOVERNANCE 67 The Committee reviews at least annually the effectiveness of the internal audit function, and is satisfied, following its 2015 assessment, with the rigour of the audit projects and with management’s response to the Head of Internal Audit’s findings. An internal audit programme for 2016 was approved by the Audit Committee in November 2015. External Audit Auditor Independence and Assessment of Audit Process Effectiveness The Audit Committee and the Board place great emphasis on the independence and objectivity of the Group’s external auditors, Ernst & Young, when performing their role in the Group’s reporting to shareholders. The effectiveness of the audit process and the overall performance, independence and objectivity of the auditors are reviewed annually by the Audit Committee, taking into account the views of management, and the outcome of this review is relayed to the relevant partners of Ernst & Young. This review takes the form of an assessment (using a questionnaire) of the auditors’ performance under various headings: the robustness of the audit, the quality of delivery, and the calibre of the audit team. In assessing the effectiveness of the audit process in respect of the 2014 year end, the Committee also took note of the information regarding quality assurance processes contained in Ernst & Young’s 2015 report to the Committee on independence, and the outcome of the FRC’s Audit Quality Inspection of the firm, published in May 2015. The auditors also provide to the Audit Committee information about policies and processes for maintaining independence and monitoring compliance with relevant current requirements, including those regarding the rotation of audit partners and staff, the level of fees that the Group pays in proportion to the overall fee income of the firm, and other regulatory requirements. The Committee reviewed these arrangements during the year and believes that they are still appropriate. Non-audit Services The Audit Committee has approved separate policies in respect of the provision of non-audit services and employment of former employees of the auditors. These policies ensure that the external auditors are restricted to providing only those services which do not compromise their independence. The policy on the provision of non-audit services prohibits the use of the auditors for the provision of transaction or payroll accounting, outsourcing of internal audit and valuation of material financial statement amounts. Any assignment that is proposed to be given to the auditors above a value of US$500,000 must first be approved by the Audit Committee (which is routinely notified of all non-audit services). Fees for audit-related and non-audit-related services performed by the external auditors during 2015 are shown in Note 9 to the financial statements on page 114. The Committee is aware of the provisions of the EU regulations that will come into force in 2016, taking effect for Ferrexpo in 2017, relating to non-audit fees, including the prohibition on the provision of certain specified non-audit services by the external auditor and a cap on the non-audit fees that may be paid to the external auditor. The Committee will therefore review the Group’s policy on Non-Audit Services in early 2016 and make any necessary changes to ensure compliance with the EU regulations. Recommendation on Reappointment of Auditors & Audit Tender The Committee considered whether Ernst & Young should be proposed for reappointment by the shareholders at the 2016 Annual General Meeting, or whether the audit should be put out to tender as a matter of policy. Having conducted its annual review of the performance, independence and objectivity of the external auditor (described above), the Committee is satisfied that Ernst & Young continues to be independent and capable of conducting the external audit objectively and effectively. Taking into account their general satisfaction with the auditors, the Committee agreed to recommend to the Board that Ernst & Young should be proposed for reappointment for another year. Ernst & Young were appointed as auditors to the Company in June 2007 prior to the listing in London, and the Company’s audit partner rotated in 2012. Under EU regulations that will enter force in 2016, the Company will be required to put the external audit contract out to competitive tender in 2016 (for the audit of the 2017 accounts), and a change of audit firm will be required by not later than 2027. Financial Reporting The Board has asked the Committee to advise as to whether it considers the 2015 Annual Report and Accounts, taken as a whole, to be fair, balanced and understandable and that it provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy. In providing its advice, the Committee noted that the factual content of the Annual Report and Accounts has been carefully checked internally, and that the document has been reviewed by senior management in order to ensure consistency and overall balance. The Committee has also conducted its own detailed review of the disclosures in the Annual Report and Accounts taking into account its own knowledge of Ferrexpo’s strategy and performance, the consistency between different sections of the report, the accessibility of the structure and narrative of the report, and the use of key-performance indicators, and has also paid particular attention to the transparency and balance of the disclosures relating to Bank F&C, given its significance in 2015. The Committee is satisfied that, taken as a whole, the Annual Report and Accounts is fair, balanced and understandable and that it provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy and has advised the Board accordingly. The Committee has also advised the Board on the process which has been implemented in the year to support the new longer-term viability statement required under the Governance Code. The viability statement is set out in the Strategic Report on page 40 and a statement setting out the Board’s assessment of the Company as a going concern is contained in the Directors’ Report on page 84. Whistleblowing policy The Audit Committee is responsible for reviewing the Group’s whistleblowing arrangements, and receives regular reports from the Head of Internal Audit which detail any new whistleblowing incidents and, where appropriate, steps taken to investigate such incidents. In 2015 the Committee reviewed the Group’s Whistleblowing Policy which formalises the arrangements that have been followed in the past, and will continue to keep the policy under review. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015CORPORATE GOVERNANCE 68 CORPORATE GOVERNANCE CONTINUED RELATIONS WITH SHAREHOLDERS The Chairman is responsible for ensuring that the views of shareholders are communicated to the Board as a whole, and reports on his discussions with shareholders as part of the standard agenda for scheduled Board meetings. Information about the views of major investors is provided to the Board on a regular basis by the CEO, the CFO and the Head of Investor Relations. J.P. Morgan Cazenove, the Group’s brokers, also provide regular reports to the Board on changes to the shareholdings of the Group’s major investors. The Executive Directors and other senior executives maintain appropriate contact with institutional shareholders on a range of issues affecting the Group’s performance, and meet with institutional investors and analysts following the announcement and presentation of the annual and interim results. The Chairman, the CEO, the CFO, and the Head of Investor Relations meet major shareholders and analysts regularly to discuss performance, strategy and governance, and the Senior Independent Director and other Non-executive Directors are available for discussions with shareholders if required. New Directors are encouraged to meet with major shareholders shortly after their appointment, and Mary Reilly and David Frauman met representatives of CERCL Holdings Limited (a significant shareholder) following their appointment as Non-executive Directors during 2015. The Board uses the Annual General Meeting (“AGM”) each year to communicate with shareholders and welcomes their participation. The Chairmen of the Audit, Remuneration and Nominations Committees normally attend the AGMs and are ready to answer questions from shareholders, as required. Notice of the AGM and related papers are sent to shareholders at least 20 working days before the meeting. The voting results of the AGM are available on the Company’s website following the meeting. Information on matters of interest to investors can be found on the Group’s website at www.ferrexpo.com. The Board approved this report on 9 March 2016. Michael Abrahams Chairman FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015CORPORATE GOVERNANCE 69 The remuneration of Mr Zhevago and Mr Mawe (the “Executive Directors”) is disclosed in local currency and allows year-on- year comparison, uninfluenced by exchange rate fluctuations on notional conversion into US Dollars. Mr Mawe’s (the ‘CFO’) salary is unchanged for the year commencing 1 January 2016. No significant changes were made to the implementation of the remuneration policy during the year, The Committee is reviewing executive incentive arrangements in light of changes to the UK Corporate Governance Code requiring the inclusion of malus and clawback provisions, with a view to proposing any changes to the remuneration policy at the time of its next formal approval at the 2017 AGM. As stated above, it is in the interests of shareholders to align the incentives of the executives and the shareholders, and the Board continues to review the structure and level of remuneration afforded through share-based incentives and ownership in relation to variable and fixed pay. Miklos Salamon Chairman of the Remuneration Committee REMUNERATION REPORT A Statement to Shareholders from the Chairman of the Remuneration Committee1 On behalf of the Board, I am pleased to introduce the Directors’ Remuneration Report for the year ended 31 December 2015, and the first following my appointment as Remuneration Committee Chairman in November 2015. I would like to thank my predecessor, Oliver Baring, and the rest of the Committee for their work during the year. As in recent years, this report is split into two distinct sections. The first (Part A), which is not subject to audit, sets out Ferrexpo’s remuneration policy for Executive and Non-executive Directors which was approved by shareholders at the 2014 AGM, and is reproduced in full for ease of reference and in order to provide context to the decisions taken by the Committee during the year. The second (Part B) reviews how the Company’s remuneration policy was implemented in 2015, and will be subject to an advisory vote at the forthcoming AGM. The sections subject to audit are highlighted throughout. In 2015, the benchmark price of iron ore declined on average by 42% while circumstances in Ukraine, the Group’s principal country of operation, continued to be challenging. However, against this backdrop, the Company remained focused on its core strengths and responded to the difficult circumstances with a strong operational performance, increasing the volume and quality of production to record levels, reducing costs and increasing sales volumes as it further developed its customer base. These actions helped to offset some of the impact of the lower iron ore price environment. The Committee believes that this performance is fairly reflected in executive remuneration outcomes for the year, as set out in this report and taking into consideration the specific arrangements regarding Mr Zhevago (the ‘CEO’) outlined below. It is the policy of the Board to align executive and shareholder interests by linking a high proportion of remuneration to performance, basing rewards on a balanced portfolio of performance measures, and assessing them against the relevant market so as to ensure that they attract, motivate and retain talented executives. The CEO’s incentive is derived entirely from his shareholding in the Company, and his salary is paid at a flat rate of US$240,000 per year all of which is donated to charity. The Board considers this large shareholding in the business to be a significant factor in aligning the performance of the CEO with other shareholders’ interests, and is satisfied that this structure is appropriate. 1 This Report has been prepared by the Remuneration Committee (the “Committee”) on behalf of the Board in accordance with the requirements of the Listing Rules of the UK Listing Authority, Schedule 8 of the Large and Medium- Sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 and the UK Corporate Governance Code. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015CORPORATE GOVERNANCE 70 REMUNERATION REPORT CONTINUED PART A: POLICY SECTION Committee Terms of reference for the Committee have been approved by the Board, and its duties include the determination of the policy for the remuneration of the Executive Directors and the members of the Executive Committee, as well as their specific remuneration packages, including pension rights and, where applicable, any compensation payments. In determining such policy, the Committee is expected to take into account all factors which it deems necessary to ensure that members of the senior executive management of the Group are provided with appropriate incentives to encourage strong performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Group. The composition of the Committee and its terms of reference comply with the provisions of the Corporate Governance Code and are available for inspection on the Group’s website at www.ferrexpo.com. Key Principles of the Remuneration Policy Ferrexpo’s remuneration policy is designed to help attract, motivate and retain talented executives to help drive the future growth and performance of the business. The policy aims to: – align executive and shareholder interests; – link a high proportion of remuneration to performance; – reward based on a balanced portfolio of performance measures (e.g. relative Total Shareholder Return (“TSR”) outperformance of sector peers, annual business priorities, financial and operational targets and individual performance); and – provide competitive rewards assessed against the relevant market to attract, motivate and retain talented executives. In determining the Company’s remuneration policy, the Committee takes into account the particular business context of the Group, the industry segment, the geography of its operations, the relevant talent market for each executive, the location of the executive and remuneration in that local market and best practice guidelines set by institutional shareholder bodies. The Committee will continue to give full consideration to the principles set out in the UK Corporate Governance Code in relation to Directors’ remuneration and to the guidance of investor relations bodies. This section of the report sets out the remuneration policy for Directors, which shareholders approved at the 2014 AGM. The report below is as disclosed in the 2013 Directors’ Remuneration Report save for the following minor changes: – References to financial years have been updated where appropriate. – Pay scenario charts have been updated to reflect 2016 salary levels. – External appointments table has been updated. Executive Director Policy Table This section of our report summarises the policy for each component of Executive Director remuneration, which has applied from the date of the 2014 AGM in respect of payments to both current and future Executive Directors (but see also “Remuneration policy for new appointments” below). The Chief Executive takes a salary of US$240,000 per year which is all paid to charity (net of applicable income taxes) with no performance related pay as described earlier in this report, and his incentive is derived entirely from his shareholding in the Company. The Board considers this large shareholding in the business to be a significant factor in aligning the performance of the CEO with other shareholders’ interests, and is satisfied that this structure is appropriate. At the current time, most of these policies below, other than those related to benefits and pensions, are therefore not applicable to the current CEO and apply exclusively at the current time to the CFO. The principles below are however also considered as a framework and applied where appropriate to the members of the Executive Committee. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015 71 Purpose and link to strategy Operation Opportunity Performance metrics Fixed Pay Base Salary To attract and retain talent by ensuring base salaries are competitive in the market in which the individual is employed. Pension To provide retirement benefits. Benefits Competitive in the market in which the individual is employed. Base salaries are reviewed annually, with reference to the individual’s role, experience and performance; business performance; salary levels for equivalent posts at relevant comparators; cost of living and inflation; and the range of salary increases applying across the Group. Base salary increases are applied in line with the outcome of the review which will not exceed 5% p.a. or if higher the applicable RPI in any year. Increases above this level may be applied where appropriate to reflect changes in the scale, scope and responsibility attaching to the role and market comparability. Executive Directors will as appropriate be offered membership of a scheme which complies with relevant legislation. Where necessary, additional pension entitlements will be provided. The employer contribution will be a percentage of pensionable salary and associated benefits (excluding variable pay) at a level that complies with local statutory requirements. Benefits are paid to comply with local statutory requirements and as applicable to attract or retain executives of a suitable calibre. They include life insurance, and medical insurance. Where appropriate, additional benefits may be offered including, but not limited to, allowances for accommodation, relocation, tax advice and legal advice. Benefits values vary by role and eligibility and cost are reviewed periodically. Increases to the existing benefits will not normally exceed applicable inflation. Increases above this level may be applied where appropriate to reflect changes in role, scope, location and responsibility. Business and, where relevant for current Executive Directors, individual performance are considerations in setting base salary. Not performance related. Not performance related. Maximum opportunity of 150% of salary. Performance related. Variable Pay Short-Term Incentive Plan (“STIP”) To focus management on delivery of annual business priorities which tie into the long-term strategic objectives of the business which include but are not limited to developing the reserve base, increasing production, reducing costs, reducing the risk profile of the business, expanding the customer portfolio, expanding geographically. Targets are set at the start of the year against which performance is measured. The Committee determines the extent to which these have been achieved. The Committee can exercise discretion to adjust the formulaic outcome within the limits of the plan for factors outside of management control where it believes the outcome is not truly reflective of performance or in line with overall Company performance. The STIP does not at present contain clawback provisions. Long-Term Incentive Plan (“LTIP”) To motivate participants to deliver appropriate longer term returns to shareholders by encouraging them to see themselves not just as managers, but as part-owners of the business. The LTIP framework was approved by shareholders at the 2008 AGM. To the extent that an LTIP award vests, this will include the applicable dividends on the shares earned during the vesting period. The LTIP does not at present contain clawback provisions. The LTIP provides for annual awards of performance shares and options up to an aggregate limit of 200% of salary in normal circumstances. This limit may be exceeded in exceptional circumstances but will not exceed 300% of salary. The threshold opportunity is 20% of maximum. Performance measures can include financial, non-financial and personal achievement criteria measured over one financial year. Details of the performance measures and weightings for the STIP in 2016 are set out in Part B under “STIP framework for 2016”. The Committee has discretion to make changes in future years to reflect the evolving nature of the strategic imperatives that may be facing the Company. Vesting of LTIP awards is subject to the Company’s relative TSR against a comparator group over a period of at least three years and continued employment. In addition, for any shares to vest, the Committee must be satisfied that the recorded TSR is a fair reflection of Ferrexpo’s underlying business performance. Details of the performance targets for the LTIP are set out in Part B under “LTIP granted in 2015”. The Committee reviews the LTIP performance conditions, in advance of granting each LTIP cycle. Over the life of this policy relative TSR will be retained as a performance measure and will have a weighting of at least 50%. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015CORPORATE GOVERNANCE 72 REMUNERATION REPORT CONTINUED PART A: POLICY SECTION CONTINUED Rationale for Performance Measures The STIP is based on performance categories that are key to delivering on our long-term strategy. Performance measures are set at the beginning of the financial year to reflect business priorities and other corporate objectives, and can include financial, non-financial and personal achievement criteria. Performance targets are set at such a level as to be stretching but achievable, with regard to the particular strategic priorities and economic environment in a given performance period. The STIP target is based on the annual budget approved by the Board. Where appropriate, the Committee sets a performance zone (Threshold to Stretch) around the Target, which it considers provides an appropriate degree of “stretch” challenge and an incentive to outperform. The Committee believes that using multiple targets for the purposes of the STIP provides for a balanced assessment of performance over the year. For the LTIP, the Committee believes that relative TSR is the most objective external measure of the Company’s success over the longer term. Relative TSR helps align the interests of Executive Directors with shareholders by incentivising share price growth and, in the Committee’s view, provides an objective measure of long-term success. The Committee has discretion to review the comparator index if any of the constituent companies is affected by corporate events such as mergers and acquisitions. The Committee also reviews the constituents and their weightings prior to the start of each LTIP cycle in order to ensure that they remain appropriate. Details of the comparator group will be set out in Part B of the Remuneration Report for the year immediately following the year in which the grant is made. With effect from the grant of 2010 LTIP awards (which vested in 2013), Executive Directors and members of the Executive Committee are encouraged, in line with the practice among FTSE listed companies, to build up a holding of shares of equivalent value to a year’s base salary (in the case of Executive Directors) or six months’ base salary (for other members of the Executive Committee). Executives are encouraged to retain their vested LTIP shares on an after-tax basis until the applicable guideline level is achieved. Remuneration of Senior Executives Below the Board The policy and practice with regard to the remuneration of senior executives below the Board is consistent with that of the Executive Directors. Senior executives participate in the LTIP with the same performance measures applied as for the CFO. Long-term incentive awards may be granted to participants below the Board without performance conditions, for example, if it is considered necessary to attract executives of the appropriate calibre. Payments Resulting from Existing Awards The Executive Director concerned is eligible to receive payment resulting from the vesting of any award made prior to the approval and implementation of the remuneration policy detailed in this report. Non-executive Director Policy Table This section of our report summarises the policy for each component of Non-executive Director remuneration. Purpose and link to strategy Operation Opportunity Performance metrics Fees To attract and retain talent by ensuring fees are market competitive and reflect the time commitment required of Non- executive Directors in different roles. Annual fee for the Chairman. Annual base fee for Non-executive Directors. Additional fees are paid to the Senior Independent Director and the Chairmen of the Committees as well as for representation on subsidiary Boards, where appropriate, to reflect additional responsibility. Non-executive Director fees increases are applied in line with the outcome of the review. The maximum aggregate fees, per annum, for all Non-executive Directors allowed by the Company’s Articles of Association is £5,000,000. Not performance related. Fees are reviewed from time to time, taking into account the time commitment, responsibilities, and fees paid by comparable companies, and also taking into consideration geography and risk profile. Additional fees may be payable to Non-executive Directors in exceptional circumstances, e.g. if there is a material increase in time commitment. Non-executive Directors are not eligible to participate in any incentive plans, or receive benefits or any additional elements of remuneration to that stated above. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015 73 Pay-for-Performance: Scenario Analysis The CEO does not participate in any incentive plan, for the reasons stated in the introduction to this report. Under all scenarios, therefore, his remuneration, which is donated to charity, remains as set out in Section B of this report. For the CFO who is the remaining Executive Director, the graph below provides estimates of the potential future reward opportunity and the potential split between the different elements of remuneration under three different performance scenarios; “Below threshold”, “Target” and “Maximum”. CFO (CHF000s) Maximum Target Below threshold 0 Fixed STIP LTIP 49% 7% 2,019 41% 2% 1,574 44% 57% 100% 892 500 1000 1500 2000 2500 In illustrating potential reward opportunities the following assumptions have been made: Scenario STIP LTIP Fixed pay Maximum Maximum STIP (150% of salary) Performance warrants full vesting1 Target On target STIP (100% of salary) Performance warrants threshold vesting (20%)1 Below threshold No STIP payable Threshold not achieved (nil) Base salary, pension, and benefits as at 1 January 2016 1 Excludes increase in value arising from share price growth. Potential reward opportunities illustrated above are based on the policy and current practice, applied to the base salary in force at 1 January 2016. For the STIP, the amounts illustrated for the CFO are those potentially receivable in respect of performance for 2016. For the LTIP, awards do not normally vest until the end of three years following the beginning of the year in which they were granted. The LTIP award opportunity for the CFO above, is assumed to be of similar monetary value as in 2015. However, it should be noted that the Committee reviews the efficacy of the LTIP prior to grant each year which could affect the LTIP awards made to the CFO in 2016. Remuneration Policy for New Appointments The Committee’s approach to setting remuneration for new Executive Directors is to ensure that the Company’s pay arrangements are in the best interests of Ferrexpo and its shareholders. To do this, the Company takes into account internal pay levels, the external market, location of the executive and remuneration received at the previous employer. The Committee reserves discretion to offer appropriate pension and benefit arrangements, which may include the continuation of benefits received in a previous role. Variable pay awards (excluding any potential “buy-out” awards, described below) for a newly appointed Executive Director will be as described in the policy table, subject to the same maximum opportunities. Different performance measures may be set initially for the STIP and LTIP awards, taking into account the responsibilities of the individual, and the point in the financial year at which he or she joined, and subject to the rules of the plan. The rationale will be clearly explained in each case. In addition, the Committee may make an award in respect of a new appointment to “buy out” existing incentive awards forfeited on leaving a previous employer. In such cases the compensatory award would typically be on a like-for-like basis with similar time to vesting, performance measures and likelihood of the targets being met. The fair value of the buy-out award would not be greater than the awards being replaced. To facilitate such a buy-out the Committee may grant a bespoke award under the Listing Rules exemption available for this purpose. In cases of appointing a new Executive Director by way of internal promotion, the Group will honour any contractual commitments made prior to his or her promotion to Executive Director. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015CORPORATE GOVERNANCE 74 REMUNERATION REPORT CONTINUED PART A: POLICY SECTION CONTINUED In every case, the Board will pay both the appropriate but also the necessary rate of pay to attract an executive who in the view of the Board will contribute to shareholder value. The approach to setting Non-executive Director fees on appointment is in line with the approach taken for the fee review set out in the Non-executive Director policy table earlier in this report, and will also take into account fee levels for existing Non-executive Directors. Details of Executive Directors’ Service Contracts The Executive Directors are employed under contracts of employment with Ferrexpo AG, a Group company (the “employer”). The Committee sets notice periods for the Executive Directors at 12 months or less, which reduces the likelihood of having to pay excessive compensation in the event of poor performance. The principal terms of the Executive Directors’ service contracts (which have no fixed term) not otherwise set out in this report are as follows: save in circumstances justifying summary termination, Mr Zhevago’s service contract with the employer is terminable on not less than six months’ notice to be given by the employer or by Mr Zhevago, and Mr Mawe’s service contract with the employer is terminable on not less than twelve months’ notice to be given by the employer or not less than six months’ notice to be given by Mr Mawe. Executive Director K Zhevago C Mawe Position CEO CFO Notice period Date of contract From employer From employee 1 November 2008 6 months 6 months 7 January 2008 12 months 6 months Under the service contracts, the Executive Directors are entitled to 25 working days’ paid holiday per year. The Executive Directors’ service contracts contain a provision exercisable at the option of the employer to pay an amount on early termination of employment equal to the respective notice period. If the employer elects to make such a payment (which in practice it will do if the speed and certainty afforded by this provision are thought to be in the best interests of shareholders), the Executive Director will be entitled under his contract to receive all components of his base salary, accrued but untaken holiday and expenses for the extent of the notice period, including for Mr Mawe a pro-rated performance-related payment under the STIP (where the employer terminates employment), which reflects the practice in the Group at the time when Mr Mawe was appointed. Mr Mawe’s entitlement to a pro-rated performance-related payment where the employer terminates his employment will not be replicated in the service contracts of future Executive Directors. In addition to the contractual rights to a payment on loss of office, any employee including the Executive Directors may have additional statutory and/or common law rights to certain additional payments, for example in a redundancy situation. Policy for Loss of Office Payments The following principles apply when determining payments for loss of office for the Executive Directors and any new Executive Directors. The employer will take account of all relevant circumstances on a case by case basis including (but not limited to): the sums stipulated in the service contract (including base salary during his or her notice period, accrued but untaken holiday, and allowances/benefits but excluding STIP, save in the case of Mr Mawe); whether the Executive Director has presided over an orderly handover; the contribution of the Executive Director to the success of the Company during his or her tenure; and the need to compromise any claims that the Executive Director may have. The Company may, for example, if the Committee considers it to be necessary: – enter into agreements with Executive Directors which may include the provision of legal fees or the settlement of liabilities in return for a single one-off payment or subsequent payments subject to appropriate conditions; – terminate employment other than in accordance with the terms of the contract (bearing in mind the potential consequences of doing so); or – enter into new arrangements with the departing Executive Director (for example, consultancy arrangements). If the individual is considered a “good” leaver (e.g. for reasons of death, ill-health, injury or disability; his employing company ceasing to be a member of the Group; the business (or part) of the business in which he is employed being transferred to a transferee which is not a member of the Group; or any other reason which the Committee in its absolute discretion permits) any outstanding LTIP awards will be pro-rated for time and performance conditions will be measured. The Committee retains discretion to alter these provisions (as permitted by the relevant plan rules) on a case-by-case basis following a review of circumstances, in order to ensure fairness to both shareholders and participants. In considering the exercise of discretion as set out above, the Committee will take into account all relevant circumstances which it considers are in the best interests of the Company for example, ensuring an orderly handover, performance of the executive during his tenure as Director, performance of the Company as a whole and perception of the payment amongst the shareholders, general public and employee base. In the event of a change of control, the vesting period under the LTIP ends and awards may be exercised or released to the extent to which the performance conditions have, in the Committee’s opinion, been achieved up to that time. Pro-rating for time applies but the Committee has discretion to allow awards to be exercised or released to a greater or lesser extent if it considers it appropriate having regard to the circumstances of the transaction and the Company’s performance up to the date of the transaction. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015 75 It is the Committee’s policy to review contractual arrangements prior to new appointments in the light of developments in best practice. The Executive Directors’ service contracts are available to view at the Company’s registered office. External Appointments It is the Board’s policy to allow the Executive Directors to accept directorships of other quoted companies, provided that they have obtained the consent of both the Chairman of the Board and which should be notified to the Board. No external directorships of quoted companies are currently held by Executive Directors. Details of Non-executive Directors’ Letters of Appointment The Chairman and Non-executive Directors have each entered into a letter of appointment with the Company. The Non-executive Directors are each appointed for an initial period of three years, and their appointments may then be renewed on a three-yearly basis, subject to re-election when appropriate by the Company in general meeting; in 2011 the Company adopted the practice of annual re-election of all Non-executive Directors. Neither the Company nor the Director concerned may give less than three months’ notice of termination of the appointment, except in the case Mr Frauman where termination may be at one month’s notice by either side in order to be consistent with the terms of his consultancy agreement (see below). The key terms of current letters of appointment are as follows: Non-executive Director M Abrahams O Baring W Kuoni I Mitiukov M Salamon B Nacken M Reilly D Frauman1 Position Chairman Date of appointment 14 June 2007 Non-executive Director 1 December 2007 Non-executive Director Non-executive Director Non-executive Director Non-executive Director Non-executive Director 14 June 2007 14 June 2007 27 March 2009 1 August 2014 27 May 2015 Non-executive Director 26 October 2015 Date of re-election Annual re-election Annual re-election Annual re-election Annual re-election Annual re-election Annual re-election Annual re-election Annual re-election 1 David Frauman additionally has an agreement with the Company to provide financial restructuring consultancy services for an initial period of 11 months from 26 October 2015, at a fee of £31,833 per month, terminable on one month’s notice by either side. Employee Context In making remuneration decisions, the Committee also considers the pay and employment conditions throughout the Group. Prior to the annual pay review and throughout the year, the Committee receives reports from the CEO setting out the circumstances surrounding, and potential changes to, broader employee pay. The CEO consults as appropriate with key employees and the relevant professionals throughout the Group. This forms part of the basis for determining increases in Executive Director and senior executive remuneration which also takes into consideration factors detailed earlier in this report. Consideration of Shareholder Views The Committee takes into consideration views expressed by shareholders regarding remuneration, either at the AGM, one-to-one or group meetings and shareholder events or otherwise by considering these views at the relevant Committee meetings which are subsequently reported to and if appropriate considered by the Board as a whole. The Committee takes shareholder feedback into careful consideration when reviewing remuneration and regularly reviews the Directors’ remuneration policy in the context of key institutional shareholder guidelines and best practice. It is the Committee’s policy to consult with major shareholders prior to making any major changes to its executive remuneration structure. Details of shareholder consultations carried out during the year are included below in Part B of this Remuneration Report. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015CORPORATE GOVERNANCE 76 REMUNERATION REPORT CONTINUED PART B: REMUNERATION IN 2015 The following section provides details of how the remuneration policy was implemented during the year. Committee Membership in 2015 The Committee comprises four independent Non-executive Directors. Oliver Baring was the Chairman of the Committee until the end of October 2015 when he was succeeded by Miklos Salamon. The other members are Wolfram Kuoni, Oliver Baring and Bert Nacken. The Committee met three times during the year. Attendance at meetings by individual members is detailed in the UK Corporate Governance Report on page 60. A summary of the topics discussed at meetings in 2015 is detailed below: – Review of remuneration of Executive Directors and members of the Executive Committee, including salaries, STIP and LTIP policy, and the future adoption of potential recovery provisions in relation to incentive arrangements – Review of incentive outcomes – Review of feedback from 2015 AGM voting season – Review of general market considerations surrounding executive remuneration packages and structure – Performance evaluation of the Committee The CEO and the Group Head of Human Resources usually attend meetings of the Committee at the invitation of the Chairman of the Committee, and the Company Secretary acts as secretary to the Committee. No Director is present when his own remuneration is being discussed. Advisers The Committee retains Kepler, a brand of Mercer, to provide advice on remuneration policy, with particular emphasis on the structure of long-term incentives for senior management and the provision of annual benchmark reports on executive and non-executive remuneration. Kepler is a member of the Remuneration Consultants Group and adheres to its code of conduct. To help ensure a consistent approach to remuneration across the Group, Kepler also provided advice to the Company in respect of matters relating to the remuneration of other employees. Other than remuneration advice, no other services were provided by Kepler. Kepler’s parent company, Mercer, advised the Group on international healthcare plans. The fees paid to Kepler in respect of work carried out for the Committee in 2015 totalled £26,500 based on time and materials. The Committee evaluates the support provided by its advisers periodically and is satisfied that Kepler provide independent and objective remuneration advice to the Committee and does not have any connections with Ferrexpo which may impair its independence. The CEO and the Group Head of Human Resources provide guidance to the Committee on remuneration packages of senior executives employed by the Group (but not in respect of their own remuneration). Single Total Figure of Remuneration – Audited The table below sets out in a single figure for each currency of payment the total remuneration received by each Executive Director for the year ending 31 December 2015 and the prior year. All figures shown in currency of payment 1 Salary 2 Benefits 3 STIP 4 LTIP 5 Pension Total K Zhevago (CEO) 2015 2014 C Mawe (CFO) 2015 US$ 240,000 US$ 240,000 US$ nil US$ nil – – – – CHF 651,525 CHF 167,790 CHF 713,202 £nil 2014 CHF 651,525 CHF 167,790 CHF 752,518 £nil CHF 3,816 CHF 2,904 CHF 72,689 CHF 58,589 US$ 240,000 plus CHF 3,816 US$ 240,000 plus CHF 2,904 CHF 1,605,206 – CHF 1,630,422 – 6 Total (single currency) US$ 243,964 US$ 243,173 CHF 1,605,206 CHF 1,630,422 The figures have been calculated as follows: 1 Base salary: amount earned for the year. 2 Benefits: the taxable value of benefits received in the year (accommodation allowance). 3 STIP: this is the total bonus earned on performance during the year. Further details are provided on pages 71, 73, 78 and 79. 4 LTIP: the market value of shares that vested on performance to 31 December of the relevant year (2015: nil vested on performance; 2014: nil vested on performance). The market value is based on the share price on the date of vesting: 31 December 2015 of 21.5 pence. Further details are provided on pages 71, 73 and 79 to 80. 5 Pension: Valued in accordance with sections 230 to 232 of the Finance Act 2004 for cash balance arrangement schemes. Other formulae (such as 20 times the increase in the value of accrued benefit over the year) are not considered appropriate since this is not a classic Defined Benefit scheme (see “Pensions and other Benefits” below), and for expatriate staff the pension is repaid as a lump sum on leaving the country. 6 Average exchange rates: 2015 – US$1 = CHF0.963, CHF1 = £0.680; 2014 – US$1 = CHF0.915, CHF1 = £0.663, GBP1 = US$1.529 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015 77 The table below sets out in a single figure for each currency of payment the total remuneration received by each Non-executive Director for the year ending 31 December 2015 and the prior year. All figures shown in currency of payment, US$000 Fees Total M Abrahams O Baring1 M Reilly2 W Kuoni3 I Mitiukov M Salamon4 B Nacken5 D Frauman6 2015 500 500 2014 500 500 2015 243 243 2014 227 227 2015 100 100 2014 – – 2015 258 258 2014 265 265 2015 150 150 2014 150 150 2015 157 157 2014 150 150 2015 150 150 2014 2015 2014 62.5 62.5 136 136 – – 1 Oliver Baring receives a fee of US$150,000 p.a. as a Non-executive Director and additional fee of US$60,000 p.a. in total for his roles as Senior Independent Director, Chairman of the Nominations Committee and Chairman of the Committee of Independent Directors. He received a time pro-rated additional fee of US$40,000 p.a. for his role as Chairman of the Remuneration Committee until 31 October 2015. 2 Mary Reilly joined the Board on 27 May 2015 and received a time pro-rated additional fee of US$40,000 p.a. for her role as Chairman of the Audit Committee since appointment on 1 November 2015. 3 Wolfram Kuoni receives a fee of US$150,000 p.a. as a Non-executive Director and additional fees of US$40,000 p.a. for his role as Chairman of the Audit Committee until 31 October 2015 and US$75,000 for his role as a Non-executive Director and as Chairman of Ferrexpo AG. 4 Miklos Salamon received a time pro-rated additional fee of US$40,000 p.a. for his role as Chairman of the Remuneration Committee since appointment on 1 November 2015. 5 Bert Nacken joined the Board on 1 August 2014. 6 David Frauman joined the Board on 26 October 2015; he also provides consultancy services to the Company, and received fees in relation to this of £70,900 in 2015. Implementation of Remuneration Policy Salary Base salaries are reviewed annually, with reference to the individual’s role, experience and performance; business performance; salary levels at relevant comparators; and the range of salary increases applying across the Group. During the year the Committee considered pay levels against international mining comparators and other FTSE-listed companies of similar size with executives based in similar geographic locations. Following this review the Committee decided not to increase salaries in 2016. Mr Zhevago’s salary, which he donates to Ukrainian charities, also remained unchanged at US$240,000. Executive Director K Zhevago C Mawe Position CEO CFO Base salary at: 1 January 2016 1 January 2015 US$240,000 CHF651,525 US$240,000 CHF651,525 Increase 0% 0% Pensions and Other Benefits – Audited The Group does not operate a separate pension scheme for Executive Directors. Mr Mawe and Mr Zhevago are members of the Ferrexpo AG pension plan which is a mandatory insurance scheme under Swiss law, provided for all employees of Ferrexpo AG, to which the Company contributes an average of 6% of their annual base salaries. K Zhevago C Mawe Increase in value for 2015 less Director’s contribution (CHF000) Total cash value at end of 2015 (CHF000) 4 73 37 557 Normal retirement date 7.1.39 31.1.27 No additional benefit is receivable should an Executive Director retire early. Mr Zhevago is entitled to, but in 2015 made no claim in respect of, furnished accommodation in Switzerland (and elsewhere in Europe if necessary for the performance of his duties), and up to US$5,000 for professional tax advice. Ferrexpo AG provides Mr Mawe with CHF167,790 of accommodation allowance per annum which is subject to periodic review in line with CPI inflation. Pension and other benefits will operate as set out in the Executive Director Remuneration Policy set out earlier in the report. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015CORPORATE GOVERNANCE 78 REMUNERATION REPORT CONTINUED PART B: REMUNERATION IN 2015 CONTINUED 2015 STIP Outcome – Audited The Company, as a single product producer of iron ore pellets with a focused customer portfolio, sets its performance targets to ensure that the CFO and senior executives are motivated to enhance shareholder value in the short term but also in the long-term. Key performance targets for 2015 were set at the start of the year for the CFO and senior executives and were weighted to reflect the contribution of the individual to the achievement of that target. Targets during the year related to financial performance, operational performance, safety (behavioural safety initiatives and improvements in lost-time accident statistics), and cost improvement activities, as well as personal targets relating to operational and financial management objectives. In last year’s report detailed targets and objectives were not disclosed as they were considered to be commercially sensitive at that time. We indicated that retrospective disclosure of these targets would be given in this year’s report where this is no longer the case, and this is included in the table below. Financial and operational targets were normalised, as in previous years, to take account of market and raw material cost price developments and mining plans as appropriate, to the extent that these were not under the direct control of management. The level of achievement against each of the targets for FY2015 as determined by the Committee for the CFO is summarised below. KPI Measures/target Weighting for CFO % Target 100% Scorecard outcome Financial EBITDA (US$ M) NOPAT (US$ M) CSR and safety Critical safety standards/CSR programme (%implemented) Zero fatalities /LTIFR1 (improvement %) Production Processed volume 65%+ (% tonnes) Pellet production (M tonnes) Operating costs (US$/t) Sales and Marketing Logistics cost (US$/t) 12.5% 5.0% 5.0% 5.0% 5.0% 2.5% 7.5% 5.0% 360 75 100 1.0 82 11.4 44 11.5 313 141 50 1.1 88 11.3 32.6 9.8 Max as a % of Salary Bonus awarded as a % of salary Assessment Between threshold and target Stretch Threshold Target Above target Below target 18.8% 7.5% 7.5% 7.5% 7.5% 3.8% Above stretch 11.3% Above stretch 7.5% 6.7% 7.5% 2.5% 5.0% 5.8% 1.3% 11.3% 7.5% Sales (M tonnes) 5.0% 11.4 11.3 Between threshold and target 7.5% 3.8% Strategic initiatives (hours) Mobile equipment cost reduction Supply chain cost reduction (% cost reduction) 5.0% 2.5% 5.7 7.5 6.6 Above stretch 7.5% 7.5% 8.5 Above target 3.8% 2.8% Personal and governance Total Core objectives related to a number of projects, most notably the management of the Group’s debt amortisation profile 40.0% 100% 1 LTIFR – number of work-related lost time injuries per million man hours (not including contractors). Judgment against personal objectives set by the Committee Above target 60.0% 48.3% 150% 109.5% Target STIP opportunity (as a percentage of salary) may be varied as appropriate to take account of changes in role, responsibility or scope. No payment is made under the STIP if performance is below threshold. For the CFO, threshold performance earns a bonus of 50% of salary, on-target performance 100%, and stretch performance 150%. The Committee considered the CFO’s personal performance, as well as Financial, Production, CSR and Safety, Sales and Marketing and the achievement of cost reduction targets during 2015. Taking into account his overall performance and achievement of specific personal targets relating to the management of the Group’s debt amortisation profile, the Committee awarded a bonus of 109.5% of salary to the CFO. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015 79 STIP Framework for 2016 The STIP framework for 2016 is in line with the principles of the Remuneration Policy and 2015 framework. Financial and Operational targets, including cost reduction measures and personal KPIs continue to be set as in previous years. Mr Mawe’s 2016 STIP opportunity is 150% for maximum performance, and 100% of salary for target performance. The measures and weightings for the STIP in 2016 are shown in the table below. Due to commercial sensitivity, details of performance targets will be disclosed retrospectively and in certain instances will be aggregated. The CEO does not participate in the STIP. KPI Financial (EBITDA, NOPAT) Operational (Production, sales volume) CSR and safety Cost reduction initiatives Personal Total Weighting for CFO 17.5% 25.0% 10.0% 7.5% 40.0% 100% 2013 LTIP Award Vesting – Audited The performance period for the 2013 LTIP awards ended on 31 December 2015. The 2013 LTIP rewarded TSR outperformance of a tailored comparator group, as set out on page 80. Under the 2013 LTIP, 20% of maximum vests for TSR performance in line with the Index, with full vesting for TSR outperformance of 8% p.a. The constituents of the comparator group are set out on page 80. Ferrexpo’s TSR performance relative to the weighted index was assessed by Kepler. From 1 January 2013 to 31 December 2015, Ferrexpo underperformed Index TSR resulting in 0% of the 2013 LTIP awards vesting. LTIP Granted in 2015 – Audited The 2015 LTIP grant to Mr Mawe is outlined below. C Mawe 21.04.15 135,000 £101,9131 23%1 20% 31.12.17 1 Based on average share price for the last three months of 2014, 75 pence and average exchange rate of CHF1 = £0.680. Date of grant Number of shares Face value (£) Face value (% salary) Vesting for minimum performance (% of maximum) End of performance period FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015CORPORATE GOVERNANCE 80 REMUNERATION REPORT CONTINUED PART B: REMUNERATION IN 2015 CONTINUED The constituents of the Index for the last three cycles are summarised in the table below: Focused iron ore miners African Minerals Assore Atlas Iron Cliffs Fortescue Metals Kumba Iron Ore MMX Mineracao Mount Gibson Northern Iron Weighting 2013 40% 2014 50% 20151 60% Global diversified miners Weighting 50% 50% 40% Anglo American BHP Billiton Rio Tinto Vale Xstrata/Glencore2 Single commodity/emerging market miners3 Weighting 10% 10% 10% 1 The Committee reviewed the constituents of the comparator index and their weightings prior to the grant of 2015 LTIP awards and decided to increase the weighting on the focused iron ore miners from 50% to 60% by dropping the single commodity/emerging market miners component from the comparator group, increasing the weighting on our closest comparators to improve the relevance of the benchmark and aid simplicity. 2 Glencore replaced Xstrata from 2014. 3 Single commodity/emerging market miners include: African Rainbow Minerals, Alcoa, Alumina, Aluminium Corp of China, Antofagasta, Boliden, Eramet, ENRC (2013 LTIP only), First Quantum Minerals, Freeport McMoRan, Industrias Penoles, Katanga Mining, Kazakhmys, KGHM Polska Miedz, Lundin Mining, Norilsk, OZ Minerals, Peabody Energy, Teck Cominco, Vedanta Resources. TSR is calculated on a common currency basis to ensure that comparisons with international comparators listed overseas are fair, with a TSR share price averaging period of six months to help improve the comparison of the management long-term incentive in relation to potential short-term movements in Ferrexpo’s share price or the share price of comparator companies. No performance shares will vest if Ferrexpo’s TSR underperforms the comparator index. 20% will vest if Ferrexpo’s TSR is equal to Index TSR; full vesting will occur only if Ferrexpo’s TSR exceeds the Index by at least 8% p.a.; there will be straight-line pro rata vesting in between those points. In addition, for any shares to vest, the Committee must be satisfied that the recorded TSR is a fair reflection of Ferrexpo’s underlying business performance. Dividends accrue on performance shares over the vesting period and are paid on shares that vest. LTIP Framework for 2016 This Directors Remuneration Report is published prior to the grant date of awards under the LTIP, which are normally made in April. In advance of grant, the Committee will review the efficacy of the LTIP to ensure that it remains relevant. Details of awards made in 2016 will be set out in the next year’s Annual Report on remuneration. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015 81 Non-executive Directors (including the Chairman) The Non-executive Directors’ fees are reviewed each year in light of the time commitment and level of involvement that Non-executive Directors are required to devote to the activities of the Board and its Committees, market practice, and surveys by Kepler. Fees payable for 2016 are unchanged from 2015 and as follows: Role Chairman fee Non-executive Director base fee Committee Chairman fee Senior Independent Director fee Directors’ Shareholdings – Audited Total interests of the Directors in office (and connected persons) as at 31 December 2015: K Zhevago1 C Mawe M Abrahams O Baring W Kuoni I Mitiukov M Salamon B Nacken M Reilly D Frauman Annual fee US$500,000 US$150,000 US$40,000 US$60,000 At 31 December 2015 At 31 December 2014 296,077,944 296,077,944 238,217 57,417 20,130 34,026 37,679 100,000 20,000 0 0 235,510 52,190 20,130 30,928 34,249 100,000 0 – – 1 Mr Zhevago is interested in these shares as a beneficiary of the Minco Trust, which is the ultimate shareholder of Fevamotinico S.a.r.l., which owns 296,077,944 shares in the Company. Executive Directors and members of the Executive Committee are encouraged to build up a holding of shares of equivalent value to a year’s salary (in the case of Executive Directors) or six months’ salary (for other members of the Executive Committee). Executives will be encouraged to retain their vested LTIP shares on an after tax basis until the applicable guideline level is achieved. As at 9 March 2016, being a date not more than one month prior to the date of notice of AGM, the Executive Directors’ shareholdings are as follows: K Zhevago C Mawe Shareholding requirement (% salary) Owned outright Subject to performance1 Current shareholding2 (% salary) Guideline met? 100% 296,077,944 – 100% 238,217 265,000 – 12% Yes No 1 Performance awards are nil-cost options. Further details of shares subject to performance are provided below. 2 Based only on shares owned outright at 31 December 2015 and share price of 21.5 pence. Details of LTIP awards held by Mr Mawe (which are subject to performance) are provided below. C Mawe Total At 1 January 2015 Granted (2015 award) Exercised Lapsed Total at 31 December 2015 Price on date of award (pence) Date from which exercisable 120,0001 130,0002 130,000 135,000 120,000 0 130,000 130,000 135,000 395,000 275 169 155 67 01.01.15 01.01.16 01.01.17 01.01.18 Expiry date 22.04.22 22.04.23 22.04.24 21.04.25 1 This award has lapsed under the TSR performance condition described above. 2 This award lapsed on 1 January 2016 under the TSR performance condition described above. There have been no changes in the interests of the Directors from the end of the period under review to 9 March 2016. Total outstanding (i.e. awarded but not yet vested) awards granted under the LTIP as at the end of 2015 are equivalent to 0.18% of issued share capital. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015CORPORATE GOVERNANCE 82 REMUNERATION REPORT CONTINUED PART B: REMUNERATION IN 2015 CONTINUED Exit Payments Made in Year – Audited No payments for loss of office were paid to or receivable by any Director or former Director in the financial year. Payments to past Directors – Audited Lucio Genovese retired from the Board on 1 August 2014. He remains a Non-executive Director of Ferrexpo AG for which he receives a fee of US$40,000 p.a. During the year he also provided consultancy services to the Company in respect of its stake in Ferrous Resources for which he received a fee of CHF360,000. No other payments were made to past Directors in the year. Percentage Change in CEO Remuneration Compared to Other Employees The table below sets out the percentage increase in salary, taxable benefits, and annual bonus for the CEO between 2014 and 2015 compared to that for other employees. Salary Taxable benefits Annual bonus 1 Refers to senior executives. CEO 0% 0% n/a Other employees1 0% 0% 35% Relative Importance of Spending on Pay The table below shows Ferrexpo’s dividend and total employee pay expenditure (this includes pension and variable pay, including STIP and fair value of LTIP, but not social security) for the financial years ended 31 December 2014 and 31 December 2015, and the percentage change. US$ million All-employee remuneration Distributions to shareholders1 1 2 Includes dividends and share buybacks. Includes special dividend of US$38.8 million paid in 2015 in respect of 2014. 2015 49 19 2014 71 772 Year-on-year change -31% -75% Comparison of Company Performance and Executive Director Pay The graph below shows the value, at 31 December 2015, of £100 invested in Ferrexpo’s shares on 31 December 2008 compared with the current value of the same amount invested in the FTSE 250 and All-share indices or in the shares of the LTIP comparator group. The FTSE 250 and All-share indices are chosen because Ferrexpo was a constituent member of the FTSE 250 for most of the period. Historical TSR Performance 1,600 1,400 1,200 1,000 800 600 400 200 0 31 Dec-08 31 Dec-09 31 Dec-10 31 Dec-11 31 Dec-12 31 Dec-13 31 Dec-14 31 Dec-15 Ferrexpo FTSE250 Index FTSE All Share Index 2015 LTIP Index FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015 83 US$000 K Zhevago 2009 2010 2011 2012 2013 2014 2015 Single figure total remuneration 322 341 348 291 243 243 243 STIP vesting (% max) LTIP vesting (% max) K Zhevago did not participate in the STIP or the LTIP. Statement of Shareholder Voting The following table shows the results of the binding vote on the Remuneration Policy at the 2014 AGM and advisory vote on the 2014 Annual Report on Remuneration at the 2015 AGM. Remuneration Policy (at 2014 AGM) 2014 Annual Report on Remuneration (at 2015 AGM) For Against Withheld No. 530m 510m % 99.8% 99.7% No. 1.2m 1.6m % 0.2% 0.3% No. 2.9m 0.1m Shareholder Consultation As no major changes to the Executive Director remuneration structure were considered in 2015, there was no formal consultation of shareholders. Other transactions involving Directors are set out in Note 34 (related parties) to the financial statements. This report was approved by the Board on 9 March 2016. Signed on behalf of the Board Miklos Salamon Chairman of the Remuneration Committee FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015CORPORATE GOVERNANCE 84 DIRECTORS’ REPORT The Directors present their report to shareholders for the financial year ended 31 December 2015, which they are required to produce by law. Introduction The Company was incorporated under the name Ferrexpo plc as a public company limited by shares on 22 April 2005. Ferrexpo plc listed on the London Stock Exchange in June 2007 and is a member of the FTSE All-Share index. The Directors’ Report for the year ended 31 December 2015 is set out on pages 84 to 87. Additional disclosures which are incorporated by reference into this Directors’ Report, including any information required in accordance with Listing Rule 9.8.4R of the FCA’s Listing Rules or the Act, can be located as set out in the following table: Capitalised interest and tax relief (LR 9.8.4 R(1)) See Financial Statements Note 17. Details of long-term incentive schemes (LR 9.8.4R (4)) Remuneration Report Contracts of significance (LR 9.8.4R (10)) Details of waivers of dividends by shareholders (LR 9.8.4R (12) and (13)) See Financial Statements Note 39. Transactions with OJSC Ukrzakordongeologia and FC Vorskla are considered to be contracts of significance under the Listing Rules. The employee benefit trust contains three million Ferrexpo ordinary shares for satisfying existing and future awards under management incentive schemes. A dividend waiver is in place in respect of these shares. Relationship Agreement with controlling shareholder (LR 9.8.4 R (14)) Corporate Governance Report Disclosures concerning greenhouse gas emissions Strategic Report Financial instruments The Group does not hold any derivative financial instruments. Group policy on financial instruments is set out in Note 31 to the financial statements. Events since the Balance Sheet date See Financial Statements Note 40. Statement of Directors’ responsibilities in respect of the Annual Report and Accounts Information that fulfils the requirements of DTR 7.2 (other than DTR 7.2.6) Corporate Governance Report Dividends Results for the year are set out in the Consolidated Income Statement on page 100. Page 123 69-83 157 - 59 50 138 161 88 55 The Directors do not recommend the payment of a final dividend. Directors The Directors of the Company who served during the year were: – Michael Abrahams – Oliver Baring – David Frauman (appointed 26 October 2015) – Wolfram Kuoni – Chris Mawe – Ihor Mitiukov – Bert Nacken – Mary Reilly (appointed 27 May 2015) – Mike Salamon – Kostyantin Zhevago David Frauman retires from the Board, and Sir Malcolm Field joins the Board, with effect from 10 March 2016. All of the remaining Directors including Sir Malcolm Field will retire at the forthcoming AGM. All except Mike Salamon, who is standing down at the AGM, are eligible, and will offer themselves for re-election for differing terms (see explanation under ‘Board Succession’ in the Chairman’s Statement on page 18. Further details about the Directors and their roles within the Group are given in the Directors’ biographies on pages 52 and 53. Details of the remuneration of the Directors, their interests in shares of the Company and their service contracts are contained in the Remuneration Report on pages 69 to 83. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015CORPORATE GOVERNANCE 85 Appointment and Replacement of Directors Directors may be elected by the shareholders (by ordinary resolution) or appointed by the Board. A Director appointed by the Board holds office only until the next following AGM and is then eligible for election by the shareholders. Powers of the Directors Subject to the Articles, the Act and any directions given by special resolution, the business of the Company will be managed by the Board who may exercise all the powers of the Company. Directors’ and Officers’ Insurance The Company maintains Directors’ and Officers’ Liability Insurance in respect of legal action that may be brought against its Directors and Officers. Directors’ Indemnity Provision During the period under review, the Group had in force a qualifying third-party indemnity provision in favour of each of the Directors of Ferrexpo plc against liability in respect of proceedings brought by third parties, subject to the conditions set out in the Act. Disclosures Required by Statute Employees Information on the Group’s employment policies can be found in the Strategic Report on pages 46 and 47. Employee numbers are stated in Note 33 to the financial statements. The Group employs fewer than 250 staff in the United Kingdom and so does not disclose its policies on employee involvement or employing disabled people. However, it will give fair consideration to applications for employment from disabled people. Political Donations The Group made no political donations during the year. out in the Uncertificated Securities Regulations 2001 and where, in the case of a transfer to joint holders, the number of joint holders to whom the uncertificated share is to be transferred exceeds four. Subject to the Articles, any member may transfer all or any of his certificated shares by an instrument of transfer in any usual form or in any other form which the Board may approve. The Board may decline to register a transfer of a certificated share if it is not in the approved form. The Board may also decline to register any transfer of any share which is not a fully paid share. The Board may decline to register a transfer of any of the Company’s certificated shares by a person with a 0.25% or greater interest if such a person has been served with a notice and has failed within 14 days to provide the Company with information concerning interests in those shares required to be provided under the Act, unless the transfer is shown to the Board to be pursuant to an arm’s length sale. The Company is not aware of any agreements between holders of securities that may result in restrictions on the transfer of securities or that may result in restrictions on voting rights. Repurchase of Shares Subject to authorisation by shareholder resolution, the Company may purchase its own shares in accordance with the Act. Any shares which have been bought back may be held as treasury shares or cancelled immediately upon completion of the purchase. The Company was given authority to make market purchases of up to approximately 10% of its existing Ordinary Share capital by a resolution passed on 21 May 2015. This authority will expire at the conclusion of the Company’s 2016 AGM. A special resolution to renew the authority will be proposed at the forthcoming AGM. Details of the resolution renewing the authority to purchase Ordinary Shares are set out in the notice of AGM enclosed with this report. Share Capital and Rights Attaching to the Company’s Shares The Company has a single class of Ordinary Shares of 10 pence each. The Company did not make use of the authority mentioned above during 2015. Subject to applicable statutes and other shareholders’ rights, shares may be issued with such rights and restrictions as the Company may by ordinary resolution decide, or (if there is no such resolution or so far as it does not make specific provision) as the Board may decide. At each AGM, the Board proposes to put in place annual shareholder authority for the Company’s Directors to allot new shares in accordance with relevant institutional investor guidelines. Details of the issued share capital of the Company are shown in Note 36 to the financial statements. Variation of Rights Subject to the provisions of the Act, the rights attached to a class of shares may be varied or abrogated either with the consent in writing of the holders of at least three-quarters of the nominal amount of the issued shares of that class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate meeting of the holders of the issued shares of that class validly held in accordance with the Articles. Transfer of Shares Any share in the Company may be held in uncertificated form and, subject to the Articles, title to uncertificated shares may be transferred by means of a relevant system. Registration of a transfer of an uncertificated share may be refused in the circumstances set Dividends and Distributions Subject to the provisions of the Act, the shareholders may by ordinary resolution, from time to time, declare dividends not exceeding the amount recommended by the Board. The Board may pay interim dividends and also any fixed rate dividends whenever the financial position of the Group, in the opinion of the Board, justifies their payment. Under the Company’s Articles, the Board may withhold payment of all or any part of any dividends or other monies payable in respect of the Company’s shares from a person with a 0.25% or greater interest (as defined in the Articles) if such person has been served with a notice under section 793 of the Companies Act 2006 and has failed within 14 days to provide the Company with information concerning interests in those shares required to be provided under the Act. Voting At a general meeting of the Company, every member has one vote on a show of hands and on a poll, one vote for each share held. Under the Act, members are entitled to appoint a proxy or proxies to exercise all or any of their rights to attend, speak and vote at a general meeting. A member that is a corporation may appoint one or more individuals to act on its behalf at a general meeting as a corporate representative. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015CORPORATE GOVERNANCE 86 DIRECTORS’ REPORT CONTINUED Restrictions on Voting No member is entitled to vote at any general meeting in respect of any shares held by him if any call or other sum outstanding in respect of that share remains unpaid. Currently, all issued shares are fully paid. In addition, subject to the Articles no member shall be entitled to vote if he has failed to provide the Company with information concerning interests in those shares required to be provided under the Act. Shares Held in the Employee Benefit Trust (“EBT”) The trustees of the Company’s EBT may vote or abstain from voting on shares held in the EBT as they think fit and in doing so may take into account both financial and non-financial interests of the beneficiaries of the EBT or their dependents. Deadline for Voting Rights The Articles provide a deadline for submission of proxy forms of not less than 48 hours before the meeting. The Directors will also specify in the notice of any general meeting a time, being not more than 48 hours before the meeting, by which a person must be entered in the register of members in order to have the right to attend and vote at the meeting The Directors may decide, at their discretion, that no account should be taken of any day that is not a working day when calculating the 48-hour period. Substantial Shareholdings As at 31 December 2015, the Company had been advised, in accordance with the Disclosure and Transparency Rules, of the following notifiable interests in its voting rights. Name of shareholder Ordinary Shares % of the Company’s total voting rights at date of notification Number of voting rights Fevamotinico S.a.r.l.1 296,077,944 296,077,944 50.30% Wigmore Street Investments No. 3 Ltd2 140,456,035 140,456,035 23.86% 1 Fevamotinico S.a.r.l. is a wholly-owned subsidiary of The Minco Trust of which Kostyantin Zhevago is a beneficiary. 2 CERCL Holdings Limited is the ultimate parent undertaking and indirect controller of Wigmore Street Investments No. 3 Ltd, which holds 140,456,035 shares. No changes in these interests in voting rights had been notified to the Company as at 29 February 2016, the latest practicable date prior to publication of the Annual Report. Significant Agreements – Change of Control The Company does not have any agreements with Directors or employees that would provide for compensation for loss of office or employment resulting from a takeover. There are no circumstances connected with any other significant agreements to which the Company is a party that would take effect, alter or terminate upon a change of control following a takeover bid, except those referred to below: LTIP The rules of the Company’s LTIP set out the consequences of a change of control of the Company on employee rights under the plan. Generally, such rights will vest on a change of control to the extent that the performance conditions have been satisfied and on a time pro-rated basis, subject to the discretion of the Remuneration Committee. Participants will become entitled to acquire shares in the Company, or in some cases, to the payment of a cash sum of equivalent basis. Bank Loan Facility Under the US$420 million revolving pre-export finance facility with ING Bank N.V., Uni Credit Bank AG, Société Générale and other banks entered into in September 2011 and the US$350 million revolving pre-export finance facility with Deutsche Bank and other banks entered into in September 2013, if Kostyantin Zhevago ceases to own directly or indirectly at least 30% of the issued and allotted share capital of the Company, or any person (other than Kostyantin Zhevago) becomes the beneficial owner of shares in the Company carrying more than 50% of the voting rights normally exercisable at a general meeting, then the lenders are not obliged to fund a drawdown and a lender may upon notice cancel its commitment and declare the amount owing to it immediately due and payable. Corporate Bonds Due 2018 and 2019 Under the conditions of the Notes issued in February and July 2015, if Kostyantin Zhevago or certain related persons ceases to own directly or indirectly at least 30% of the issued and allotted share capital of the Company; if any person (other than Kostyantin Zhevago or certain related persons) becomes the beneficial owner of shares in the Company carrying more than 50% of the voting rights normally exercisable at a general meeting; or if the allotted share capital of the Company ceases to be listed on certain approved markets, then any Noteholder will have the right to require the repurchase of its Notes at a purchase price in cash equal to 101% of the principal amount plus accrued and unpaid interest. Relationship Agreement Details of the Relationship Agreement entered into between Fevamotinico S.a.r.l., Kostyantin Zhevago, The Minco Trust and the Company can be found in the Corporate Governance Report (page 59). The Relationship Agreement ceases to apply if Ferrexpo’s shares cease to be listed and traded on the London Stock Exchange, or if the holding of Fevamotinico S.a.r.l., The Minco Trust or Mr Zhevago individually or collectively falls below 24.9% of the issued share capital of the Company and they are no longer a controlling shareholder for the purposes of the UK Listing Rules. Going Concern The Group’s business activities, together with the risk factors likely to affect its future development, performance and position are set out on pages 19 to 39. The Viability Statement is set out in the Strategic Report on page 40. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the Performance Review on pages 19 to 20. In addition, Note 31 of the Notes to the Consolidated Financial Statements on pages 138 to 149 sets out the Group’s objectives, policies and processes for managing its capital; its financial risk management objectives and details of its financial instruments; its exposure to credit risk, liquidity risk as well as currency risk and interest rate risk. The Directors are of the view that the Group is a going concern and the Consolidated Financial Statements have been drawn up on this basis. However, there are material uncertainties that may cast significant doubt on the Group’s ability to continue as a going concern. Detailed information concerning the preparation of the Financial Statements on a Going Concern basis is set out in Note 2 to the Financial Statements on page 105. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015CORPORATE GOVERNANCE 87 Statement on Disclosure of Information to Auditors The Directors who held office at the date of approval of this Directors’ Report confirm that, so far as they are each aware, there is no relevant audit information (as defined in the Act) of which the Group’s auditors are unaware, and that each Director has taken all steps that he/she ought to have taken as a Director in order to make himself/herself aware of any relevant audit information (as defined) and to establish that the Group’s auditors are aware of that information. Amendments to Articles of Association The Articles may be amended by special resolution in accordance with the Act. AGM The AGM of the Company will be held at 11.00am on Thursday 19 May 2016 at The Dorchester, Park Lane, London W1K 1QA. A separate letter from the Chairman summarising the business of the meeting and the Notice convening the AGM will be sent to shareholders with this Annual Report. Auditors Having reviewed the independence and effectiveness of the auditors, the Audit Committee has recommended to the Board that the existing auditors, Ernst & Young LLP, be reappointed. Ernst & Young LLP have indicated their willingness to continue in office, and an ordinary resolution reappointing them as auditors and authorising the Audit Committee to set their remuneration will be proposed at the 2016 AGM. The Strategic Report on pages 1 to 51 and this Directors’ Report have been drawn up and presented in accordance with, and in reliance upon, applicable English company law and any liability of the Directors in connection with these reports shall be subject to the limitations and restrictions provided by such law. The Directors’ Report was approved by the Board on 9 March 2016. For and on behalf of the Board Michael Abrahams Chairman Christopher Mawe Chief Financial Officer FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015CORPORATE GOVERNANCE 88 STATEMENT OF DIRECTORS’ RESPONSIBILITIES Responsibility Statement of the Directors in Respect of the Annual Report and Accounts We confirm on behalf of the Board that to the best of our knowledge: (a) the financial statements give a true and fair view of the assets, liabilities, financial position and profit of the Company and the undertakings included in the consolidation taken as a whole; and (b) the Strategic Report and the Directors’ Report includes a fair review of the development and performance of the undertakings included in the consolidation as a whole, and the principal risks and uncertainties that they face. For and on behalf of the Board Michael Abrahams Chairman Christopher Mawe Chief Financial Officer 9 March 2016 Statement by the Directors under the UK Corporate Governance Code The Directors are responsible for preparing the Annual Report and the Group and Company financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare Group and Parent Company financial statements for each financial year. Under that law the Directors have prepared the financial statements in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the EU. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Parent Company and of their profit or loss for that period. In preparing those financial statements, the Directors are required to: – select suitable accounting policies and then apply them consistently; – make judgements and estimates that are reasonable and prudent; – state whether applicable IFRS have been followed, subject to any material departures disclosed and explained in the financial statements; and – prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. Under applicable law and regulations the Directors are also responsible for preparing a Directors’ Report, Directors’ Remuneration Report and Corporate Governance statement that comply with that law and those regulations. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. The Board considers that the Annual Report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Group’s position and performance, business model and strategy. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015CORPORATE GOVERNANCE FINANCIAL CONTENTS 89 Notes Content IND E PEN DE NT AU DI TOR’ S R EP ORT Primary Statements Consolidated income statement Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of cash flows Consolidated statement of changes in equity NOTE S TO TH E CO NS OLI DATED FI N ANCI A L S TATEME N TS Section 1: Basis of preparation 1 2 3 4 Corporate information Basis of preparation New accounting policies Use of estimates and critical judgements Section 2: Results for the year Segment information Revenue Cost of Sales Selling and distribution expenses General and administrative expenses Other income Other expenses Foreign exchange gains and losses 5 6 7 8 9 10 11 12 13 Write-offs and impairment losses 14 15 16 Finance income and expense Taxation Earnings per share and dividends paid and proposed Section 3: Assets and liabilities Property, plant and equipment Goodwill and other intangible assets Other non-current assets Inventories Trade and other receivables Prepayments and other current assets Other taxes recoverable and payable Trade and other payables Defined benefit pension liability Provisions Accrued liabilities and deferred income Page 90 100 101 102 103 104 105 105 106 107 110 111 113 113 114 115 115 115 116 117 117 121 123 125 127 128 128 129 129 131 131 135 135 Section 4: Financial instruments and financial risk management Cash and cash equivalents Restricted cash and deposits Interest-bearing loans and borrowings Financial instruments Section 5: Other Share-based payments Employees Operating profit by function Commitments, contingencies and legal disputes Share capital and reserves Consolidated subsidiaries Investments in associates Related party disclosure Events after the reporting period Parent Company financial statements Glossary 136 136 137 138 149 150 151 151 154 155 157 157 161 162 176 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 90 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FERREXPO PLC We present our audit report on the Group and Company financial statements (as defined below) of Ferrexpo plc, which comprise the Group primary statements and related notes set out on pages 100 to 161 and the Company primary statements and related notes set out on pages 162 to 175. Opinion on the financial statements In our opinion, Ferrexpo plc’s financial statements (the “financial statements”): – give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2015 and of the Group’s profit for the year then ended; – the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union; – the Parent Company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union as applied in accordance with the provisions of the Companies Act 2006 – the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation. Emphasis of matter – Going concern In forming our opinion, which is not modified in this respect, we have also considered the adequacy of the disclosures made in note 2 to the financial statements concerning the Company’s ability to continue as a going concern. The conditions described in note 2 indicate the existence of material uncertainties which may cast significant doubt about the Company’s ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Company was unable to continue as a going concern. What we have audited The Group and Parent Company financial statements of Ferrexpo plc for the year ended 31 December 2015 which comprise: Group Parent Company the Consolidated Income Statement the separate Parent Company Statement of Financial Position the Consolidated Statement of Comprehensive Income the separate Parent Company Statement of Cash Flows the Consolidated Statement of Financial Position the separate Parent Company Statement of Changes in Equity the Consolidated Statement of Cash Flows the related notes 1 to 14 to the financial statements the Consolidated Statement of Changes in Equity the related notes 1 to 40 to the financial statements The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the Parent Company financial statements, as applied in accordance with the provisions of the Companies Act 2006. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS Overview of our audit approach Materiality Audit scope Areas of focus What has changed 91 – Overall Group materiality of US$8.0 million which represents approximately 5% of adjusted profit before tax. – Profit before tax, adjusted for the gain on disposal of Ferrous Resources Limited and allowance for restricted cash held in Bank Finance & Credit, provides us with a consistent year on year basis for determining materiality and the most relevant performance measure to the stakeholders of the entity. – We performed an audit of the complete financial information of six components and audit procedures on specific balances, where we consider the risk of material misstatement to be higher, for a further one component. – The seven reporting components where we performed audit procedures accounted for 92% of the Group’s adjusted profit before tax and 94% of the Group’s revenue (with 87% and 94% of these measures covered by full scope audits). – For the remaining 24 components in the Group we have performed limited procedures appropriate to respond to the risk of material misstatement. – We have obtained an understanding of the entity-level controls of the Group which assists us in identifying and assessing risks of material misstatement due to fraud or error, as well as assisting us in determining the most appropriate audit strategy. – Going concern and covenant headroom. – Bank F&C accounting treatment and disclosure. – Completeness of related party transactions. – Charitable donations. – During the year the Group’s transactional bank in Ukraine and a related party of the Group, Bank Finance & Credit, was declared insolvent. As a result, we have focused on the accounting implications of this event and have increased our focus on the ability of the Group to continue as a going concern and to maintain compliance with covenant terms. – Given the above, we have increased our focus on the completeness of related party transaction disclosures. – We have removed political and economic disturbances which although is relevant to our audit approach is no longer a new issue for the Group. – The focus on taxation in Ukraine has reduced in the current year other than the tax treatment of the balance with Bank F&C. – The focus on the devaluation of the Ukrainian Hryvnia has reduced in the current year. – For two components of the Group we have increased the scope from specific scope to full scope audits for the 2015 year end. We perform the statutory audits for these entities to the same timetable as the Group timetable and thus are able to utilise the statutory work to support our Group opinion. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 92 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FERREXPO PLC CONTINUED Our application of materiality The scope of our work is influenced by materiality. We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the audit and in forming our audit opinion. As we develop our audit strategy, we determine materiality at the overall level and at the individual account level (referred to as our ‘performance materiality’). M A T E R I A L I T Y P E R F O R M A N C E M A T E R I A L I T Y R E P O R T I N G T H R E S H O L D US$8.0m US$4.0m US$0.4m Materiality The magnitude of an omission or misstatement that, individually or in the aggregate could reasonably be expected to influence the economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our audit procedures. Based on our professional judgement, we determined materiality for the financial statements as a whole to be US$8.0 million (2014: US$16.5 million). Materiality has decreased by 52% from the prior year given the reduced profitability of the Group primarily driven by the weakening iron ore price. Our materiality amount provides a basis for determining the nature and extent of our risk assessment procedures, identifying and assessing the risk of material misstatement and determining the nature and extent of further audit procedures. In assessing whether errors are material, either individually or in aggregate, we consider qualitative as well as quantitative factors. How we determined materiality: Rationale for basis We believe that profit before tax, adjusted for the gain on disposal of Ferrous Resources Limited and the allowance for the restricted cash at Bank Finance & Credit, provides us with a consistent year on year basis for determining materiality and the most relevant performance measure to the stakeholders of the entity. We have adjusted profit before tax to deduct the gain on disposal of the investment in Ferrous Resources Limited and the allowance for restricted cash at Bank Finance & Credit recognised during the year as we consider these to be non-recurring items. Removing the Ferrous gain is consistent with the approach in the prior year when an impairment loss in respect of the same investment was removed from our calculation. The provision against Bank Finance & Credit was removed as historically there has not been a significant impairment of such assets recognised by the Group. Performance materiality The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality. On the basis of our risk assessment, together with our assessment of the Group’s overall control environment, our judgement was that overall performance materiality (i.e. our tolerance for misstatement in an individual account or balance) for the Group should be 50% (2014: 75%) of materiality, namely US$4.0 million (2014: US$12.3 million). Overall performance materiality can be set at either 50% or 75% of materiality. For the year ended 31 December 2015 we have selected 50%, as the engagement has been designated as subject to higher risk by our internal risk criteria compared to the prior year given the material uncertainty surrounding going concern. Audit work on individual components is undertaken using a percentage of our total performance materiality. This percentage is based on the size of the component relative to the Group as a whole and our assessment of the risk of misstatement at that component. In the current year the range of performance materiality allocated to components was US$0.4 million to US$4.0 million (2014: US$0.8 million to US$9.0 million). Profit before tax of US$25.4 million (as included in the Consolidated Income Statement) Reporting threshold An amount below which identified misstatements are considered as being clearly trivial. We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of US$0.4 million (2014: US$0.8 million), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of other relevant qualitative considerations in forming our opinion. Deduct the gain on disposal of the available for sale investment in Ferrous Resources Limited of US$41.4 milllion Add back the allowance for restricted cash in Bank Finance & Credit of US$174.6 million to determine adjusted profit before tax Take 5% of the adjusted profit before tax S T A R TI NG B A S I S A D J U S T M EN T M A T E R I A L IT Y FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 93 The seven reporting components where we performed audit procedures accounted for 92% of the Group’s adjusted profit before tax and 94% of the Group’s revenue. A further breakdown of the size of these components compared to key metrics of the Group is provided below. 5% 0% 6% 8% A d j u s t e d P R BT..... 87% evenue..... 94% Full Specific Other In addition to full scope audits, specific audit procedures were undertaken on certain accounts within one further subsidiary based in Ukraine. The extent of audit work on this entity was based on our assessment of the risks of material misstatement and of the materiality of the Group’s business operations in that subsidiary. The subsidiary was also selected to provide an appropriate basis for undertaking audit work to address the risks of material misstatement identified above. The audit work for the seven in scope subsidiaries was executed at levels of materiality applicable to each individual entity, which was lower than Group materiality. For the remaining components, we performed other procedures, including enquiries of management, analytical review, testing of consolidation journals and intercompany eliminations and foreign currency translation recalculations to respond to any potential significant risks of material misstatement to the Group Financial Statements. Changes from the prior year Our scope allocation in the current year is broadly consistent with 2014 in terms of overall coverage of the Group and the number of in scope entities. However we have made some changes in the identity of components subject to full and specific scope audit procedures. Changes in our scope since the 2014 audit include increasing the audit scope of two of the UK components from specific scope to full audit scope. Statutory audit procedures are performed on these entities as part of the year end reporting process and thus are able to utilise the statutory work to support our Group opinion. Scope of the audit of the financial statements 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 and Parent Company’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 and Accounts to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. Tailoring the scope We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the consolidated and Parent Company financial statements under International Standards on Auditing (UK and Ireland). We take into account the size, risk profile, changes in the business environment and other factors when assessing the level of work to be performed at each entity. The Group has centralised processes and controls over the key areas of our audit focus with responsibility lying with Group management for the majority of judgemental processes and significant risk areas. For going concern and covenant headroom, the majority of the audit work is performed by the Group team. However in respect of the other areas of focus, the substantive audit work is performed by the component teams under the direction and supervision of the Group team. Responsibility for focus areas was split across the relevant components in Ukraine, Switzerland and the UK with the Primary Team maintaining an appropriate level of involvement throughout the audit cycle. In assessing the risk of material misstatement to the Group financial statements, and to ensure we had adequate quantitative coverage of significant accounts, we selected seven out of 31 components covering entities within Ukraine, Switzerland and the UK, which represent the principal business units within the Group. Of the seven components selected we performed an audit of the complete financial information of six components (full scope components in Ukraine, Switzerland and the UK), which were selected based on their size or risk characteristics. For the remaining one selected component (specific scope component in Ukraine) we performed audit procedures on specific accounts within the component that we considered had the potential for the greatest impact on the amounts in the Group financial statements either because of the size of these accounts or their risk profile. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 94 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FERREXPO PLC CONTINUED Involvement with component teams In establishing our overall approach to the Group audit we determined the type of work that needed to be undertaken at each of the components by us, as the Group engagement team or by component auditors from other EY global network firms operating under our instruction. Of the seven components selected, audit procedures were performed on two of these directly by the Group team. For the remaining five components, where the work was performed by component auditors, we determined the appropriate level of involvement to enable us to determine that sufficient audit evidence had been obtained as a basis for our opinion on the Group as a whole. During the current year’s audit cycle, visits were undertaken by the Group team to component teams in Ukraine (including the senior statutory auditor) and Switzerland. These visits involved discussing the audit approach with the component team and any issues arising from their work. The Group audit team interacted regularly with the component teams where appropriate during various stages of the audit, reviewed key working papers and were responsible for the scope and direction of the audit process. This, together with the additional procedures performed at a Group level, gave us appropriate audit evidence for our opinion on the Group financial statements. Our assessment of focus areas We identified the following risks and focus areas that had the greatest effect on the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. This is not a complete list of all the risks or focus areas identified in our audit. Details of why we identified these issues as areas of focus and our audit response are set out in the table. This is not a complete list of all the procedures we performed in respect of these areas. The arrows in the table indicate whether we consider the financial statement risk associated with this focus area to have increased, decreased or stayed the same compared to 2014. Changes from the prior year Our audit approach and assessment of areas of focus changes in response to changes in circumstances affecting the Group’s business and impacting the Group financial statements. Since the 2014 audit we have made the following changes to our areas of focus: – As a result of the insolvency of Bank Finance & Credit (“Bank F&C”) and the ongoing renegotiation of the PXF facilities, there is a material uncertainty concerning the going concern basis of preparation of the financial statements and compliance with covenant terms. Going concern and covenant headroom has thus been included as a key focus area. – Bank Finance & Credit is a related party of the Group. Following the insolvency of the bank we consider there to be increased potential interest in the disclosure of related party transactions and thus we have increased our risk assessment for the completeness of related party transaction disclosures. – The accounting treatment and disclosure of Bank F&C is considered to be an area of focus given the judgemental nature of the treatment of the allowance for restricted cash and the tax treatment of the deferred tax asset recognised. – The current economic and geopolitical situation continues to be relevant to our audit approach but the issue is no longer new and therefore does not require a new audit testing strategy to be formulated. This has led us to a decreased focus on this area. – The Group has continued to receive regular refunds of VAT and the prepayment of corporate profit tax for the Ukrainian components have also decreased in the year. For the 2015 audit this was not one of the most significant areas of focus. – Although the Ukrainian Hryvnia has continued to devalue throughout 2015, the movement from 2014 is reduced (2015 devaluation of the currency: 52%, 2014 devaluation of the currency: 97%). Furthermore, we have embedded the appropriate audit procedures in our approach. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 95 Area of focus Going concern and covenant headroom Refer to the Group Audit Committee Report on page 65 and the disclosures on going concern in note 2 of the Group financial statements The Directors of the Group are required to make a rigorous assessment of whether the Group will remain a going concern for a period of at least twelve months from the date of approval of the financial statements and assess whether there are any material uncertainties in relation to the going concern basis of preparation. The insolvency of Bank F&C and the adverse economic environment have impacted the cash flow forecasts for the Group and as a result have increased the uncertainty in relation to the going concern basis of preparation. The US$346 million exchanged Eurobond, US$122.5 million PXF facility and US$350 million PXF facility have covenant terms attached to the loan agreements, in particular maintaining a ratio of net debt to EBITDA. Given the debt levels within the Group and declining EBITDA value there is an increased risk that covenants will be breached. Management have been discussing revisions to the existing repayment and maturity obligations on the two Pre-Export Finance facilities. How our audit addressed the area of focus Communication made to the Audit Committee Risk Direction Management’s and our analysis highlights the potential need for a renegotiation of the Group’s current debt amortisation schedule and covenants attached to the Group’s debt. Based on our work on the going concern analysis prepared by management, we agree that a material uncertainty exists in respect of Going Concern and that this has been appropriately disclosed in the financial statements. Since management’s going concern model and analysis are prepared centrally audit procedures on this area were performed directly by the Group team. We undertook audit procedures on the cash flow forecasts prepared by management in their model. In addition we received supporting documentation regarding the status of the renegotiation of the PXF facilities. We confirmed the consistency of forecasts used in the going concern assessment with those used for the impairment calculation. We challenged the appropriateness of the assumptions in the going concern and impairment models, in particular the iron ore price, pellet premium, C1 costs and foreign exchange rates. In challenging these assumptions we took account of actual results, external data and market conditions. We tested the arithmetic integrity of the calculations including those related to management’s sensitivities. We also performed our own sensitivity calculations to test the adequacy of the available headroom. We considered the appropriateness of the disclosures made in the Group financial statements in respect of going concern. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 96 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FERREXPO PLC CONTINUED Area of focus Bank F&C accounting treatment and disclosure Refer to the Group Audit Committee Report on page 65 and the disclosures on restricted cash in note 29 of the Group financial statements The Group has historically maintained transactional banking arrangements within Ukraine with Bank Finance & Credit (Bank F&C). Following the close of business on 17 September 2015, the National Bank of Ukraine announced that it had adopted a decision to declare Bank F&C insolvent and to place it into temporary administration. The National Bank of Ukraine announced on 18 December 2015 that Bank F&C’s banking licence would be revoked and that the bank would be liquidated in due course. On the date that Bank F&C entered administration the Group’s total exposure was US$185.2 million based on the rate of exchange prevailing at that date. Management transferred the amounts held with Bank F&C from cash and cash equivalents to restricted cash and deposits. On 17 September 2015 management recognised an allowance for US$174.6 million against the balance. US$9.3 million is subject to court proceedings and has been classified as restricted cash and deposits on the consolidated statement of financial position but has not been provided for. At 31 December 2015 a deferred tax asset of US$27.7 million has been recognised in respect of the allowance. Since the balance relates to the Group’s Ukrainian entities, whose functional currency is Ukrainian Hyrvnia the provision in the balance sheet is subject to exchange rate fluctuations. How our audit addressed the area of focus Communication made to the Audit Committee Risk Direction We have agreed the amounts held at Bank F&C to supporting documentation, including bank statements and the confirmed creditor’s claim documents. We concluded that the allowance for restricted cash of US$174.6 million as recognised in the consolidated income statement is appropriately recorded. The recovery of the balance in dispute of US$9.3 million is judgemental. Based on the legal letter from Avellum, the discussions with the Audit Committee and the confirmation from the Board that they believe it is more likely than not that the funds will be recovered, we have accepted management’s position on this amount. We are satisfied that the recognition of a deferred tax asset in respect of the allowance is appropriate. We are satisfied with the disclosures in the financial statements in respect of the Bank F&C issue, in particular the judgements made in respect of the recoverability of the US$9.3 million claim and the recognition of the deferred tax asset. We have held enquiries with Avellum Partners, the Group’s external legal counsel, and obtained a legal letter on the US$9.3 million balance in dispute. We reviewed the disclosures in the consolidated financial statements surrounding the judgements regarding the recoverability of this amount. We have discussed this judgement with the Board and the Audit Committee to understand and challenge their conclusions. We have performed audit procedures on management’s taxation workings and discussed their key assumptions. We have assessed whether the allowance is deductible for tax purposes and the recognition of a deferred tax asset is appropriate. In order to ascertain whether FPM will generate suitable taxable profits in the future to utilise the asset, we reviewed profit forecasts ensuring consistency with models used for other accounting purposes. We performed audit procedures on movements in the allowance for restricted cash recognised in the Statement of Financial Position as a result of the movement in foreign exchange. We have read and considered how the impact of the Bank F&C situation on the performance and position of the Group is disclosed in the strategic report and financial statements. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 97 Area of focus Completeness of related party transactions Refer to the Group Audit Committee Report on page 65 and the disclosures of related parties in note 39 of the Group financial statements The completeness of related party transactions is a key area of focus due to the high volume and nature of such transactions that the Group enters into. There is a risk of undisclosed related party transactions as well as the risk that these transactions are not transacted on an arms length basis when disclosed as such. How our audit addressed the area of focus Communication made to the Audit Committee Risk Direction Based on the completion of the procedures performed we are satisfied that the related party transactions and balances are appropriately disclosed in the financial statements in compliance with the relevant accounting standards. In addressing this area of focus, audit procedures on the completeness of related party transactions were performed by component teams in Ukraine and Switzerland and the UK Group engagement team. We understood and documented management’s process for identifying related parties and recording related party transactions. We have assessed management’s controls in relation to the assessment and approval of related party transactions and substantiated management’s disclosures in respect of the transactions. We assessed management’s evaluation that the transactions are at an arm’s length basis by reviewing a sample of tender documentation and comparing the related party transaction price to those quoted by comparable companies. We investigated significant new counterparties for evidence of relationships with the entity noting no material issues. Throughout the performance of our audit we remained alert for any evidence of related party transactions that had not been disclosed. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 98 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FERREXPO PLC CONTINUED Area of focus Charitable donations Refer to the Group Audit Committee Report on page 65, the Strategic Report on page 48, and the disclosures in note 11 of the Group financial statements During the year the value of Community Support Donations has remained significant at US$25.8 million for the period ending 31 December 2015. Of these, the Group made the majority of donations to the Blooming Land Charitable Foundation (“Blooming Land”), a local charity based in Ukraine. 95% of the funds donated to Blooming Land were passed on to three separate funds called Ukraine – Healthy Country (Diabetes A to Z), Healthy Sight (To see it all) and Institute of social programmes (Happy old age) to be used on projects within Ukraine. Given the significant balance in the amount of charitable donations and the importance of transparent reporting of such expenditure we consider this to be a key area of focus. How our audit addressed the area of focus Communication made to the Audit Committee Risk Direction Based on our procedures undertaken we are satisfied that the expense is appropriately classified in the financial statements. We are satisfied that we have received sufficient evidence to complete our audit procedures as required by UK&I Auditing Standards. Due to the geographical location in which charitable expenditure had taken place work on this area was undertaken by our Ukrainian component team under the direction and supervision of the UK Group engagement team. Our procedures focused on donations made to Blooming Land and on to the additional charitable funds. We traced a sample of payment orders confirming money transferred to Blooming Land. We reviewed Board minutes to ensure that all charity donations were subject to appropriate approval in accordance with the Group’s procedures. We were provided with reports from Blooming Land describing its activities throughout the year. We held a meeting with a representative of Blooming Land to discuss its charity activity. We have obtained the financial statements of Blooming Land for the year ended 31 December 2015 which have been subject to Agreed Upon Procedures by a local audit firm in Ukraine. Our component team in Ukraine held discussions with a representative of the local audit firm. We have received signed confirmations from representatives of each of the three specific charity funds confirming their receipt of funds from Blooming Land and that they have spent the funds in accordance with the articles of Blooming Land and also signed Bribery Act compliance forms by representatives of each of these three specific charity funds. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 99 Opinion on other matters prescribed by the Companies Act 2006 In our opinion: – the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006; and – the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements. Companies Act 2006 reporting We are required to report to you if, in our opinion: – adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or – the Parent Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns; or – certain disclosures of Directors’ remuneration specified by law Respective responsibilities of Directors and auditor As explained more fully in the Directors’ Responsibilities Statement set out on page 88, 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 Group 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. This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. 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. Matters on which we are required to report by exception ISAs (UK and Ireland) reporting We are required to report to you if, in our opinion, financial and non-financial information in the Annual Report is: – materially inconsistent with the information in the audited financial statements; or – apparently materially incorrect based on, or materially inconsistent with, our knowledge of the Group acquired in the course of performing our audit; or – otherwise misleading. In particular, we are required to report whether we have identified any inconsistencies between our knowledge acquired in the course of performing the audit and the Directors’ Statement that they consider the Annual Report and accounts taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the entity’s performance, business model and strategy; and whether the Annual Report appropriately addresses those matters that we communicated to the Audit Committee that we consider should have been disclosed. We have no exceptions to report. 1. The maintenance and integrity of the Ferrexpo plc website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website. 2. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. are not made; or – we have not received all the information and explanations we require for our audit. We have no exceptions to report. Listing Rules review requirements We are required to review: – the Directors’ Statement in relation to going concern, set out on page 86 and longer-term viability, set out on page 40; and – the part of the Corporate Governance Statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Code specified for our review. We have no exceptions to report. Statement on the Directors’ assessment of the principal risks that would threaten the solvency or liquidity of the entity ISAs (UK and Ireland) reporting We are required to give a statement as to whether we have anything material to add or to draw attention to in relation to: – the Directors’ confirmation in the Annual Report that they have carried out a robust assessment of the principal risks facing the entity, including those that would threaten its business model, future performance, solvency or liquidity; – the disclosures in the Annual Report that describe those risks and explain how they are being managed or mitigated; – the Directors’ Statement in the financial statements about whether they considered it appropriate to adopt the going concern basis of accounting in preparing them, and their identification of any material uncertainties to the entity’s ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements; and – the Directors’ explanation in the Annual Report as to how they have assessed the prospects of the entity, over what period they have done so and why they consider that period to be appropriate, and their statement as to whether they have a reasonable expectation that the entity will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions. Except as discussed in the Emphasis of Matter – Going Concern section on page 90, we have nothing material to add or to draw attention to. Ernst & Young LLP Ken Williamson (Senior statutory auditor) for and on behalf of Ernst & Young LLP, Statutory Auditor London 09 March 2016 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 100 CONSOLIDATED INCOME STATEMENT US$000 Revenue Cost of sales Gross profit Selling and distribution expenses General and administrative expenses Other income Other expenses Operating foreign exchange gains Operating profit from continuing operations before adjusted items Allowance for restricted cash and deposits Under-recovery and write-down of VAT receivable Write-offs and impairment losses Gain on disposal of available-for-sale investment Share of profit from associates Losses on disposal of property, plant and equipment Profit/(loss) before tax and finance from continuing operations Finance income Finance expense Non-operating foreign exchange losses Profit/(loss) before tax Income tax (expense)/credit Notes Before special items Special items Year ended 31.12.15 Before special items Special items Year ended 31.12.14 961,003 1,388,285 – 1,388,285 6 961,003 5/7 (446,756) 514,247 (226,222) (37,103) 6,852 (32,726) 26,025 251,073 – – – – – – – – – (446,756) (647,960) 514,247 740,325 (226,222) (311,514) (37,103) (48,642) 6,852 9,094 (32,726) (57,014) 26,025 76,372 251,073 408,621 – – – – (174,579) (174,579) – – – (6,790) (5,555) (5,555) 41,385 41,385 – – 4,620 (4,541) – – 4,620 4,878 (4,541) (4,825) – – – – – – – – – – (647,960) 740,325 (311,514) (48,642) 9,094 (57,014) 76,372 408,621 – (6,790) (83,534) (83,534) – – – – 4,878 (4,825) 251,152 (138,749) 112,403 401,884 (83,534) 318,350 2,494 (71,797) (17,750) – – – 2,494 19,250 (71,797) (68,472) (17,750) (14,846) – – – 19,250 (68,472) (14,846) 164,099 (138,749) 25,350 337,816 (83,534) 254,282 15 (22,312) 28,420 6,108 (70,442) – (70,442) 8 9 10 11 12 29 23 13 31 38 14 14 12 Profit/(loss) for the year from continuing operations 141,787 (110,329) 31,458 267,374 (83,534) 183,840 Profit/(loss) attributable to: Equity shareholders of Ferrexpo plc Non-controlling interests 140,030 (106,993) 33,037 261,850 (83,534) 178,316 1,757 (3,336) (1,579) 5,524 – 5,524 Profit/(loss) for the year from continuing operations 141,787 (110,329) 31,458 267,374 (83,534) 183,840 Earnings/(loss) per share: Basic (US cents) Diluted (US cents) 16 16 23.92 23.86 (18.27) (18.23) 5.65 5.63 44.73 44.63 (14.27) (14.24) 30.46 30.39 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 101 US$000 Profit for the year Items that may subsequently be reclassified to profit or loss: Exchange differences on translating foreign operations Current income tax effect Deferred income tax effect Net gains on available-for-sale investments Income tax effect Net other comprehensive loss before reclassification of items to profit and loss Reclassification to profit or loss relating to available-for-sale investments sold or impaired Net other comprehensive loss to be reclassified to profit or loss in subsequent periods Items that will not be reclassified subsequently to profit or loss: Remeasurement gains on defined benefit pension liability Income tax effect Net other comprehensive income not being reclassified to profit or loss in subsequent periods Other comprehensive loss for the year, net of tax Total comprehensive loss for the year, net of tax Total comprehensive loss attributable to: Equity shareholders of Ferrexpo plc Non-controlling interests Notes Year ended 31.12.15 Year ended 31.12.14 31,458 183,840 15 15 31 (472,492) (1,205,667) 28,811 12,167 41,767 – 80,394 – – – (389,747) (1,125,273) 31 (41,767) (712) (431,514) (1,125,985) 15 3,878 (722) 3,156 1,649 (195) 1,454 (428,358) (1,124,531) (396,900) (940,691) (387,958) (926,422) (8,942) (14,269) (396,900) (940,691) FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 102 CONSOLIDATED STATEMENT OF FINANCIAL POSITION US$000 Assets Property, plant and equipment Goodwill and other intangible assets Investments in associates Available-for-sale financial investments Inventories Other non-current assets Income taxes recoverable and prepaid Other taxes recoverable and prepaid Deferred tax assets Total non-current assets Inventories Trade and other receivables Prepayments and other current assets Income taxes recoverable and prepaid Other taxes recoverable and prepaid Cash and cash equivalents Restricted cash and deposits Assets classified as held for sale Total current assets Total assets Equity and liabilities Issued capital Share premium Other reserves Retained earnings Equity attributable to equity shareholders of Ferrexpo plc Non-controlling interests Total equity Interest-bearing loans and borrowings Defined benefit pension liability Provision for site restoration Deferred tax liabilities Total non-current liabilities Interest-bearing loans and borrowings Trade and other payables Accrued liabilities and deferred income Income taxes payable Other taxes payable Total current liabilities Total liabilities Total equity and liabilities The financial statements were approved by the Board of Directors on 9 March 2016. Kostyantin Zhevago Chief Executive Officer Christopher Mawe Chief Financial Officer Notes As at 31.12.15 As at 31.12.14 17 18 38 31 20 19 15 23 15 20 21 22 15 23 28 29 654,392 926,433 40,024 60,468 5,801 9 98,802 4,652 54,482 – 8,569 46 81,987 18,211 73,782 1,519 71,096 32,358 929,258 1,203,373 96,021 124,722 83,379 18,952 2,829 87,226 21,057 – 50,482 71,982 35,330 626,509 9,308 – 296,301 931,496 18 26 296,319 931,522 1,225,577 2,134,895 36 121,628 121,628 185,112 185,112 36 (1,876,624) (1,452,988) 1,814,598 1,855,690 244,714 709,442 (783) 8,159 243,931 717,601 5/30 700,351 1,056,253 25 26 15 17,034 28,557 975 382 2,345 841 718,742 1,087,996 5/30 203,299 248,374 24 27 15 23 27,566 16,188 8,161 7,690 32,351 34,191 5,898 8,484 262,904 329,298 981,646 1,417,294 1,225,577 2,134,895 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS CONSOLIDATED STATEMENT OF CASH FLOWS 103 US$000 Profit before tax Adjustments for: Depreciation of property, plant and equipment and amortisation of intangible assets Interest expense Under-recovery and write-down of VAT receivable Interest income Share of profit from associates Movement in allowance for doubtful receivables Allowance for restricted cash and deposits Loss on disposal of property, plant and equipment Gain on disposal of available-for-sale investment Write-offs and impairment losses Site restoration provision Employee benefits Share-based payments Operating foreign exchange gains Non-operating foreign exchange losses Operating cash flow before working capital changes Changes in working capital: Decrease in trade and other receivables Increase in inventories Decrease in trade and other accounts payable (Increase)/decrease in VAT recoverable and other taxes prepaid1 Cash generated from operating activities Interest paid Income tax paid Post-employment benefits paid Net cash flows from operating activities Cash flows from investing activities Purchase of property, plant and equipment Proceeds from sale of property, plant and equipment and intangible assets Purchases of intangible assets Acquisition of subsidiary/purchase of available-for-sale investment Proceeds from sale of available-for-sale investment Reclassification to restricted cash and deposits Interest received Dividends from associates Net cash flows used in investing activities Cash flows from financing activities Proceeds from borrowings and finance Repayment of borrowings and finance Arrangement fees paid Dividends paid to equity shareholders of Ferrexpo plc Net cash flows from financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Currency translation differences Cash and cash equivalents at the end of the year Notes Year ended 31.12.15 Year ended 31.12.14 25,350 254,282 56,596 68,917 – (2,494) (4,620) 114 174,579 4,541 (41,385) 5,555 (634) 3,543 515 (26,025) 17,750 282,302 2,341 (63,965) (14,787) (113) 205,778 (65,080) (11,054) (1,778) 127,866 (64,739) 242 (645) – 41,767 (184,523) 2,056 1,716 (204,126) – (393,876) (15,308) (77,548) (486,732) (562,992) 626,509 (28,187) 35,330 82,269 64,166 6,790 (19,250) (4,878) 8,011 – 4,825 – 83,534 1,180 6,531 530 (76,372) 14,846 426,464 5,395 (96,554) (11,083) 86,950 411,172 (61,307) (58,077) (3,340) 288,448 (232,809) 5,322 (1,711) (17) – – 2,376 2,755 (224,084) 392,515 (119,009) (3,580) (76,904) 193,022 257,386 390,491 (21,368) 626,509 14 23 14 38 11 29 13/31 13 26 25 32 12 12 23 15 17 18 31 13/31 29 28 1 The movement in the prior year includes the effect of VAT receivable balance amounting to US$97,067 thousand recovered through VAT bonds. See also Note 23. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 104 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY US$000 Issued capital (Note 36) Share premium (Note 36) Uniting of interest reserve (Note 36) Treasury share reserve (Note 36) Employee benefit trust reserve (Notes 32 and 36) Net unrealised gains reserve (Note 36) Translation reserve (Note 36) Retained earnings Total capital and reserves Non- controlling interests (Note 37) Total equity At 1 January 2014 121,628 185,112 31,780 (77,260) (6,542) 712 (296,016) 1,753,200 1,712,614 22,428 1,735,042 Attributable to equity shareholders of Ferrexpo plc Profit for the year Other comprehensive (loss)/income Total comprehensive (loss)/income for the year Equity dividends paid to shareholders of Ferrexpo plc Share-based payments (Note 32) – – – – – – – – – – – – – – – – – – – – – – – – 530 – – 178,316 178,316 5,524 183,840 (712) (1,105,480) 1,454 (1,104,738) (19,793) (1,124,531) (712) (1,105,480) 179,770 (926,422) (14,269) (940,691) – – – – (77,280) (77,280) 530 – – (77,280) 530 At 31 December 2014 121,628 185,112 31,780 (77,260) (6,012) – (1,401,496) 1,855,690 709,442 8,159 717,601 Profit for the year Other comprehensive (loss)/income Total comprehensive loss for the year Equity dividends paid to shareholders of Ferrexpo plc Share-based payments (Note 32) – – – – – – – – – – – – – – – – – – – – – – – – 515 – – – – – – 33,037 33,037 (1,579) 31,458 (424,151) 3,156 (420,995) (7,363) (428,358) (424,151) 36,193 (387,958) (8,942) (396,900) – – (77,285) (77,285) – 515 – – (77,285) 515 At 31 December 2015 121,628 185,112 31,780 (77,260) (5,497) – (1,825,647) 1,814,598 244,714 (783) 243,931 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 105 Note 1: Corporate information Ferrexpo plc (the “Company”) is incorporated in the United Kingdom, which is considered to be the country of domicile, with its registered office at 23 King Street, London, SW1Y 6QY, UK. Ferrexpo plc and its subsidiaries (the “Group”) operate two mines and a processing plant near Kremenchug in Ukraine, an interest in a port in Odessa and sales and marketing activities around the world including offices in Switzerland, Dubai, Japan, China, Singapore and Ukraine. The Group also owns logistics assets in Austria which operates a fleet of vessels operating on the Rhine and Danube waterways and an ocean going vessel which provides top off services and operates on international sea routes. The Group’s operations are vertically integrated from iron ore mining through to iron ore concentrate and pellet production and subsequent logistics. The Group’s mineral properties lie within the Kremenchug Magnetic Anomaly and are currently being extracted at the Gorishne-Plavninskoye and Lavrikovskoye (“GPL”) and Yeristovskoye deposits. The majority shareholder of the Group is Fevamotinico S.a.r.l. (“Fevamotinico”), a company incorporated in Luxembourg and ultimately owned by The Minco Trust, of which Kostyantin Zhevago, the Group’s Chief Executive Officer, is a beneficiary. At the time this report was published, Fevamotinico held 50.3% (2014: 50.3%) of Ferrexpo plc’s issued share capital. Note 2: Basis of preparation The consolidated financial statements of Ferrexpo plc and its subsidiaries have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union (“EU”). The consolidated financial statements have been prepared on a historical cost basis, except for post-employment benefits and available- for-sale financial assets, the latter measured at fair value in accordance with the requirements of IAS 39 Financial instruments: Recognition and measurement, the former measured in accordance with IAS 19 revised Employee benefits. The consolidated financial statements are presented in thousands of US Dollars and all values are rounded to the nearest thousand except where otherwise indicated. The detailed accounting policies are included in the disclosure notes to the specific financial statement accounts. Going concern basis Over the next year from the approval of the accounts, debt facilities in the amount of US$203,181 thousand fall due for repayment. At certain iron ore pricing levels, without associated cost relief, the Group’s operating cash flow generation although positive might not be sufficient to meet these debt amortisations or be sufficient to remain within financial covenants triggering cross default across part or all of its debt facilities. The Group expects to be able to repay its facilities as they fall due based on current forecasts and remain within its financial covenants and also expects, that if necessary, it would be able to agree amendments to relevant facilities. As a result the accounts have been drawn up on a going concern basis. However, the impact of the volatility in the future level of the iron ore price and operating cost inputs are material uncertainties that may cast significant doubt upon the Group’s ability to meet its debt amortisation obligations and to continue as a going concern. Under these circumstances, and absent appropriate financing, the Group may be unable to continue to realise assets and discharge liabilities in the normal course of business and it will be necessary to restate amounts in the balance sheet to reflect these circumstances which will materially change the amounts and classification of figures contained in the financial statements. Basis of consolidation The consolidated financial statements comprise the financial statements for Ferrexpo plc and its subsidiaries as at 31 December each year. The financial statements of the subsidiaries are prepared as at the same reporting date as Ferrexpo plc’s, using consistent accounting policies. Subsidiaries acquired are fully consolidated from the date the Group obtains effective control. Similarly, subsidiaries disposed of are deconsolidated from the date on which the Group ceases to hold effective control. A change in the ownership interest of a subsidiary without obtaining or losing control is accounted for as an equity transaction. All intercompany balances and transactions including unrealised profits arising from intra-group transactions have been eliminated in full. Unrealised losses are eliminated unless costs cannot be recovered. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 106 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Note 2: Basis of preparation continued Business combinations On the acquisition of a subsidiary, the business combination is accounted for using the acquisition method. The cost of an acquisition is measured as the aggregated amount of the consideration transferred, measured at the date of acquisition. The consideration paid is allocated to the assets acquired and liabilities assumed on the basis of fair values at the date of acquisition. Acquisition costs are expensed when incurred and included in general and administrative expenses. Functional and presentational currencies Based on the economic substance of the underlying business transactions and circumstances relevant to the parent, the functional currency of the parent has been determined to be the US Dollar, with each subsidiary determining its own functional currency based on its own circumstances. The Group has chosen the US Dollar as its presentational currency. The functional currency of Ukrainian subsidiaries, which is where the Group’s main operations are based, is the Ukrainian Hryvnia. Foreign currency translation For individual subsidiary company accounts, transactions in foreign currencies (i.e. other than the functional currency) are recorded at the rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the rate of exchange ruling at the reporting date and non-monetary assets and liabilities at the historic rate. Foreign exchange differences arising on translation are recognised in the income statement. For presentation of the Group’s consolidated accounts, if the functional currency of a subsidiary is different to the presentational currency as at the reporting date, the assets and liabilities of this entity are translated into the presentational currency at the rate ruling at the reporting date and the income statement is translated using the average exchange rate for the period based on the officially published rates by the National Bank of Ukraine (“NBU”). The foreign exchange differences arising are taken directly to a separate component of equity. On disposal of a foreign entity the deferred cumulative amount of exchange differences recognised in equity relating to the particular foreign operation is recognised in the income statement. Note 3: New accounting policies New standards and interpretations adopted The accounting policies and methods of computation adopted in the preparation of the consolidated financial statements are consistent with those followed in the preparation of the Group’s annual financial statements for the year ended 31 December 2014 except for the adoption of new amendments and improvements to IFRSs effective as of 1 January 2015. These new standards and interpretations had no effect on reported results, financial position or disclosure in the financial statements: – Annual Improvements to IFRSs – 2010-2012 Cycle – Annual Improvements to IFRSs – 2011-2013 Cycle – IFRIC 21 Levies New standards and interpretations not yet adopted The Group has elected not to early adopt any revised and amended standards, which are not yet mandatory in the EU. The standards below could have an impact on the consolidated financial statements of the Group. IFRS 9 Financial instruments The complete standard has been issued in July 2014 including the requirements previously issued and additional amendments. The new standard replaces IAS 39 and includes a new expected loss impairment model, changes to the classification and measurement requirements of financial assets as well as to hedge accounting. The new standard becomes effective for financial years beginning on or after 1 January 2018. The Group will assess the impact on its consolidated financial statements. IFRS 15 Revenue from contracts with customers The new standard was issued in May 2014 and establishes the principles for the disclosure of useful information in the financial statements in respect of contracts with customers. The new standard becomes mandatory for financial years beginning on or after 1 January 2018. The effect from the additional disclosure requirements will be assessed and disclosure will be made once the Group has fully assessed the impact of applying IFRS 15. IFRS 16 Leases The new standard was issued in January 2016 replacing the previous leases Standard, IAS 17 Leases, and related Interpretations. IFRS 16 establishes the principles for the recognition, measurement, presentation and disclosure of leases for the customer (“lessee”) and the supplier (“lessor”). IFRS 16 eliminates the classification of leases as either operating or finance as is required by IAS 17 and, instead, introduces a single lessee accounting model requiring a lessee to recognise assets and liabilities for all leases unless the underlying asset has a low value or the lease term is 12 months or less. This new standard applies to annual reporting periods beginning on or after 1 January 2019 subject to EU endorsement. The Group will review its arrangements in place in order to evaluate the potential impact of the new standard. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 107 Note 3: New accounting policies continued The Group does not expect an impact on its consolidated financial statements from all other standards, interpretations and amendments issued at the reporting date, but not yet to be adopted for these financial statements. Note 4: Use of estimates and critical judgements The preparation of consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates are based on information available as at the date of authorising the consolidated financial statements for issue. Actual results, therefore, could differ from those estimates. In particular, information about significant areas of estimation, uncertainty and critical judgements made by management in preparing the consolidated financial information are described in the following notes: Estimates Fair value of financial instruments Where the fair value of financial assets and liabilities recorded in the statement of financial position cannot be derived from active markets, they are determined using valuation techniques including discounted cash flow models. The inputs to these models are taken from observable markets where possible, but where this is not feasible, estimates are required in establishing fair values. These estimates include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. During the comparative period ended 31 December 2014, an impairment of an available-for-sale investment in the amount of US$82,382 thousand has been recorded based on a discounted cash flow model applied by the Group taking into account uncertainties in respect of the current operational activity and the future development of the mining operation. The investment was disposed during the financial year 2015 for a total cash consideration of US$41,767 thousand. Detailed disclosure is made in Note 31. Defined benefit pension liability The valuation for defined benefit superannuation schemes requires management to make judgements as to the nature of benefits provided by each scheme and thereby determine the classification of each scheme. For defined benefit schemes, management is required to make annual estimates and assumptions about future returns on classes of scheme assets, future remuneration changes, employee attrition rates, administration costs, changes in benefits, inflation rates, exchange rates, life expectancy and expected remaining periods of service of employees. In making these estimates and assumptions, management considers advice provided by external advisers, such as actuaries. At 31 December 2015, the carrying amount of defined benefit pension liability was US$17,034 thousand (2014: US$28,557 thousand). Detailed disclosure is made in Note 25. Judgements Restricted cash and deposits On 17 September 2015, the NBU announced that it had adopted a decision to declare the Group’s transactional bank in Ukraine insolvent and the bank was put into temporary administration by the Deposit Guarantee Fund. The bank license of Bank Finance & Credit (“Bank F&C”) was revoked by the NBU on 17 December 2015 and the liquidation was initiated by the Deposit Guarantee Fund. The total balance of cash and deposits held at Bank F&C is no longer available to the Group and has therefore been reclassified from cash and cash equivalents to restricted cash and deposits. It is expected that the liquidation of the bank will take several years and the level of potential recoverability of the remaining balance of restricted cash and deposits cannot be reasonably assessed as at 31 December 2015. As a consequence, a full allowance of the balance currently not available to the Group was recorded as of 31 December 2015 resulting in a charge of US$174,579 thousand recognised in the income statement. The Group claimed US$9,308 thousand in the court, which was credited to the bank account of one of the Group’s subsidiaries post introduction of the temporary administration and not yet returned to the Group. Based on legal advice and its knowledge of the matter at hand, management of the Group is of the opinion that the claim is both well-founded as verified by the initial court ruling and expects this amount ultimately to be recovered in full as required under Ukrainian legislation. No allowance was therefore recorded for this balance. See Note 29 and Note 35 for further information. Impairment testing Assessing the Group’s non-current operating assets for impairment requires a significant amount of judgement. The determination of fair value and value-in-use requires management to make estimates and assumptions about expected production and sales volumes, commodity prices (considering current and historical prices, price trends and related factors), reserves, operating costs, closure and rehabilitation costs and future capital expenditure. These estimates and assumptions are subject to risk and uncertainty; hence there is a possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances, some or all of the carrying value of the assets may be impaired and the impairment would be charged against the income statement. The total of property, plant and equipment amounted to US$654,392 thousand as of 31 December 2015 (2014: US$926,433 thousand). See also Note 17 for further information. As outlined in Note 18 the impairment testing of goodwill is based on significant judgements and assumptions made by management when performing the annual impairment testing of these non-current assets. Changes to be made to these assumptions may alter the results of the impairment testing, the impairment charges recorded in the income statement and the resulting carrying values of the FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 108 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Note 4: Use of estimates and critical judgements continued non-current assets tested. The carrying amount of the goodwill amounted to US$32,938 thousand as of 31 December 2015 (2014: US$50,009 thousand). Related disclosures are also made in Note 18. Capitalised stripping costs Overburden and other mine waste materials have to be removed prior to the production of the mine in order to gain access to the iron ore body. These activities are referred to as pre-production stripping costs and are capitalised under assets under construction. The pre- production stripping costs are capitalised based on calculations which require the use of judgement and estimates in terms of estimated tonnage of overburden and waste material to be removed during the lifetime of the mine and the expected recoverable reserves that can be extracted. The change of the mine plan (life and design) in the future may result in changes to the expected stripping ratio (waste to mineral reserves ratio) and require adjustment of the capitalised pre-production stripping costs. Production stripping costs are capitalised when the stripping activities in the production phase of a mine result in improved access to components of the ore body. An important area of judgement is the distinction between the pre-production and production phase of a mine together with the identification of the components of the ore body and the allocation of the production stripping costs to the components of the ore body or the inventory produced. At 31 December 2015, the carrying amount of capitalised pre-production stripping costs included in assets under construction amounted to US$70,530 thousand (2014: US$85,698 thousand). No production stripping costs are capitalised as at 31 December 2015 (2014: nil). See also Note 17 for further information. Lean and weathered ore Iron ore of various grades is currently being extracted at the Group’s two operating mines GPL and Yeristovskoye. The Group has one processing plant at FPM. In order to maximise the operational efficiency and output of the processing facility, management determines the optimal mix and grade of ore to be delivered to the processing facility from each mine. During the financial years 2013, 2014 and 2015, the dominant grade of ore used for processing was of higher grade and ore of lower iron content or more difficult to process was stockpiled to be processed in subsequent periods. As at 31 December 2015, the Group had stock of lean and weathered ore extracted by OJSC Ferrexpo Poltava Mining (“FPM”) and LLC Ferrexpo Yeristovo Mining GOK (“FYM”) totalling US$98,802 thousand (2014: US$81,987 thousand). It is the Group’s intention to process the stockpiled lean and weathered ore. Based on the Group’s current processing plans it is not expected that the volume of lean and weathered ore stockpiled will be processed within the next year. As a consequence, the entire balance is classified as non-current in the Group’s consolidated statement of financial position for the financial year ended 31 December 2015. As at 31 December 2015, the lean and weathered ore is valued at cost and the calculated net realisable value for both is above the expected cost if converted into pellets or concentrate. During the financial year 2015, the Group changed the cost allocation method used for the valuation of the lean ore in order to align it to the local requirements. The lean ore is now valued based on the ore volume whereas under the previous method it was valued based on the ore grade resulting in an increase of the inventory balance and a reduction of the cost of production by US$5,600 thousand. As a result of the continued devaluation of the UAH, the carrying value of the extracted and stockpiled ore is expected to fall further. A potential trigger for any future impairment would be any change to the Group’s plans in respect of the completion of the capacity upgrade programme at FPM. Taxes recoverable The Group has limited domestic sales within Ukraine and exports the majority of its products so that VAT paid on purchases of goods and capital equipment cannot be fully offset from VAT on domestic sales. Consequently, the Group relies on timely refunds to be made by the Ukrainian government tax authority. As at 31 December 2015, US$30,613 thousand (2014: US$12,905 thousand) were overdue and US$1,147 thousand (2014: US$3,578 thousand) in the process of being considered by the Ukrainian court system in several different cases. The management is of the opinion that these balances will be recovered during the next 12 months in full. An allowance of US$1,059 thousand has been recorded as at 31 December 2015 (2014: US$1,710 thousand) in respect of the outstanding VAT balance from one of the Ukrainian subsidiaries with its mine still being developed. Based on the Ukrainian tax legislation, the refund of the outstanding VAT balances can only be expected once the subsidiary is in operation. However, at this point of time, the exact timing of the start of the operation is not known. The significant devaluation of the Ukrainian Hryvnia resulted in a translation adjustment on the gross VAT balance of US$25,613 thousand during the financial year 2015 (2014: US$126,414 thousand). Additional disclosures are made in Note 23. During the financial years 2013, 2014 and 2015 current VAT was refunded only against corporate profit tax prepayments. As a result of such prepayments made, the balance of prepaid corporate profit tax in Ukraine increased from US$24,869 thousand to US$54,482 during the last three financial years. The management is of the view that the prepaid corporate profit tax will be recovered in future periods either through offset with future profits or an issuance of bonds by the Ministry of Finance as happened during the financial year 2014 for overdue VAT receivable balances. However, the recovery through offset with future profits depends on pellet prices in the global market, the future agreement with the Ukrainian government tax authorities, the local tax law and the development of foreign exchange rates which are outside of management’s control. During the financial year 2015, the balance of prepaid corporate profit tax was subject to a translation adjustment of US$24,608 thousand (2014: US$58,094 thousand) due to the significant devaluation of the Ukrainian Hryvnia. See also Note 15 for further details. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 109 Note 4: Use of estimates and critical judgements continued Deferred income tax The Group’s accounting policy for taxation requires management’s judgement in assessing whether deferred tax assets and certain deferred tax liabilities are recognised on the statement of financial position. Deferred tax assets, including those arising from unrecouped tax losses, capital losses and temporary differences, are recognised only where it is considered more likely than not that they will be recovered, which is dependent on the expected generation of sufficient future taxable profits. A deviation between expected and effective future taxable profits in the different local jurisdictions may have an adverse impact on the recognised deferred tax balances in the consolidated financial statements of the Group. Assumptions about the generation of expected future taxable profits depend on management’s estimates of future cash flows. These depend on estimates of future production and sales volumes, commodity prices, reserves, operating costs, closure and rehabilitation costs, capital expenditure, dividends and other capital management transactions. Judgements are also required about the application of income tax legislation. These judgements and assumptions are subject to risk and uncertainty, hence there is a possibility that changes in circumstances will alter expectations, which may impact the amount of recognised deferred tax balances in the consolidated financial statement of the Group and the amounts of other tax losses and temporary differences not yet recognised. In such circumstances, some, or all, of the carrying amount of recognised deferred tax assets and liabilities may require adjustment, resulting in a corresponding credit or charge to the income statement. At 31 December 2015, the Group’s consolidated financial statements showed deferred tax assets of US$71,096 thousand (2014: US$32,358 thousand) and deferred tax liabilities of US$382 thousand (2014: US$841 thousand). The total balance of deferred tax assets includes the effect of US$28,420 thousand from the recognition of a temporary difference in respect of the allowance recorded for restricted cash and deposits balances not available to the Group as a result of the insolvency of the Group’s transactional bank in Ukraine. This charge is currently not tax deductible in Ukraine, but the Group is confident that charge will be tax deductible in future periods based on the current legislation and that it will be used to offset with future profits generated in Ukraine. See also Note 15 for further information. Net investments in foreign operations Throughout the Group there are various intercompany balances between subsidiaries, including loans that are used to finance mainly capital expenditure projects as well as working capital requirements. The vast majority of these loans are denominated in US Dollars and are translated into the respective local functional currencies in the subsidiaries’ local accounts. Loans for which settlement is neither planned nor likely to occur in the foreseeable future are, in substance, a part of the Group’s net investment in that foreign operation and translation differences on these loans are recognised in other comprehensive income (translation reserve) and only reclassified from the translation reserve to profit or loss on disposal of the respective net investment. It is the Group management’s view that the total balance of the loans granted by the Group to its Ukrainian subsidiaries qualify as net investments in its foreign operations and the translation losses totalling US$472,492 thousand for the financial year 2015 (2014: US$1,205,667 thousand) are consequently recognised in other comprehensive income. The significant translation losses are a result of the devaluation of the Ukrainian Hryvnia compared to the US Dollar. During the financial year 2015, the Ukrainian Hryvnia has devalued by approximately 52% (2014: 97%) compared to the US Dollar from 15.769 as at 31 December 2014 to 24.001 as at the end of this reporting period. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 110 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Note 5: Segment information The Group is managed as a single entity, which produces, develops and markets its principal product, iron ore pellets, for sale to the metallurgical industry. While the revenue generated by the Group is monitored at a more detailed level, there are no separate measures of profit reported to the Group’s Chief Operating Decision-Maker (“CODM”). In accordance with IFRS 8 Operating segments, the Group presents its results in a single segment, which are disclosed in the income statement for the Group. Management monitors the operating result of the Group based on a number of measures including EBITDA, “C1” costs and the net financial indebtedness. EBITDA The Group presents EBITDA because it believes that EBITDA is a useful measure for evaluating its ability to generate cash and its operating performance. The Group’s full definition of EBITDA is disclosed in the Glossary on page 177. US$000 Profit before tax and finance Allowance for restricted cash Under-recovery and write-down of VAT receivable Write-offs and impairment losses Gain on disposal of available-for-sale investment Share-based payments Losses on disposal of property, plant and equipment Depreciation and amortisation EBITDA Notes Year ended 31.12.15 Year ended 31.12.14 28 23 13 13/31 32 112,403 318,350 174,579 – – 6,790 5,555 83,534 (41,385) 515 4,541 – 530 4,825 56,596 82,269 312,804 496,298 “C1” costs “C1” costs represents the cash costs of production of iron pellets from own ore divided by production volume of own ore, and excludes non-cash costs such as depreciation, pension costs and inventory movements and costs of purchased ore and concentrate. US$000 Cost of sales – pellet production Depreciation and amortisation Purchased concentrate and other items for resale Inventory movements Other non-C1 cost components C1 cost Own ore produced (tonnes) C1 cash cost per tonne (US$) Year ended 31.12.15 Year ended 31.12.14 405,863 586,653 (42,750) (64,137) (21,142) (27,110) 20,163 10,127 (2,539) (15,546) 359,595 489,987 11,258,446 10,670,445 31.9 45.9 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 111 Note 5: Segment information continued Net financial indebtedness Net financial indebtedness as defined by the Group comprises cash and cash equivalents, term deposits, interest-bearing loans and borrowings and amounts payable for equipment. US$000 Cash and cash equivalents Current borrowings Non-current borrowings Net financial indebtedness Notes As at 31.12.15 As at 31.12.14 28 30 30 35,330 626,509 (203,299) (248,374) (700,351) (1,056,253) (868,320) (678,118) The Group’s net financial indebtedness was reduced by the insolvency of the Group’s transactional bank in Ukraine resulting in a reduction of the balance of cash and cash equivalents available in Ukraine (see Note 29). The Group’s cash and cash equivalents balance was further reduced by debt repayments of US$393,876 thousand, of which US$153,613 thousand were related to a bond exchange completed in February and July 2015 and were prepaid in respect of the bonds falling due in April 2016 (see Note 30). Disclosure of revenue and non-current assets The Group does not generate significant revenues from external customers attributable to the United Kingdom, the Company’s country of domicile. The information on the revenues from external customers attributed to the individual foreign countries is given in Note 6. The Group does not have any significant non-current assets that are located in the country of domicile of the Company. The vast majority of the non-current assets are located in Ukraine. Note 6: Revenue Accounting policy Revenue recognition Revenue is recognised to the extent that it is probable that economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria are to be met before revenue is recognised: Sale of goods including pellet sales Revenue is recognised when the risks and rewards of ownership of the goods have passed to the buyer and can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods provided in the normal course of business, net of discounts, customs duties and sales taxes. Risks and rewards of the ownership of goods passes when title for the goods passes to the customer as determined by the terms of the sales agreement. The sales are typically made under the following terms: – CIF (Cost Insurance and Freight); – CFR (Cost and Freight); – DAP (Delivery At Place); or – FOB (Free on Board). Under the CFR and FOB terms the title passes on the bill of lading date whereas under the other terms revenue is recognised when goods arrive at agreed destination or at border crossing. If the sales agreement allows for adjustment of the sales prices based on survey of the goods by the customer (e.g. ore content) the revenue is recognised based on the most recent determined product specification. Logistic services Revenue from logistic services rendered is recognised as the services are completed. Where services are invoiced in advance of discharge, amounts attributable to the time between the end of the reporting period and the discharge date are deferred. Other sales and services provided include predominantly the revenue generated from the sale of other materials, such as gravel, and repair and maintenance works provided to third parties. The revenues are recognised when the title passes for material sold or services provided are completed. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 112 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Note 6: Revenue continued Revenue for the year ended 31 December 2015 consisted of the following: US$000 Revenue from sales of iron ore pellets and concentrate: Export Total revenue from sale of iron ore pellets and concentrate Revenue from logistics and bunker business Revenue from other sales and services provided Total revenue Year ended 31.12.15 Year ended 31.12.14 895,520 1,290,695 895,520 1,290,695 61,247 90,661 4,236 6,929 961,003 1,388,285 Export sales of iron ore pellets and concentrate by geographical destination showing separately countries that individually represented more than 10% of export sales in either current or prior year were as follows: US$000 Traditional Market Austria Slovakia Others Growth market China Japan Others Natural Market Germany Turkey Others Total exports Year ended 31.12.15 Year ended 31.12.14 431,429 594,045 188,284 318,707 96,211 132,958 146,934 142,380 312,736 493,964 193,566 327,579 86,343 166,385 32,827 – 151,355 202,686 102,985 103,494 45,497 99,192 2,873 – 895,520 1,290,695 During the year ended 31 December 2015 sales made to three customers accounted for 41.7% of the revenues from export sales of ore pellets and concentrate (2014: 45.2%). Sales to customers that individually represented more than 10% of total sales in either current or prior year are as follows: US$000 Customer A Customer B Customer C Year ended 31.12.15 Year ended 31.12.14 188,284 318,707 96,211 132,958 69,255 131,613 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS Note 7: Cost of sales Cost of sales for the year ended 31 December 2015 consisted of the following: US$000 Energy Personnel Materials Repairs and maintenance Depreciation and amortisation Royalties and levies Purchased concentrate and other items for resale Inventory movements Logistics and bunker business Other Total cost of sales Thereof for pellet production Thereof for logistics and bunker business Note 8: Selling and distribution expenses Selling and distribution expenses for the year ended 31 December 2015 consisted of the following: US$000 Pellet transportation Personnel Logistics business Advertising Depreciation Other Total selling and distribution expenses 113 Year ended 31.12.15 Year ended 31.12.14 186,312 262,936 28,773 50,851 72,653 85,043 37,388 59,780 42,750 64,137 19,653 22,801 21,142 27,110 (20,163) (10,127) 40,893 61,307 17,355 24,122 446,756 647,960 405,863 586,653 40,893 61,307 Year ended 31.12.15 Year ended 31.12.14 178,902 249,528 4,472 4,833 18,793 26,596 11,269 12,070 10,352 14,010 2,434 4,477 226,222 311,514 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 114 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Note 9: General and administrative expenses General and administrative expenses for the year ended 31 December 2015 consisted of the following: US$000 Personnel Office, maintenance and security Professional fees Audit and non-audit fees Depreciation and amortisation Other Total general and administrative expenses Year ended 31.12.15 Year ended 31.12.14 22,123 28,406 4,788 5,697 1,587 1,540 1,368 6,780 6,990 2,011 2,084 2,371 37,103 48,642 Auditor remuneration Auditor remuneration paid in respect of the audit of the financial statements of the Group and its subsidiary companies and for the provision of other services not in connection with the audit is disclosed below: US$000 Audit services Ferrexpo plc Annual Report Subsidiary entities Total audit services Audit-related assurance services Total audit and audit-related assurance services Non-audit services Assurance related services Tax advisory Tax compliance Other services Total non-audit services Total auditor remuneration Year ended 31.12.15 Year ended 31.12.14 1,106 302 1,408 156 1,564 – 22 – 1 23 1,106 301 1,407 186 1,593 47 4 4 363 418 1,587 2,011 During the financial year 2015 non-audit services totalling US$681 thousand (2014:US$247 thousand) in relation to assurance services provided for liability management activities of the Group have been capitalised as prepaid arrangement fees and are not included in the table above. Assurance related services in the comparative period ended 31 December 2014 include fees paid for services provided in relation to raising of new debt for the Group. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 115 Note 10: Other income Accounting policy Other income mainly includes lease income generated from the lease of rail wagons, mining equipment and premises and the proceeds from the sale of spare parts, scrap metal and fuel and compensations received from insurance companies. Lease income is recognised based on the underlying contractual basis over the term of the lease. Other income from the sale of consumable materials is recognised as revenue when the title passes. Other income for the year ended 31 December 2015 consisted of the following: US$000 Lease income Other income Total other income Note 11: Other expenses Other expenses for the year ended 31 December 2015 consisted of the following: US$000 Community support donations Movements in allowance for doubtful receivables and prepayments made Other personnel costs Other Total other expenses Year ended 31.12.15 Year ended 31.12.14 421 6,431 6,852 737 8,357 9,094 Year ended 31.12.15 Year ended 31.12.14 25,820 39,077 114 1,261 5,531 8,011 1,601 8,325 32,726 57,014 Information on the Group’s community support donations is provided in the CSR paragraph in the Performance Review on page 28 and the Corporate Social Responsibility section on page 41. The vast majority of the movements in allowance for doubtful receivables and prepayments in the comparative period ended 31 December 2014 is related to an allowance recorded for prepayments made for 300 rail cars ordered, but not yet fully delivered due to the ongoing conflict in the eastern part of Ukraine. See also Note 39. Note 12: Foreign exchange gains and losses Accounting policy Foreign exchange gains and losses are reported on a net basis. Operating foreign exchange gains and losses are those resulting directly from the Group’s operating activities. Non-operating gains and losses are predominantly those associated with the Group’s financing and treasury activities including the translation of interest-bearing loans and borrowings denominated in currencies different to the respective functional currencies and transactional gains and losses from the conversion of cash balances in currencies different to the local functional currencies at exchange rates different to those at the initial recognition date. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Note 12: Foreign exchange gains and losses continued Foreign exchange gains and losses for the year ended 31 December 2015 consisted of the following: US$000 Operating foreign exchange gains/(losses) Revaluation of trade receivables Revaluation of trade payables Other Total operating foreign exchange gains Non-operating foreign exchange (losses)/gains Revaluation of interest-bearing loans Conversion of cash and cash equivalents Other Total non-operating foreign exchange (losses)/gains Total foreign exchange gains Year ended 31.12.15 Year ended 31.12.14 25,943 78,827 118 (36) (2,265) (190) 26,025 76,372 (39,858) (76,517) 26,368 81,192 (4,260) (19,521) (17,750) (14,846) 8,275 61,526 During the financial year 2015, the Ukrainian Hryvnia has devalued by approximately 52% (2014: 97%) compared to the US Dollar from 15.769 as at 31 December 2014 to 24.001 as at the end of this reporting period. This has had a significant impact on the carrying values of property plant and equipment (Note 17), income taxes recoverable and prepaid (Note 15) and other taxes recoverable and payable (Note 23). Note 13: Write-offs and impairment losses Accounting policy The Group assesses at each reporting date whether there are indications that assets may be impaired or previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, or when annual impairment testing for an asset is required, the Group estimates the assets’ recoverable amounts. If the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. Impairment losses of continuing operations are recognised in the income statement. Further information on the annual impairment testing of goodwill is provided in Note 18. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. In this case, the carrying amount of the asset is increased to its recoverable amount, but not exceeding the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the income statement and the basis for future depreciation is adjusted accordingly. Impairment losses in respect of goodwill are not reversed. Write-offs and impairment losses for the year ended 31 December 2015 consisted of the following: US$000 Write-off of receivables and prepayments Write-off of VAT receivables Write-off of inventories Write-off of property, plant and equipment Impairment of available-for-sale investments, net of amounts reclassified from other comprehensive income Impairment of available-for-sale investments Total write-offs and impairment losses Notes Year ended 31.12.15 Year ended 31.12.14 23 20 17 31 31 4,598 – – 1,351 (59) 992 – 24 48 47 (294) 82,382 5,555 83,534 The write-off of receivables and prepayments is predominantly related to the cancellation of contract for equipment ordered and partially prepaid in line with the terms of the contract. Further information on the impairment of available-for-sale investments are provided in Note 31. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 117 Note 14: Finance income and expense Accounting policy Finance income comprises interest income on funds invested and the effect of unwinding discounts recorded in previous periods. Interest income is recognised as it accrues using the effective interest method. Finance expense is expensed as incurred and includes the interest on loans and borrowings and defined benefit plans. Finance expense also include bank charges, such as arrangement fees, charged in relation to the Group’s major debt facilities. Finance expense also comprises the effect from discounting receivable balances (including overdue VAT balances) expected to be received more than 12 months after the period end. Borrowing costs incurred in respect of the financing of construction or production of a qualifying asset are capitalised up to the date when the asset is ready for its intended use. See also Note 17 for further details. Finance income and expense for the year ended 31 December 2015 consisted of the following: US$000 Finance income Interest income Other finance income Total finance income Finance expense Interest expense on financial liabilities measured at amortised cost Effect from capitalised borrowing costs Interest on defined benefit plans Bank charges Other finance costs Total finance expense Net finance expense Year ended 31.12.15 Year ended 31.12.14 1,268 2,299 1,226 16,951 2,494 19,250 (61,505) (58,371) 5,440 8,748 (2,880) (4,306) (12,282) (13,490) (570) (1,053) (71,797) (68,472) (69,303) (49,222) Other finance income in the comparative period includes a US$16,497 thousand release of a discount recorded in the prior years to reflect changes in the estimated timing of receipts for VAT in dispute that was previously expected to be recovered over a protracted period of time. Further information is provided in Note 23. This discount was built up in periods prior to the periods disclosed above and recorded as a finance cost. Note 15: Taxation Accounting policy Current income tax Current income taxes are computed based on enacted or substantively enacted local tax rates and laws at the reporting date and the expected taxable incomes of the subsidiaries for the respective period. Current income taxes are recognised as an expense or income in the consolidated income statement unless related to items recognised in the consolidated statement of comprehensive income or directly in equity or if related to the initial accounting for a business combination. Deferred income tax Deferred income tax is provided using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are generally recognised for taxable temporary differences, if it is probable that they become taxable. Deferred income tax assets are generally recognised for deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 118 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Note 15: Taxation continued Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. No deferred assets or liabilities are recognised if the temporary differences arise from the initial recognition of assets and liabilities in a transaction, other than in a business combination, which affects neither the accounting profit nor taxable profit or loss. Deferred tax liabilities are recognised in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, except where the Group is able to control the reversal of the temporary differences and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets in relation to temporary differences on such investments and interests are recognised to the extent that it is probable that there are sufficient taxable profits available against which the benefits of the temporary differences can be utilised and that they are expected to reverse in the foreseeable future. The carrying amount of deferred income tax assets is 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 income tax asset to be utilised. Additionally, unrecognised deferred income tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Income tax effects on items directly recognised in other comprehensive income or equity are also recognised in other comprehensive income or equity. Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. The income tax expense for the year ended 31 December 2015 consisted of the following: US$000 Current income tax Current income tax charge Amounts related to previous years Total current income tax Deferred income tax Origination and reversal of temporary differences Effect from changes in tax laws and rates Total deferred income tax Total income tax (credit)/expense Year ended 31.12.15 Year ended 31.12.14 34,180 87,556 (189) (142) 33,991 87,414 (40,099) (13,694) – (3,278) (40,099) (16,972) (6,108) 70,442 Other comprehensive income contained taxes on the following items charged or credited to it for the year ended 31 December 2015: US$000 Tax effect of exchange differences arising on translating foreign operations Tax effect of remeasurement gains on defined pension liability Total income taxes charged to other comprehensive income Year ended 31.12.15 Year ended 31.12.14 40,978 80,394 (722) (195) 40,256 80,199 The weighted average statutory corporate income tax rate is calculated as the average of the statutory tax rates applicable in the countries, in which the Group operates, weighted by the profits and losses before tax of the subsidiaries in the respective countries, as included in the consolidated financial information. The weighted average statutory corporate income tax rate before special items was 12.4% for the financial year 2015 (2014: 13.6%), which excludes the tax effect of the non-recurring charge related to the restricted cash and deposits balances (see Note 29), which, if included, would have resulted in a negative weighted averaged statutory corporate income tax rate. The income tax credit of US$6,108 thousand for the financial year 2015 results from a deferred tax credit of US$28,420 thousand relating to the recognition of a deferred tax asset in respect of the allowance for the restricted cash and deposits for which the Group expects that it will become tax deductible in a future period. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 119 Note 15: Taxation continued A reconciliation between the income tax charged in the accompanying financial information and income before taxes multiplied by the weighted average statutory tax rate for the year ended 31 December 2015 is as follows: US$000 Profit before tax Notional tax charge computed at the weighted average statutory tax rate of 12.4% (2014: 13.6%) Effect of higher local tax rate on special items Reassessment of prior year temporary differences Effect from changes in local tax rates Effect from utilisation of non-recognised deferred tax assets Expenses not deductible for tax purposes Tax exempted income Non-recognition of deferred taxes on current year losses Tax related to prior years Other (including translation differences) Total income tax (credit)/expense Reconciliation of tax effect on special items: Loss before tax on special items Notional tax credit computed at the weighted average statutory tax rate of 12.4% (2014: 13.6%) Effect of higher local tax rate on special items Effect from utilisation of non-recognised deferred tax assets Expenses not deductible for tax purposes Effect from change in permanent differences Non-recognition of deferred tax asset Tax credit on special items The net balance of income tax receivable changed as follows during the financial year 2015: US$000 Opening balance Income statement charge Charge through other comprehensive income Tax paid Translation difference Closing balance Year ended 31.12.15 Year ended 31.12.14 25,350 254,282 3,142 34,654 (11,987) (657) – (2,165) – 1,489 (3,278) – 7,383 37,436 (5,168) 3,634 (189) (101) (856) 2,366 (142) (1,227) (6,108) 70,442 (138,749) (83,534) (17,197) (11,380) (11,987) (2,165) – – – 11,380 688 2,241 (28,420) – – – Year ended 31.12.15 Year ended 31.12.14 67,884 74,921 (33,991) (87,414) 28,811 11,054 80,394 58,077 (24,608) (58,094) 49,150 67,884 During the financial year 2015, the Ukrainian Hryvnia has devalued by approximately 52% (2014: 97%) compared to the US Dollar; from 15.769 as at 31 December 2014 to 24.001 as at the end of this reporting period. Split by: US$000 Income tax receivable balance – current Income tax receivable balance – non-current Income tax payable balance Net income tax receivable As at 31.12.15 2,829 As at 31.12.14 – 54,482 73,782 (8,161) (5,898) 49,150 67,884 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 120 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Note 15: Taxation continued During the financial years 2014 and 2015, current VAT receivable balances in Ukraine were mainly recovered in exchange for prepayments of corporate profit tax. As at 31 December 2015, these prepayments totalled US$54,482 thousand (2014: US$73,764 thousand) and it is management’s view that this balance will be either offset with future profits or recovered through an issuance of bonds by the Ministry of Finance as happened during the financial year 2014 for overdue VAT receivable balances (see Note 23). As at the date of the preparation of these financial statements, there is an uncertainty as to the timing of the recovery of this balance. In light of this uncertainty, it was considered most appropriate to classify the entire balance as non-current in the consolidated statement of financial position. Temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes and the capitalisation of available tax loss carry forwards results in the following deferred income tax assets and liabilities at 31 December 2015: Consolidated statement of financial position Consolidated income statement US$000 Allowance for restricted cash Trade and other receivables Inventories Property, plant and equipment Intangible assets Tax losses recognised Other financial assets Trade and other payables Accrued expenses Defined benefit pension liability Provision for site restoration Other financial liabilities As at 31.12.14 Year ended 31.12.15 Year ended 31.12.14 As at 31.12.15 27,722 – – 93 28,420 (63) 518 1,577 1,630 14,001 18,466 2,281 70 89 12 12,659 1,717 (1,222) 138 22 12,607 2,911 113 – 150 23 7,055 4,930 303 122 3 7 8,776 (386) (89) (82) – 68 974 5,920 (6) 657 (4) 10 7,764 592 116 124 Total deferred tax assets/change Thereof netted against deferred tax liabilities Total deferred tax assets as per the statement of financial position Trade and other receivables Inventories Accrued income and prepaid expenses Property, plant and equipment Other non-current assets Other financial assets Trade and other payables Accrued expenses Lease obligations Total deferred tax liabilities/change Thereof netted against deferred tax assets Total deferred tax liabilities as per the statement of financial position 71,820 34,578 38,175 16,215 (724) (2,220) 71,096 32,358 (343) – (107) (487) – (169) – – – (639) (219) (354) 295 254 129 (1,324) 1,008 – (525) – – – – 238 – – – 65 (87) 27 602 408 (357) 84 9 6 (1,106) (3,061) 1,924 757 724 (382) 2,220 (841) Net deferred tax assets/net change 70,714 31,517 40,099 16,972 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS Note 15: Taxation continued The movement in the deferred income tax balance is as follows: US$000 Opening balance Income statement credit Booked through other comprehensive income Translation differences Closing balance 121 Year ended 31.12.15 Year ended 31.12.14 31,517 40,099 12,167 35,581 16,972 (109) (13,069) (20,927) 70,714 31,517 During the finanancial year 2015, the Ukrainian Hryvnia has devalued compared to the US Dollar from 15.769 as of 31 December 2014 to 24.001 as of 31 December 2015 reducing the balance of deferred tax assets and liabilities by US$13,069 thousand. This effect is reflected in the translation reserve included in shareholder’s equity. See also Note 36. As at 31 December 2015, the Group had deductible temporary differences on available tax loss carry forwards in the amount of US$233,088 thousand (2014: US$222,884 thousand) for which no deferred tax assets were recognised. Temporary differences associated with investments in subsidiaries for which deferred tax liabilities have not been recognised amount to US$370,886 thousand (2014: US$311,648 thousand). Note 16: Earnings per share and dividends paid and proposed Accounting policy Basic number of Ordinary Shares outstanding The basic number of Ordinary Shares is calculated by reducing the total number of Ordinary Shares in issue by the weighted average of shares held in treasury and employee benefit trust reserve. The number of Ordinary Shares in issue excludes the shares held by the Employee Benefit Trust and the treasury shares held by the Group. The basic earnings per share (“EPS”) are calculated by dividing the net profit for the year attributable to ordinary equity shareholders of Ferrexpo plc by the weighted average number of Ordinary Shares. Dilutive potential Ordinary Shares The dilutive potential Ordinary Shares outstanding are calculated by adjusting the weighted average number of Ordinary Shares in issue on the assumption of conversion of all potentially dilutive Ordinary Shares. All share awards that are potentially dilutive are considered in the calculation of diluted earnings per share. Before special items Special items Year ended 31.12.15 Before special items Special items Year ended 31.12.14 Earnings/(loss) for the year attributable to equity shareholders per share Basic (US cents) Diluted (US cents) 23.92 23.86 (18.27) (18.23) 5.65 5.63 44.73 44.63 (14.27) (14.24) 30.46 30.39 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 122 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Note 16: Earnings per share and dividends paid and proposed continued The calculation of the basic and diluted earnings per share is based on the following data: Thousand Weighted average number of shares Basic number of Ordinary Shares outstanding Effect of dilutive potential Ordinary Shares Diluted number of Ordinary Shares outstanding Dividends paid and proposed No final dividend is proposed for the financial year 2015. US$000 Dividends paid during the year Interim dividend for 2015: 3.3 US cents per Ordinary Share Final dividend for 2014: 3.3 US cents per Ordinary Share Special dividend for 2014: 6.6 US cents per Ordinary Share Total dividends paid US$000 Dividends proposed Final dividend for 2014: 3.3 US cents per Ordinary Share Special dividend for 2014: 6.6 US cents per Ordinary Share Total dividends proposed Dividends paid during the year Interim dividend for 2014: 3.3 US cents per Ordinary Share Final dividend for 2013: 3.3 US cents per Ordinary Share Special dividend for 2013: 6.6 US cents per Ordinary Share Total dividends paid Year ended 31.12.15 Year ended 31.12.14 585,462 585,413 1,422 1,258 586,884 586,671 Year ended 31.12.15 19,364 19,517 38,667 77,548 Year ended 31.12.14 19,320 38,640 57,960 19,011 19,279 38,614 76,904 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 123 Note 17: Property, plant and equipment Accounting policy Property, plant and equipment Property, plant and equipment is stated at cost, net of accumulated depreciation and/or accumulated impairment losses. Such cost includes the cost of replacing part of the property, plant and equipment and borrowing costs for qualifying assets (see below) if the recognition criteria are met. The cost of self-constructed assets includes the cost of materials, direct labour and an appropriate proportion of production overheads. Major spare parts and servicing equipment qualify as property, plant and equipment when they are expected to be used during more than one period. Expenditure incurred after the assets have been put into operation, such as repairs and maintenance and overhaul costs, are charged to the income statement in the period the costs are incurred unless it can be demonstrated that the expenditure results in future economic benefits, the expenditure is capitalised as an additional cost. Upon recognition, items of property, plant and equipment are divided into components, which represent items with a significant value that have different useful lives. Assets included in property, plant and equipment are depreciated over their estimated useful life taking into account their own physical life limitations and the present assessment of economically recoverable reserves of the mine property at which the asset are located. The remaining useful lives for major assets are reassessed on a regular basis. Changes in estimates, which affect the unit of production calculations, are accounted for prospectively. Except for mining assets, which are depreciated using the unit of production method, depreciation is calculated on a straight-line basis over the estimated useful life of the asset, as follows: – Buildings: – Vessels: – Plant and equipment: – Vehicles: – Fixtures and fittings: 20–50 years 30–40 years 3–15 years 7–15 years 2.5–10 years An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the income statement in the period the item is derecognised. Assets in the course of construction are initially recognised in assets under construction. Assets under construction are not depreciated. On completion of the asset and when available for use, the cost of construction is transferred to the appropriate asset category in property, plant and equipment and depreciation commences. Freehold land is not depreciated. Stripping costs included in mining assets and assets under construction Stripping costs in relation to mine exploration, evaluation and development costs incurred are capitalised and included in assets under construction up to the commencement of the production of the mine or area in the mine. Stripping work comprises overburden removal at the pre-production, mine extension and production stages. After the commencement of production, the respective capitalised pre-production stripping costs are transferred to mining assets and depreciated using the unit of production method based on the estimated economically recoverable reserves to which they relate. The production stripping costs are generally charged to the income statement as variable production costs. The production stripping costs are only capitalised if a stripping activity results in improved access to a component ore body. If capitalised, the production stripping costs are included in mining assets and depreciated using the same methodology as for the capitalised pre-production stripping costs. No production stripping costs are capitalised as at 31 December 2015 (2014: nil). The cost of removal of the waste material during a mine’s production phase is expensed as incurred. Exploration and evaluation assets Costs incurred in relation to the exploration and evaluation of potential iron ore deposits are capitalised and classified as tangible or intangible assets depending on the nature of the expenditures. Costs associated with exploratory drilling, researching and analysing of exploration data and costs of pre-feasibility studies are included in tangible assets whereas those associated with the acquisition of licences are included in intangible assets. Capitalised exploration and evaluation expenditures are carried forward as an asset as long as these costs are expected to be recouped in full through successful development and exploration in a future period. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 124 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Note 17: Property, plant and equipment continued Exploration and evaluation assets are measured at cost and are neither amortised nor depreciated, but monitored for indications of impairment. To the extent that the capitalised expenditures are not expected to be recouped the excess is fully provided for in the financial year in which this is determined. Upon reaching the development stage, exploration and evaluation assets are either transferred to assets under construction or other intangible assets, if those costs were associated with the acquisition of licences. Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale (qualifying asset) are capitalised as part of the cost of the respective asset. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that incurred in connection with the borrowing of the funds. In the case of general borrowings used to fund the acquisition or construction of a qualifying asset, the borrowing costs to be capitalised are calculated based on a weighted average interest rate applicable to the relevant general borrowings of the Group during a specific period. See also Note 13 in respect of write-offs and impairments. As at 31 December 2015 property, plant and equipment comprised: US$000 Cost: Exploration and evaluation Land Mining assets Buildings Vessels Plant and equipment Vehicles Fixtures and fittings Assets under construction Total At 1 January 2014 3,205 10,039 371,898 268,314 116,053 416,587 397,142 8,436 321,002 1,912,676 Additions Transfers Disposals 749 – – 1,059 539 (3,330) – 2,332 664 684 1,303 120 255,341 262,252 299 (263) 73,214 2,624 78,423 12,632 2,800 (170,531) – (1,936) (1,673) (16,753) (3,663) (178) (2,887) (30,683) Translation differences (1,707) (3,728) (183,408) (146,169) (10,501) (219,873) (198,957) (4,121) (183,915) (952,379) At 31 December 2014 2,247 4,579 188,526 195,755 107,167 259,068 208,457 7,057 219,010 1,191,866 Additions Transfers Disposals 249 – – – 82 – – 46 421 – – 6 25,119 4,312 37,517 11,100 73 574 92,718 93,467 (78,750) – (255) (1,858) (308) (11,462) (2,980) (203) (497) (17,563) Translation differences (797) (1,572) (64,664) (68,773) (7,779) (90,038) (72,217) (1,883) (68,810) (376,533) At 31 December 2015 1,699 3,089 123,653 150,664 103,392 195,085 144,366 5,618 163,671 891,237 Depreciation: At 1 January 2014 Depreciation charge Disposals Transfers Impairment Translation differences At 31 December 2014 Depreciation charge Disposals Transfers Impairment Translation differences At 31 December 2015 Net book value at: 31 December 2014 – – – – – – – – – – – – – – – – – – – – – – – – – – 33,919 62,067 16,627 165,774 95,239 25,116 12,963 8,213 26,652 23,610 5,069 1,347 – – – (706) (1) (8,005) (1,562) (158) 8 – – – (43) 47 – – 35 – 162 378,857 – – – – 97,901 (10,432) – 47 (22,759) (33,945) (2,167) (86,831) (52,981) (2,133) (124) (200,940) 36,276 40,387 22,672 97,594 64,306 4,160 38 265,433 15,024 – – – 8,852 (559) – – 7,111 18,894 16,276 33 – 11 (4,642) (1,182) – – – – 601 (197) – – (14,000) (14,687) (1,885) (34,840) (23,399) (956) 37,300 33,993 27,942 77,006 56,001 3,608 – – – 981 (24 ) 995 66,758 (6,547) – 992 (89,791) 236,845 2,247 4,579 152,250 155,368 84,495 161,474 144,151 2,897 218,972 926,433 31 December 2015 1,699 3,089 86,353 116,671 75,450 118,079 88,365 2,010 162,676 654,392 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 125 Note 17: Property, plant and equipment continued During the financial year 2015, the Ukrainian Hryvnia has devalued compared to the US Dollar from 15.769 as of 31 December 2014 to 24.001 as of 31 December 2015 reducing property, plant and equipment by US$286,742 thousand. This effect is reflected in the translation reserve included in shareholder’s equity. See also Note 36. Assets under construction consist of ongoing capital projects amounting to US$92,146 thousand (2014: US$133,274 thousand) and capitalised pre-production stripping costs of US$70,530 thousand (2014: US$85,698 thousand). Once production commences, stripping costs are transferred to mining assets. Property, plant and equipment includes capitalised borrowing costs on qualifying assets of US$13,021 thousand (2014: US$13,162 thousand). The capitalised borrowing costs on general borrowings were determined based on the capitalisation rate of 6.3% (2014: 5.8%), which is the average effective interest rate on general borrowings during the period. The Group has no specific borrowings in relation to qualifying assets during either reporting period. The carrying value of equipment held under finance leases and hire purchase contracts at 31 December 2015 was US$4,396 thousand (2014: US$11,555 thousand). Leased assets and assets under hire purchase contracts are pledged as security for the related finance leases and hire purchase liabilities. US$69,340 thousand of property, plant and equipment have been pledged as security for liabilities (2014: US$115,988 thousand). The gross value of fully depreciated property, plant and equipment that is still in use is US$20,461 thousand (2014: US$25,566 thousand). Note 18: Goodwill and other intangible assets Accounting policy Goodwill If the cost of acquisition in a business combination exceeds the identifiable net assets attributable to the Group, the difference is considered as purchased goodwill, which is not amortised but annually reviewed for impairment or in case of an indication of impairment. In the case that the identifiable net assets attributable to the Group exceed the cost of acquisition, the difference is recognised in profit and loss as a gain on bargain purchase. For each business combination, the Group measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets. If the initial accounting for a business combination cannot be completed by the end of the reporting period in which the combination occurs, only provisional amounts are reported, which can be adjusted during the measurement period of 12 months after acquisition date. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill from business combinations is not amortised, but reviewed for impairment at every balance sheet date and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss recognised for goodwill is never reversed in a subsequent period. Exploration and evaluation assets See policy disclosed in Note 17. Other intangible assets Other intangible assets acquired separately are measured on initial recognition at cost and the useful lives are assessed as either finite or indefinite. Following the initial recognition, the intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses. If amortised, the intangible assets are amortised on a straight-line basis over the estimated useful life of the asset, ranging between one and three years. Capitalised mineral licenses are amortised on a unit of production basis. The cost of other intangible assets acquired in a business combination is its fair value as at the date of acquisition. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 126 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Note 18: Goodwill and other intangible assets continued As at 31 December 2015 goodwill and other intangible assets comprised: US$000 Cost: At 1 January 2014 Additions Disposals Translation differences At 31 December 2014 Additions Disposals Translation differences At 31 December 2015 Accumulated amortisation and impairment: At 1 January 2014 Amortisation charge Disposals Reversal of amortisation charge Translation differences At 31 December 2014 Amortisation charge Disposals Reversal of amortisation charge Translation differences At 31 December 2015 Net book value at: 31 December 2014 31 December 2015 Goodwill Exploration and evaluation Other intangible assets Total 98,415 9,169 14,673 122,257 – – 22 – 1,690 (875) 1,712 (875) (48,406) (4,527) (6,627) (59,560) 50,009 4,664 8,861 63,534 – – – – 685 (51) 685 (51) (17,071) (1,600) (2,745) (21,416) 32,938 3,064 6,750 42,752 – – – – – – – – – – – 1,196 3,975 5,171 – – (1,104) 797 (62) – (92) (1,644) 3,066 494 (50) – (782) – – – – – – 797 (62) (1,104) (1,736) 3,066 494 (50) – (782) 2,728 2,728 50,009 32,938 4,664 3,064 5,795 4,022 60,468 40,024 The goodwill acquired through business combinations in previous periods has been allocated for impairment purposes to one cash- generating unit, as the Group only has one operating segment, being the production and sale of iron ore. This represents the lowest level within the Group at which goodwill is monitored for internal management purposes. The major component of other intangible assets comprises mining licences and purchased software. Impairment testing Impairment testing was performed at 31 December 2015 based on a value-in-use calculation using cash flow projections over the remaining estimated lives of the GPL and the Yeristovskoye deposits, which are expected to expire in 2038 and 2037, respectively, according to the current approved mine plans. The estimated production volumes are based on these mine plans and do not take into account the effects of expected future mine life extension programmes. The cash flow projection is based on a financial long-term model approved by the senior management covering the expected life of the mines. The production capacity remains at a fixed level once full capacity is reached and therefore no perpetual growth rate is applied for the cash flow projections beyond this point of time. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 127 Note 18: Goodwill and other intangible assets continued The key assumptions used for the impairment testing are: Estimates/assumptions Future production: Commodity prices: Basis Proved and probable reserves and resource estimates Contract prices and longer-term price estimates Cost of raw materials and other production/distribution costs: Expected future costs Exchange rates: Discount rates: Current market exchange rates Cost of capital risk adjusted for the resource concerned Cash flows are projected based on management’s expectations regarding the development of the iron ore and steel market and the cost of producing and distributing the pellets. The Group takes into account two key assumptions, selling price and total production costs. Within this, both macro and local factors, which influence these are considered. In determining the future long-term selling price, the Group takes into account external and internal analysis of the longer-term and shorter-term supply and demand dynamics in the local region and throughout the world along with costs of production of competitors and the marginal cost of incremental production in a particular market. The Group considers local supply demand balances affecting its major customers and the effects this could have on the longer-term price. The assumptions for iron ore prices ranged from US$48 per tonne to US$65 per tonne of Fe 62% fines CFR North China (2014: US$65 per tonne to US$75 per tonne). Cost of production and shipping is considered taking into account local inflationary pressures, major exchange rate developments between local currency and the US Dollar, and the longer-term and shorter-term trends in energy supply and demand and the effect on costs along with the expected movements in steel-related commodity prices, which affect the cost of certain production inputs. For the purpose of the goodwill impairment test, the future cash flows were discounted using the real pre-tax discount rate of 14% (2014: 14%) per annum. These rates reflect the time value of money and risk associated with the asset, and are in line with the rates used by competitors with a similar background. Sensitivity to changes in assumptions Management believes that due to the available headroom resulting from the Group’s impairment testing of its operating assets no reasonable change in the above key assumptions would cause the carrying value of these operating assets to materially exceed its value-in-use. Note 19: Other non-current assets As at 31 December 2015 other non-current assets comprised: US$000 Prepayments for property, plant and equipment Prepaid bank arrangement fees Other non-current assets Total other non-current assets Note 20: Inventories Accounting policy Inventories are stated at the lower of cost and net realisable value. As at 31.12.15 2,430 1,739 483 As at 31.12.14 9,020 4,502 4,689 4,652 18,211 Costs incurred in bringing each product to its present location and condition are accounted for as follows: – Raw materials – at cost on a first-in, first-out basis. – Finished goods and work in progress – at cost of direct materials and labour and a proportion of manufacturing overheads based on normal operating capacity, but excluding borrowing costs. The net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale. See also Note 13 in respect of write-offs and impairments. Major spare parts and servicing equipment that meet the definition of property, plant and equipment are, in accordance with IAS 16, included in property, plant and equipment and not in inventory. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 128 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Note 20: Inventories continued At 31 December 2015 inventories comprised: US$000 Raw materials and consumables Finished ore pellets Work in progress Other Provision for slow-moving and obsolete inventory items Total inventories – current Raw materials and consumables Total inventories – non-current Total inventories As at 31.12.15 65,883 25,112 3,468 1,558 As at 31.12.14 97,474 15,773 9,144 2,331 – – 96,021 124,722 98,802 81,987 98,802 81,987 194,823 206,709 Inventory is held at the lower of cost or net recoverable amount. Inventories classified as non-current comprise ore stockpiles that are not planned to be processed within one year. Note 21: Trade and other receivables Accounting policy Trade and other receivables are stated at original invoice amount less an allowance for any uncollectible amounts. An allowance for doubtful debts is recorded when collection of the full amount is no longer probable. Individual balances are written-off when management deems that there is no possibility of recovery. At 31 December 2015 trade and other receivables comprised: US$000 Trade receivables Other receivables Allowance for doubtful receivables Total trade and other receivables As at 31.12.15 As at 31.12.14 80,450 85,468 4,384 3,487 (1,455) (1,729) 83,379 87,226 Trade receivables at 31 December 2015 includes US$2,969 thousand (2014: US$803 thousand) owed by related parties. The detailed related party disclosures are made in Note 39. The movement in the provision for doubtful receivables during the period under review was: US$000 Opening balance Recognition Reversal Translation differences Closing balance Year ended 31.12.15 Year ended 31.12.14 1,729 2,079 718 (605) (387) 699 (278) (771) 1,455 1,729 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 129 Note 21: Trade and other receivables continued The following table shows the Group’s receivables at the reporting date that are subject to credit risk and the ageing and impairment profile thereon: As at 31.12.15 US$000 Trade receivables Other receivables As at 31.12.14 US$000 Trade receivables Other receivables Gross amount 80,450 4,384 Gross amount 85,468 3,487 The Group’s exposures to credit and currency risks are disclosed in Note 31. Note 22: Prepayments and other current assets As at 31 December 2015 prepayments and other current assets comprised: US$000 Prepayments to suppliers: Electricity and gas Materials and spare parts Services Other prepayments Prepaid bank arrangement fees Accrued income Other Total prepayments and other current assets Receivables past due and impaired Receivables neither past due nor impaired Receivables past due but not impaired Less than 45 days 45 to 90 days Over 90 days 1,383 64,892 13,754 72 3,716 309 139 26 282 261 Receivables past due but not impaired Receivables past due and impaired Receivables neither past due nor impaired 1,673 81,387 Less than 45 days 1,214 56 3,179 71 45 to 90 days 169 147 Over 90 days 1,025 34 As at 31.12.15 As at 31.12.14 1,297 639 1,778 596 5,709 8,933 – 3,280 1,965 4,917 46 4,168 6,411 270 18,952 21,057 Prepayments at 31 December 2015 include US$877 thousand (2014: US$759 thousand) made to related parties. The detailed related party disclosures are made in Note 39. Note 23: Other taxes recoverable and payable Accounting policy Value added tax Revenues, expenses and assets are recognised net of the amount of value added tax (“VAT”), except: – where VAT incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case VAT is recognised as part of the cost of acquisition of the asset or as part of expense item as applicable; and – receivables and payables are stated with the amount of VAT included. VAT receivable balances are not discounted unless the overdue balances are expected to be received after more than 12 months following the period end. Where intentions have been communicated that refunds of overdue VAT balances will be made through the issuance of government bonds or other financial instruments and management considers acceptance of such instruments, these overdue VAT balances are valued at the estimated market value of such instruments with adjustments charged to the income statement. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 130 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Note 23: Other taxes recoverable and payable continued As at 31 December 2015 other taxes recoverable comprised: US$000 VAT receivable Other taxes prepaid Total other taxes recoverable and prepaid – current VAT receivable Total other taxes recoverable and prepaid – non-current Total other taxes recoverable and prepaid As at 31.12.15 As at 31.12.14 50,395 71,859 87 123 50,482 71,982 – – 1,519 1,519 50,482 73,501 As at 31 December 2015, US$49,339 thousand of the VAT receivable before discount relates to the Group’s Ukrainian business operations (2014: US$72,837 thousand). The Ukrainian Hryvnia devalued compared to the US Dollar from 15.769 as at 31 December 2014 to 24.001 as at 31 December 2015 reducing the gross balance of VAT outstanding expressed in US Dollars by US$25,613 thousand (2014: US$126,414 thousand), which is reflected in the translation reserve. See also Note 36. During the second half of the comparative period ended 31 December 2014, bonds were received by the Group with a face value of UAH1,607,101 thousand (US$135,573 thousand at the exchange rates applicable at issuance) in settlement for VAT due of the same amount. The bonds were issued by the Ministry of Finance to settle certain accumulated VAT liabilities, were tradable and matured over a period of five years in ten equal instalments carrying a 9.5% annual coupon payable semi-annually. At the date of issuance, the bonds traded with a discount of 22% to face value. All VAT bonds received during the financial year 2014 were subsequently sold at an average discount of 21.8% resulting in net proceeds totalling UAH1,256,800 thousand (US$97,067 thousand at the exchange rate at the date of sale). No such bonds were issued by the Ministry of Finance during the financial year 2015. Prior to the comparative period ended 31 December 2014, part of the VAT balance was in the court system and management estimated that these balances would be recovered over a protracted period of time. As a result a discount of US$23,696 thousand was recorded and charged to finance expense during the financial years 2012 and 2013. From this balance, US$16,497 was released to finance income in 2014 (Note 14) with the remainder reflected in the translation reserve. As at 31 December 2015, management expects that overdue balances totalling US$30,613 thousand and disputed balances totalling US$1,147 thousand currently heard in the court system to be recovered within one year. The total VAT receivable balance shown in the table above is net of an allowance of US$1,059 thousand (2014: US$1,710 thousand) to reflect the uncertainties in terms of the recovery of VAT receivable balances related to one of the Ukrainian subsidiaries with its mine still being developed. The table below provides a reconciliation of the VAT receivable balance in Ukraine: US$000 Opening balance, gross Net VAT incurred VAT received in cash VAT recovered through sale of VAT bonds Discount on sale of VAT bonds VAT write-off through the income statement VAT write-off capitalised Translation differences (including effect on VAT Bonds) Closing balance, gross Allowance Closing balance, net Further information on VAT is provided in the Update on Risks section on page 36. Notes Year ended 31.12.15 Year ended 31.12.14 13 72,837 318,213 91,149 153,345 (89,034) (141,126) – – – – (97,067) (29,333) (1,351) (3,430) (25,613) (126,414) 49,339 72,837 (1,059) (1,710) 48,280 71,127 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS Note 23: Other taxes recoverable and payable continued As at 31 December 2015 other taxes payable comprised: US$000 Environmental tax Royalties VAT payable Other taxes Total other taxes payable Note 24: Trade and other payables Accounting policy Trade and other payables are not interest bearing and are stated at their original invoice amount. As at 31 December 2015 trade and other payables comprised: US$000 Materials and services Payables for equipment Dividends payable Other Total current trade and other payables 131 As at 31.12.15 583 4,189 157 2,761 7,690 As at 31.12.14 2,403 3,048 171 2,862 8,484 As at 31.12.15 As at 31.12.14 23,423 26,839 1,778 4,298 29 44 2,336 1,170 27,566 32,351 Trade and other payables at 31 December 2015 includes US$3,618 thousand (2014: US$2,070 thousand) due to related parties (see Note 39). The Group’s exposure to currency and liquidity risk related to trade and other payables is disclosed in Note 31. Note 25: Pension and post-employment obligations Accounting policy The defined benefit costs relating to the plans operated by the Group in the different countries are determined and accrued in the consolidated financial statements using the projected unit credit method for those employees entitled to such payments. The underlying assumptions are defined by the management and the defined benefit pension liability is calculated by independent actuaries at the end of each annual reporting period. Remeasurements, comprising actuarial gains and losses, are immediately reflected in the statement of financial position. The corresponding charge or credit is recognised in the other comprehensive income of the period in which it occurred and immediately reflected in retained earnings as not reclassified to the income statement in subsequent periods. The costs of managing plan assets are deducted from the return on plan assets reflected in other comprehensive income. All other scheme administration costs are charged to the income statement. The net interest is calculated by applying the discount rate to the net defined benefit pension liability or plan assets. Any past service costs are recognised in the income statement at the earlier of when the plan amendment occurs or when related restructuring costs are recognised. The service costs (including current and past) are included in cost of sales, selling and distribution expenses and general and administrative expenses in the consolidated income statement whereas the net finance expenses are included in finance expenses. The effects from remeasurements are recognised in other comprehensive income. The defined benefit pension liability is the aggregate of the defined benefit obligation less plan assets of funded schemes. The Group operates funded and unfunded schemes. The Group’s expenses in relation to defined contribution plans are charged directly to the income statement. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 132 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Note 25: Pension and post-employment obligations continued The Group operates defined benefit plans for qualifying employees of its subsidiaries in Ukraine, Switzerland and Austria. All local defined benefit pension liabilities are calculated by independent actuaries applying accepted actuarial techniques. In addition to the afore-mentioned defined benefit schemes, the Group operates a defined contribution plan for qualifying employees in the United Kingdom and in Singapore. Details of the major defined benefit schemes in Ukraine and Switzerland are provided below: Ukraine The Group makes defined contributions to the Ukrainian State Pension scheme at statutory rates based on gross salary payments for the employees of OJSC Ferrexpo Poltava Mining and LLC Ferrexpo Yeristovo GOK. The Group also has a legal obligation to compensate the Ukrainian State Pension Fund for additional pensions paid to certain categories of the current and former employees of the Group. Additionally, the Group has a legal obligation to its employees (in the form of a collective agreement) to make a one-off payment on retirement to employees with a long-term of service which is also included in the pension liability. All pension schemes in Ukraine are unfunded. At 31 December 2015, the pension schemes in Ukraine covered 8,862 current employees (2014: 9,202 people). There are 1,102 former employees currently in receipt of pensions (2014: 1,127 people). Switzerland The employees of the Group’s Swiss operation are covered under a collective pension plan (multi-employer plan), which is governed in accordance with the requirements of Swiss law. The funding, of which two-thirds is contributed by the employer and one-third by the employees, is based on the regulations of the pension scheme and Swiss law. The pension scheme in Switzerland is funded and the assets of the pension scheme are held separately from those of the Group and are invested with an insurance company. The accumulated capital of the employees is subject to interests determined by the local legislation and defined in the regulations of the pension scheme. On retirement, employees are entitled to receive either a lump sum or an annual proportion of their accumulated capital as a pension underpinned by certain guarantees. The Group, and in certain cases the employees, make contributions to the pension scheme as a percentage of the insured salaries and depending on the age of the employees. At 31 December 2015, the Swiss pension scheme covered 19 people (2014: 17 people). The principal assumptions used in determining the defined benefit obligation are shown below: Year ended 31.12.15 Year ended 31.12.14 Discount rate Retail price inflation Expected future salary increase Expected future benefit increase Female life expectancy (years) Male life expectancy (years) US$000 Present value of funded defined benefit obligation Fair value of plan assets Funded status Present value of unfunded defined benefit obligation Defined benefit pension liability Thereof for Ukrainian schemes Thereof for Swiss scheme Thereof for Austrian scheme Ukrainian schemes 16.00% 5.81% 8.84% 5.81% 76.1 66.5 Swiss scheme Austrian scheme Ukrainian schemes 0.95% 1.00% 1.25% 0.00% 86.0 82.9 2.00% 16.00% 2.50% 2.50% 0.00% n/a n/a 6.50% 6.83% 6.50% 76.1 66.5 Swiss scheme 1.45% 1.25% 3.00% 0.00% 86.0 82.9 As at 31.12.15 4,391 Austrian scheme 1.60% 2.50% 2.50% 0.00% n/a n/a As at 31.12.14 4,224 (2,767) (2,781) 1,624 1,443 15,410 27,114 17,034 28,557 15,337 27,030 1,624 1,443 73 84 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS Note 25: Pension and post-employment obligations continued Amounts recognised in the income statement or other comprehensive income are as follows: US$000 Defined benefit cost charged in the income statement: Current service cost Interest cost on defined benefit obligation Interest income on plan assets Administration cost Total defined benefit cost charged in the income statement Remeasurement (gains)/losses in OCI: Remeasurement from demographic assumptions Remeasurement from financial assumptions Experience adjustment Return on plan assets Total remeasurement gains in other comprehensive income Total defined benefit cost Thereof for Ukrainian schemes Thereof for Swiss scheme Thereof for Austrian scheme Changes in the present value of the defined benefit obligation are as follows: US$000 Opening defined benefit obligation Current service cost Interest cost on defined benefit obligation Remeasurement gains Translation differences Contributions paid by employer Contributions paid by employees Benefits paid through pension assets Plan amendments Closing defined benefit obligation Thereof for Ukrainian schemes Thereof for Swiss scheme Thereof for Austrian scheme Thereof for active employees Thereof for vested terminations Thereof for pensioners 133 Year ended 31.12.15 Year ended 31.12.14 643 2,922 (42) 20 2,215 4,367 (61) 10 3,543 6,531 (6) 255 1,014 (2,542) (4,911) 25 945 (112) (3,878) (1,454) (335) (881) 549 (3) 5,077 4,316 734 27 Year ended 31.12.15 Year ended 31.12.14 31,338 55,960 1,307 2,922 2,215 4,367 (3,903) (1,342) (9,053) (26,284) (1,778) (3,340) 134 (502) (664) 19,801 15,337 4,391 73 127 (365) – 31,338 27,030 4,224 84 12,678 20,149 2,532 4,591 4,202 6,987 The durations of the defined benefit obligation for the different schemes as at 31 December 2015 are 8.0 years (Ukraine), 21.6 years (Switzerland) and 11.4 years (Austria). Contributions to the defined benefit plans, including benefits paid by employer and employer contributions, are expected to be US$1,553 thousand for the schemes in Ukraine and US$597 thousand in Switzerland in the next financial year. There is no contribution expected for the scheme in Austria. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 134 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Note 25: Pension and post-employment obligations continued The expenses in relation to the defined contribution plan in the United Kingdom and Singapore totalled US$61 thousand (2014: US$64 thousand). Changes in the fair values of the plan assets are as follows: US$000 Opening fair value of plan assets Interest income Contributions paid by employer Contributions paid by employees Benefits paid through pension assets Return on plan assets Administration cost Translation differences Closing fair value of plan assets Thereof for Swiss scheme The asset allocation of the plan assets of the Swiss scheme is as follows: %/US$000 Scheme assets at fair value Equities Bonds Properties Other Fair value of scheme assets Year ended 31.12.15 Year ended 31.12.14 2,781 2,806 42 361 134 (502) (25) (20) (4) 61 352 127 (365) 112 (10) (302) 2,767 2,767 2,781 2,781 As at 31.12.15 As at 31.12.15 As at 31.12.14 As at 31.12.14 26.7 34.0 10.9 28.4 738 939 301 789 25.4 39.7 10.2 24.7 705 1,105 285 686 100.0 2,767 100.0 2,781 Reasonable changes of the significant assumptions would have the following effects on the defined benefit obligation: US$000 Change Discount rate (%) Future salary increases (%) Indexation of pension (%) Life expectancy (year) US$000 Change Discount rate (%) Future salary increases (%) Indexation of pension (%) Life expectancy (year) Ukrainian schemes Swiss scheme Austrian scheme Ukrainian schemes Swiss scheme Austrian scheme Year ended 31.12.15 1.00% or 1 year (1,113) 622 399 (233) Increase by 1.00% or 1 year 1.00% or 1 year (731) 132 573 80 (8) 8 n/a n/a 1.00% or 1 year 1,272 (607) (395) 200 Decrease by 1.00% or 1 year 1,011 (120) n/a (80) 1.00% or 1 year 9 (8) n/a n/a Ukrainian schemes Swiss scheme Austrian scheme Ukrainian schemes Swiss scheme Austrian scheme Year ended 31.12.14 1.00% or 1 year (1,907) 933 634 (398) Increase by 1.00% or 1 year (694) 136 530 70 1.00% or 1 year (10) 10 n/a n/a 1.00% or 1 year 2,167 (908) (631) 340 Decrease by 1.00% or 1 year 965 (125) – (70) 1.00% or 1 year 11 (10) n/a n/a FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 135 Note 25: Pension and post-employment obligations continued For the presentation of the effects of the changes of the significant assumptions shown in the table on the previous page, the present value of the defined benefit obligation has been calculated based on the projected unit credit method at the end of the reporting period, which is the same as the one applied for the calculation of the defined benefit obligation recognised in the statement of financial position as at 31 December 2015. The methods and assumptions used for the sensitivity analysis for the prior year are unchanged. Note 26: Provisions Accounting policy General Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Site restoration Site restoration provisions are made in respect of the estimated future costs of closure and restoration and for environmental rehabilitation costs (determined by an independent expert) in the accounting period when the related environmental disturbance occurs. The provision is discounted, if material, and the unwinding of the discount is included in finance costs. At the time of establishing the provision, a corresponding asset is capitalised where it gives rise to a future benefit and depreciated over future production from the mine to which it relates. The provision is reviewed on an annual basis for changes in cost estimates, discount rates or the life of operations. The provision for site restoration changed as follows during the financial year 2015: US$000 Opening balance Unwind of the discount Arising during the year Released Translation adjustments Closing balance Year ended 31.12.15 Year ended 31.12.14 2,345 2,871 253 – (834) (789) 975 185 713 – (1,424) 2,345 The costs of restoration of the different deposits in the Group’s open pit mines are based on amounts determined by an independent and credited institute taking into account the codes of practice and laws applicable in Ukraine. The useful lives of the different pits and mines are determined by the same institute based on expected annual stripping and production volumes having taken into account the expected timing and effect of future mine-life extension programmes. It is expected that the restoration works of the GPL mine will start after the years 2020, 2038 and 2055 depending on the different areas within the mine. The first restoration work of the Yeristovo mine is expected to start after 2035. The provision represents the discounted value of the estimated costs of decommissioning and restoring the mines at the dates when the deposits are expected to be depleted in the relevant areas within the mine. The present value of the provision has been calculated using a nominal pre-tax discount rate of 16.0% (2014: 16.0%) and the costs are expected to be incurred once the restoration works begin in the different areas of the mines. Uncertainties in estimating the provision include potential changes in regulatory requirements, decommissioning and reclamation alternatives and the discount and inflation rates to be used in the calculations. Note 27: Accrued liabilities and deferred income As at 31 December 2015 accrued liabilities and deferred income comprised: US$000 Accrued expenses Accrued employee costs Advances from customers Deferred income Total accrued liabilities and deferred income As at 31.12.15 4,907 9,316 612 1,353 As at 31.12.14 16,289 14,208 2,094 1,600 16,188 34,191 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 136 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Note 28: Cash and cash equivalents Accounting policy Cash and cash equivalents include cash at bank and on hand, short-term deposits with original maturity of 90 days or less. Cash at bank on hand and short-term deposits are recorded at their nominal amount as these present an insignificant risk of changes in value. As at 31 December 2015 cash and cash equivalents comprised: US$000 Cash at bank and on hand Short-term deposit Total cash and cash equivalents As at 31.12.15 As at 31.12.14 35,330 321,049 – 305,460 35,330 626,509 The available cash and cash equivalents balance was reduced by the insolvency of the Group’s transactional bank in Ukraine (see Note 29 below) and debt repayments of US$393,876 thousand, of which US$153,613 thousand were related to a bond exchange completed in February and July 2015 and were prepaid in respect of the bonds falling due in April 2016 (see Note 30). The balance of cash and cash equivalents held in Ukraine amounts to US$13,896 thousand as at 31 December 2015 (2014: US$161,834 thousand). The Group’s exposure to liquidity, counterparty and interest rate risk as well as a sensitivity analysis for financial assets and liabilities are disclosed in Note 31. See also Note 39 for further information in respect of transactional banking arrangements with Bank F&C. Note 29: Restricted cash and deposits Accounting policy Restricted cash balances are recorded at their nominal amount less an allowance taking account of the expected ultimate recovery. Banking services of the Group were undertaken principally by Bank F&C in Ukraine which was under common control of Kostyantin Zhevago (see Note 1). On 17 September 2015, the NBU announced that it had adopted a decision to declare Bank F&C insolvent and the bank was put into temporary administration by the Deposit Guarantee Fund on the following day. Following an unsuccessful search for investors, its banking license was revoked by the NBU on 17 December 2015 and the liquidation was initiated by the Deposit Guarantee Fund on that day. The level of recoverability of balances with Bank F&C cannot be reasonably assessed at the current time due to the complexity, uncertainties and the level of the ultimate recovery of the bank’s loan portfolio net of costs during liquidation. As a result, a full allowance of US$168,575 thousand has been booked. This amount is net of monies expected to be recovered in the amount of US$9,308 thousand, which were credited to the account of FPM post introduction of the temporary administration and not yet returned to the Group. A positive ruling requiring the return of the funds was received from the Kiev Commercial Court on 4 December 2015. Further information in respect of the ongoing court proceedings is provided in Note 35. As at 31 December 2015 restricted funds held at Bank F&C are shown in the table below: US$000 Cash balance with Bank F&C subject to liquidation process Cash balance subject to ongoing court proceedings Allowance on cash and deposits currently not available1 Total restricted cash and deposits Notes As at 31.12.15 168,575 35 9,308 (168,575) 9,308 As at 31.12.14 – – – – 1 Translated at the exchange rate prevailing at the reporting date. Amounts in the income statement are translated at the exchange rate prevailing at the date of the transaction resulting in a charge of US$174,579 thousand. The date of the temporary administration is considered to be the transaction date for the translation of the charge in the income statement. The cash balance subject to the bank’s liquidation process includes US$3,104 thousand, which was deposited for loans and mortgages granted by Bank F&C to employees of the Group under the Group’s social loyalty programme. Further information in respect of these deposits are provided in Note 39. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 137 Note 30: Interest-bearing loans and borrowings Accounting policy The Group’s interest-bearing loans and borrowings are measured at amortised cost. All loans are in US Dollars. See also Note 31 for more details in respect of the accounting policies applied. This note provides information about the contractual terms of Group’s major finance facilities. US$000 Current Syndicated bank loans – secured Other bank loans – secured Other bank loans – unsecured Obligations under finance leases Interest accrued Total current interest-bearing loans and borrowings Non-current Eurobond issued Syndicated bank loans – secured Other bank loans – secured Other bank loans – unsecured Obligations under finance leases Total non-current interest-bearing loans and borrowings Total interest-bearing loans and borrowings Notes As at 31.12.15 As at 31.12.14 31 31 31 31 31 31 31 31 31 31 166,250 210,000 21,504 22,906 1,431 3,444 – 4,644 10,670 10,824 203,299 248,374 333,536 496,392 306,250 472,500 43,867 73,736 6,939 9,759 – 13,625 700,351 1,056,253 903,650 1,304,627 As at 31 December 2015, the Group has a syndicated US$420 million pre-export finance facility, of which US$297,500 thousand was amortised resulting in a remaining available and drawn balance of US$122,500 thousand for this facility, and a fully drawn syndicated US$350 million pre-export finance facility. Both are revolving facilities with amortisation over the final 24 months to the final maturity dates of 31 July 2016 and 8 August 2018 respectively. The Group is currently discussing with the two syndicates of lending banks of the aforementioned pre-export finance facilities to align maturities with the changed cash flow generation profile resulting from lower iron ore prices on the global market. As at 31 December 2015 the major bank debt facilities were guaranteed and secured as follows: – Ferrexpo AG and Ferrexpo Middle East FZE assigned the rights to revenue from certain sales contracts; – OJSC Ferrexpo Poltava Mining assigned all of its rights of certain export contracts for the sale of pellets to Ferrexpo AG and Ferrexpo Middle East FZE; and – the Group pledged bank accounts of Ferrexpo AG and Ferrexpo Middle East FZE into which sales proceeds from certain assigned sales contracts are exclusively received. In addition to the Group’s major bank debt facilities listed above, an unsecured US$500 million Eurobond was issued on 7 April 2011, which the Group exchanged and cancelled through the issuance of new notes at par value totalling US$346,385 thousand and the repayment of US$153,615 thousand in cash. The exchange was completed in two transactions on 24 February 2015 and 6 July 2015. As a result of the two exchanges completed, the tenor of the notes outstanding was extended from April 2016 to April 2019 with two equal instalments of US$173,193 thousand falling due on 7 April 2018 and 2019, respectively. The new notes have a 10.375% interest coupon payable semi-annually, compared to 7.875% for the initially issued notes in April 2011. Further information on the Group’s exposure to interest rate, foreign currency and liquidity risk is provided in Note 31. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 138 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Note 31: Financial instruments Accounting policy Financial assets and liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument. Non-derivative financial instruments Non-derivative financial instruments comprise investments in equity and debt securities (e.g. promissory notes), trade and other receivables, cash and cash equivalents, loans and borrowings and trade and other payables. Derivative financial instruments The Group does not hold any derivative financial instruments. Initial measurement Non-derivative financial instruments Financial assets and financial liabilities are initially measured at fair value. Any transaction costs that are directly attributable to the acquisition or issue of financial assets or financial liabilities are added or deducted from its fair value except for financial assets and financial liabilities at fair value through the income statement. For those financial assets and financial liabilities, the transactions costs are recognised immediately in the income statement. All regular way purchases and sales of financial assets are recognised on the trade date (i.e. the date that the Group commits to purchase or sell the asset). Regular way purchases or sales are those that require delivery of assets within the period generally established by regulation or convention in the marketplace. The subsequent measurement is based on the classification of the financial instruments. Subsequent measurement Financial assets Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are carried at amortised cost using the effective interest method. Gains and losses are recognised in the income statement when the loans and receivables are derecognised or impaired along with the amortisation process. Available-for-sale financial assets All investments, except for investments in associates, are classified as available-for-sale. Available-for-sale financial assets are those non-derivative financial assets that are designated as available-for-sale or are not classified as loans or receivables, held-to-maturity investments or financial assets at fair value through the income statement. If the fair value can be reliably determined, subsequent measurement of available-for-sale financial assets is made on a fair value basis with unrealised gains or losses recognised in other comprehensive income in the net unrealised gains reserve until the investment is derecognised. On derecognition or when determined to be impaired, the cumulative gains or losses are to be recognised, at which time the cumulative net effect is to be reclassified from the reserve to the income statement. The fair value of investments that are actively traded in organised financial markets is determined by reference to quoted market bid prices at the close of business on the reporting date. For investments without an active market, the fair value is determined using other valuation techniques including discounted cash flow models and reference to recent transaction prices. If the fair value of an available-for sale equity investment cannot be reliably measured, the investment is measured at cost less any impairment losses. Other Other non-derivative financial assets are measured at amortised cost using the effective interest method less any impairment losses. Financial liabilities Trade and other payables Trade and other payables are subsequently measured at amortised cost using the effective interest method. Interest-bearing loans and borrowings Interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Gains and losses are recognised in the income statement when the liabilities are derecognised as well as through the amortisation process. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 139 Note 31: Financial instruments continued Impairment of financial assets The Group assesses at each reporting date whether a financial asset or group of financial assets is impaired. Assets carried at amortised cost If there is objective evidence that an impairment loss on loans and receivables carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred). The carrying amount of the asset is reduced either directly or through use of an allowance account. The amount of the loss is recognised in the income statement. The Group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, and individually or collectively for financial assets that are not individually significant. If it is determined that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, the asset is included in a group of financial assets with similar credit risk characteristics and that group of financial assets is collectively assessed for impairment. If, in a subsequent period, the amount of the impairment loss decreases and it is objectively related to an event occurring after the impairment was recognised, the previously recognised impairment loss is to be reversed. Any subsequent reversal of an impairment loss is recognised in the income statement to the extent that the carrying value of the asset does not exceed its amortised cost at the reversal date. Available-for-sale financial assets The Group assesses at each reporting date whether there is objective evidence that an investment or a group of investments is impaired. In the case of equity investments classified as available-for-sale, objective evidence would include a significant or prolonged decline in the fair value of the investment below its cost. Where there is evidence of impairment, the cumulative loss previously recognised in other comprehensive income is to be reclassified from the reserve to the income statement. Impairment losses on available-for-sale investments are not reversed through the income statement. The increases in their fair values after impairment are recognised directly in the statement of other comprehensive income. The accounting classification of each category of financial instruments, and their carrying amounts, are set out below: US$000 Financial assets Cash and cash equivalents Restricted cash and deposits Trade and other receivables Available-for-sale investments Other financial assets Total financial assets Financial liabilities Trade and other payables Accrued liabilities Interest-bearing loans and borrowings Total financial liabilities As at 31.12.15 Notes Loans and receivables Available-for- sale financial assets Financial liabilities measured at amortised cost 28 29 21 24 27 30 35,330 9,308 83,379 – 5,757 133,774 – – – – – – – 9 – 9 – – – – Total 35,330 9,308 83,379 9 5,757 133,783 – – – – – – 27,566 14,223 27,566 14,223 903,650 903,650 945,439 945,439 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 140 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Note 31: Financial instruments continued US$000 Financial assets Cash and cash equivalents Trade and other receivables Available-for-sale investments Other financial assets Total financial assets Financial liabilities Trade and other payables Accrued liabilities Interest-bearing loans and borrowings Total financial liabilities As at 31.12.14 Notes Loans and receivables Available-for- sale financial assets Financial liabilities measured at amortised cost – – 46 – 46 – – 28 21 626,509 87,226 – 8,944 722,679 24 27 30 – – – – Total 626,509 87,226 46 8,944 722,725 – – – – – 32,351 32,351 30,497 30,497 – 1,304,627 1,304,627 – 1,367,475 1,367,475 Financial risk management Overview The Group has exposure to the following risks from its use of financial instruments: – credit risk – liquidity risk – market risk – including currency and commodity risk This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for measuring and managing risk, and the Group’s management of capital. Further quantitative disclosures are included throughout these consolidated financial statements. The Board has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations. The Audit Committee oversees how management monitors compliance with the Group’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee and the CFO. The Group operates a centralised financial risk management structure under the management of the Executive Committee, accountable to the Board. The Executive Committee delegates certain responsibilities to the CFO. The CFO’s responsibilities include authority for approving all new physical, commercial or financial transactions that create a financial risk for the Group. Additionally, the CFO controls the management of treasury risks within each of the business units in accordance with a Board-approved Treasury Policy. Financial instrument risk exposure and management Natural hedges that can be identified and their effectiveness quantified are used in preference to financial risk management instruments. Derivative transactions may be executed for risk mitigation purposes only – speculation is not permitted under the approved Treasury Policy – and are designed to have the effect of reducing risk on underlying market or credit exposures. Appropriate operational controls ensure operational risks are not increased disproportionately to the reduction in market or credit risk. The Group has not used any financial risk management instruments that are derivative in nature, or other hedging instruments, in this or prior periods. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 141 Note 31: Financial instruments continued Credit risk Trade and other receivables The Group through its trading operations enters into binding contracts, which contain obligations that create exposure to credit, counterparty and country risks. It is the primary objective of the Group to manage such risks to reduce uncertainty of collection from buyers. A secondary objective is to minimise the cost of reducing risks within acceptable parameters. Trade finance is used to balance risk and payment. These risks include the creditworthiness of the buyer, and the political and economic stability of the buyer’s country. Trade finance generally refers to the financing of individual transactions or a series of revolving transactions and are often self-liquidating, whereby the lending bank stipulates that all sales proceeds to be collected are applied to settle the loan, the remainder returned to the Group. Trade finance transactions are approved by the Group Treasurer. The primary objective is to ensure that the margins paid and conditions applicable should be the same as, or better than, those which other organisations with similar credit worthiness would achieve, and compared with other financing available to the Group. Credit risk is the risk associated with the possibility that a buyer will default, by failing to make required payments in a timely manner or to comply with other conditions of an obligation or agreement. Where appropriate, the Group uses letters of credit to assist in mitigating such risks. Counterparty risk crystallises when a party to an agreement defaults. Where letters of credit are used to minimise this risk, the Group uses a confirming bank with a similar or higher credit rating to mitigate country and/or credit risk of the issuing bank. Country risk is the potential volatility of foreign assets, whether receivables or investments, that is due to political and/or financial events in a given country. Group treasury monitors the concentration of all outstanding risks associated with any entity or country, and reports to the Group CFO on a timely basis. Investment securities Outside Ukraine the Group limits its cash exposure to credit, counterparty and country risk by only investing in liquid securities and with counterparties that are incorporated in an A+ or better (S&P) rated OECD country. A ratings approach is used to determine maximum exposure to each counterparty. Cash not required within three months for production, distribution and capital expenditures is invested with counterparties rated by S&P or Moody’s at a level of long-term BBB (S&P) or short-term A3 (S&P) or better. Recognising that the principal activities of the Group are predominantly in Ukraine, special consideration is given to Ukrainian transactional banking counterparties where the sector is small and constrained by the sovereign credit rating. Exceptions may be made under the following conditions: – the counterparty is resident in Ukraine; and – the counterparty is included in the top 15 financial institutions in Ukraine based on the Group’s assessment of the financial institution. Transactional banking arrangements of the Group were with Bank F&C in Ukraine, which was under common control of Kostyantin Zhevago (see Note 1). Following the close of business on 17 September 2015, the NBU announced that it had adopted a decision to declare Bank F&C insolvent and the bank was put into temporary administration by the Deposit Guarantee Fund. The total balance of cash and deposits held at Bank F&C is currently not available to the Group and has therefore been reclassified from cash and cash equivalents to restricted cash and deposits. As a consequence, the Group recorded in September 2015 an allowance for the total balance of cash and deposits held at Bank F&C resulting in a charge of US$174,579 thousand recognised in the income statement. See Note 29 and Note 39 for further information. Subsequent to the declaration of insolvency of Bank F&C, the Group changed its transactional banking arrangements that had previously been with Bank F&C to third party banks in Ukraine. The Group is still exposed to Ukraine country and banking sector risk in this respect as well as in relation to certain of its other activities. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 142 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Note 31: Financial instruments continued Guarantees The Group’s policy is to provide financial guarantees under limited circumstances only for the benefit of wholly-owned or substantially wholly-owned subsidiaries. At 31 December 2015 Ferrexpo AG and Ferrexpo Finance plc were jointly and severally liable under a US$420 million revolving pre-export finance facility having an available and outstanding balance of US$122,500 thousand (2014: US$332,500 thousand). Additionally, Ferrexpo AG, Ferrexpo Finance plc and Ferrexpo Middle East FZE were jointly and severally liable under a US$350 million revolving pre-export finance facility, which was fully drawn as of 31 December 2015. Ferrexpo plc, Ferrexpo AG and Ferrexpo Middle East FZE are guarantors to the Eurobond (“Notes”) issued by Ferrexpo Finance plc totalling US$346,385 thousand, which is due for repayment on 7 April 2018 and 2019, respectively. Additionally the Notes benefit from a surety agreement provided by FPM. Certain Group companies act as guarantors for several finance facilities provided to Ukrainian subsidiaries: Ferrexpo AG amounting to US$87,904 thousand (2014: US$88,399 thousand), Ferrexpo Middle East FZE amounting to US$34,365 thousand (2014: US$43,621 thousand) and Ferrexpo plc amounting to US$18,629 thousand (2014: US$23,952 thousand). The total remaining contractual maturities of the guarantees provided under the facilities listed above is US$913,215 thousand (2014: US$1,299,393 thousand). Exposure to credit risk The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was: US$000 Cash and cash equivalents Restricted cash and deposits Trade and other receivables Other financial assets Total maximum exposure to credit risk As at 31.12.15 As at 31.12.14 35,330 626,509 9,308 – 83,379 87,226 5,757 8,944 133,774 722,679 The carrying amount of restricted cash and deposits is shown net of an allowance for cash and deposits held at Bank F&C, which are currently not available to the Group. See Note 29 for further information. Of the total maximum exposure to credit risk, US$36,611 thousand (2014: US$170,150 thousand) related to Ukraine. The total receivables balance relating to the Group’s top three customers was US$18,588 thousand (2014: US$25,629 thousand) making up 41.7% of the total amounts receivable (2014: 29.4%). Impairment profile The Group’s exposure to credit risk relating to trade and other receivables is disclosed in Note 21. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 143 Note 31: Financial instruments continued Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach is to ensure that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation by holding surplus cash or undrawn committed credit facilities. The Group prepares detailed rolling cash flow forecasts, which assist it in monitoring cash flow requirements and optimising its cash return on investments. Typically the Group ensures that it has sufficient cash on demand and/or lines of credit to meet expected operational expenses for a period of 30 days, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. In periods of a forecasted low iron ore price environment and to ensure sufficient liquidity headroom, the Group may seek to agree with lenders an adjustment to the maturity profile of its debts. In 2015, the Group successfully extended the maturity of its issued Eurobonds from April 2016 to April 2018 and 2019. The Group has been in discussions with its syndicated loan lenders to extend the maturity profile of a facility with a current amortisation of US$17,500 thousand per month and outstanding balance of US$122,550 thousand as at 31 December 2015 as well as to extend the maturity profile of a US$ 350,000 thousand bank facility that is scheduled to begin amortising in November 2016. The following are the contractual maturities of financial liabilities: US$000 Interest-bearing Eurobond issued Syndicated loans – secured Other banks – secured Other banks – unsecured Obligation under finance lease Interest accrued Future interest payable Total interest-bearing Non-interest-bearing Trade and other payables Accrued liabilities Total non-interest-bearing Total financial liabilities US$000 Interest-bearing Eurobond issued Syndicated loans – secured Other banks – secured Obligation under finance lease Interest accrued Future interest payable Total interest-bearing Non-interest-bearing Trade and other payables Accrued liabilities Total non-interest-bearing Total financial liabilities Less than 1 year Between 1 to 2 years Between 2 to 5 years More than 5 years Total As at 31.12.15 – – 333,536 166,250 175,000 131,250 21,504 18,397 25,470 1,431 3,444 10,670 52,353 1,558 3,698 – 4,482 6,061 – 46,404 39,510 – – – 899 – – 6 333,536 472,500 65,371 8,370 13,203 10,670 138,273 255,652 245,057 540,309 905 1,041,923 27,566 14,223 41,789 – – – – – – – – – 27,566 14,223 41,789 297,441 245,057 540,309 905 1,083,712 As at 31.12.14 Less than 1 year Between 1 to 2 years Between 2 to 5 years More than 5 years Total – 496,392 – 210,000 166,250 306,250 – – 496,392 682,500 22,906 23,275 48,202 2,259 96,642 4,644 3,548 10,077 10,824 – – – – 18,269 10,824 60,171 35,495 13,554 32 109,252 308,545 724,960 378,083 2,291 1,413,879 32,462 30,497 62,959 16 – 16 – – – – – – 32,478 30,497 62,975 371,504 724,976 378,083 2,291 1,476,854 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 144 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Note 31: Financial instruments continued Currency risk The Group is exposed to currency risk on sales, purchases and borrowings that are denominated in a currency other than the respective functional currencies of the Group. Functional currencies for the Group are primarily the Ukrainian Hryvnia, but also US Dollars, Swiss Francs, Euro and UK Pounds Sterling. The Group’s major lines of borrowings and the majority of its sales are denominated in US Dollars, with costs of local Ukrainian production mainly in Hryvnia. The value of the Hryvnia is published by the NBU. The Group has a gross recoverable VAT balance of US$49,339 thousand (UAH1,184 million) and prepaid corporate profit tax of US$54,482 thousand (UAH1,307 million) to be recovered from the Ukrainian government tax authority and is reliant on the normal functioning of this system. The exact timing of recovery is subject to uncertainties, along with the prevailing exchange rate to the US Dollar at the time of repayment. As a result of the significant UAH devaluation during the financial year 2015, the recoverable gross VAT balance and prepaid corporate profit tax decreased by US$25,613 thousand (2014: US$126,414 thousand) and US$24,608 thousand (2014: US$58,094 thousand), respectively, affecting the Group’s cash flow from the refunds in US Dollars. The devaluation of the Ukrainian Hryvnia reduced the operating costs of the production unit in US Dollar terms and the value of Hryvnia payables recorded in the statement of financial position at the year end in US Dollars. As the majority of sales and receivables are denominated in US Dollars, a devaluation in the local currency will result in operating exchange gains recorded in the income statement. With the devaluation of the local currency, US Dollar-denominated loans held by the Ukrainian subsidiary resulted in non-operating exchange losses to the extent these are not matched by US Dollar-denominated assets. Fixed assets are similarly held in local currency amounts and the devaluation in the currency resulted in reduced net asset values with the effect recorded in the translation reserve. The NBU manages and determines the official exchange rates. An interbank market for exchange of currencies exists in Ukraine and is monitored by the NBU. The Group, through financial institutions, exchanges currencies at bank offered market rates. Trade receivables are predominately in US Dollars and are not hedged. Trade payables denominated in US Dollars are also not hedged on the market, but are matched against US Dollar currency receipts. This includes the interest expense, which is principally payable in US Dollars. Trade receivables and trade payables in Ukrainian Hryvnia are not hedged as a forward market for the currency is generally not available. Other Group monetary assets and liabilities denominated in foreign currencies are considered immaterial as the exposure to currency risk mainly relates to corporate costs within Switzerland and the United Kingdom. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 145 Note 31: Financial instruments continued The Group’s exposure to foreign currency risk was as follows based on notional amounts: US$000 Financial assets Financial liabilities Other banks – secured Other banks – unsecured Obligation under finance lease Interest accrued Total borrowings Trade and other payables Accrued liabilities Total financial liabilities Net financial assets/(liabilities) US$000 Financial assets Financial liabilities Other banks – secured Obligation under finance lease Interest accrued Total borrowings Trade and other payables Accrued liabilities Total financial liabilities Net financial assets/(liabilities) Ukrainian Hryvnia 2 – – – – – – – – 2 As at 31.12.15 US Dollars 5,316 Euro 5,931 Swiss Franc 108 Other currencies Total 2,592 13,949 (34,418) (8,439) (74) (272) (71) – – – (43,203) (71) – – – – – – – – – – (2,592) (1,097) (206) – – – (386) (813) (34,489) (8,439) (74) (272) (43,274) (4,281) (813) (45,795) (1,168) (206) (1,199) (48,368) (40,479) 4,763 (98) 1,393 (34,419) Ukrainian Hryvnia US Dollars Euro As at 31.12.14 2 – – – – – – – 2 118,924 7,477 (54,801) (1,481) (334) (56,616) (4,622) – (151) – – (151) (966) – (4,622) (966) 57,686 6,360 Swiss Franc 528 Other currencies Total 1,332 128,263 – – – – (257) (32) (289) 239 – – – – (343) (1,330) (1,673) (54,952) (1,481) (334) (56,767) (6,188) (1,362) (7,550) (341) 63,946 Interest rate risk The Group predominantly borrows bank funds that are at floating interest rates and is exposed to interest rate movements. The interest rate exposure to US Dollars remained relatively low during the period, and no interest rate swaps have been entered into in this or prior periods. Commodity risk The Group is exposed to movements in the price of iron ore as an index based pricing model is applied to long-term contracts. These contracts have embedded provisional pricing mechanisms, which have the character of commodity derivatives that are carried at fair value through profit and loss. As a consequence, trade receivables may have to be adjusted in a future period when final invoices can be issued based on changes in iron ore prices and the specific underlying contract terms. Where pricing terms deviate from the index based pricing model, derivative commodity contracts may be used to return the effective prices to the index. Finished goods are held at cost without revaluation to a spot price for iron ore pellets at the end of the reporting period, as long as the recoverable amount exceeds the cost basis. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 146 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Note 31: Financial instruments continued Sensitivity analysis A 20% strengthening of the US Dollar against the following currencies at 31 December would have increased/(decreased) income statement and equity by the amounts shown below. This assumes that all other variables, in particular interest rates, remain constant. US$000 Ukrainian Hryvnia Euro Swiss Franc Total Year ended 31.12.15 Income statement/ equity (6,746) 794 (16) Year ended 31.12.14 Income statement/ equity 9,615 1,060 40 (5,968) 10,715 A 20% weakening of the US Dollar against the above currencies would have an equal but opposite effect to the amounts shown above, on the basis that all the other variables remain constant. Fair value sensitivity analysis for fixed rate instruments The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss, and the Group does not hold any derivatives (e.g. interest rate swaps). Therefore a change in interest rates at the reporting date would not affect the income statement. Cash flow sensitivity for variable rate instruments An increase of 100 basis points (“bps”) in interest rates would have decreased equity and the consolidated result by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. US$000 Net finance charge Year ended 31.12.15 Year ended 31.12.14 4,768 1,102 A decrease of 100bps would increase equity and profit by US$1,730 thousand for the year ended 31 December 2015 (2014: increase of US$331 thousand). This is on the basis that all the other variables remain constant. Capital management The Board’s policy is to maintain a strong capital base. The Board of Directors monitors both the demographic spread of shareholders, as well as the return on capital, which the Group defines as total shareholders’ equity, excluding non-controlling interests, and the level of dividends to Ordinary Shareholders. Please refer to the Statement of Changes in Equity for details of the capital position of the Group. The capital base was adversely affected in the year as a result of a continual fall in the price of iron ore reducing reported revenues and profitability while production maintained at full capacity. The price that the industry earns for iron ore products is cyclical in nature and the Board of Directors continues to review its capital base in line with industry trends. In prior years the Board approved investments in growth projects as part of its policy to support a strong capital base. During the year and in recognition of the industry trend, and to further support the Group’s capital base, the Board suspended investments in major growth projects. The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and advantages and security afforded by a sound capital position. The Board continues to support maintaining a sound capital base balanced against these market constraints. The Board maintains a dividend policy consistent with the Group’s profile, reflecting the investment activities the Group has made supporting current and future production growth and the cash generated by existing operations, whilst maintaining a prudent level of dividend cover supported by an appropriate level of liquidity. In accordance with this policy and in recognition of lower profitability in the year, no final dividend is being declared for the year ended 31 December 2015. Neither the Company nor any of its subsidiaries is subject to externally imposed capital requirements other than a bank covenant requirement to maintain consolidated equity of the Group of US$500,000 thousand including non-controlling interests and excluding the translation reserve. Compliance is ensured by balancing dividend payments against the earnings of the Group. For more information about the Group’s interest-bearing loans and borrowings see Note 30. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 147 Note 31: Financial instruments continued Fair values and impairment testing Set out below are the carrying amounts and fair values of the Group’s financial instruments that are carried in the consolidated statement of financial position: US$000 Financial assets Cash and cash equivalents Restricted cash and deposits Trade and other receivables Available-for-sale investments Other financial assets Total financial assets Financial liabilities Trade and other payables Accrued liabilities Interest-bearing loans and borrowings Total financial liabilities Carrying amount Fair value As at 31.12.15 As at 31.12.14 As at 31.12.15 As at 31.12.14 35,330 626,509 35,330 626,509 9,308 – 9,308 – 83,379 87,226 83,379 87,226 9 46 9 46 5,757 8,944 5,757 8,944 133,783 722,725 133,783 722,725 27,566 14,223 32,351 27,566 30,497 14,223 32,351 30,497 903,650 1,304,627 766,526 1,204,836 945,439 1,367,475 808,315 1,267,684 Other financial assets The fair values of cash and cash equivalents, trade and other receivables and payables are approximately equal to their carrying amounts due to their short maturity. The carrying amount and fair value of restricted cash and deposits is shown net of an allowance for cash and deposits held at Bank F&C, which are currently not available to the Group. See Note 29 for further information. Interest bearing loans and borrowings The fair values of interest-bearing loans and borrowings are based on the discounted cash flows using market interest rates except for the fair value of the Eurobond issued, which is based on the market price quotation at the reporting date. Available-for-sale investments As at 31 December 2015 available-for-sale investments comprised: US$000 Ferrous Resources PJSC Stakhanov Railcar Company Vostok Ruda LLC LLC Atol CJSC AMA CJSC Amtek Total available-for-sale financial assets Ownership Carrying value As at 31.12.15 As at 31.12.14 As at 31.12.15 As at 31.12.14 – 15.51% 1.10% 1.10% 9.95% 9.00% 9.00% 1.10% 1.10% 9.95% 9.00% 9.00% – 9 – – – – 9 – 46 – – – – 46 The Group acquired during the financial year 2013 a 15.5% strategic stake in Ferrous Resources, a producing iron ore company operating in the iron ore quadrangle of the Minas Gerais region of Brazil, which was fully impaired during the financial year 2014 and sold in June 2015. See following page for further information. The other investments listed above relate to companies incorporated in Ukraine. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 148 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Note 31: Financial instruments continued Ferrous Resources As at 9 June 2015, the Group disposed its 15.5% available-for-sale equity investment in Ferrous Resources Limited (“Ferrous”) for a total cash consideration of US$41,767 thousand resulting in a gain in this amount realised in the period ended 31 December 2015. This investment was acquired during the financial year 2013 with total transaction costs of US$82,382 thousand and fully impaired as at 30 September 2014 due to uncertainties in respect of the operational activity and the future development of the mining operation at this point of time. In the period ended 31 March 2015, the investment was revalued to US$41,800 thousand based on an irrevocable tender and support agreement signed on 29 April 2015 for the disposal of the stake in Ferrous for a cash consideration of US$41,800 thousand, which was considered to be the fair value of the investment at the end of this reporting period and the gain from this revaluation was recognised in the statement of other comprehensive income. This gain was reclassified to profit or loss at the point of time of the completion of the disposal. The gain shown in the income statement is net of disposal related costs of US$382 thousand. See also Note 13. PJSC Stakhanov Railcar Company The available-for-sale equity investment in PJSC Stakhanov Railcar Company in the amount of US$9 thousand (2013: US$46 thousand) is fair valued based on the quoted market price for its shares on the Ukrainian Stock exchange. The value of PJSC Stakhanov Railcar Company decreased due to a lower quoted market price for its shares on the Ukrainian stock exchange as of 31 December 2015. The significant decline of the fair value is expected to be prolonged and the decline is therefore recorded as an impairment. As a consequence, the total amount included in the net unrealised gains reserve has been reclassified to the income statement reducing the impairment charge booked in the comparative period. See Note 13 and Note 39. 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. Level 2: fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). Level 3: fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). US$000 Financial assets Available-for-sale investments Total available-for-sale financial assets US$000 Financial assets Available-for-sale investments Total available-for-sale financial assets There were no transfers between Level 1 and Level 2 in the period. As at 31.12.15 Level 1 Level 2 Level 3 Total 9 9 – – – – 9 9 As at 31.12.14 Level 1 Level 2 Level 3 Total 46 46 – – – – 46 46 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS Note 31: Financial instruments continued Reconciliation of Level 3 fair value measurements of financial assets US$000 Opening balance Additions Total gains or losses: – in the income statement – in other comprehensive income Disposal Transfer out of Level 3 Closing balance 149 Year ended 31.12.15 Available- for-sale financial assets – – Year ended 31.12.14 Available- for-sale financial assets 82,382 – 41,767 (82,382) – (41,767) – – – – – – Note 32: Share-based payments Accounting policy Equity-settled transactions The cost of equity-settled transactions with employees is measured by reference to the fair value of the award at the grant date using modelling techniques consistent with the mathematics underlying the Black-Scholes option pricing model extended to allow for the performance conditions. The fair value is determined by reference to the quoted closing share price on the grant date. The cost is recognised as an expense over the vesting period, which ends on the date on which the relevant employees become fully entitled to the award. In valuing equity-settled transactions, no account is taken of any vesting conditions, except for market conditions, such as the relative Total Shareholder Return (“TSR”). Where the vesting of awards is subject to the satisfaction of certain market conditions, a vesting charge is recognised irrespective of whether or not the market condition is satisfied, provided that all other performance conditions are satisfied. Where awards terminate before the performance period is complete, any unamortised expense is recognised immediately. At each reporting date, the cumulative expense of outstanding awards is calculated, representing the extent to which the vesting period has expired and management’s best estimate of the achievement or otherwise of non-market conditions and of the number of equity instruments that will ultimately vest. The movement in cumulative expense since the previous reporting date is recognised in the income statement, with a corresponding entry in Employee Benefit Trust reserve in equity. Long-term incentive plan (“LTIP”) The LTIPs are share-based schemes whereby certain senior management and executives receive rewards based on the relative TSR. The LTIP is subject to a performance condition based on the TSR compared to a comparator group, which operate in a similar environment, measured over the vesting period. Further description is provided in the Remuneration Report. The cost of equity-settled awards is measured as described above together with an estimate of future social security contributions payable in respect of this value. The following share awards were granted under the LTIP in the previous financial years. The LTIP vesting period is three years. No. (000) Year ended 31.12.15 Year ended 31.12.14 Year ended 31.12.13 2015 LTIP 2014 LTIP 2013 LTIP 617 – – – 480 – – – 450 Total 617 480 450 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 150 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Note 32: Share-based payments continued The following expenses have been recognised in 2015 and 2014 in respect of the LTIP: US$000 Year ended 31.12.15 Year ended 31.12.14 LTIP Beginning of the year Awards granted during the year Lapsed during the year Vested during the year Outstanding at 31 December 2015 LTIP 2014 LTIP 2013 LTIP 2012 LTIP 125 – 203 203 187 163 – 164 Total 515 530 Year ended 31.12.15 WAFV (US$) Year ended 31.12.14 WAFV (US$) Year ended 31.12.15 No. (’000) Year ended 31.12.14 No. (’000) 1.62 0.61 – 2.32 1.03 2.60 1.27 2.01 4.28 1.62 1,250 1,320 617 – (370) 480 (150) (400) 1,497 1,250 Note 33: Employees Employee benefits expenses for the year ended 31 December 2015 consisted of the following: US$000 Wages and salaries Social security costs Post-employment benefits Other employee costs Share-based payments Total employee benefits expenses Average number of employees Production Marketing and distribution Administration Other Total average number of employees Year ended 31.12.15 Year ended 31.12.14 43,960 63,503 12,550 20,360 999 3,704 515 2,215 4,735 530 61,728 91,343 Year ended 31.12.15 Year ended 31.12.14 7,591 187 1,012 835 9,625 7,855 179 984 861 9,879 The balances included in the table below cover compensation for Non-executive Directors, Executive Directors and other key management personnel: US$000 Wages and salaries Social security costs Other employee costs Total compensation for key management Year ended 31.12.15 Year ended 31.12.14 6,357 5,512 468 263 438 276 7,088 6,226 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 151 Note 33: Employees continued Share-based payments amounting to US$515 thousand (2014: US$530 thousand) are included in wages and salaries. The details of compensation relating to Non-executive and Executive Directors are disclosed in the table below: US$000 Salary and fees Bonus Benefits Pension Gains made on exercise of nil cost share options under the LTIP Total compensation to Non-executive and Executive Directors Note 34: Operating profit by function Year ended 31.12.15 Year ended 31.12.14 2,543 2,457 846 174 80 – 839 183 100 65 3,643 3,644 US$000 Revenue Cost of sales Gross profit Selling and distribution expenses General and administrative expenses Other income Other expenses Operating foreign exchange gains Operating profit Share of profit of associates Before adjusting items 961,003 (446,756) 514,247 (226,222) (37,103) 6,852 Adjusted items Year ended 31.12.15 Before adjusting items Adjusted items Year ended 31.12.14 – – – – – – 961,003 1,388,285 – 1,388,285 (446,756) (647,960) 514,247 740,325 (226,222) (311,514) (37,103) (48,642) 6,852 9,094 – – – – – (647,960) 740,325 (311,514) (48,642) 9,094 (32,726) (143,290) (176,016) (57,014) (95,149) (152,163) 26,025 – 26,025 76,372 – 76,372 251,073 (143,290) 107,783 408,621 (95,149) 313,472 4,620 – 4,620 4,878 – 4,878 Notes 6 7 8 9 10 11 12 38 Total profit from operations and associates 255,693 (143,290) 112,403 413,499 (95,149) 318,350 Summary of adjusted items: US$000 Operating adjusting items Allowance for restricted cash Gain on disposal of available-for-sale investment Write-down of VAT receivable Write-offs and impairment losses Losses on disposal of property, plant and equipment Total operating adjusting items Notes Year ended 31.12.15 Year ended 31.12.14 28 (174,579) 13/31 41,385 – – 23 13 – (6,790) (5,555) (83,534) (4,541) (4,825) (143,290) (95,149) Note 35: Commitments, contingencies and legal disputes Accounting policy Leases The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at inception date, i.e. whether fulfilment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset, even if that right is not specified in an arrangement. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 152 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Note 35: Commitments, contingencies and legal disputes continued Group as a lessee Finance leases, which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item, are capitalised at the commencement of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between the finance costs and the amortisation of the lease liability in order to achieve a constant interest rate on the remaining outstanding lease liability. Finance costs are recognised in the income statement. Leased assets are generally depreciated over the useful life of the asset. If there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term. Operating lease payments are recognised as an expense in the income statement on a straight-line basis over the lease term. Group as a lessor Leases in which the Group does not transfer substantially all the risks and benefits of ownership of the asset are classified as operating leases and recognised over the lease term as rental income. Contingent rents are recognised as revenue in the period in which they are earned. Operating lease commitments – Group as lessee Future minimum rentals payable under non-cancellable operating leases as at 31 December 2015 are as follows: US$000 Less than one year Between one and five years More than five years Total minimum rentals payable As at 31.12.15 1,757 4,586 As at 31.12.14 667 3,288 33,209 36,783 39,552 40,738 During the year ended 31 December 2015, US$1,814 thousand was recognised as an expense in the income statement in respect of operating leases (2014: US$1,970 thousand). The Group leases land and buildings under operating leases. The leases on land typically run for 48 years and with a lease period of five to ten years on buildings. Operating lease commitments – Group as lessor The Group does not have any commitments from lease agreements acting as lessor. Finance lease commitments Future minimum lease payments under finance leases together with the present value of the net minimum lease payments are as follows: US$000 Less than one year Between one and five years Total minimum lease payments Less: amounts representing finance charges Present value of minimum lease payments As at 31.12.15 Minimum payments Present value of payments 4,272 10,835 3,444 9,759 15,107 13,203 (1,904) – 13,203 13,203 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS Note 35: Commitments, contingencies and legal disputes continued US$000 Less than one year Between one and five years Total minimum lease payments Less: amounts representing finance charges Present value of minimum lease payments Other US$000 Capital commitments on purchase of property, plant and equipment 153 As at 31.12.14 Minimum payments Present value of payments 5,852 4,644 15,658 13,624 21,510 18,268 (3,242) – 18,268 18,268 As at 31.12.15 As at 31.12.14 32,591 108,763 Legal In the ordinary course of business, the Group is subject to legal actions and complaints. Management believes that the ultimate liability, if any, arising from such actions or complaints will not have a material adverse effect on the financial condition or the results of future operations of the Group. Deposit Guarantee Fund and Liquidator of Bank F&C The Group’s principal subsidiary, FPM, received a credit of US$9,984 thousand to its account with Bank F&C following the introduction of the temporary administration on 18 September 2015. FPM filed a claim against Bank F&C under the management of the Administrator, as appointed by the Deposit Guarantee Fund, on 30 October 2015 in the Kyiv City Commercial Court for the release of this amount in accordance with applicable legislation. The hearing on 4 December 2015 ruled in favour of FPM. This court ruling was subsequently appealed and the hearing is expected to take place in April 2016. Based on legal advice and its knowledge of the matter at hand, management of the Group is of the opinion that the Group’s claim is both well-founded as verified by the initial court ruling and expects this amount ultimately to be recovered in full as required under Ukrainian legislation. See also Note 28 and Note 29 for further information. Share dispute The Group has been involved in a share dispute, which commenced in 2005 and has been disclosed in its various public documents since IPO in 2007. The main chronology of the dispute is below: On 21 April 2010, the Higher Commercial Court of Ukraine invalidated the share sale and purchase agreement (‘SPA’) pursuant to which a 40.19% stake in FPM was sold on 18 November 2002 to nominee companies that were previously ultimately controlled by Kostyantin Zhevago, which ultimately sold the shares to Ferrexpo AG. On 2 December 2014, the Supreme Court of Ukraine set aside the judgement of the Higher Commercial Court of Ukraine delivered in April 2010 and remitted the case for review to the Higher Commercial Court of Ukraine. On 16 February 2015, the Higher Commercial Court of Ukraine confirmed the decisions of the lower courts, which dismissed the claim for invalidation of the SPA. As at the date of the publication of these financial statements for the period ended 31 December 2015, the original SPA of 18 November 2002 is valid. In October 2011, the claimants commenced further proceedings for the restoration of their shareholding in FPM. On 20 October 2014, the Kyiv City Commercial Court dismissed the claim in full. This judgement was confirmed by the Kyiv Appeal Commercial Court and the Higher Commercial Court of Ukraine on 28 January 2015 and 14 April 2015, respectively. After having taken legal advice, the management of the Group believes that risks related to further court proceedings commencing before the Claimants are time barred in April 2016 are remote. In light of the risks surrounding the operation and independence of Ukrainian courts, including those associated with the Ukrainian legal system in general, however the claimants may ultimately prevail in this dispute and the Group’s ownership of the relevant interest in FPM may be successfully challenged. Tax and other regulatory compliance Ukrainian legislation and regulations regarding taxation and customs continue to evolve. Legislation and regulations are not always clearly written and are subject to varying interpretations and inconsistent enforcement by local, regional and national authorities, and other governmental bodies. Instances of inconsistent interpretations are not unusual. The uncertainty of application and the evolution of Ukrainian tax laws, including those affecting cross-border transactions, create a risk of additional tax payments having to be made by the Group, which could have a material effect on the Group’s financial position and results of operations. This includes also a transfer pricing law, which significantly increased the power of the tax authorities. The Group does not believe that these risks are any more significant than those of similar enterprises in Ukraine. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 154 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED 35: Commitments, contingencies and legal disputes continued Recoverable VAT amounting to US$1,147 thousand (2014: US$3,587 thousand) outstanding at 31 December 2015 and US$3,402 thousand (2014: US$5,178) refunded by the tax authorities during the financial year 2015 are in the process of being considered by the Ukrainian court system in several different cases. As the VAT is fully recoverable under the relevant Ukrainian legislation, the Group expects to receive positive court decisions for these ongoing court proceedings and expect these amounts to be recovered in a further issuance of bonds. Consequently, the VAT is recorded at its full amount in the financial statements, net of an estimated discount to reflect the expected difference to the bonds. See also disclosure made in Note 23. No provision has been made for any related penalties and fines, which would in the case of a final negative ruling become payable. Note 36: Share capital and reserves Accounting policy Ordinary Shares Ordinary Shares are classified as equity. Incremental costs directly attributable to the issue of Ordinary Shares and share options are recognised as a deduction from equity, net of any tax effects. Employee benefit trust reserve Ferrexpo plc shares held by the Group are recognised at cost and classified in reserves. Consideration received for the sale of such shares is also recognised in equity, with any difference between the proceeds from sale and the original cost is to be recorded in reserves. No gain or loss is recognised in the income statement on the purchase, issue or cancellation of equity shares. Treasury shares Own equity instruments, which are reacquired (treasury shares) are recognised at cost and deducted from equity. No gain or loss is recognised in the income statement on the purchase, sale, issue or cancellation of the Group’s own equity instruments. Any difference between the carrying amount and the consideration is recognised in reserves. Translation reserve The translation reserve represents exchange differences arising on the translation of non-US Dollars (e.g. Ukrainian Hryvnia) functional currency operations within the Group into US Dollars. Information on the Group’s share capital and reserves is provided below: Share capital Share capital represents the nominal value on issue of the Company’s equity share capital, comprising £0.10 Ordinary Shares. The fully paid share capital of Ferrexpo plc at 31 December 2015 was 613,967,956 Ordinary Shares (2014: 613,967,956) at a par value of £0.10 paid for in cash, resulting in share capital of US$121,628 thousand (2014: US$121,628 thousand) per the statement of financial position. As at 31 December 2015 other reserves attributable to equity shareholders of Ferrexpo plc comprised: US$000 At 31 December 2013 Foreign currency translation differences Transfer to profit and loss Tax effect Total comprehensive loss for the period Share-based payments At 31 December 2014 Foreign currency translation differences Tax effect Total comprehensive loss for the period Share-based payments At 31 December 2015 Uniting of interest reserve Treasury share reserve Employee benefit trust reserve Net unrealised gains reserve Translation reserve Total other reserves 31,780 (77,260) (6,542) 712 (296,016) (347,326) – – – – – – – – – – – – – – – (1,185,874) (1,185,874) (712) – (712) – 80,394 80,394 (712) (1,105,480) (1,106,192) 530 – – 530 31,780 (77,260) (6,012) – (1,401,496) (1,452,988) – – – – – – – – – – – 515 – – – – (465,129) (465,129) 40,978 40,978 (424,151) (424,151) – 515 31,780 (77,260) (5,497) – (1,825,647) (1,876,624) FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 155 Note 36: Share capital and reserves continued Uniting of interest reserve The uniting of interest reserve represents the difference between the initial investment by Ferrexpo AG in FPM to gain control of the subsidiary in 2005 and the net assets acquired, which under the pooling of interests method of accounting are consolidated at their historic cost, less non-controlling interests. Treasury share reserve In September 2008, Ferrexpo plc completed a buy-back of 25,343,814 shares for a total cost of US$77,260 thousand (2014: US$77,260 thousand). These shares are currently held as treasury shares by the Group. The Companies Act 2006 forbids the exercise of any rights (including voting rights) and the payment of dividends in respect of treasury shares. Employee benefit trust reserve This reserve represents the treasury shares held by Ferrexpo AG setting up an employee benefit trust reserve. The reserve is used to satisfy future grants for senior management incentive schemes. Information on the Group’s share-based payments is provided in Note 32. As at 31 December 2015, the employee benefit trust reserve includes 3,162,399 shares (2014: 3,162,399 shares). Net unrealised gains reserve This reserve records fair value changes on available-for-sale investments. See Note 31 for further information on the available-for-sale investments. Translation reserve During the financial year 2015, the Ukrainian Hryvnia devalued from 15.769 as at the beginning of the year to 24.001 as at 31 December 2015 and the exchange differences arising on translation of the Group’s foreign operations is initially recognised in the statement of other comprehensive income. See also the consolidated statement of comprehensive income on page 101 of these financial statements for further details. Note 37: Consolidated subsidiaries Accounting policy Entities are included in the consolidated financial statements from the date of obtaining control and the inclusion in the consolidated financial statements is consequently ceased when the control over a entity is lost. Control is obtained when the Group is exposed, or has the rights, to variable returns from its involvement with an entity and has the ability to affect those returns through its power over the entity that gives the current ability to direct the relevant activities. Control can be obtained through voting rights, but also through agreements, statutes, contracts, trust deeds or other schemes. Non-controlling interests in the net assets of consolidated subsidiaries are shown separately in the Group’s consolidated statement of financial position and consolidated statement of changes in equity. The share of the profit attributable to non-controlling interests are shown in the consolidated income statement and the consolidated statement of comprehensive income. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 156 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Note 37: Consolidated subsidiaries continued The Group comprises Ferrexpo plc and its consolidated subsidiaries as set out below: Name OJSC Ferrexpo Poltava Mining Ferrexpo AG DP Ferrotrans United Energy Company LLC Ferrexpo Finance plc Ferrexpo Services Limited Ferrexpo Hong Kong Limited LLC Ferrexpo Yeristovo GOK LLC Ferrexpo Belanovo GOK Nova Logistics Limited Ferrexpo Middle East FZE Ferrexpo Singapore PTE Ltd. First-DDSG Logistics Holding GmbH EDDSG GmbH DDSG Tankschiffahrt GmbH DDSG Services GmbH1 DDSG Mahart Kft. Pancar Kft. Ferrexpo Port Services GmbH Ferrexpo Shipping International Ltd. Iron Destiny Ltd. Transcanal SRL Helogistics Asset Leasing Kft. Universal Services Group Ltd. LLC DDSG Ukraine Holding LLC DDSG Invest LLC DDSG Ukraine Shipping Management LLC DDSG Ukraine Shipping Arlington Ltd.2 1 2 Formerly Helogistics Transport GmbH. The entity was acquired in February 2014. Country of incorporation Ukraine Switzerland Ukraine Ukraine England Principal activity Iron ore mining Sale of iron ore pellets Trade, transportation services Holding company Finance Ukraine Management services and procurement China Ukraine Ukraine Ukraine U.A.E. Singapore Austria Austria Austria Austria Hungary Hungary Austria Marshall Islands Marshall Islands Romania Hungary Ukraine Ukraine Ukraine Ukraine Ukraine Guernsey Marketing services Iron ore mining Iron ore mining Service company Sale of iron ore pellets Marketing services Holding company Barging company Barging company Service company Barging company Barging company Port services Holding company Shipping company Port services Asset holding company Asset holding company Holding company Asset holding company Barging company Asset holding company Holding company Equity interest owned 31.12.15 % 97.3 100.0 97.3 97.3 100.0 100.0 100.0 100.0 100.0 51.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 77.6 100.0 100.0 100.0 100.0 100.0 100.0 100.0 31.12.14 % 97.3 100.0 97.3 97.3 100.0 100.0 100.0 100.0 100.0 51.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 77.6 100.0 100.0 100.0 100.0 100.0 100.0 100.0 The Group’s interests in the entities listed above are held indirectly by the Company, with the exception of Ferrexpo AG which is directly held. The Group’s equity interests are 100% for all its major consolidated subsidiaries, except for FPM. The interest that non-controlling interests have in the Group’s operations are not material and predominantly related to FPM. No significant judgements and assumptions were required to determine that the Group has control over these entities. The Group does not have any other interests of 20% or more in undertakings that are not disclosed in the table above, except for the investment in the associate mentioned below. The Group also holds an interest of 48.6% (2014: 48.6%) in TIS Ruda, a Ukrainian port located on the Black Sea. As this is an associate, it is accounted for using the equity method of accounting and further disclosed in Note 38. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 157 Note 38: Investments in associates Accounting policy The Group’s investments in associates are accounted for using the equity method of accounting. An associate is an entity in which the Group has significant influence and which is neither a subsidiary nor a joint venture. Under the equity method, the investment in the associate is carried in the statement of financial position at cost plus any post-acquisition changes in the Group’s share of net assets of the associate. Goodwill relating to an associate is included in the carrying amount of the investment and is not amortised nor individually tested for impairment. After application of the equity method, the Group determines whether it is necessary to recognise any additional impairment loss with respect to the Group’s investment in the associate. The share of profit from an associate is shown on the face of the income statement. This is the profit attributable to the Group and is therefore the profit after tax and non-controlling interests in the subsidiaries of the associate. The reporting dates of the associates and the Group are identical and the associates’ accounting policies are generally in conformity with those applied by the Group. As at 31 December 2015 investments in associates comprised: TIS Ruda1 Principal activity Country of incorporation Ownership % Port development Ukraine 48.6 As at 31.12.15 US$000 5,801 As at 31.12.14 US$000 8,569 TIS Ruda operates a port on the Black Sea which the Group uses as part of its distribution channel. US$000 Opening balance Share of profit1 Dividends received Translation adjustments Closing balance Year ended 31.12.15 Year ended 31.12.14 8,569 4,620 20,546 4,878 (4,076) (2,756) (3,312) (14,099) 5,801 8,569 The share of profit from the associate is shown net of an impairment loss in the amount of US$2,984 thousand in relation to an investment of TIS Ruda in another company in Ukraine. The share of profit was adjusted in the consolidated accounts of the Group in anticipation of the reduction of the associate’s equity caused by the impairment in the accounts of the associate with a corresponding effect of the Group’s share in the associate’s equity. For the year ended 31 December 2015 the summarised financial information for the associate was as follows: US$000 TIS Ruda1 1 Based on preliminary and unaudited financial information. Total assets Total liabilities Revenue Net profit As at 31.12.15 As at 31.12.14 11,896 20,231 As at 31.12.15 2,891 As at 31.12.14 Year ended 31.12.15 Year ended 31.12.14 Year ended 31.12.15 Year ended 31.12.14 2,486 24,174 25,447 9,259 9,776 Note 39: Related party disclosure During the periods presented, the Group entered into arm’s length transactions with entities under the common control of the majority owner of the Group, Kostyantin Zhevago, with associated companies and with other related parties. Management considers that the Group has appropriate procedures in place to identify, control, properly disclose and obtain independent confirmation, when relevant, for transactions with the related parties. Entities under common control are those under the control of Kostyantin Zhevago. Associated companies refer to TIS Ruda LLC, in which the Group holds an interest of 48.6%. This is the only associated company of the Group. Other related parties are principally those entities controlled partially by Anatoly Trefilov. Anatoly Trefilov is a member of the supervisory board of FPM. The payments made to the Non-executive Directors and Executive Directors are disclosed in the Remuneration Report on page 76. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Note 39: Related party disclosure continued Related party transactions entered into by the Group during the periods presented are summarised in the following tables: Revenue, expenses, finance income and expense US$000 Sales of pelletsa Other salesb Total related party transactions within revenue Materialsc Purchased concentrate and other items for resaled Spare parts and consumablese Gasf Total related party transactions within cost of sales Selling and distribution expensesg General and administration expensesh Allowance for restricted cash and depositsi Year ended 31.12.15 Year ended 31.12.14 Entities under common control 2,871 334 3,205 6,909 277 1,298 45,869 54,353 10,896 849 174,579 Associated companies Other related parties – – – – – – – – – 496 496 12 – 2 – 14 22,248 5,023 – – 382 – Entities under common control – 696 696 12,334 769 2,423 39,259 54,785 11,201 1,267 – Associated companies – – – – – – – – Other related parties – 524 524 26 – 2 – 28 24,130 5,984 – – – – Total related party transactions within expenses 240,677 22,248 5,419 67,253 24,130 6,012 Finance incomej Finance expensesj Net related party finance income Entities under common control 2,039 (58) 1,981 – – – – – – 1,804 (99) 1,705 – – – – – – The Group entered into various related party transactions with entities under common control. A description of the most material transactions which are in aggregate over US$200 thousand in the current or comparative period is given below. All transactions were carried out on an arm’s length basis in the normal course of business. a Spot sales of pellets in the amount of US$2,871 thousand (2014: nil) to VA Intertrading AG. b Sales of power, steam and water and other materials for US$78 thousand (2014: US$160 thousand) and Income from premises leased to Kislorod PCC of US$147 thousand (2014: US$258 thousand). c c c Purchases of compressed air and oxygen and metal scrap from Kislorod PCC for US$3,918 thousand (2014: US$5,347 thousand); Purchases of cast iron balls from AutoKraZ Holding Co. for US$1,063 thousand (2014: US$5,530 thousand); and Purchases of cast iron balls from OJSC Uzhgorodsky Turbogas for US$1,787 thousand (2014: US$1,209 thousand). d Purchases of concentrate and other items for resale from Vostok Ruda Ltd. amounting to US$277 thousand (2014: US$769 thousand). e e e f Purchases of spare parts from CJSC Kyiv Shipbuilding and Ship Repair Plant (“KSRSSZ”) in the amount of US$338 thousand (2014: US$821 thousand); Purchases of spare parts from Valsa GTV of US$273 thousand (2014: US$749 thousand); and Purchases of ferromanganese from Raw and Refined Commodities AG for US$484 thousand (2014: US$512 thousand). Procurement of gas for US$45,869 thousand (2014: US$39,259 thousand) from OJSC Ukrzakordongeologia. g Purchases of advertisement, marketing and general public relations services from FC Vorskla of US$10,855 thousand (2014: US$11,137 thousand). h h i j Insurance premiums of US$429 thousand (2014: US$574 thousand) paid to ASK Omega for workmen’s insurance and other insurances; and Fees of US$273 thousand (2014: US$439 thousand) paid to Bank F&C for bank services. The Group recorded an allowance for its cash and deposits (including the deposits previously shown as non-current assets) held at Bank F&C resulting in a charge of US$174,579 thousand recognised in the income statement subsequent to the insolvency of the bank declared by the NBU. See also page 160 for further information Transactional banking services were provided to certain subsidiaries of the Group by Bank F&C. Finance income and expense relate to these transactional banking services. Further information is provided under transactional banking arrangements on page 160. Associated companies The Group entered into related party transactions with its associated company TIS Ruda LLC, which were carried out on an arm’s length basis in the normal course of business for the members of the Group (see Note 38). These are described below: g Purchases of logistics services in the amount of US$22,248 thousand (2014: US$24,130 thousand) relating to port operations, including port charges, handling costs, agent commissions and storage costs. Other related parties The Group entered into various transactions with related parties other than those under the control of the majority owner of the Group. Descriptions of the material transactions are below: b Sales of material and services to Slavutich Ruda Ltd. for US$481 thousand (2014: US$508 thousand). h Consulting fees paid to Nage Capital Management AG of US$382 thousand (2014: nil) controlled by a former member of the Board of Directors of Ferrexpo plc who resigned in August 2014. The Group entered into this transaction within one year of his resignation and therefore considered it to be transaction with a related party. g Purchases of logistics management services from Slavutich Ruda Ltd. relating to customs clearance services and the coordination of rail transit. Total billings amounted to US$5,023 thousand (2014: US$5,984 thousand). Slavutich Rda Ltd. earned commission income of US$434 thousand on these services (2014: US$1,350 thousand). FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 159 Note 39: Related party disclosure continued Purchases of property, plant and equipment The table below details the transactions of a capital nature which were undertaken between Group companies and entities under common control, associated companies and other related parties during the periods presented. US$000 Purchases with independent confirmation Purchases with shareholder approval Purchases in the ordinary course of business Total purchase of property, plant and equipment k Entities under common control Current year Year ended 31.12.15 Year ended 31.12.14 Entities under common control – 842 1,257 2,099 Associated companies Other related parties – – – – – – 10 10 Entities under common control 458 887 2,724 4,069 Associated companies Other related parties – – – – – – 5 5 k During the financial year 2015, the Group entered in various transactions of a capital nature with related parties totalling US$1,267 thousand. These transactions were in the ordinary course of business. Individual transactions of a capital nature which exceeded US$200 thousand are listed below. – The Group procured a filter in the amount of US$958 thousand from OJSC Berdichev Machine-Building Plant Progress for the quality upgrade of the pelletising plant at FPM and design documentation services from OJSC DIOS totalling US$288 thousand. In April 2015 the Group received an additional 27 rail cars totalling US$1,431 thousand (US$842 thousand at the prevailing exchange rate at delivery), which were ordered in February 2014 under the authority of a shareholder approval obtained on 24 May 2012. The remaining balance of the prepayment was fully written-off as of 31 December 2015. See below and footnote (n) on page 160 for further information. Prior year k During the financial year 2014, the Group entered into various transactions of a capital nature with related parties totalling to US$2,724 thousand, which were in the ordinary course of business: – The Group procured goods and services totalling US$1,807 thousand from OJSC Berdichev Machine-Building Plant Progress for various ongoing projects and design documentation services from OJSC DIOS totalling US$597 thousand. In August 2014, the Group acquired in two separate transactions a railway line and an associated power line from LLC Vorskla Steel totalling US$458 thousand. The transaction was not considered to be in the ordinary course of business and an independent confirmation was obtained and an announcement made in accordance with the UK Listing Rules. In February 2014, the Group ordered 300 rail cars from PJSC Stakhanov Railcar Company, of which 233 rail cars amounting to US$12,349 thousand were under the authority of the shareholder approval obtained on 24 May 2012 obtained under the listing rules applicable at that time and an additional 67 rail cars amounting to US$3,551 thousand were ordered in the ordinary course of business. A total prepayment of US$11,925 thousand (US$4,920 thousand at the exchange rate as at 31 December 2014) was made in relation to these rail cars. The rail cars were scheduled for delivery in the second half of the financial year 2014. As a consequence of the conflict in the eastern part of Ukraine only 25 rail cars totalling US$1,325 thousand (US$887 thousand at the prevailing exchange rate at delivery) were delivered during the financial year 2014. See above for information in respect of the developments during the financial year 2015. Balances with related parties The outstanding balances, as a result of transactions with related parties, for the periods presented are shown in the table below: US$000 Investments available-for-salel Other non-current assetsm Prepayments for property, plant and equipmentn Total non-current assets Trade and other receivableso Prepayments and other current assetsp Cash and cash equivalentsq Total current assets Trade and other payablesr Current liabilities As at 31.12.15 As at 31.12.14 Entities under common control Associated companies Other related parties 9 – 24 33 688 680 – 1,368 902 902 – – – – 2,273 – – 2,273 2,625 2,625 – – – – 8 – – 8 91 91 Entities under common control 46 4,726 604 5,376 712 164 161,473 162,349 1,429 1,429 Associated companies Other related parties – – – – – – – – 151 151 – – – – 91 595 – 686 490 490 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 160 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Note 39: Related party disclosure continued Entities under common control A description of the balances over US$200 thousand in the current or comparative period is given below. l The balance of the investments available-for-sale comprised shareholdings in PJSC Stakhanov Railcar Company (1.10%) and Vostok Ruda Ltd. (1.10%). The ultimate beneficial owner of these companies is Kostyantin Zhevago. PJSC Stakhanov Railcar Company is further listed on the Ukrainian stock exchange. The changes of the values in the table on the previous page are related to fair value adjustments recorded during the respective reporting periods. The shareholdings for all investments remained unchanged during the periods disclosed above. The balance of US$9 thousand as at 31 December 2015 related to the investment in PJSC Stakhanov Railcar Company (2014: US$46 thousand). m As at the end of the comparative period ended December 2014, other non-current assets related to a deposit of US$4,726 thousand with Bank F&C, which was deposited for loans and mortgages granted by the bank to employees of the Group under the Group’s social loyalty programme. As at 31 December 2015, an allowance for the full amount of US$3,104 thousand (at the exchange rate at the end of the period) with Bank F&C was recorded subsequent to the insolvency of Bank F&C declared by the National Bank of Ukraine on 17 September 2015. Further information is provided below and in Note 28 and Note 29. n As at 31 December 2015, a prepayment in the amount of US$3,558 thousand (at current exchange rate) made to PJSC Stakhanov Railcar Company was written off. The prepayment was made in February 2014 for 300 rail cars ordered from PJSC Stakhanov Railcar Company (2014: US$6,007 thousand). As at 31 December 2015, the Group received 52 rail cars of the total 300 rail cars ordered in February 2014 and it is unlikely that the remaining number of rail cars can be delivered or the prepaid amount can be recovered. Due to these uncertainties caused by the conflict in the Eastern Ukraine, the Group already recorded an allowance for the full outstanding amount as at 31 December 2014 (see section Purchases of property, plant, equipment and investments above for further details). Prepayments for property, plant and equipment of the comparative period ended 31 December 2014 included US$527 thousand prepaid to OJSC Berdichev Machine-Building Plant Progress for various ongoing projects. o As of 31 December 2015, trade and other receivables included outstanding amounts due from Vorskla Steel Ltd. of US$187 thousand (2014: US$244 thousand) in relation to other sales and US$404 thousand (2014: US$317 thousand) from Kislorod PCC for the sale of power, steam and water. p The balance as at 31 December 2015 includes prepayments of US$577 thousand made to Vostok Ruda Ltd. for purchases of concentrate (2014: nil). q As at the end of the comparative period ended 31 December 2014, cash and cash equivalents with Bank F&C were US$161,473 thousand. On 17 September 2015, the National Bank of Ukraine announced that it had adopted a decision to declare Bank F&C insolvent and the bank was put into temporary administration by the Deposit Guarantee Fund. The bank license of Bank F&C was revoked by the NBU on 17 December 2015 and the liquidation was initiated by the Deposit Guarantee Fund. As a consequence, the Group recorded an allowance for its cash and deposits (including the deposits previously shown as non-current assets) resulting in a charge of US$174,579 thousand recognised in the income statement for the balances currently not available to the Group. The Group is currently involved in a court case in respect of an amount of US$9,308 thousand to be released by the Liquidator of the bank. Based on the positive decisions from the Kyiv City Commercial Court, management expect this amount to be released by the Liquidator later this year and no allowance was recorded for this amount. Further information on Bank F&C is provided below and in Note 29 and Note 35. r Trade and other payables amounting to US$475 thousand for compressed air and oxygen purchased from Kislorod PCC (2014: US$483 thousand). The balance as at the end of the period ended 31 December 2014 included an amount of US$397 thousand payable to PJSC Stakhanov Railcar Company, no amounts were due as at 31 December 2015. Associated companies o As at 31 December 2015, trade and other receivables included US$2,273 thousand (2014: nil) for dividends receivable from TIS Ruda LLC. r As at 31 December 2015, trade and other payables included US$2,625 thousand (2014: US$151 thousand) related to purchases of logistics services from TIS Ruda LLC. Other related parties p Prepayments and other current assets in the comparative period include an amount of US$595 thousand made to Slavutich Ruda Ltd. for distribution services. No such prepayment outstnanding as at 31 December 2015. r Trade and other payables of US$38 thousand (2014: US$490 thousand) as of 31 December 2015 were in respect of distribution services provided by Slavutich Ruda Ltd. Transactional banking arrangements The Group had transactional banking arrangements with Bank F&C in Ukraine which was under common control of Kostyantin Zhevago (see Note 1). The NBU announced on 17 September 2015 that it had adopted a decision to declare Bank F&C insolvent and the bank was put into temporary administration by the Deposit Guarantee Fund. The bank license of Bank F&C was revoked by the NBU on 17 December 2015 and the liquidation was initiated by the Deposit Guarantee Fund. See Note 28, Note 29 and Note 35 for further information in respect of Bank F&C. On 25 May 2013, the Group entered into an uncommitted multicurrency revolving loan facility agreement and a documentary credit facility agreement with Bank F&C which would have expired on 29 May 2016. The aggregate maximum limit of these facilities amounted to UAH80 million (2014: US$5,073 thousand) and, as required under Ukrainian legislation, fixed assets are pledged (US$3,990 thousand). The terms and conditions of both facilities were the subject of an independent confirmation. No amounts are drawn and no letters of credit are outstanding under this facility as at 31 December 2015 (2014: nil). The facilities and fixed asset pledge agreements were cancelled on 2 November 2015 subsequent to the declaration of insolvency of Bank F&C. Bank F&C provided mortgages and loans to employees of the Group for the acquisition, construction and renovation of apartments in Ukraine. This was part of a social loyalty programme started by the Group in December 2011 allowing certain employees of the Group to borrow at preferential interest rates. FPM and LLC Ferrexpo Yeristovo GOK acted as guarantors for the bank’s loans to the employees of the Group and had deposited US$3,104 thousand at Bank F&C as security (2014: US$4,726 thousand). The interest rate margin earned by Bank F&C covered the costs of administrating the mortgages and loans. The allowance recorded by the Group on the balances of cash and cash equivalents held at Bank F&C also covers the deposits made in respect of the Group’s social loyalty programme. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 161 Note 39: Related party disclosure continued Prior to Bank F&C being put into liquidation by the Deposit Guarantee Fund, cash and cash equivalents balances held with Bank F&C were in the normal course of business in Ukraine and were held on call or from time to time on overnight deposit. Interest was paid on balances held. The interest rates received by the Group were in line with relevant comparable market rates throughout the periods presented. Finance income and expenses are disclosed in the table on page 158. Subsequent to the declaration of insolvency of Bank F&C, the Group changed its transactional banking arrangements that had previously been with Bank F&C to third party banks in Ukraine. Note 40: Events after the reporting period No material adjusting or non-adjusting events have occurred subsequent to the year end. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 162 PARENT COMPANY STATEMENT OF FINANCIAL POSITION US$000 ASSETS Non-current assets Investment in subsidiary undertakings Other receivables due from subsidiary undertakings Total non-current assets Current assets Other receivables due from subsidiary undertakings Accrued interest and prepaid expenses Other taxes recoverable and prepaid Cash and cash equivalents Total current assets TOTAL ASSETS EQUITY AND LIABILITIES Equity Share capital Share premium Treasury share reserve Employee benefit trust reserve Retained earnings Total equity Non-current liabilities Financial guarantees Non-current liabilities Current liabilities Financial guarantees Other payables Accrued liabilities Income tax payable Total current liabilities TOTAL EQUITY AND LIABILITIES Notes As at 31.12.15 As at 31.12.14 5 147,496 147,496 6/12 4,458 4,576 151,954 152,072 6/12 10 850,865 902,778 2,261 2,244 1 78 1 381 853,205 905,404 1,005,159 1,057,476 9 9 121,628 121,628 185,112 185,112 (77,260) (77,260) 9/11 (5,497) (6,012) 769,007 819,677 992,990 1,043,145 7/12 7/12 10 4,458 4,458 4,576 4,576 4,140 6,808 575 734 2,262 7,711 699 609 1,639 9,755 1,005,159 1,057,476 The opening statement of financial position as at 1 January 2014, when the Company transitioned to IFRS, is shown in Note 12. The financial statements were approved by the Board of Directors on 9 March 2016. Kostyantin Zhevago Chief Executive Officer Christopher Mawe Chief Financial Officer FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS PARENT COMPANY STATEMENT OF CASH FLOWS 163 US$000 Profit before income tax: Adjustments for: Dividend income Interest and guarantee fee income Interest and finance expenses Operating and non-operating forex gains Operating cash flow before working capital changes Changes in working capital: (Increase)/decrease in other receivables Increase in other payables and accrued liabilities Decrease in other taxes Cash generated from operating activities Interest and guarantee fee received Income tax paid Net cash flows from operating activities Cash flows from investing activities Payments to subsidiary undertakings Repayments from subsidiary undertakings Dividends received Net cash flows used in investing activities Cash flows from financing activities Dividends paid Net cash flows used in financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Currency translation differences Cash and cash equivalents at the end of the year Year-ended 31.12.15 Year-ended 31.12.14 28,879 111,377 − (91,728) (36,176) (26,806) 6 371 7 (393) (6,920) (7,543) (132) 6 − 53 126 (49) (7,046) (7,413) 24,911 26,736 (1,600) (1,653) 16,265 17,670 (14,504) (109,482) 75,634 − 77,116 91,728 61,130 59,362 (77,548) (76,904) (77,548) (76,904) (153) 381 (150) 78 128 240 13 381 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 164 PARENT COMPANY STATEMENT OF CHANGES IN EQUITY US$000 At 1 January 2014 Profit for the period Total comprehensive loss for the period Equity dividends paid to shareholders Share-based payments At 31 December 2014 Profit for the period Total comprehensive loss for the period Equity dividends paid to shareholders Share-based payments At 31 December 2015 Issued capital Share premium Treasury share reserve Employee Benefit Trust reserve Retained earnings Total capital and reserves 121,628 185,112 (77,260) (6,542) 787,432 1,010,370 − − − − − − − − − − − − − − − 109,546 109,546 109,546 109,546 (77,301) (77,301) 530 − 530 121,628 185,112 (77,260) (6,012) 819,677 1,043,145 − − − − − − − − − − − − − − − 26,615 26,615 26,615 26,615 (77,285) (77,285) 515 − 515 121,628 185,112 (77,260) (5,497) 769,007 992,990 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS 165 Note 1: Corporate information Ferrexpo plc (the “Company”) is incorporated in the United Kingdom, which is considered to be the country of domicile, with its registered office at 23 King Street, London, SW1Y 6QY, UK. The Company’s Ordinary Shares are traded on the London Stock Exchange. The majority shareholder of the Company is Fevamotinico S.a.r.l. (“Fevamotinico”), a company incorporated in Luxembourg and ultimately owned by The Minco Trust, of which Kostyantin Zhevago, the Group’s Chief Executive Officer, is a beneficiary. At the time this report was published, Fevamotinico held 50.3% (31 December 2014: 50.3%) of the Company’s issued share capital. Note 2: Basis of preparation The Parent Company financial statements of the Company are presented as required by the Companies Act 2006 and were approved for issue on 9 March 2016. The financial statements are prepared in accordance with International Financial Reporting Standards as adopted by the European Union. The Company has transitioned to IFRS from previously applied UK accounting standards for all periods presented in these financial statements. Note 12 shows the effects of reclassifications and remeasurements from the transition to IFRS as at 1 January 2014. The financial statements are presented in US Dollars (US$), the Company’s functional currency, and all values are rounded to the nearest thousand, except where otherwise indicated. The functional currency is determined as the currency of the primary economic environment in which the Company operates. The majority of the Company’s operating activities are conducted in US Dollars. No profit and loss account is presented by the Company as permitted by Section 408 of the Companies Act 2006. The profit after taxation dealt with in the financial statements of the Company was US$26,615 thousand for the financial year ended 31 December 2015 (2014: US$109,546 thousand). There were no gains or losses in the current or preceding years recognised in other comprehensive income. Going concern basis The Company is parent of the Ferrexpo Group (the “Group”) and a guarantor for some of the Group’s debt facilities drawn as of 31 December 2015. Over the next year from the approval of the accounts, debt amortisation payments for the Group’s debt facilities in the amount of US$203,181 thousand fall due. The Group continues to generate positive operating cash flow in the current low iron ore price environment and the Company is dependent on the cash flows generated by the Group. At certain iron ore pricing levels, without associated cost relief, the Group’s operating cash flow generation, although positive, might not be sufficient to allow the Company to meet these debt amortisations or to be sufficient to remain within financial covenants triggering cross default across part or all of its debt facilities. The Company expects to be able to repay its facilities as they fall due based on current forecasts and remain within its financial covenants and also expects, that if necessary, it would be able to agree amendments to relevant facilities. As a result, the accounts have been drawn up on a going concern basis. However, the impact of the volatility in the future level of the iron ore price and operating cost inputs are material uncertainties that may cast significant doubt upon the Company’s ability to meet its debt amortisation obligations and to continue as a going concern. Under these circumstances, and absent appropriate financing, the Company may be unable to continue to realise assets and discharge liabilities in the normal course of business and it will be necessary to restate amounts in the balance sheet to reflect these circumstances which will materially change the amounts and classification of figures contained in the financial statements. Note 3: Summary of significant accounting policies Foreign currencies The Company’s functional currency and presentation currency is US Dollars. Transactions in foreign currencies are initially recorded in the functional currency by applying the spot exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the reporting date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Investments Equity investments in subsidiaries are carried at cost less any provision for impairments. Financial instruments Non-derivative financial instruments Financial assets and financial liabilities are initially measured at fair value. Any transaction costs that are directly attributable to the acquisition or issue of financial assets or financial liabilities are added from its fair value except for financial assets and financial liabilities at fair value through the income statement. For those financial assets and financial liabilities, the transactions costs are recognised immediately in the income statement. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 166 NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS CONTINUED Note 3: Summary of significant accounting policies continued All regular way purchases and sales of financial assets are recognised on the trade date (i.e. the date that the Company commits to purchase or sell the asset). Regular way purchases or sales are those that require delivery of assets within the period generally established by regulation or convention in the marketplace. The subsequent measurement is based on the classification of the financial instruments. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are carried at amortised cost using the effective interest method less impairment. Gains and losses are recognised in the income statement when the loans and receivables are derecognised or impaired along with the amortisation process. Other payables are subsequently measured at amortised cost using the effective interest method. Interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Gains and losses are recognised in the income statement when the liabilities are derecognised as well as through the amortisation process. The Company has not designated any financial asset as financial assets at fair value through profit or loss. Impairment of financial assets The Company assesses at each reporting date whether a financial asset or group of financial assets is impaired. If there is objective evidence that an impairment loss on loans and receivables carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate (excluding future credit losses that have not been incurred). The carrying amount of the asset is reduced either directly or through use of an allowance account. The amount of the loss is recognised in the income statement. The Company first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, and individually or collectively for financial assets that are not individually significant. If it is determined that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, the asset is included in a group of financial assets with similar credit risk characteristics and that group of financial assets is collectively assessed for impairment. If, in a subsequent period, the amount of the impairment loss of an asset carried at amortised cost decreases and it is objectively related to an event occurring after the impairment was recognised, the previously recognised impairment loss is to be reversed. Any subsequent reversal of an impairment loss is recognised in the income statement to the extent that the carrying value of the asset does not exceed its amortised cost at the reversal date. Financial guarantees Financial guarantee liabilities issued by the Company are those contracts that require a payment to be made to reimburse the holder for a loss, which incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantees provided are initially recognised at fair value and subsequently measured at the higher of the amount determined in accordance with IAS 37 Provisions, contingent liabilities and contingent assets and the amount initially recognised less, when appropriate, the cumulative amortisation recognised as guarantee fee in accordance with IAS 18 Revenue. Note 8 to the financial statements provides further information on the composition of the financial instruments. Cash and cash equivalents Cash and cash equivalents in the balance sheet comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less. Treasury share reserve Own equity instruments which are reacquired (treasury shares) are recognised at cost and deducted from equity shown in the treasury share reserve. No gain or loss is recognised in the income statement on the purchase, sale, issue or cancellation of the Group’s own equity instruments. Any difference between the carrying amount and the consideration is recognised in reserves. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 167 Note 3: Summary of significant accounting policies continued Share-based payments Equity-settled transactions The cost of equity-settled transactions with employees is measured by reference to the fair value of the award at the grant date using modelling techniques consistent with the mathematics underlying the Black-Scholes option pricing model extended to allow for the performance conditions. The fair value is determined by reference to the quoted closing share price on the grant date. The cost is recognised as an expense over the vesting period, which ends on the date on which the relevant employees become fully entitled to the award. In valuing equity-settled transactions, no account is taken of any vesting conditions, except for market conditions, such as the relative Total Shareholder Return (“TSR”). Where the vesting of awards is subject to the satisfaction of certain market conditions, a vesting charge is recognised irrespective of whether or not the market condition is satisfied, provided that all other performance conditions are satisfied. Where awards terminate before the performance period is complete, any unamortised expense is recognised immediately. At each reporting date, the cumulative expense of outstanding awards is calculated, representing the extent to which the vesting period has expired and management’s best estimate of the achievement or otherwise of non-market conditions and of the number of equity instruments that will ultimately vest. The movement in cumulative expense since the previous reporting date is recognised in the income statement, with a corresponding entry in Employee Benefit Trust reserve in equity. All costs related to the share-based payments of the Group are recorded in a subsidiary undertaking of the Company. Notes 2 and 11 to the financial statements provides further information on the valuation related to the share-based payments and the costs recorded. Employee benefit trust reserve Ferrexpo plc shares held by the Company are classified in capital and reserves as “employee benefit trust reserves” and recognised at cost. Consideration received for the sale of such shares is also recognised in equity, with any difference between the proceeds from sale and the original cost taken to revenue reserves. No gain or loss is recognised on the purchase, sale issue or cancellation of equity shares. New standards and interpretations not yet adopted The Company has elected not to early adopt the following revised and amended standards, which are not yet mandatory in the EU. The list below includes only standards and interpretations that could have an impact on the Parent Company’s financial statements. IFRS 9 Financial instruments The complete standard has been issued in July 2014 including the requirements previously issued and additional amendments. The new standard replaces IAS 39 and includes a new expected loss impairment model, changes to the classification and measurement requirements of financial assets as well as to hedge accounting. The new standard becomes effective for financial years beginning on or after 1 January 2018. The Company will assess the impact on its financial statements. IFRS 11 Joint arrangements – acquisition of interests in joint operations The amendment was issued in May 2014 and provides guidance in respect of the accounting for acquisitions in interests of joint operations. The amendment becomes mandatory for financial years beginning on or after 1 January 2016. The Company does not expect an impact on its financial statements from this amendment. IAS 1 Presentation of Financial Statements – disclosure initiative The amendment was issued in December 2014 and includes a number of smaller projects aiming to improve the presentation and disclosure principles and requirements in existing standards. The amendment becomes mandatory for financial years beginning on or after 1 January 2016. The Company does not expect a significant impact on its financial statements arising from the application of this amendment. IAS 27 Separate financial statements – equity method The amendment to the standard was issued in August 2014 and becomes effective for financial years beginning on or after 1 January 2016. The amendment allows the use of the equity method to account for investments in subsidiaries, associates and joint ventures in an entity’s separate IFRS financial statements if local regulation requires using the equity method. This amendment applies only to the separate financial statements of the parent entity and is irrelevant for the consolidated financial statements of the Group. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 168 NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS CONTINUED Note 4: Dividend paid and proposed No final dividend is proposed for the financial year 2015. US$000 Dividends paid Interim dividend for 2015: 3.3 US cents per Ordinary Share Final dividend for 2014: 3.3 US cents per Ordinary Share Special dividend for 2014: 6.6 US cents per Ordinary Share Total dividends paid US$000 Dividends proposed Final dividend for 2014: 3.3 US cents per Ordinary Share Special dividend for 2014: 6.6 US cents per Ordinary Share Total dividends proposed Dividends paid Interim dividend for 2014: 3.3 US cents per Ordinary Share Final dividend for 2013: 3.3 US cents per Ordinary Share Special dividend for 2013: 6.6 US cents per Ordinary Share Total dividends paid Year ended 31.12.15 19,364 19,517 38,667 77,548 Year ended 31.12.14 19,320 38,640 57,960 19,011 19,279 38,614 76,904 Note 5: Investment in subsidiary undertakings Investment in subsidiary undertakings at 31 December 2015 relates to the Company’s investment in Ferrexpo AG, which is domiciled in Switzerland and wholly-owned by the Company. US$000 Investment in subsidiary undertakings Total investment in subsidiary undertakings At 31.12.15 At 31.12.14 147,496 147,496 147,496 147,496 See Note 37 to the consolidated financial statements for further information on subsidiaries indirectly held by the Company. Note 6: Other receivables due from subsidiary undertakings Other receivables due from subsidiary undertakings at 31 December 2015 relate to the following: US$000 Non-current other receivables due from subsidiary undertakings Other receivables Total non-current other receivables due from subsidiary undertakings Current other receivables due from subsidiary undertakings Loans Other receivables Total current other receivables due from subsidiary undertakings Total other receivables due from subsidiary undertakings At 31.12.15 At 31.12.14 4,458 4,458 4,576 4,576 837,584 898,714 13,281 4,064 850,865 902,778 855,323 907,354 The Company provided a loan to its subsidiary Ferrexpo AG without a fixed repayment date and the loan is repayable on call and thus classified as current. Other receivables due from subsidiaries are related to the financial guarantees provided by the Company and reflect the future guarantee fee receivable recorded when recognised the financial guarantees as a liability. See Note 2 for further information in respect of the initial recognition and subsequent measurement of the financial guarantees and the related receivable balances due from subsidiary undertakings. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 169 Note 7: Financial guarantees The Company’s policy is to provide financial guarantees under limited circumstances only for the benefit of wholly-owned or substantially owned subsidiaries. At 31 December 2015, the Company was a guarantor to the Group’s outstanding Eurobond totalling US$346,385 thousand issued by Ferrexpo Finance plc and to two syndicated pre-export finance facilities totalling US$472,500 thousand drawn by Ferrexpo Finance plc and Ferrexpo AG. Both are revolving facilities with amortisation over the final 24 months to the final maturity dates of 31 July 2016 and 8 August 2018, respectively, whereas the outstanding Eurobond is repayable in two equal instalments of US$173,193 thousand falling due on 7 April 2018 and 2019. The Company earns a guarantee fee from its subsidiaries for the financial guarantees provided in respect of the Group’s finance facilities mentioned above. See Note 2 for further information in respect of the initial recognition and subsequent measurement of the financial guarantees. Note 8: Financial risk management objectives and policies The Company’s principal financial instruments comprise a loan granted to a subsidiary undertaking and financial guarantees provided in respect of the Eurobond and major bank debt facilities issued and drawn by subsidiary undertakings. The main risk arising from the Company’s financial instruments is the concentration risk (counterparty and country). The Company’s exposure to interest rate risk is limited to interest income on a loan granted to a subsidiary undertaking with a variable interest rate. Interest rates on borrowings to Group undertakings are determined after due consideration of potential external funding costs of the respective Group undertakings in their available financial market. The Company is exposed to transactional currency exposure. Such exposure arises from costs being incurred in a currency other than the functional currency of US Dollar, mainly the Euro and the Swiss Franc. The Company does not hedge against currency risk due to the values involved, but continues to monitor the situation closely. All financial assets and liabilities of the Company are initially measured at fair value. The subsequent measurement is at amortised cost. Fair values Except for the financial guarantees, the Directors are of the opinion that the carrying amounts of the financial assets and financial liabilities are approximately equal to their fair values due to the short maturity whereas the fair value of the financial guarantees is expected to be equal to the carrying amount due to currently low probability of payments to be made under the guarantee contract. Capital management The Group manages capital on a group basis. For details of the capital management policies please refer to the Ferrexpo plc Annual Report and Accounts for the year ended 31 December 2015. Credit Risk The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was: US$000 Cash and cash equivalents Accrued interest due from subsidiary undertakings Accrued interest due from third parties Loans due from subsidiary undertakings Other current receivables due from subsidiary undertakings Other non-current receivables due from subsidiary undertakings Total maximum exposure to credit risk At 31.12.15 At 31.12.14 78 2,061 200 381 2,059 183 837,584 898,714 13,281 4,458 4,064 4,576 857,662 909,977 The balance of other current receivables and loans due from subsidiary undertakings could potentially expose the Company to a concentration of credit risk. There were no impairment losses in either period. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 170 NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS CONTINUED Note 8: Financial risk management objectives and policies continued Liquidity risk The following table shows the contractual maturities of non-interest bearing financial liabilities: US$000 Financial liabilities Non-interest bearing Financial guarantees Other payables Accrued liabilities Total cash flow maturities US$000 Financial liabilities Non-interest bearing Financial guarantees Other payables Accrued liabilities Total cash flow maturities Year-end 31 December 2015 Less than 1 year Between 1 to 2 years Between 2 to 5 years Total 4,140 2,946 1,512 8,598 575 734 − − − − 575 734 5,449 2,946 1,512 9,907 Year-end 31 December 2014 Less than 1 year Between 1 to 2 years Between 2 to 5 years Total 6,808 3,149 1,428 11,385 699 609 − − − − 699 609 8,116 3,149 1,428 12,693 See Note 7 for further information on the financial guarantees provided for the benefit of wholly-owned subsidiaries and the maturities of the secured Eurobond and major bank debt facilities issued and drawn by subsidiary undertakings. Currency Risk The Company’s exposure to foreign currency risk (predominately limited to the Euro and Swiss Franc) was as follows based on notional amounts: US$000 Cash and cash equivalents Financial assets Other payables Accrued liabilities and deferred income Financial liabilities Net financial assets/(liabilities) US$000 Cash and cash equivalents Financial assets Other payables Accrued liabilities and deferred income Financial liabilities Net financial assets/(liabilities) Year-end 31 December 2015 Swiss Franc Other currencies − − (81) − (81) (81) 9 9 (73) (89) (162) (153) Year-end 31 December 2014 Swiss Franc Other currencies 40 40 (63) − (63) (23) 44 44 (99) (23) (122) (78) Total 9 9 (154) (89) (243) (234) Total 84 84 (162) (23) (185) (101) FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 171 Note 8: Financial risk management objectives and policies continued Sensitivity analysis A 5% strengthening of the US Dollar against the Euro and Swiss Franc at 31 December would have increased or (decreased) equity and profit and loss by the amounts shown below. This assumes that all other variables, in particular interest rates, remain constant. US$000 Swiss Franc Other currencies Total Year ended 31.12.15 Year ended 31.12.14 (4) (7) (11) (1) (4) (5) A 5% weakening of the US Dollar against the above currencies would have an equal but opposite effect to the amounts shown above, on the basis that all the other variables remain constant. Interest rate risk The interest receivable profile for financial assets is all current as of 31 December 2015. Fair value sensitivity analysis for fixed rate instruments The Company does not account for any fixed rate financial assets and liabilities at fair value through profit and loss, and the Company does not hold any derivatives (e.g. interest rate swaps). Therefore a change in interest rates at the reporting date would not affect profit or loss. Cash flow sensitivity for fixed and variable rate instruments An increase of 100 basis points in interest rates would have increased equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. US$000 Net finance charge Year ended 31.12.15 Year ended 31.12.14 1 4 A decrease of 100 basis points would have a negative effect of US$1 thousand (2014: US$3 thousand), on the basis that all the other variables remain constant. Note 9: Share capital and reserves Share capital Share capital represents the nominal value on issue of the Company’s equity share capital, comprising £0.10 Ordinary Shares. The fully paid share capital of the Company at 31 December 2015 was 613,967,956 Ordinary Shares (2014: 613,967,956) at a par value of £0.10 paid for in cash, resulting in share capital of US$121,628 thousand (2014: US$121,628 thousand) per the statement of financial position. Treasury share reserve In September 2008, the Company completed a buyback of 25,343,814 shares for a total cost of US $77,260 thousand (2014: US$77,260 thousand). These shares are currently held as treasury shares by the Group. The Companies Act 2006 forbids the exercise of any rights (including voting rights) and the payment of dividends in respect of treasury shares. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 172 NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS CONTINUED Note 9: Share capital and reserves continued Employee benefit trust reserve This reserve represents the treasury shares used to satisfy future grants for senior management incentive schemes. Information on the Group’s share-based payments is provided in Note 11. As at 31 December 2015, the employee benefit trust reserve includes 3,162,399 shares (2014: 3,162,399 shares). US$000 At 1 January 2014 Profit for the period Total comprehensive loss for the period Equity dividends paid to shareholders Share-based payments At 31 December 2014 Profit for the period Total comprehensive loss for the period Equity dividends paid to shareholders Share-based payments At 31 December 2015 Issued capital Share premium Treasury share reserve Employee Benefit Trust reserve Retained earnings Total capital and reserves 121,628 185,112 (77,260) (6,542) 787,432 1,010,370 − − − − − − − − − − − − − − − 109,546 109,546 109,546 109,546 (77,301) (77,301) 530 − 530 121,628 185,112 (77,260) (6,012) 819,677 1,043,145 − − − − − − − − − − − − − − − 26,615 26,615 26,615 26,615 (77,285) (77,285) 515 − 515 121,628 185,112 (77,260) (5,497) 769,007 992,990 Note 10: Related party disclosures All transactions and balances are with subsidiaries, which are wholly-owned. The related party transactions entered into by the Company during the relevant financial periods are summarised below: US$000 Transactions with related parties Dividend income Interest income Guarantee fee income Management fees Total transactions with related parties Balances with related parties Other receivables – current Accrued interest Other receivables – non-current Loans Other payables Total balances with related parties, net At 31.12.15 At 31.12.14 − 23,532 12,644 91,728 24,244 2,562 (3,172) (3,280) 33,004 115,254 13,281 2,061 4,458 4,064 2,059 4,576 837,584 898,714 (422) (427) 856,962 908,986 Outstanding balances, except for interest-bearing loans, at the year-end are unsecured, interest free and are settled in cash. The Company acts as a guarantor for debt facilities drawn by other members of the Group and a guarantee fee is charged to the borrowers for these debt facilities. For the years ended 31 December 2015 and 2014, the Company has not made any provisions for doubtful debts relating to amounts owed by related parties. Other disclosures on Directors’ remuneration required by the Companies Act 2006 and those specified for audit by the Directors’ Remuneration Report Regulations 2002 are included in the Directors Remuneration Report. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 173 Note 11: Share-based payments The following share awards were granted under the LTIP in the previous financial years. The LTIP vesting period is three years. No. (‘000) Year ended 31.12.15 Year ended 31.12.14 Year ended 31.12.13 2015 LTIP 2014 LTIP 2013 LTIP 617 − − − 480 − − − 450 Total 617 480 450 The LTIP is subject to a performance condition based on the TSR compared to a comparator group, measured over the vesting period, as described in the Director’s Remuneration Report. The following expenses have been recognised in 2015 and 2014 in respect of the LTIP: US$000 Year ended 31.12.15 Year ended 31.12.14 2015 LTIP 2014 LTIP 2013 LTIP 2012 LTIP 125 − 203 203 187 163 − 164 Total 515 530 All costs related to the share-based payments of the Group are recorded in a subsidiary undertaking of the Company. LTIP Beginning of the year Awards granted during the year Lapsed during the year Vested during the year Outstanding at 31 December Year ended 31.12.15 WAFV (US$) Year ended 31.12.14 WAFV (US$) At 31.12.15 No. (‘000) At 31.12.14 No. (‘000) 1.62 0.61 − 2.32 1.03 2.60 1.27 2.01 4.28 1.62 1,250 1,320 617 − (370) 480 (150) (400) 1,497 1,250 The employee benefit trust reserve represents the treasury shares held by the Company to satisfy future grants for senior management incentives schemes. As at 31 December 2015, the employee benefit trust reserve includes 3,162,399 shares (2014: 3,162,399 shares). FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 174 NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS CONTINUED Note 12 Transition to IFRS The Company changed the balance sheet presentation in the course of the transition to IFRS. Under UK GAAP, the balance sheet was presented in a Companies Act format whereas under IFRS, the Company is presenting its balance sheet in an IFRS format instead. The effects from the transition to IFRS are shown in the tables below in the Companies Act format as these periods were published in the past. The tables below shows the effects from the transition to IFRS as at 1 January 2014 and 31 December 2014, which are related to the recognition of financial guarantees provided to subsidiary undertakings and did not have an effect on the Company’s equity and total other comprehensive income. See Note 6 and Note 7 for further details. In accordance with the exemptions allowed under IFRS 1 First-time adoption of International Financial Reporting Standards, the investment in subsidiary undertakings is valued at deemed costs reflecting the previous GAAP carrying amount. The Company did not make use of any other exemptions allowed under IFRS 1. US$000 Fixed assets Non-current investment Subsidiary undertakings Total fixed assets Current assets Debtors – amounts falling due within one year Amounts due from subsidiaries Prepayments and other current assets Cash and cash equivalents Debtors – amounts falling due after one year Amounts due from subsidiaries Total current assets Creditors – amounts falling due within one year Trade and other creditors Accruals and deferred income Income taxes payable Other taxes payable Financial guarantees to subsidiary undertakings Total creditors – amounts falling due within one year Net current assets Total assets less current liabilities Creditors – amounts falling due after one year Financial guarantees to subsidiary undertakings Net assets Capital and reserves Share capital Share premium Treasury share reserve Employee benefit trust reserve Retained earnings Total capital and reserve Notes UK GAAP at 01.01.14 Effects from transition to IFRS IFRS at 01.01.14 147,496 147,496 − − 147,496 147,496 6 863,114 7,162 870,276 2,207 240 − − 2,207 240 6 7 7 − 11,384 11,384 865,561 18,546 884,107 369 812 1,456 50 − 2,687 − − − 7,162 7,162 369 812 1,456 50 7,162 9,849 862,874 11,384 874,258 1,010,370 11,384 1,021,754 − 11,384 11,384 1,010,370 − 1,010,370 121,628 185,112 (77,260) (6,542) 787,432 − − − − − 121,628 185,112 (77,260) (6,542) 787,432 1,010,370 − 1,010,370 FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 175 Notes UK GAAP at 31.12.14 Effects from transition to FRS 101 IFRS at 31.12.14 147,496 147,496 − − 147,496 147,496 6 895,970 6,808 902,778 2,244 1 381 − − − 2,244 1 381 6 7 7 − 4,576 4,576 898,596 11,384 909,980 699 609 1,639 − 2,947 − − − 6,808 6,808 699 609 1,639 6,808 9,755 895,649 4,576 900,225 1,043,145 4,576 1,047,721 − 4,576 4,576 1,043,145 − 1,043,145 121,628 185,112 (77,260) (6,012) 819,677 − − − − − 121,628 185,112 (77,260) (6,012) 819,677 1,043,145 − 1,043,145 Note 12 Transition to IFRS continued US$000 Fixed assets Non-current investment Subsidiary undertakings Total fixed assets Current assets Debtors – amounts falling due within one year Amounts due from subsidiaries Prepayments and other current assets Other taxes recoverable and prepaid Cash and cash equivalents Debtors – amounts falling due after one year Amounts due from subsidiaries Total current assets Creditors – amounts falling due within one year Trade and other creditors Accruals and deferred income Income taxes payable Financial guarantees Total creditors – amounts falling due within one year Net current assets Total assets less current liabilities Creditors – amounts falling due after one year Financial guarantees Net assets Capital and reserves Share capital Share premium Treasury share reserve Employee benefit trust reserve Retained earnings Total capital and reserve Note 13: Commitments and contingencies The Company provided financial guarantees for the benefit of wholly-owned subsidiaries, which are recorded as a financial liability under the accounting standard applied. Further information is provided in Note 7. Note 14: Events after the reporting period No material adjusting or non-adjusting events have occurred subsequent to the year-end. FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 176 GLOSSARY Act AGM The Companies Act 2006 The Annual General Meeting of the Company Articles Articles of Association of the Company Audit Committee The Audit Committee of the Company’s Board Bank F&C Bank Finance & Credit Belanovo or Belanovskoye An iron ore deposit located immediately to the north of Yeristovo Benchmark price International seaborne traded iron ore pricing mechanism understood to be offered to the market by major iron ore producers under long-term contracts Beneficiation process A number of processes whereby the mineral is extracted from the crude ore BIP Board bt C1 costs Capesize Business Improvement Programme, a programme of projects to increase production output and efficiency at FPM The Board of Directors of the Company Billion tonnes Represents the cash costs of production of iron pellets from own ore, divided by production volume from own ore, and excludes non-cash costs such as depreciation, pension costs and inventory movements, costs of purchased ore, concentrate and production cost of gravel Capesize vessels are typically above 150,000 tonnes deadweight. Ships in this class include oil tankers, supertankers and bulk carriers transporting coal, ore, and other commodity raw materials. Standard capesize vessels are able to transit through Suez Canal Capital employed The aggregate of equity attributable to shareholders, non-controlling interests and borrowings CFR CIF CIS Code CODM Delivery including cost and freight Delivery including cost, insurance and freight The Commonwealth of Independent States The UK Corporate Governance Code The Executive Committee is considered to be the Group’s Chief Operating Decision Maker Company Ferrexpo plc, a public company incorporated in England and Wales with limited liability CPI CRU CSR Consumer Price Index The CRU Group provides market analysis and consulting advice in the global mining industry (see www.crugroup.com) Corporate Social Responsibility CSR Committee The Corporate Safety and Social Responsibility Committee of the Board of the Company DAP DFS Delivery at place Detailed feasibility study FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 177 Directors EBITDA EBT EPS The Directors of the Company The Group calculates EBITDA as profit from continuing operations before tax and finance plus depreciation and amortisation and non-recurring exceptional items included in other income and other expenses, share-based payment expenses and the net of gains and losses from disposal of investments and property, plant and equipment Employee Benefit Trust Earnings per share Executive Committee The Executive Committee of management appointed by the Company’s Board Executive Directors The Executive Directors of the Company FBM Fe Ferrexpo Belanovo Mining, also known as BGOK, a company incorporated under the laws of Ukraine Iron Ferrexpo Ferrexpo plc and its subsidiaries Ferrexpo AG Group Ferrexpo AG and its subsidiaries, including FPM Fevamotinico Fevamotinico S.a.r.l., a company incorporated with limited liability in Luxembourg First-DDSG First-DDSG Logistics Holding GmbH (formerly Helogistics Holding GmbH) and its subsidiaries, an inland waterway transport group operating on the Danube/Rhine corridor FOB FPM FRMC FTSE 250 FYM Group Delivered free on board, which means that the seller’s obligation to deliver has been fulfilled when the goods have passed over the ship’s rail at the named port of shipment, and all future obligations in terms of costs and risks of loss or damage transfer to the buyer from that point onwards Ferrexpo Poltava Mining, also known as Ferrexpo Poltava GOK Corporation or PGOK, a company incorporated under the laws of Ukraine Financial Risk Management Committee, a sub-committee of the Executive Committee Financial Times Stock Exchange top 250 companies Ferrexpo Yeristovo Mining, also known as YGOK, a company incorporated under the laws of Ukraine The Company and its subsidiaries Growth markets These are predominantly in Asia and have the potential to deliver new and significant sales volumes to the Group HSE IAS IASB IFRS IPO Health, safety and environment International Accounting Standards International Accounting Standards Board International Financial Reporting Standards, as adopted by the EU Initial public offering Iron ore concentrate Product of the beneficiation process with enriched iron content Iron ore pellets Balled and fired agglomerate of iron ore concentrate, whose physical properties are well suited for transportation to and reduction within a blast furnace FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 178 GLOSSARY CONTINUED Iron ore sinter fines Fine iron ore screened to -6.3mm JORC K22 KPI kt LIBOR LLC LTIFR LTIP m3 Australasian Joint Ore Reserves Committee – the internationally accepted code for ore classification GPL ore has been classified as either K22 or K23 quality, of which K22 ore is of higher quality (richer) Key Performance Indicator Thousand tonnes The London Inter Bank Offered Rate Limited Liability Company Lost-Time Injury Frequency Rate Long-Term Incentive Plan Cubic metre Majority shareholder Fevamotinico S.a.r.l., The Minco Trust and Kostyantin Zhevago (together) mm mt mtpa Millimetre Million tonnes Million tonnes per annum Natural markets These include Turkey, the Middle East and Western Europe and are those markets where Ferrexpo has a competitive advantage over more distant producers, but where market share remains relatively low NBU National Bank of Ukraine Nominations Committee The Nominations Committee of the Company’s Board Non-executive Directors Non-executive Directors of the Company NOPAT Net operating profit after tax OHSAS 18001 International safety standard “Occupational Health & Safety Management System Specification” Ordinary Shares Ordinary Shares of 10 pence each in the Company Ore Panamax A mineral or mineral aggregate containing precious or useful minerals in such quantities, grade and chemical combination as to make extraction economic Modern panamax ships typically carry a weight of between 65,000 to 90,000 tonnes of cargo and can transit both Panama and Suez canals PPI Ukrainian producer price index Probable reserves Those measured and/or indicated mineral resources which are not yet “proved”, but of which detailed technical and economic studies have demonstrated that extraction can be justified at the time of determination and under specific economic conditions Proved reserves Measured mineral resources of which detailed technical and economic studies have demonstrated that extraction can be justified at the time of determination and under specific economic conditions Rail car Railway wagon used for the transport of iron ore concentrate or pellets Relationship agreement The relationship agreement entered into among Fevamotinico S.a.r.l., Kostyantin Zhevago, The Minco Trust and the Company FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 179 Remuneration Committee The Remuneration Committee of the Company’s Board Reserves Sinter Spot price Sterling/£ STIP Tailings Tolling Ton Those parts of mineral resources for which sufficient information is available to enable detailed or conceptual mine planning and for which such planning has been undertaken. Reserves are classified as either proved or probable A porous aggregate charged directly to the blast furnace which is normally produced by firing fine iron ore and/or iron ore concentrate, other binding materials, and coke breeze as the heat source The current price of a product for immediate delivery Pound Sterling, the currency of the United Kingdom Short-Term Incentive Plan The waste material produced from ore after economically recoverable metals or minerals have been extracted. Changes in metal prices and improvements in technology can sometimes make the tailings economic to process at a later date The process by which a customer supplies concentrate to a smelter and the smelter invoices the customer the smelting charge, and possibly a refining charge, and then returns the metal to the customer A US short ton, equal to 0.9072 metric tonnes Tonne or t Metric tonne Traditional markets These lie within Central and Eastern Europe and include steel plants that were designed to use Ferrexpo pellets. Ferrexpo has been supplying some of these customers for more than 20 years. Ferrexpo has well- established logistics routes and infrastructure to these markets by both river barge and rail. These markets include Austria, Czech Republic, Hungary and Slovakia Treasury shares A company’s own issued shares that it has purchased but not cancelled TSF TSR UAH Tailings storage facility Total shareholder return. The total return earned on a share over a period of time, measured as the dividend per share plus capital gain, divided by initial share price Ukrainian Hryvnia, the currency of Ukraine Ukr SEPRO The quality certification system in Ukraine, regulated by law to ensure conformity with safety and environmental standards US$/t US Dollars per tonne Value-in-use The implied value of a material to an end user relative to other options, e.g. evaluating, in financial terms, the productivity in the steel-making process of a particular quality of iron ore pellets versus the productivity of alternative qualities of iron ore pellets VAT WAFV WMS Value Added Tax Weighted average fair value Wet magnetic separation Yeristovo or Yeristovskoye The deposit being developed by FYM FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 180 SHAREHOLDER INFORMATION Registered Office 23 King Street London SW1Y 6QY www.ferrexpo.com Advisers Share Registrars Equiniti Aspect House Spencer Road Lancing West Sussex BN99 6DA Financial J.P. Morgan Cazenove Ltd 25 Bank Street London E14 5JP Corporate Brokers J.P. Morgan Cazenove Ltd 25 Bank Street London E14 5JP Deutsche Bank AG Winchester House 1 Great Winchester Street London EC2N 2DB Legal Herbert Smith Freehills Exchange House Primrose Street London EC2A 2EG Auditors Ernst & Young LLP 1 More London Place London SE1 2AF FERREXPO PLC ANNUAL REPORT AND ACCOUNTS 2015FINANCIAL STATEMENTS 23 KING STREET LONDON SW1Y 6QY +44 207 389 8300 WWW.FERREXPO.COM F E R R E X P O P L C A N N U A L R E P O R T & A C C O U N T S 2 0 1 5