ACHIEVING
TRANSFORMATIONAL
GROWTH
Annual Report & Accounts 2015
OUR KEY PERFORMANCE INDICATORS
Our Strategy overview, Operating review and Sustainability report provide
more detail of our performance in relation to our key strategic priorities
Production
Moz Ag Equivalent
Revenue
$m
15
14
13
12
11
27.0
22.2
20.5
20.3
22.6
15
14
13
12
11
469
493
622
818
988
Adjusted EBITDA
$m
139
136
195
15
14
13
12
11
385
563
Calculated using average gold/silver ratio
for 2015 of 74x to convert gold to silver
equivalent. Historic ratio of 60x used for
2011 - 2014.
Earnings per share
$ pre-exceptional
(0.14)
15
(0.13)
14
(0.15)
13
12
0.19
0.19
12
11
0.49
The number of ordinary shares
outstanding has increased due to the
bonus element in the rights issue
resulting in the calculation of earnings
per share for 2014 having been adjusted
retrospectively.
Resource base
Moz Ag Equivalent
15
14
13
12
11
535
1,260
1,250
1,300
1,100
CONTENTS
Strategic report
IFC Our key performance indicators
01 Achieving transformational growth
02 Where we operate
03 Key strengths
Our Strategy
04
05
Our market overview
06 Chairman’s statement
07 Chief Executive’s review
08 Operating review
11 Financial review
16 Sustainability report
20
Risk management & viability
All-in sustaining costs
$/oz Ag Equivalent
Total Silver cash costs
$/oz Ag co-product
15
14
13
12
N/A
LTIFR
15
14
13
12
11
12.9
17.4
18.6
21.7
15
14
13
12
11
10.0
12.1
12.9
14.2
13.0
Accident Severity Index
1.85
2.08
3.07
3.33
3.63
15 112
149
598
14
13
12
11
1,058
910
Calculated as total number of accidents
per million labour hours.
Calculated as total number of days lost per
million labour hours.
Governance
24
Board of Directors and
Senior Management
26 Directors’ report
Corporate governance report
28
38 Supplementary information
41
54 Statement of Directors’
Directors’ remuneration report
responsibilities
55
Independent auditor’s report
Financial statements
61
61
62
63
Consolidated income statement
Consolidated statement
of comprehensive income
Consolidated statement
of financial position
Consolidated statement
of cash flows
64
65
Consolidated statement
of changes in equity
Notes to the consolidated
financial statements
108 Parent company statement
of financial position
109 Parent company statement
of cash flows
110 Parent company statement
of changes in equity
111 Notes to the parent company
financial statements
Further information
121 Profit by operation
122 Reserves and resources
125 Shareholder information
www.hochschildmining.com
125
Strategic report
ACHIEVING
TRANSFORMATIONAL
GROWTH
We are a leading underground precious
metals company, focusing on the
exploration, mining, processing and
sale of silver and gold in the Americas.
Our Company has over half a century’s experience in
the mining of precious metal vein deposits. We are
headquartered in Lima, Peru and currently have four
underground mines in operation, with three located
in southern Peru and one in southern Argentina.
We have recently completed construction of our new
Inmaculada operation in Peru, a large gold and silver
deposit, which is expected to produce approximately
13 million silver equivalent ounces per year and is
transforming the cost position and profitability of the
Company. We also have extensive exploration optionality
across premium geological locations throughout
the Americas.
Targeting 4 consecutive years of increasing production & lowering costs
Moz (Ag Eq)
Att production
$/Ag Eq oz
(Main operation)
18.6
20.5
17.4
22.2
35
30
25
20
15
10
5
0
2013
2014
Silver production
Silver production
Gold production
Gold production
AISC
AISC
20
18
16
14
12
56%
Production
increase
33%
Costs decrease
32.0
12.0-12.5
2016e
27.0
12.9
2015
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DISCOVER MORE ONLINE ABOUT HOW WE ARE
ACHIEVING TRANSFORMATIONAL GROWTH
• Learn more about our history, our people and our strategy
• Explore our operations
• Read more on our approach to sustainability
www.hochschildmining.com
www.hochschildmining.com
1
Strategic reportIFC-p23
WHERE WE OPERATE
We have over half a century’s operating and
exploration experience in the Americas.
MINING OPERATIONS1
1
Arcata
Silver equivalent production
6.8 moz
Peru
All-in sustaining costs
$14.3/oz Ag Eq
2
3
4
Inmaculada
Silver equivalent production
8.3 moz
Peru
All-in sustaining costs
$7.3/oz Ag Eq
Pallancata
Peru
San José2
Argentina
Silver equivalent production
4.9 moz
All-in sustaining costs
$15.7/oz Ag Eq
Silver equivalent production
13.9 moz
All-in sustaining costs
$14.1/oz Ag Eq
GROWTH PROJECTS1
5
6
7
Crespo
Peru
Volcan
Chile
Azuca
Peru
OTHER ASSETS
Selene
Corina
Ares
Estimated silver equivalent
production p.a.
2.7 moz
Estimated silver equivalent
production p.a.
n/a
Estimated silver equivalent
production p.a.
3.5 moz
Peru
Peru
Peru
1 Silver equivalent production equals total gold production multiplied by 74 (average
gold/silver ratio for 2015) and added to the total silver production.
2 The Company has a 51% interest in San Jose.
3
2
7
5
1
Peru
6
Chile
4
Argentina
Key
Current operations
Advanced and growth projects
For more information visit www.hochschildmining.com
2
Hochschild Mining plc Annual Report 2015
Strategic report KEY STRENGTHS
We believe the following strengths will
allow the Group to successfully fulfil our
strategy for delivering value creative growth.
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Experie
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Operational
&
geological
expertise
Creating
value
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Focus on
exploration
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Consistent fi nanc i a l
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Our investment proposition
We believe that the following qualities of Hochschild Mining set us apart:
OPERATIONAL & GEOLOGICAL EXPERTISE
We are a leading precious metals producer, mining primarily
underground epithermal deposits. We have more than 50 years of
experience successfully operating precious metal mines allowing us
to develop in-depth knowledge of the business environment and
legislative framework in the markets where we operate. Historically,
the Group has been able to consistently meet its annual production
targets, increase its resource base and achieve positive results from
brownfield exploration at existing mines throughout periods of
significant volatility in precious metal prices as well as significantly
changing political and economic environments.
WORLD CLASS ASSET INMACULADA IN FULL PRODUCTION
Inmaculada is a world class gold and silver mine located in the
Group’s Southern Peru Cluster, an area in the Southern Andes where
several of our other mining assets are also located. The presence of
high grades of gold and silver in a single vein, Angela, characterised
by its impressive width and favourable rock quality, allows the mine
to achieve a highly competitive cost position. A state-of-the-art
processing facility was completed in 2015 to treat mineral from the
deposit. Inmaculada’s production will represent almost half of our
2016 attributable production. Inmaculada has more than six years
of reserve life and more than 11 years of resource life-of-mine with
geological conditions supporting further resource growth. Significant
exploration potential in the area is expected, with other gold and
silver veins already intercepted through drilling as well as other vein
systems identified in the Company’s concession area.
FOCUS ON EXPLORATION
The Group has continuously placed a strong emphasis on exploration
as a key component of its business model to secure long-term
sustainability of the core producing assets as well as finding new
projects to expand its portfolio. The Group has a comprehensive
brownfield exploration programme aimed at continuously extending
the lives of its mines and the quality of its resources. For example, the
Company recently announced the discovery of the Pablo vein at the
Pallancata mine, which has led to an expansion of the mine’s mineral
resources and improved the mine’s operational outlook.
CONSISTENT FINANCIAL STRATEGY
The Group’s financing initiatives are part of a funding strategy that
underpins its business strategy. The Group has flexible financial
relationships, allowing it to invest in near-term low cost growth,
manage the current operations in volatile commodity markets and
provide access to further liquidity should the need arise. In addition,
EXPERIENCED MANAGEMENT TEAM
to better manage the Group’s operations in a volatile commodity, the
Group has recently utilised a focused hedging strategy to maintain
cash flow stability whilst allocating project capital expenditure and
paying down debt.
The Group’s management team has extensive experience in the
mining industry and a proven track record of sustainable mining,
developing successful projects and adding economic mineral
reserves. This experience has enabled the Group to manage its
operations efficiently and to maintain profitability through volatile
commodity price cycles for more than 50 years. The Group’s
management team has also managed joint venture operations and
successfully integrated several acquisitions and business expansions.
COMMITMENT TO SUSTAINABILITY
We seek to achieve successful operations adhering to our historical
commitment to safety as well as social and environmental
sustainability, with operational safety being one of our core values.
In addition, the Group considers its surrounding communities as its
long-term business partners and commits skilled professionals as
well as financial resources to support programmes in three different
categories: health, safety and sustainable development. As a result
of these programmes, the Group has been able to operate
collaboratively with its neighbours in the Southern Peru Cluster
for more than 50 years.
For more information visit www.hochschildmining.com
www.hochschildmining.com
3
Strategic reportIFC-p23
OUR STRATEGY
Our Strategy
The Group’s strategy is to create value for shareholders by
optimising current operations, focusing on exploration and
pursuing opportunistic early-stage acquisitions. This strategy is
underpinned by the Group’s commitment to all of its employees’
safety, to manage and minimise the environmental impact of its
operations and to encourage sustainability by respecting the
communities surrounding the Group’s operations.
OPERATIONAL EXCELLENCE
Improve productivity
Optimise life-of-mine
We focus on improving operational productivity,
reducing costs, optimising the life-of-mine and
ensuring long-term sustainability at all our assets.
Since our IPO we have achieved all of our annual
production targets and have expanded the resource
base, both by replacing the mined resources and by
consistently increasing the Group’s resource
life-of-mine. This has allowed us to improve its mine
planning process, a key step to achieving efficient
and flexible operations. Since 2013, the main areas
of attention have been designing and executing a
cash flow optimisation programme, reprogramming
mine production plans to ensure positive cash flow
generation at each of the assets, focusing on
brownfield exploration to improve the quality of the
resource base and completing construction of the
flagship Inmaculada mine.
GROWTH THROUGH EXPLORATION
Land package
People
We believe that significant value can be created by
discovering economic mineral resources. We have
an experienced geological team and have developed
processes utilising technical models to generate
geological theories, which, together with extensive
on-site prospecting, have allowed us to build a land
package of promising geological sites across the
Americas. Furthermore, we have developed
disciplined and stringent internal processes to
evaluate and prioritise our pipeline of projects
in order to adequately allocate financial resources,
based on conservative financial policies, to drill and
develop exploration projects. We believe this
disciplined strategy will allow us to access attractive
mineral resources for the long-term sustainability
of our mining business.
EARLY-STAGE ACQUISITIONS
Early stage
Geological potential
Highly accretive
Control
Our business development team is dedicated
to pursuing early-stage opportunities that
demonstrate strong geological potential, value
accretion and a clear path to control. We have
a proven track record of identifying such
opportunities, such as the 2013 acquisition of
International Minerals Corporation and the 2012
acquisition of Andina Minerals Inc., which added
the Volcan Growth Project to the pipeline. We
believe that acquisitions will continue to be
beneficial as long as there is opportunity for
discovering further resources to those already
known, through applying our operational expertise
and through the progression of mineral deposits
into operating mines.
For more information please see our Sustainability report on page 16
16
4
Hochschild Mining plc Annual Report 2015
Strategic report OUR MARKET OVERVIEW
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Gold summary
Gold prices continued to drift lower
in 2015, albeit at a slower pace than in
2014, and performed better than most
other commodities.
On an annual average basis, the price of gold slipped to $1,158,
down 8.5% from 2014. Strength in the U.S. dollar, an overall
negative sentiment toward commodity markets, reduced investor
perceptions of the short-term risks, and the overhanging threat of a
U.S. interest rate hike kept up the downward pressure on prices. On
16 December, the Fed finally announced an interest rate increase
with gold prices holding up fairly well on the announcement and
in subsequent weeks, in large part because an interest rate hike
already had been factored into the price.
Investors were net buyers of gold over the course of 2015, but
their purchases declined from 2014 levels. In 2015, investors added
16.9 million ounces of gold to their holdings on a net basis, down
13.3% from 2014. Recently, shorter term investors have been
favouring equities, property and other investments over gold and
other commodities. However, throughout the downturn, a number
of investors have continued to add gold to their long-term holdings,
taking advantage of the lower prices and buying and holding gold
as a long-term form of savings, portfolio diversifier, currency
diversification and hedge against perceived global economic crises.
Central banks also remained net buyers of around 10 million
ounces of gold during 2015. At the end of October, reported net
purchases by central banks had reached 22 million ounces
although this number was skewed by the People’s Bank of China’s
(PBOCs) announcement in June that it had added 19 million ounces
of gold to its holdings since 2009. It is estimated that the PBOC
purchased around 6.2 million ounces of gold over the course of
2015. The other major buyer was the central bank of Russia, which
is estimated to have purchased just over 6 million ounces last year
whilst purchases by other central banks are estimated at around
2.5 million ounces. Among the sellers of gold, the biggest was the
Bank of International Settlements (BIS), which is estimated to have
reduced its official gold holdings by a little less than 5 million
ounces during 2015.
Total gold supply, which is made up of mine production and scrap
supply, fell during 2015 to 124 million ounces, down 2.4% from
2014, driven entirely by a decline in scrap supply. Mine supply
meanwhile, is estimated to have continued rising during 2015,
reaching a record 92 million ounces with new capacity coupled
with a strong dollar helping to boost mine supply.
Gold fabrication demand rose to 97 million ounces in 2015,
the highest level of gold use in jewellery, electronics and other
fabricated products since 2007, when total fabrication demand
was 98 million ounces. The weakness in gold prices has been an
important factor driving gold fabrication demand higher.
Silver summary
Silver prices continued to decline during
2015, ending the year at $13.80, down 12.5%
from the end of 2014 and closely tracing
gold’s price pattern during 2015.
While there has been some investor negativity on silver, many
have continued to be net buyers of historically large volumes of the
metal for several years, including 2015. In particular, there has been
a large increase in investors buying silver coins over the past two
years, contrasting with the period between 1990 and 2005, when
investors were net sellers of silver. Overall silver investment
demand however, slipped to 108 million ounces, down around
25% from 144 million ounces in 2014.
Shorter term trend-following investors stayed away from silver
and other commodity markets in 2015. But longer term investors
did purchase silver, especially following price declines, which
should continue to provide downside support for prices. Investors
purchased record volumes of silver coins in 2014 and 2015 amid
the decline in prices with U.S. Mint coin sales reaching a record
47 million ounces. Global coin fabrication reached 139 million
ounces in 2015 but investors did sell 19 million ounces of silver
from exchange traded funds and an additional 12 million ounces
in bar form during the year.
Total silver supply declined during 2015 to 983 million ounces, the
result of reductions in both mine production and secondary supply.
Global silver mine supply is estimated to have slipped lower during
2015 due to scheduled closures and planned production cut-backs
such as the closure of MMG’s Century mine in Australia and
cut-backs at Glencore’s Mount Isa and McArthur River mines in
late 2015. Silver price weakness also played an important role in
reducing the amount of silver that was recovered from scrap.
Fabrication demand has been rising since 2013 and is estimated
to have reached 875 million ounces in 2015, driven largely by the
weakness in silver prices, but also due to the numerous growing
uses of silver. This was the highest level of demand since 2005,
when demand was at a record 945 million ounces. The price
sensitive jewellery sector has been an important driver of total
fabrication demand with not only silver price weakness boosting
demand from this use but also the growing trend of lighter carat
gold jewellery has been helping to boost demand for silver in the
gold jewellery market.
Demand for silver from the electronics sector has also been an
important driver of silver fabrication demand over the past few
years. Silver demand from the solar industry rose strongly in 2015
to 62 million ounces, up 24% from 2014 with many countries
beginning to aggressively pursue programmes to increase their
solar power output.
For more information visit www.hochschildmining.com
Source: CPM Group LLC
www.hochschildmining.com
5
Strategic reportIFC-p23
CHAIRMAN’S STATEMENT
Hochschild Mining has ended 2015 in a significantly enhanced
operational and financial position compared to twelve months ago.
trading climate. The status of the plan was
kept under review during 2015 and, in
recognition of the benefits of a refreshed
Board, resulted in the appointment of Michael
Rawlinson as a Non-Executive Director with
effect from 1 January 2016. I am very pleased
that we have been able to secure someone
with Michael’s experience and knowledge
of the mining sector which will undoubtedly
prove invaluable during our Board
deliberations. In line with our succession plan,
Sir Malcolm Field will be retiring from the
Board at the conclusion of the forthcoming
AGM. Sir Malcolm has served on the Board
since the Company’s IPO in 2006 with tireless
dedication and on behalf of my fellow
Directors, I wish to express my profound
gratitude for his support and wise counsel.
OUTLOOK
We enter 2016 with renewed optimism.
Inmaculada is a flagship producing asset
operating at highly competitive costs and is
expected to provide the financial stability
necessary for targeting future growth plans.
The operating environment in Argentina is
rapidly improving and we believe that our
high grade resource at San Jose will soon
generate stronger cashflows. And finally, the
optionality that the Arcata and Pallancata
assets offer us in terms of geological potential
as well as leverage to prices is a key feature
that we expect to develop in this coming year.
EDUARDO HOCHSCHILD
Chairman
8 March 2016
Hochschild Mining has ended 2015 in a
significantly enhanced operational and
financial position compared to twelve months
ago. The Company’s key investment in the low
cost Inmaculada project is now complete and I
am delighted by the first six months of strong
operational performance. Together with the
encouraging geological results achieved at our
existing mines and further cost reductions,
the expected improved profitability is now a
reality. In addition, the Company has taken
decisive steps to reduce the debt position via
the equity capital raise in the autumn and has
taken a conservative approach to protect
cashflows through a series of precious metal
hedges. With these measures, the leverage
ratios have materially improved and are
reflecting the enhanced financial health
of the business.
We were able to achieve first dore production
at Inmaculada in early June 2015, marking
the final stage for a project that has taken
approximately six years from discovery to
commissioning, a notable accomplishment
in these turbulent times for the industry. The
subsequent ramp-up process was smoothly
executed with key operational metrics
running according to or above design capacity.
During the last quarter, our long-held
confidence in the world class characteristics
of this deposit was supported by production,
costs and ultimately cashflows that surpassed
our expectations. The Board believes that the
entire process has been to the great credit of
our management and operational and project
teams who have efficiently dealt with the
geological, operational and financial
challenges of a new mining operation while
ensuring the safety of our workforce and with
due respect to the surrounding environment.
Precious metals once again experienced
a volatile period with both silver and gold
reaching new five year lows whilst other
commodities such as oil, copper and iron ore
also experienced sharp declines. Despite this
difficult environment, our existing operations
generated positive cashflows under revised
operational plans and I was particularly
encouraged by the success of our brownfield
exploration programme which not only
yielded the discovery of the Pablo vein thus
reinvigorating Pallancata but also allowed
Arcata to continue to prove its resilience.
Later on in the year, there were positive
macroeconomic and political developments
in Argentina which have led us to believe
that we are entering a new era of stronger
cashflow generation at our high grade San
Jose mine. In short, lower prices have once
again been compensated by lower costs, rising
production and new higher grade resources
at key operations.
The careful management of our financial
position was of paramount importance
during the year so the success of several
Company initiatives has been crucial. Firstly,
the Company ensured the full financing of the
Inmaculada project via a combination of short
and long term debt. Secondly, a target of
positive cashflow generation was set at all of
our operations (before the effect of hedging)
resulting in a high level of cost discipline at
each operating asset. Finally, with the new
mine having commenced production
smoothly, we were able to raise $100 million
via a rights issue with the proceeds used to
pre-pay and renegotiate debt. We now have
a comfortable debt amortisation profile and
a solid cash position. However, despite these
positive results, the Board remains alert to
price volatility and is maintaining its focus on
continuing to repay debt and consequently is
not recommending reinstating a dividend
payment. We remain committed to delivering
shareholder returns and the Board intends to
review the position again once the Company
can sustainably achieve strong margins and
the debt position is further reduced.
OPERATING RESPONSIBLY
I am delighted to report that 2015 was
unprecedented in that it represented the
second consecutive year in which we achieved
our long-term aim of zero fatalities. In
addition, the Group succeeded in reducing the
year-on-year frequency of accidents as well as
their severity by approximately 40% and 25%
respectively. This is to the great credit of the
many teams who, despite the limitation of
resources, have worked relentlessly to ensure
that we provide a safe workplace for all and
to convey the non-negotiable message that
safety comes first. As to our efforts to
minimise our impact on the environment,
I am pleased to report that we maintained
our ISO 14001 certification, adopted a new
and more robust Corporate Environmental
Policy and KPI dashboard to strengthen the
Group’s environmental culture and made
significant strides in water management.
In relation to our interaction with local
communities, we have continued to run
the many programmes designed around
our core themes of education, health and
socio-economic development. Further details
on the individual projects we have supported
during the year can be found in our
Sustainability Report and online.
BOARD
I wish to thank my fellow Board members
for their valuable insight during the year.
As reported last year, we suspended our
Non-Executive succession plan to provide
continuity at Board level given the difficult
6
Hochschild Mining plc Annual Report 2015
Strategic report CHIEF EXECUTIVE’S REVIEW
In a year when careful management of the balance sheet was crucial,
in particular with respect to the completion of our Inmaculada project,
we believe we have taken substantial steps in our aim of de-risking
the Company.
At the start of last year, I noted that the
Company’s key objectives for 2015 were the
commissioning of our new flagship mine,
success from our brownfield exploration
programme and achieving a stronger overall
financial position by the year end. We are
pleased to report that we have largely
succeeded in our priorities and that we
enter 2016 with confidence that, whilst
the outlook for natural resources remains
volatile, the prospects for the Company
have substantially improved.
INMACULADA
Construction at the Inmaculada site
continued into its final stages in the first half
of the year with the result that commercial
production was declared in August following
a near faultless ramp-up period. All key
metrics including tonnage, grades and
recoveries proved to be in line with or above
expectations and although there was a
disagreement with our plant contractor
over construction delays and a number of
submitted change orders, the dispute was
resolved amicably and in the final few
months of the year, the mine delivered on its
world class promise. Production for the year
beat the higher end of our forecast range and
Inmaculada’s all-in sustaining cost per silver
equivalent ounce for 2015 was at a very
competitive $7.3 per ounce. We can now look
forward to a full year of production at costs
of between $9 to $10 per silver equivalent
ounce which we believe will place the
operation in the first quartile of the global
cost curve and will ensure strong cashflow
for the Company for the foreseeable future.
We remain positive about the mine’s
expansion potential in the medium term
and will begin a drill programme in the
surrounding district in 2016.
COST REDUCTION
With commodity prices experiencing a third
year of declines, Hochschild continued its
cashflow optimisation programme in order
to ensure that all our operations were mining
profitable ounces and are cashflow positive.
The mine plans at Arcata and Pallancata
were revised with the focus placed on
accessible ore areas requiring reduced capital
expenditure and assuming stringent cut off
grades. The effect of these measures was
somewhat mitigated during the year as both
operations delivered successful brownfield
exploration programmes allowing additional
higher grade tonnage to be processed at
Arcata in particular. At Pallancata, the
discovery of the Pablo vein in August
delivered the prospect of a transition to
significantly lower cost feed for the Selene
plant with our team expecting to have initial
production from the vein towards the end of
2016. Overall, we were able to reduce all-in
sustaining costs by 26% versus 2014, which
is strong evidence of the Company’s ability
to operate flexibly in a difficult industry
environment. Furthermore, the positive
developments in Argentina towards the end
of the year indicate the potential to continue
to move our operations down the cost curve.
FINANCIAL POSITION
In a year when careful management of the
balance sheet was crucial, in particular with
respect to the completion of our Inmaculada
project, we believe we have taken substantial
steps in our aim of de-risking the Company.
Forming the first part of our three pronged
financial strategy, the smooth progress of the
new mine’s ramp-up to full production
started to bear fruit in the final two quarters
with the generation of strong cashflow from
this low cost operation. Secondly, in October,
we announced a $100 million rights issue,
the success of which allowed us to begin
the process of strengthening our balance
sheet and by the end of the year we had
already paid down just over $100 million
of mid to long term debt. And thirdly, we
supplemented this initiative throughout
the year by taking advantage of short periods
of price strength to hedge around 40% of
our production to ensure a degree of
cashflow stability. This prudent policy has
continued with approximately half of our
2016 production also protected at around
the current spot prices. With net debt
significantly reduced versus our peak
position at the half year and with the
maturities of the remaining debt adequately
profiled, the Company is in a substantially
healthier financial position than at the
end of 2014.
2015 OVERVIEW
One of the most pleasing aspects of
the Company’s ongoing response to the
industry downturn has been the strength
of our operations. Once again we exceeded
the production target for the year, delivering
27.0 million silver equivalent ounces
with both San Jose and Arcata especially,
recording better than expected production.
Pallancata’s performance reflects an
operation in a transitional period until
new low cost material from the Pablo
vein is introduced towards the end of the
year. However, when also considering
Inmaculada’s maiden contribution, we
believe the flexibility of the Hochschild
portfolio has been amply demonstrated.
The average price achieved once again fell
in 2015, by 12% for silver and by almost 10%
for gold and consequently our revenue was
lower despite total production increasing
by almost 12%. However, pleasingly
pre-exceptional EBITDA rose by 2% to $139m
reflecting the higher margin contribution
from Inmaculada and solid cost control
across our operations. The cashflow from
the new mine is beginning to offset the
finance costs arising from our bond issue
in January 2014 to fund its construction but
this still affected the underlying earnings.
Pre-exceptional EPS was $(0.14) per share.
The cash balance at the end of the year was
$84 million with the fourth quarter debt
repayment programme resulting in net debt
of approximately $351 million.
OUTLOOK
We expect that 2016 will mark the fourth
year of increasing production and reducing
costs. Attributable production for the
Company is expected to rise to 32.0 million
silver equivalent ounces (assuming the
average silver to gold ratio for 2015 of 74:1),
boosted by the first full year of output from
Inmaculada. The all-in sustaining cost per
silver equivalent ounce is expected to once
again be reduced to between $12.0 to $12.5
which includes almost 14 million ounces of
production from Inmaculada at between
$9 to $10 per silver equivalent ounce. The
focus of our capital expenditure budget
of approximately $100 million will be on
sustaining and development expenditure
for our current mines but also included is an
allocation of approximately $10 million for
the development of the Pablo vein – a project
which initial Company economics estimate
has a net asset value of approximately
$40 million.
The recent regulatory and economic policy
changes in Argentina also offer a promising
future for our high grade San Jose mine.
Changes including the significant devaluation
of the Argentine peso and the new
government’s cancellation of the export taxes
along with management’s solid operational
track record now place the mine in a good
position to improve its cashflow contribution.
2015 has been a year of transformation for
the Company. Whilst the industry downturn
has necessitated a continued strong focus on
cost efficiency, we are extremely encouraged
by the positive attitude displayed by all our
employees. We have entered 2016 with a
renewed sense of confidence: a fourth
consecutive year of production increases
and reduced costs; a new mine; renewed
resources at Arcata and Pallancata; a
stronger balance sheet; and several
brownfield exploration targets with the
potential to continue improving the quality
and quantity of our existing resources.
IGNACIO BUSTAMANTE
Chief Executive Officer
8 March 2016
www.hochschildmining.com
7
Strategic reportIFC-p23
OPERATING REVIEW
In 2015, Hochschild once again successfully exceeded its full-year
production target, delivering 27 million attributable silver
equivalent ounces.
Operations
Production
In 2015, Hochschild once again exceeded its
full year production target, delivering
attributable production of 27.0 million silver
equivalent ounces (24.7 million ounces using
the Company’s previous gold/silver ratio of
60:1), including 14.8 million ounces of silver
and 166 thousand ounces of gold. The overall
production target for 2016 is 32.0 million
silver equivalent ounces, assuming the
average silver-to-gold ratio for 2015, which
consists of just over 14 million ounces from
Inmaculada, approximately 7 million
attributable ounces from the 51% owned
San Jose and the balance from the remaining
two Peruvian operations. 2016 production is
expected to be equally weighted between
gold and silver.
Costs
The Company’s all-in sustaining cost was
reduced by 26% in 2015 to $12.9 per silver
equivalent ounce driven by Inmaculada with
a very competitive $7.3 per silver equivalent
ounce.1 Operational initiatives (cashflow
optimisation programme), devaluation of
local currencies and grade improvements
at all operating units also contributed to the
reduction. Please see page 12 of the Financial
Review for further details on costs.
The all-in sustaining cost per silver equivalent
ounce in 2016 is now expected to be between
$12.0 and $12.5 with Inmaculada costs
forecast to be between $9 and $10 per ounce,
the remaining Peruvian mines at approximately
$14.5 per ounce and San Jose at approximately
$13 per ounce although ongoing Argentinean
peso devaluation and a series of tax
cancellations may reduce the target further.
INMACULADA (PERU)
The 100% owned Inmaculada underground
operation is located in the Department of
Ayacucho in southern Peru. It commenced
production in June 2015.
Inmaculada summary
Ore production (tonnes)
Average silver grade (g/t)
Average gold grade (g/t)
Silver produced (koz)
Gold produced (koz)
Silver equivalent produced
(koz)
Silver sold (koz)
Gold sold (koz)
Unit cost ($/t)
Total cash cost ($/oz Ag
co-product)2
All-in sustaining cost ($/oz)
Year ended
31 Dec 2015
659,737
115
4.36
2,055
84.64
8,318
1,638
67.51
63.3
4.6
7.3
Production
Commercial production was declared at the
new flagship mine in August 2015 and the
Company subsequently announced on
22 September that it had received the final
mill operating permit from the Peruvian
government with sales of dore commencing
soon afterwards. Overall production in 2015
improved on the targeted range, coming in at
8.3 million silver equivalent ounces consisting
of 84.6 thousand ounces of gold and
2.1 million ounces of silver. This was primarily
driven by solid gold and silver grades and
increased tonnage as the processing plant
operated at closer to 3,850 tonnes per day
during the last quarter of the year compared
to its design capacity of 3,500 tonnes per day.
Costs
The all-in sustaining costs were low at
$7.3 per silver equivalent ounce. This was
driven by better than expected extraction
costs, operational efficiencies versus the plan
and by the processing of the significant ore
stockpile which incurred a low cost in the
plant’s ramp-up phase and increased tonnage
overall when mining operations commenced.
The original cost of mining this stockpile was
capitalised over the previous few periods.
Overall all-in sustaining costs are expected
to increase to the normalised forecast level
of between $9 to $10 in 2016.
Brownfield exploration
In 2016, a geological mapping programme is
planned for the Inmacualda and Hualhua
areas along with a 7,000 metre drilling
programme in the Palca zone.
ARCATA (PERU)
The 100% owned Arcata underground
operation is located in the Department of
Arequipa in southern Peru. It commenced
production in 1964.
Production
At Arcata, total silver equivalent production for
2015 was 6.8 million ounces (2014: 7.1 million
ounces). Despite introducing an adjusted
mine plan at the start of 2015 to ensure the
extraction of profitable ounces, Arcata has
delivered a much stronger year than expected.
A successful brownfield exploration
programme has ensured considerable
tonnage at higher silver grades than expected.
Arcata summary
Ore production (tonnes)
Average silver grade (g/t)
Average gold grade (g/t)
Silver produced (koz)
Gold produced (koz)
Silver equivalent produced (koz)
Silver sold (koz)
Gold sold (koz)
Unit cost ($/t)
Total cash cost ($/oz Ag co-product)
All-in sustaining cost ($/oz)
Year ended
Year ended
31 Dec 2015
648,051
323
0.99
5,613
15.67
6,772
5,653
15.29
109.1
11.7
14.3
31 Dec 2014
701,947
286
0.85
5,827
16.89
7,077
5,621
15.66
89.1
12.6
17.7
% change
(8)
13
16
(4)
(7)
(4)
1
(2)
22
(7)
(19)
1
All-in sustaining cash cost per silver equivalent ounce: Calculated before exceptional items includes cost of sales less depreciation and change in inventories,
administrative expenses, brownfield exploration, operating capex and royalties divided by silver equivalent ounces produced using a ratio of 74:1 (Au/Ag).
Also includes commercial discounts and selling expenses divided by silver equivalent ounces sold using a ratio of 74:1 (Au/Ag).
2
Cash costs are calculated to include cost of sales, treatment charges, and selling expenses before exceptional items less depreciation included in cost of sales.
8
Hochschild Mining plc Annual Report 2015
Strategic report Costs
In 2015, all-in sustaining costs fell by
19% to $14.3 per silver equivalent ounce
(2014: $17.7 per ounce) due to a substantial
decline in capital expenditure resulting from
the announced adjusted mine plan as well
as improved grades.
Brownfield exploration
During 2015, the Arcata exploration
programme has focused on the incorporation
of resources from the Stephani, Cristina,
Soledad, Macarena and Nicole veins as well as
further exploration of the Tunels 3 and 4 vein
systems. Just over 10,000 metres of drilling
were executed. Significant intercepts are
included in the table to the right.
The focus of 2016 will be a 7,000 metre
drilling programme to incorporate additional
resources from the Tunel 4, Marion and
Alexia veins.
Vein
North-South
Lucero
Soledad
Tunel 3
Tunel 4
Results
DDH027-LM11: 2.12m @ 0.43 g/t Au & 719 g/t Ag
DDH768-LM14: 1.27m @ 2.46 g/t Au & 549 g/t Ag
DDH802-GE15: 1.58m @ 0.56 g/t Au & 659 g/t Ag
DDH990-GE11: 0.82m @ 0.15 g/t Au & 1,667 g/t Ag
DDH777-LM15: 1.35m @ 1.35 g/t Au & 593 g/t Ag
DDH792-GE15: 1.01m @ 1.85 g/t Au & 395 g/t Ag
DDH800-LM15: 0.97m @ 1.49 g/t Au & 533 g/t Ag
DDH800-LM15: 1.00m @ 4.05 g/t Au & 1,015 g/t Ag
DDH871-GE15: 1.2m @1.04 g/t Au & 1,135 g/t Ag
DDH872-GE15: 1.3m @2.09 g/t Au & 1,196 g/t Ag
DDH878-GE15: 1.0m @ 2.4 g/t Au & 3,479 g/t Ag
DDH883-GE15: 1.7m @ 1.6 g/t Au & 1,729 g/t Ag
PALLANCATA (PERU)
The 100% owned Pallancata silver/gold
property is located in the Department of
Ayacucho in southern Peru, approximately
160 kilometres from the Arcata operation.
Pallancata commenced production in 2007.
Ore from Pallancata is transported 22
kilometres to the Selene plant for processing.
Production
At Pallancata, total production for the
year was 4.9 million silver equivalent
ounces (2014: 8.3 million ounces). Tonnage
throughout the year was significantly lower
than 2014 due to the adjusted mine plan’s
approximate halving of capacity although
silver and gold grades rose gradually
throughout the year to partially compensate.
The operation remains in a transitional phase
with the Selene plant expected to transition
to the new Pablo vein later in 2016. See table
right for further details of the Pablo vein.
Costs
All-in sustaining costs fell by 6% to $15.7 per
silver equivalent ounce (2014: $16.7 per
ounce) due to the scheduled decline in capex
as well as better grades. These improvements
were partially offset by incremental capex
approved to develop the newly discovered
Pablo vein. See details below of the Pablo
vein’s preliminary economics.
Brownfield exploration
The exploration team at Pallancata began
a 19,100 metre exploration and drilling
programme in May 2015 with the aim of
focusing on inferred resource exploration at
surface. In mid August, whilst pursuing the
west extension of the Yurika vein to the north
west of the main Pallancata vein, a new blind
structure at a depth of 200 metres below
surface was discovered. The Pablo vein has
Pallancata summary
Ore production (tonnes)
Average silver grade (g/t)
Average gold grade (g/t)
Silver produced (koz)
Gold produced (koz)
Silver equivalent produced (koz)
Silver sold (koz)
Gold sold (koz)
Unit cost ($/t)
Total cash cost ($/oz Ag co-product)
All-in sustaining cost ($/oz)
been recognised along an east-west strike
for 700 metres and dips 50-75° south. The
structure’s significant thickness (greater than
10m wide) is associated with dilation zones
in flexures and fault jogs. The Pablo vein is a
fine-to-medium grain white quartz vein and
shows a banded texture and multiple
brecciation events filled with adularia and
quartz crystals. It is part of a major regional
structure, currently extending to about 2 km,
which will be explored over the medium term.
Following the initial discovery of the Pablo
vein, drilling continued and an initial inferred
resource was achieved. The Company’s
preliminary economics for a two year mine
life for the Pablo vein are detailed below.
Resources (unaudited) are estimates based
on a cut-off grade of 103g/t silver equivalent.
Work has started on mine development to
access the vein and the Company currently
expects to have initial production from Pablo
towards the end of 2016.
Year ended
Year ended
31 Dec 2015
522,431
259
1.28
3,664
16.42
4,879
3,632
15.80
98.9
12.5
15.7
31 Dec 2014
1,051,068
238
1.03
6,527
24.34
8,329
6,502
24.03
69.3
11.0
16.7
Pablo
Inferred resources (kt)
(unaudited)
Ag grade (g/t)
Au grade (g/t)
LOM production (M oz Ag Eq)
LOM AISC ($/oz Ag Eq)
LOM Cashflows ($m)
Revenue
Costs
Selling expenses
Capital expenditure
Taxes (SMT & Royalties)
Pre-tax total
NAV @5% (spot metal prices)
(illustrative)
% change
(50)
9
24
(44)
(33)
(41)
(44)
(34)
43
14
(6)
Year ended
31 Dec 2015
1,251
344
1.3
12.6
10.6
Year ended
31 Dec 2015
161.4
(108.5)
(3.0)
(19.7)
(2.4)
27.9
40.5
Spot metal prices: $15.5/oz Ag; $1,230/oz Au
www.hochschildmining.com
9
Strategic reportIFC-p23
OPERATING REVIEW CONTINUED
Drilling has continued at the deposit and
7,242 metres were drilled at the Pablo and
Yurika veins during the last quarter of the
year. Preliminary results are shown in the
table right.
The focus of the brownfield exploration
programme for 2016 will be a 5,500 metre
drilling programme to add resources in
from the Pablo and Yurica veins. Geological
mapping of the Pallancata-Selene area will
also be carried out.
Vein
Pablo
Yurika
Yurika ceiling
Results
DLEP-A21: 9.0m @0.68 g/t Au & 225 g/t Ag
DLEP-A23: 7.1m @1.09 g/t Au & 389 g/t Ag
DLEP-A24: 2.9m @1.34 g/t Au & 334 g/t Ag
DLEP-A25: 9.0m @1.20 g/t Au & 324 g/t Ag
DLEP-A26: 4.7m @0.73 g/t Au & 290 g/t Ag
DLYU-A97: 2.8m @1.66 g/t Au & 438 g/t Ag
DLYU-A97: 1.5m @ 3.94 g/t Au & 748 g/t Ag
DLYU-A99: 1.0m @ 0.89 g/t Au & 231 g/t Ag
SAN JOSE (ARGENTINA)
The San Jose silver/gold mine is located
in Argentina, in the province of Santa Cruz,
1,750 kilometres south-southwest of Buenos
Aires. San Jose commenced production in
2007 and is a joint venture with McEwen
Mining Inc. Hochschild holds a controlling
interest of 51% in the mine and is the
mine operator.
Production
The San Jose operation once again delivered
another consistent year with operation
producing a record 13.9 million silver
equivalent ounces (2014: 13.4 million ounces)
driven by better than projected silver and
gold grades.
On 17 December 2015, the Argentinean peso
fell by approximately 40% against the dollar
following the decision by the government to
lift capital controls. With approximately 70%
of operating costs at San Jose incurred in
pesos, the effect of this significant devaluation
is already having a material impact on the
mine’s cost position.
The Argentinean government published a
decree on 2 November 2015 restoring the
right to receive a rebate from goods exported
through Patagonian ports (previously
cancelled in 2009). This benefit is applicable
to Hochschild at a rate of approximately 9%
of the FOB value of its exports which amounts
to approximately $15 million per annum.
The current estimate for collection is
approximately two years.
San Jose summary*
Ore production (tonnes)
Average silver grade (g/t)
Average gold grade (g/t)
Silver produced (koz)
Gold produced (koz)
Silver equivalent produced (koz)
Silver sold (koz)
Gold sold (koz)
Unit cost ($/t)
Total cash cost ($/oz Ag co-product)
All-in sustaining cost ($/oz)
* The Company has a 51% interest in San Jose.
In late December 2015, following an
announcement by the new government that
they would remove export taxes on
agricultural and industrial products, it was
subsequently confirmed that the decree
included removal of the 5% export tax on
finished mining products such as dore
(approximately 50% of the mine’s output).
Subsequently in 2016 it was confirmed that
the additional 10% export tax on concentrate
would also be removed from February 2016.
Finally it was also confirmed recently that the
1% tax on the market value of reserves that
was imposed by the Province of Santa Cruz in
2013 has been removed with the resulting
positive effect amounting to approximately
$3 million per annum.
Project Review
Hochschild’s portfolio currently includes three
Growth Projects, Crespo, Azuca and Volcan.
The continuing weakness of the precious
metal markets during 2015, following the
initial price declines in 2013, led to the focus
on completing construction of Hochschild’s
flagship Inmaculada project.
The strategy with regards to Crespo, Azuca
and Volcan was revised in late 2013 with work
on these deposits remaining on hold
throughout 2014 and 2015. Despite the
above-mentioned prioritisation of
Inmaculada, all three projects remain an
important component of the Company’s
portfolio of development assets. It is
management’s intention that in the event
Year ended
Year ended
31 Dec 2015
532,488
448
6.36
6,706
96.64
13,857
6,340
88.79
210.4
10.8
14.1
31 Dec 2014
571,017
404
5.77
6,469
94.16
13,437
6,316
91.28
197.8
12.1
17.8
% change
(7)
11
10
4
3
3
–
(3)
6
(11)
(21)
The effect of all the above-mentioned changes
in Argentina is that the Company expects the
overall economic and operating environment
in Argentina to improve significantly.
Costs
At San Jose, unit cost per tonne increased
by 6% versus 2014 to $210.4. However, all-in
sustaining costs were reduced by 21% to
$14.1 per silver equivalent ounce (2014:
$17.8 per ounce) driven by cost reduction
initiatives, lower capex and better grades.
Brownfield exploration
Whilst no drilling was carried out in 2015, a
3,500 metre programme is planned for 2016
in the Los Pinos and Colorado Grande areas as
well as a comprehensive mapping programme
of other areas such as Agua Vivas to the south
of the mine.
that precious metals markets show sustained
improvement, this would allow the Company
to assess capital re-allocation to these assets
and potentially re-initiate development.
10
Hochschild Mining plc Annual Report 2015
Strategic report INMACULADA
During the first half of 2015, construction of
the plant continued with first dore production
achieved on 3 June 2015. The ramp-up phase
was ongoing throughout the third quarter
with tonnes per day reaching the forecast
capacity of 3,500 in mid August and operating
at just above that level for the remainder of
the year. Gold and silver recoveries trended
to close to their target of 93.7% in gold and
87.9% in silver.
The Hochschild team also continued
underground mine development throughout
the first half and a stockpile of approximately
270,000 tonnes began to be processed
following commissioning of the plant whilst
stope mining activities (utilising long hole
and breasting methods) were being initiated.
Following the declaration of commercial
production at the mine in August, the
Company subsequently announced on
22 September that it had received the final
mill operating permit from the Peruvian
government and consequently sales of
dore were able to commence.
Construction of the paste backfill plant also
continued throughout the year with the
mine’s laboratories, warehouses and
workshops also completed.
During the year, the contractor Graña y
Montero (GyM), made a number of requests
for additional costs from the Company
under the Engineering, Procurement and
Construction Contract (“EPC”). In addition,
Hochschild made certain claims against GyM
as a result of delays in the construction of the
plant and related components of the project.
In September, following discussions, the
Company and GyM settled their mutual claims
and agreed that the total amount payable by
the Company to GyM for all works under the
EPC Contract (including pending work) would
be fixed at approximately $159.1 million, of
which $20 million represented additional
amounts payable in settlement of all claims
made by GyM for additional costs under the
EPC Contract. In addition, it was agreed that
GyM would bear all risks and costs resulting
from the completion of all pending work under
the EPC Contract and, therefore, subject to
certain limited exceptions, GyM would not be
entitled to request further adjustments to the
amounts agreed to be paid.
To date Hochschild has paid to GyM
approximately $136 million under the EPC
Contract. It was agreed that the above
mentioned amount of $20 million would
be paid in four instalments every six months
starting in September 2017, with interest
accruing at an annual rate of 5% of the
outstanding balance. The remaining
approximately $4 million will be paid
following completion of the outstanding work.
Total construction capital expenditure for
the Inmaculada mine was $455 million, of
which $449 million had already been incurred
by the end of the year with the remaining
construction capital expenditure of $6 million
expected to be spent during 2016 (to be
funded from existing cash resources).
FINANCIAL REVIEW
The reporting currency of Hochschild Mining plc is U.S. dollars. In
discussions of financial performance the Group removes the effect
of exceptional items, unless otherwise indicated, and in the income
statement results are shown both pre and post such exceptional items.
Exceptional items are those items, which due to their nature or the
expected infrequency of the events giving rise to them, need to be
disclosed separately on the face of the income statement to enable
a better understanding of the financial performance of the Group
and to facilitate comparison with prior years.
REVENUE
Gross revenue
Gross revenue from continuing operations decreased by 5% to
$469.2 million in 2015 (2014: $493.0 million) primarily driven
by another substantial fall in precious metal prices.
Silver
Gross revenue from silver decreased 23% in 2015 to $275.3 million
(2014: $358.2 million) as a result of lower prices as well as a 9%
decrease in the total amount of silver ounces sold to 17,263 koz
(2014:18,981 koz) driven by the fall in ounces produced from
Pallancata due to the imposition of the adjusted mine plan.
Gold
Gross revenue from gold increased 19% in 2015 to $217.2 million
(2014: $182.7 million) as a result of a 31% rise in the total amount
of gold ounces sold in 2015 (187.4 koz) offsetting the 9% fall in the
average price received. The increase in gold sales came from the
first output from the new Inmaculada operation.
Gross average realised sales prices
The following table provides figures for average realised prices (which
are reported before the deduction of commercial discounts and include
the effects of the existing hedging agreements) and ounces sold for
2015 and 2014:
Silver ounces sold (koz)
Avg. realised silver price ($/oz)
Gold ounces sold (koz)
Avg. realised gold price ($/oz)
Year ended
31 Dec 2015
17,263
16.0
187.39
1,159
Year ended
31 Dec 2014
18,981
18.9
142.77
1,279
Commercial discounts
Commercial discounts refer to refinery treatment charges, refining fees
and payable deductions for processing concentrates, and are deducted
from gross revenue on a per tonne basis (treatment charge), per ounce
basis (refining fees) or as a percentage of gross revenue (payable
deductions). In 2015, the Group recorded commercial discounts of
$23.6 million (2014: $48.1 million). This decrease is explained by the
decision to switch the majority of production from Arcata back to dore in
2015 as opposed to the previous year when most was sold as concentrate
due to favourable commercial terms. The ratio of commercial discounts
to gross revenue in 2015 decreased to 5% (2014: 9%).
www.hochschildmining.com
11
Strategic reportIFC-p23
FINANCIAL REVIEW CONTINUED
Net revenue
Net revenue decreased by 5% to $469.1 million (2014: $493.0 million),
comprising silver revenue of $258.4 million and gold revenue of
$210.5 million. In 2015 silver accounted for 55% and gold 45% of the
Company’s consolidated net revenue with a 10 percentage point
change from 2014 due to commencement of contributions from
the Inmaculada mine.
Revenue by mine
$000 unless otherwise indicated
Silver revenue
Arcata
Ares
Inmaculada
Pallancata
San Jose
Moris
Commercial discounts
Net silver revenue
Gold revenue
Arcata
Ares
Inmaculada
Pallancata
San Jose
Moris
Commercial discounts
Net gold revenue
Other revenue3
Net revenue
Year ended
31 Dec 2015
Year ended
31 Dec 2014 % change
93,445
–
25,223
59,803
96,837
–
(16,929)
258,379
19,124
–
77,080
19,929
101,046
–
(6,688)
210,491
276
469,146
103,963
10,896
–
129,042
114,276
30
(37,369)
320,838
20,040
14,993
–
31,984
115,211
441
(10,713)
171,956
157
492,951
(10)
–
–
(54)
(15)
–
(55)
(19)
(5)
–
–
(38)
(12)
–
(38)
22
76
(5)
3 Other revenue includes revenue from (i) the sale of energy in Peru and,
(ii) administrative services in Mexico.
COSTS
Total pre-exceptional cost of sales was steady at $403.7 million in 2015
(2014: $404.6 million). The direct production cost was flat at $265.1
million (2014: $265.6 million) with the positive effects of Inmaculada’s
lower costs offsetting the additional production delivered. Depreciation
in 2015 was $139.5 million (2014: $126.0 million) with the increase
mainly due to Inmaculada capex depreciation. Other items, which
principally include the costs associated with stoppages in Argentina,
was $9.3 million in 2015 (2014: $4.4 million). Change in inventories
was $10.3 million in 2015 (2014: $8.6 million).
$000
Direct production cost
excluding depreciation
Depreciation in production
cost
Other items
Change in inventories
Pre-exceptional cost of sales
Year ended
31 Dec 2015
Year ended
31 Dec 2014
% change
265,107
265,637
–
139,533
9,272
(10,255)
403,657
125,955
4,406
8,641
404,639
11
110
(219)
–
Unit cost per tonne
The Company reported unit cost per tonne at its main operations
of $118.4 in 2015, slightly up on 2014 (2014: $106.6).
12
Hochschild Mining plc Annual Report 2015
Unit cost per tonne by operation (including royalties)4
Operating unit ($/tonne)
Year ended
31 Dec 2015
Year ended
31 Dec 2014
% change
Peru
Arcata
Inmaculada
Pallancata
Argentina
San Jose
Others
Ares
Total
90.7
109.1
63.3
98.9
77.3
89.1
–
69.3
210.4
197.8
–
118.4
119.3
107.4
17
22
–
43
6
–
10
4 Unit cost per tonne is calculated by dividing mine and geology costs by
extracted tonnage and plant and other costs by treated tonnage.
Cash costs
Cash costs include cost of sales, commercial deductions and selling
expenses before exceptional items, less depreciation included in cost
of sales.
Cash cost reconciliation5
$000 unless otherwise indicated
Group cash cost
(+) Cost of sales
(-) Depreciation and
amortisation in cost of sales
(+) Selling expenses
(+) Commercial deductions
Gold
Silver
Revenue
Gold
Silver
Others
Ounces sold
Gold
Silver
Group cash cost ($/oz)
Co-product Au
Co-product Ag
By-product Au
By-product Ag
Year ended
31 Dec 2015
313,939
403,657
Year ended
31 Dec 2014
353,736
404,639
% change
(11)
–
(135,645)
(128,480)
21,729
24,198
6,714
17,484
469,146
210,491
258,379
276
28,697
48,880
10,752
38,128
492,951
171,956
320,838
157
187.4
17,263
142.8
18,981
752
10.0
203
5.6
865
12.1
(37)
9.0
(5)
(24)
(50)
(38)
(54)
(5)
22
(19)
76
31
(9)
(13)
(17)
648
(38)
5 Cash costs are calculated to include cost of sales, treatment charges, and selling
expenses before exceptional items less depreciation included in cost of sales.
Cash costs are calculated based on pre-exceptional figures. Co-product
cash cost per ounce is the cash cost allocated to the primary metal
(allocation based on proportion of revenue), divided by the ounces sold
of the primary metal. By-product cash cost per ounce is the total cash
cost minus revenue and commercial discounts of the by-product
divided by the ounces sold of the primary metal.
Strategic report
ALL-IN SUSTAINING COST RECONCILIATION
All-in sustaining cash costs per silver equivalent ounce6
Arcata
Inmac
Pallancata
San José
Main
Operations
Other
Operations
Corporate
& Others
Total
Year ended 31 Dec 2015
$000 unless otherwise indicated
(+) Production cost excluding
depreciation
(+) Other items in cost of sales
(+) Operating and exploration
capex for units
(+) Brownfield exploration
expenses
(+) Administrative expenses
(excl depreciation and before
exceptional items)
(+) Royalties
Sub-total
Au Ounces produced
Ag Ounces produced (000s)
Ounces produced (Ag Eq oz)
Sub-total ($/oz)
(+) Commercial deductions
(+) Selling expenses
Sub-total
Au Ounces sold
Ag Ounces sold (000s)
Ounces sold (Ag Eq oz)
Sub-total ($/oz)
All-in sustaining costs
($/oz Ag Eq)
Year ended 31 Dec 2014
$000 unless otherwise indicated
(+) Production cost excluding
depreciation
(+) Other items in cost of sales
(+) Operating and exploration
capex for units
(+) Brownfield exploration
expenses
(+) Administrative expenses
(excl depreciation and before
exceptional items)
(+) Royalties
Sub-total
Au Ounces produced
Ag Ounces produced (000s)
Ounces produced (Ag Eq oz)
Sub-total($/oz)
(+) Commercial deductions
(+) Selling expenses
Sub-total
Au Ounces sold
Ag Ounces sold (000s)
Ounces sold (Ag Eq oz)
Sub-total($/oz)
All-in sustaining costs
($/oz Ag Eq)
71,128
2,133
32,765
1,544
51,599
1,610
108,101
5,499
263,593
10,786
14,600
13,704
10,683
38,451
77,438
62
6
2,457
1,463
3,988
2,641
–
90,564
15,670
5,613
6,772
13.4
5,144
962
6,106
15,289
5,653
6,784
0.9
2,515
1,037
51,571
72,226
1,746
7,090
7.3
4
12
16
67,513
1,638
6,634
–
1,796
741
68,885
16,419
3,664
4,879
14.1
6,687
1,048
7,735
15,795
3,632
4,801
1.6
7,095
–
160,609
96,638
6,706
13,857
11.6
12,363
19,707
32,070
88,793
6,340
12,910
2.5
14,046
1,778
371,629
200,953
17,728
32,599
11.4
24,198
21,729
45,927
187,390
17,263
31,130
1.5
14.3
7.3
15.7
14.1
12.9
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
263,593
10,786
1,193
78,631
1,990
5,978
22,569
–
25,751
–
–
–
–
–
–
–
–
–
–
–
–
36,614
1,778
397,380
200,953
17,728
32,599
12.2
24,198
21,729
45,927
187,390
17,263
31,130
1.5
13.7
Total
Arcata
Inmac
Pallancata
San José
Main
Operations
Other
Operations
Corporate
& Others
62,644
1,301
28,867
2,038
5,266
–
100,116
16,892
5,827
6,841
14.6
18,016
1,987
20,003
15,663
5,621
6,560
3.0
17.7
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
71,742
834
110,089
1,724
244,475
3,859
17,853
546
–
–
262,328
4,406
34,657
51,350
114,874
1,613
116,487
1,728
1,003
4,769
42
3,232
8,043
7,317
1,370
117,648
24,345
6,527
7,988
14.7
13,666
1,995
15,661
24,025
6,502
7,944
2.0
8,270
–
172,436
94,161
6,469
12,119
14.2
17,198
24,648
41,846
91,277
6.316
11,793
3.5
20,853
1,370
390,200
135,398
26,947
26,947
14.5
48,880
28,630
77,510
130,965
18,439
26,297
2.9
362
241
19,044
11,633
534
1,232
15.5
–
67
67
11,449
540
1,250
0.1
16.7
17.8
17.4
15.5
20,049
–
24,894
–
–
–
–
–
–
–
–
–
–
–
–
41,263
1,611
434,138
147,031
19,357
28,179
15.4
48,880
28,697
77,577
142,770
18,981
27,547
2.8
18.2
6 All-in sustaining cash cost per silver equivalent ounce: Calculated before exceptional items includes cost of sales less depreciation and change in inventories,
administrative expenses, brownfield exploration, operating capex and royalties divided by silver equivalent ounces produced using a ratio of 60:1 (Au/Ag) for 2014
and 74:1 for 2015. Also includes commercial discounts and selling expenses divided by silver equivalent ounces sold using a ratio of 60:1 (Au/Ag).
www.hochschildmining.com
13
Strategic reportIFC-p23
FINANCIAL REVIEW CONTINUED
ADMINISTRATIVE EXPENSES
Administrative expenses before exceptional items decreased by 12%
to $38.1 million (2014: $43.3 million) primarily due to the continuing
impact of the cashflow optimisation programme.
EXPLORATION EXPENSES
In 2015, pre-exceptional exploration expenses, decreased by 46% to
$9.3 million (2014: $17.3 million). In addition, the Group capitalises
part of its brownfield exploration, which mostly relates to costs
incurred converting potential resource to the Inferred or Measured
and Indicated category. In 2015, the Company capitalised $2.6 million
relating to brownfield exploration compared to $1.5 million in 2014,
bringing the total investment in exploration for 2015 to $11.8 million
(2014: $18.8 million).
SELLING EXPENSES
Selling expenses decreased by 24% versus 2014 at $21.7 million
(2014: $28.7 million) mainly due to lower prices impacting the export
taxes in Argentina and the decision to switch the majority of production
from Arcata back to dore.
OTHER INCOME/EXPENSES
Other income before exceptional items was $8.0 million (2014:
$4.1 million) mainly due to incremental revenue from logistic
services provided to third parties and an export credit from dore
bars in Argentina. Other expenses before exceptional items reached
$15.3 million (2014: $17.5 million) mainly due to an increase in
mine closure provisions of $7.6 million ($2014: $9.1 million).
ADJUSTED EBITDA
Adjusted EBITDA increased by 2% over the period to $138.8 million
(2014: $135.6 million) driven primarily by the positive effects of the
new low cost Inmaculada contribution but largely offset by
significantly lower precious metal prices.
Adjusted EBITDA is calculated as profit from continuing operations
before exceptional items, net finance costs and income tax plus
non-cash items (depreciation and changes in mine closure provisions)
and exploration expenses other than personnel and other exploration
related fixed expenses.
$000 unless
otherwise indicated
Profit from continuing
operations before exceptional
items, net finance cost, foreign
exchange loss and income tax
Depreciation and
amortisation in cost of sales
Depreciation and
amortisation in administrative
expenses
Exploration expenses
Personnel and other
exploration related fixed
expenses
Other non cash expenses7
Adjusted EBITDA
Adjusted EBITDA margin
Year ended
Year ended
31 Dec 2015
31 Dec 2014 % change
(10,886)
(14,374)
135,645
128,480
1,534
9,255
2,072
17,254
(4,301)
7,590
138,837
30%
(6,934)
9,088
135,586
28%
24
6
(26)
(46)
38
(16)
2
7 In 2014, Adjusted EBITDA has been presented before the effect of significant
non-cash expenses related to changes in mine closure provisions for those
mines which have already closed as these were material.
FINANCE INCOME
Finance income before exceptional items of $1.9 million reduced
slightly from 2014 ($2.2 million) mainly due to lower interest received
on deposits, partially offset by income generated from the repurchase
of bonds below par value.
FINANCE COSTS
Finance costs before exceptional items decreased from $33.1 million
in 2014 to $31.4 million in 2015, principally due to the repurchase of
$55.2 million of Senior Notes with a coupon rate of 7.75% and the
$50.0 million prepayment of the medium term loan, both in the
fourth quarter.
FOREIGN EXCHANGE LOSSES
The Group recognised a foreign exchange loss of $5.6 million
(2014: $5.0 million loss) as a result of exposures in currencies other
than the functional currency specifically the Peruvian Nuevo Sol and
Argentinean Peso, both of which depreciated in the year against the
US Dollar.
INCOME TAX
The Company’s pre-exceptional income tax charge was $20.4 million
(2014: $6.5 million). The increase is mainly explained by the impact
of local currency devaluation in Peru and Argentina which significantly
reduced the tax basis of PP&E and therefore generating a deferred
tax liability.
EXCEPTIONAL ITEMS
Exceptional items in 2015 totalled $(173.3) million losses after tax
(2014: $(14.1) million). The tables below detail the exceptional items
excluding the exceptional tax effect that amounted to $36.9 million
(2014: $3.8 million).
Negative exceptional items
Main items
Cost of sales
Impairment and
write-off of
non-financial
assets (net)
Finance cost
$000 Description of main items
(1,514) Termination benefits
(207,146) Impairment of: Arcata unit ($72.4
million); Volcan unit ($57.1 million);
Pallancata unit ($39.0 million);
Crespo project ($14.4 million);
Azuca project ($12.8 million); San
Felipe project ($10.9 million); PP&E
write-off ($0.6 million)
(1,486) Interest on disputed tax charge
CASH FLOW & BALANCE SHEET REVIEW
Cash flow
$000 unless otherwise
indicated
Net cash generated from
operating activities
Net cash used in investing
activities
Cash flows generated in
financing activities
Net decrease in cash and
cash equivalents during
the period
Year ended
31 Dec 2015
Year ended
31 Dec 2014
Change
133,256
93,779
39,477
(223,319)
(263,007)
39,668
61,027
5,039
55,988
(29,036)
(164,189)
(135,153)
14
Hochschild Mining plc Annual Report 2015
Strategic report Capital expenditure9
$000 unless otherwise indicated
Arcata
Ares
Selene
Pallancata
San Jose
Moris
Operations
Inmaculada
Crespo
Volcan
Azuca
Other
Total
Year ended
Year ended
31 Dec 2015
14,600
25
139
10,683
38,451
–
63,898
166,336
2,842
958
211
3,914
238,159
31 Dec 2014
28,867
–
497
34,160
51,350
–
114,874
198,112
4,206
1,463
853
1,613
321,121
9 Includes additions in property, plant and equipment and evaluation and
exploration assets (confirmation of resources) and excludes increases in the
expected closure costs of mine asset.
Operating cash flow increased from $93.8 million in 2014 to $133.3
million in 2015, mainly due to the maiden cash contribution from
the new Inmaculada mine, partially offset by lower prices. Net cash
used in investing activities decreased to $(223.3) million in 2015 from
$(263.0) million in 2014 mainly due to moderately lower pre-operating
capex incurred at the Inmaculada project in 2015 as well as reduced
sustaining capex at the other operations. Finally, cash generated from
financing activities increased to $61.0 million from $5.0 million in
2014, primarily as a result of the proceeds from the equity rights
issue and short term debt raised in Peru ($75 million) offset by the
significant repayment of $105 million of debt in the second half of the
year. As a result, total cash outflow decreased from $(164.2) million
in 2014 to $(29.0) million in 2015 ($135.2 million difference).
Working capital
$000 unless otherwise indicated
Trade and other receivables
Inventories
Net other financial assets
Net income tax receivable
Trade and other payables and provisions
Working capital
Year ended
Year ended
31 Dec 2015
135,014
70,286
20,126
17,628
(249,788)
(6,734)
31 Dec 2014
173,526
58,417
2,809
20,467
(226,603)
28,616
The Group’s working capital position improved by $35.4 million to
$(6.7) million in 2015 from $28.6 million in 2014. This was primarily
explained by: lower trade and other receivables ($(38.5) million) due
to higher proportion of dore sales (lower collection period) at Arcata
and lower prices; and higher trade and other payables and provisions
($(23.2) million), in line with improved payment terms obtained from
vendors. These effects were partially offset by higher net financial
assets ($17.4 million) and by higher inventories ($11.9 million),
mainly resulting from accumulation of concentrate in Argentina in
December 2015.
Net debt
$000 unless otherwise indicated
Cash and cash equivalents
Long term borrowings
Short term borrowings8
Net debt
Year ended
Year ended
31 Dec 2015
84,017
(339,778)
(94,760)
(350,521)
31 Dec 2014
115,999
(440,834)
(27,882)
(352,717)
8 Includes pre-shipment loans and short term interest payables.
The Group reported net debt position was $350.5 million as at
31 December 2015 (2014: ($352.7) million). The reduction includes
the net effect of the equity rights issue ($95 million), the prepayment
of the Scotiabank medium term loan (($50) million), the repurchase
of senior notes (($55) million), the withdrawal of short term
pre-shipment loans in Peru ($75 million) and the cash outflow
required to complete the construction of Inmaculada.
2015 capital expenditure of $238.2 million (2014: $321.1 million)
mainly comprised of operational capex of $63.9 million
(2014: $114.9 million) and Inmaculada capital expenditure
of $166.3 million (2014: $198.1 million).
www.hochschildmining.com
15
Strategic reportIFC-p23
SUSTAINABILITY REPORT
2015 proved to be another challenging year which has demanded even
greater efforts on the part of our many teams at Hochschild to ensure
that resources are targeted and that stakeholder benefits are maximised
Dear Shareholder
I am delighted to introduce Hochschild
Mining’s 2015 Sustainability Report.
ANOTHER CHALLENGING YEAR
2015 proved to be another challenging year
for the Company with continued volatility in
precious metal prices which trended lower as
the year progressed. As a result, management
maintained its focus on managing costs
which has demanded even greater efforts on
the part of our many teams at Hochschild to
ensure that resources are targeted and that
stakeholder benefits are maximised.
CONTINUING OUR EXCELLENT
SAFETY RECORD
It gives me great pleasure to report that we
have succeeded in achieving our long term
goal of Zero Fatalities for an unprecedented
second consecutive year. This, together with
the year-on-year reductions in the frequency
and severity of accidents, are testament not
only to our Safety team but also to those
tasked with ensuring that we embed a
safety-first culture at Hochschild. Reducing
our focus on this area has not been and will
not be an option as we continue to ensure
that those who work with us are secure in the
knowledge that their physical welfare is being
safeguarded. This is perfectly demonstrated
by the in-house development, during the
year, of a bespoke suite of behaviour-based
procedures which aims to develop a sense
of collective responsibility for safety and
recognition of safe practices. For further
details, please refer to the Safety section
of this report.
OUR COMMUNITIES AND THE
ENVIRONMENT
In 2015, we continued to prioritise the
resources committed to our communities
with the ongoing focus on our three core
areas: education, health and socio-economic
development. Whilst the trading conditions
did not allow us to launch any new
programmes, we built on the significant
achievements to date by increasing the reach
of the medical services we are offering to our
rural communities as well as our IT
infrastructure project. Further details on these
initiatives, as well as those of our Argentina
operations can be found in this report and
on our website.
We have also made significant enhancements
to the way the Group measures its
environmental footprint. The considerable
work in this area has resulted in the adoption
of a new set of Environmental Key
Performance Indicators which will measure
our performance in a more meaningful way
and will require our operational teams to
work to more rigorous environmental targets
going forward.
I hope you will find this report informative. If
you should have any questions or comments,
please do not hesitate to contact me.
ROBERTO DAÑINO
Chairman, CSR Committee
8 March 2016
Governance of CSR
The Board has ultimate responsibility for
establishing Group policies relating to
sustainability and the CSR Committee has
been established with the responsibility
of focusing on compliance and ensuring
that appropriate systems and practices
are in place.
WHAT IS HOCHSCHILD MINING’S
APPROACH TO SUSTAINABILITY?
The Company has adopted a number of
policies demonstrating our commitment to:
• a safe and healthy workplace;
• managing and minimising the
environmental impact of our operations;
and
• encouraging sustainability by respecting
the communities of the localities in which
we operate.
For further information on how we prioritise
our resources and the Committee’s terms of
reference, please visit www.hochschildmining.
com/en/sustainability.
MANAGEMENT OF SUSTAINABILITY
The Board has ultimate responsibility for
establishing Group policies relating to
sustainability and ensuring that appropriate
standards are met. The CSR Committee has
been established as a formal committee of
the Board with delegated responsibility for
various sustainability issues, focusing on
compliance and ensuring that appropriate
systems and practices are in place Group-wide
to ensure the effective management of
sustainability-related risks.
As Chairman of the CSR Committee, Roberto
Dañino has Board level responsibility for
sustainability issues to whom the Vice
President of Operations and the Vice President
of Legal & Corporate Affairs report to for
sustainability issues.
Given the vulnerability of the Group’s
strategy to Sustainability Risks (comprising
Health & Safety, Community Relations and
Environmental risks), the full Board received
a presentation on the potential impact of
the change in Government in Argentina and
2016 elections in Peru on community
relations. In addition, the Board considered
a presentation from management on the
lessons learnt following the community-led
blockades at the access roads to Inmaculada
and the Selene plant.
REPORTING OF TARGETS AND
INDICATORS
As part of the Company’s strategy to make
more information available online, detailed
sustainability related performance indicators
as well as targets for 2016 are available on the
Company’s website.
THE CSR COMMITTEE’S WORK
IN 2015
During the year, the CSR Committee:
• approved the 2014 Sustainability report for
inclusion in the 2014 Annual Report;
• monitored the execution of the yearly plan
in each of the four key areas of focus
including progress updates;
• considered a presentation on the status
of community relations related issues at
a proposed exploration project in Peru;
• considered the status of the Group’s
various community relations projects
including the Travelling Doctor programme
and Digital Chalhuanca;
• reviewed the environmental and
community relations related risks and
related work plans; and
• reviewed the 2016 budgets for the
Environment and Community
Relations functions.
16
Hochschild Mining plc Annual Report 2015
Strategic report Safety
Given the inherently high risk profile of
mining, safety is our highest priority.
2015 HIGHLIGHTS
• Zero fatalities for an unprecedented
2nd consecutive year
• Almost 40% reduction in Accident
Frequency Index to 1.85 (2014:3.07)
• 25% reduction in Accident Severity
Rate to 112 (2014:149)
THE HOCHSCHILD APPROACH
TO SAFETY
Mining has an inherently high risk profile and
safety is our highest priority. Ensuring the
safety of the Group’s employees is considered
crucial in measuring the successful
implementation of corporate strategy to which
the Board and management are committed.
OUR ACHIEVEMENTS IN 2015
• Zero fatalities across all operations – for an
unprecedented second consecutive year
• Continued implementation of the Group’s
Safety Management System (designed by
the risk management firm DNV GL) at all
operating units to support the Group’s
proactive approach to safety. All operating
units achieved a Level 7 rating under the
International Safety Rating System (‘ISRS’)
(6th edition) except for the Inmaculada
project which achieved a Level 5 rating
under the same rating system
• The implementation of a bespoke suite
of behaviour-based safety procedures at
the Peruvian operations. These procedures
incorporate the use of a 5 step process to
observe and register safety checks. Positive
reinforcement is a core part of this
observation, which is undertaken through
weekly awards events at the operating
units to acknowledge those who have
demonstrated safety excellence in their
operational activities.
HOW WE PERFORMED AGAINST OUR 2015 SAFETY OBJECTIVES
Status
Target
X
To fully transition to the 8th edition of DNV GL’s International Safety
Rating System which will incorporate the additional training for
supervisors under the Behaviour Based Safety programme
To commission and implement the first five modules of a safety
software tool which will facilitate document sharing, legal compliance,
hazard identification and risk assessment, accident investigation
and inspections
Commentary
The transition began in 2015 but was not fully completed.
DNV GL is in the process of providing training to the
programme’s auditors and instructors.
Final testing of the software tool was successful and
training for users is scheduled to take in place in Q1 2016
Health & Hygiene
The Group’s Health & Hygiene department is
tasked with providing an integrated approach
to employee welfare.
2015 HIGHLIGHTS
• Design of a work plan on health,
hygiene and psychology for the
Exploration and Geology function
• Design and implementation of a
software system to closely monitor
levels of gas in the mine for the
hygiene team
THE HOCHSCHILD APPROACH TO
HEALTH AND HYGIENE
Underlining the importance we place on our
people and their wellbeing, the Group’s
Health & Hygiene department is tasked with
providing an integrated approach to employee
welfare. Whilst the Health team is focused on
ensuring that employees have access to the
relevant services and infrastructure to ensure
that treatment can be provided, the Hygiene
team looks to reinforce the importance of the
quality of life at work through the prevention
of occupational illness.
Given the nature of the work and the
two-week shift patterns which result in
frequent periods of absence from families, the
Group recognises the importance of ensuring
the mental wellbeing of its employees. For this
reason, the Group’s Health & Hygiene teams
are also trained in occupational psychology.
Our Health & Hygiene teams undertake
their work in line with the following
guiding principles:
• Prevention comes first
• Maximising quality of life
• Adopting measures for the long-term
benefit of our people
• Proactively identifying and controlling
hazards at source
• Contributing to the continuous improvement
in the Group’s Health & Safety culture
OUR ACHIEVEMENTS IN 2015
2015 was the year in which the Corporate
Health team focused on enhancing the quality
of its processes. In addition, the team has
widened its remit from the traditional areas
of “curing” and “prevention” to a wider role
of influencing the way the Group operates.
During the year:
• the health team reviewed and designed
medical care protocols which were uploaded
onto our online health record management
system, Sisalud;
• senior members of the team participated
in discussions with respect to new legal
requirements and provided training to team
members;and
• following a risk assessment, a series of
actions were taken to improve the control
of emissions within the mine.
HOW WE PERFORMED AGAINST OUR HEALTH AND HYGIENE 2015 OBJECTIVES
Target
To continue the department’s active participation in national
discussions on new regulation in the area of occupational health
Status
To improve the offering of services to ensure the mental well-being
of our workers
To review our corporate audit procedures on the provision of employee
health data to our insurance partners
Commentary
This was accomplished during the year. All doctors
in the Group have participated in a structured training
programme on new requirements and procedures have
been implemented to ensure that they are kept updated
on new developments.
The provision of services to ensure the mental well-being
of our workers has been enhanced and is now aligned
with DNV’s 12th stage
After review, joint annual audits have been organised in
conjunction with our insurance partners to ensure good
practice in the management of data relating to
occupational health and industrial hygiene.
www.hochschildmining.com
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SUSTAINABILITY REPORT CONTINUED
Our people
2015 HIGHLIGHTS
• Workforce trained: 79% (2014: 61%)
• Average number of hours of training
per year per employee: 33.3 hours
(2014: 27.31 hours)
THE HOCHSCHILD APPROACH
TO OUR PEOPLE
Training and development
The quality of our people is key to the success
of the business in achieving its strategic
objectives and our ongoing objective is
therefore to attract and retain high quality
personnel. The Company’s Human Resource
team seeks to achieve this by providing
competitive remuneration, a positive working
environment through the promotion of social
and recreational activities, and ongoing
professional development.
PEOPLE INDICATORS
Gender diversity statistics1
Number of employees
Male
Female
Number of senior managers2
Male
Female
Number of Board Members
Male
Female
1 As at 31 December
Group values, labour relations and
human rights
Amongst the primary responsibilities of the
HR team is the clear communication of the
Group’s corporate values: Integrity, Teamwork,
Quality and Excellence, Responsibility and
Commitment to our People. These values are
embodied in our Code of Conduct which,
amongst other things, sets out our
undertakings to treat all employees fairly and
to respect the right to be free of harassment
or intimidation in the workplace. We recognise
the core labour rights principles and, in this
respect, support the right to freedom of
association and collective bargaining.
Approximately 56% of our total workforce is
represented by a trade union or similar body.
As a signatory of the Global Compact of the
United Nations, Hochschild Mining respects
the human rights of all of the Company’s
stakeholders including those of our employees,
our contractors and suppliers, as well as the
members of our local communities.
The importance placed by the Company
on human rights is reflected in the Group’s
training programme which seeks to ensure
that all employees are aware of their rights
and the Company’s commitments.
ACTIVITIES IN 2015
The people-focused initiatives during the year
included the following:
Developing our people
In light of the limited budgetary resources,
training and development programmes were
targeted on key technical areas. In Peru,
managers from across the mining units
participated in various leadership-based courses.
Managing our talent
The People Review process was undertaken
which maps talent within the organisation and
identifies key positions and succession plans.
Creating a better place to work &
Enhancing the Working Environment
The Group continues to make use of an
Organisational Climate Survey which has
been widely acknowledged as a key tool
to measure levels of satisfaction amongst
employees and to identify opportunities
for further development. The latest survey
was initiated in December 2015 and its
findings will be considered in Q1 2016.
The Group continually reviews its offering
of non-financial benefits which currently
comprise flexible working hours for Head
Office staff over the summer period and the
holding of regular social events.
2015
2014
2013
2012
3,492
237
3,468
229
4,080
276
34
2
8
0
31
2
8
0
23
2
8
0
–
–
–
–
–
–
2 Defined as those who qualify under the UK statutory definition of ‘senior manager’ as at 31 December.
Working with our
communities
2015 HIGHLIGHTS
• Formation of partnerships with local
communities and the State to develop
synergies and leverage social projects
focused on education, health and
economic development.
• Restructuring the way we implement
and manage our Community Relations
strategy to best serve the needs of
all stakeholders
For more information visit
www.hochschildmining.com for our
Sustainability indicators
OUR VIEW OF WORKING WITH OUR
COMMUNITIES
With the experience of operating in different
parts of the Americas, the Group has adopted
a culture of collaborating with the local
communities surrounding our projects and
operations. This desire to promote the
development of the communities, respect
for their human rights and their environment
form the core of our corporate strategy that
we describe as “Operating Responsibly”.
COMMUNITY RELATIONS
IN PRACTICE
Despite the restrictions in financial resources
resulting from the trading challenges during
the year, the Group continued to prioritise the
ongoing implementation of its social
programmes with the communities thereby
minimising any direct impact. This was largely
achieved through more efficient internal
processes and synergies in order to maximise
the resources available for allocation.
OUR ACHIEVEMENTS IN 2015
During the year we accomplished the goals
set for our high impact initiatives, further
details of which are provided below.
Education
Elementary Education – For the third
consecutive year, the Company has supported
approximately 200 students in 12 schools
close to the new Inmaculada mine by
enhancing their offering in literacy and
numeracy and by providing IT equipment.
Secondary Education – The third year of the
Secondary Programme has been particularly
successful, with efforts focused during the
year on classes promoting entrepreneurship
and the benefits of further education. In
addition, we continued to facilitate the
Friend´s Club, which provided over 450
students with the necessary personal skills
to enable them to deal effectively with the
demands and challenges of everyday life.
18
Hochschild Mining plc Annual Report 2015
Strategic report The Company’s joint-venture in Argentina has
also been active with the provision of training
in various disciplines such as environmental
welfare, traffic management etc. In addition,
the operation has organised visits to the
mine for young people who are about to
finish school.
Scholarships – Through the Group’s
Argentinian and Peruvian operations,
Hochschild has provided scholarships so that
students can benefit from further technical
studies or college. In addition, the Group has
sponsored a number of students on various
mining courses which has resulted in job
opportunities being offered.
Health
Medico de Cabecera (the Travelling Doctor
programme)
We have continued to working closely with
the local offices of the Peruvian Ministry of
Health to provide free access to medical care,
workshops for health prevention and health
education for those communities close to our
operations, which comprise approximately
5,000 people.
Socio-economic development
Digital Chalhuanca
In the fourth year of the project’s
implementation, the Group made significant
progress beyond the provision of wi-fi to the
population of Chalhuanca. The purpose-built
digital centre established by the Group
achieved Cisco Networking Academy status
during the year and, with the support of staff
who have been trained to internationally
recognised standards, the Group looks to build
upon the technical skills that have already
benefited the local community.
For further information on the Chalhuanca
project and the rural business networks
supported by the Group, please visit: http://
www.hochschildmining.com/en/sustainability/
case_studies
Status
HOW WE PERFORMED AGAINST OUR 2015 COMMUNITY OBJECTIVES
Commentary
Target
See below for details on the specific programmes supported by the
Continue the development of socio-economic programmes
Group
and validate proposals for future innovative initiatives
This was completed during the year. The CR team was relocated and
Review and restructure, as necessary, the Community
refocused its functions in line with the objectives of each operation.
Relations team to maximise the efficient delivery of services
Standard procedures have been adopted across the Group in the
Maximise employment opportunities to members of the
recruitment and selection of community workers which were put to
community
use during the year.
See further details on the specific projects close to Inmaculada
available on the Group’s website
Enhance sustainability in the communities living close to
our Inmaculada project
Managing our
environmental impact
We are committed to ensuring the integrity of
the environment in which we develop our
operations and new projects.
2015 HIGHLIGHTS
• Launched new Corporate
Environmental Policy and new KPI
dashboard as part of re-inforcement of
an environmentally conscious culture
• Significant improvement in water
management at mining operations
THE HOCHSCHILD APPROACH TO
ENVIRONMENTAL MANAGEMENT
We are committed to ensuring the integrity
of the environment in which we develop
our operations and new projects. Our
environmental management system has been
established at a corporate level incorporating
best management practices and is backed
by the continued ISO 14001 certification of
our operations.
Hochschild Mining recognises that
environmental and social responsibility
extends beyond the life of our operations
and as a result, mine closure plans are in
place to restore areas where mining activity
has ceased.
OUR ACHIEVEMENTS IN 2015
• Continued resourcing of the environmental
team with more than 100 people
working in related operational roles
and environmental management
• Installed more efficient and effective
environmental controls in mining operations
• Implemented a more rigorous framework of
audits to provide assurance on the adequacy
of environmental controls
• Supported the business by securing the:
• approval of Inmaculada´s revised
Environmental Impact Assessment (“EIA”)
and Mine Closure Plan;
• approval of Arcata’s updated EIA to reflect
new components;
• environmental permits for the Arcata
exploration project; and
• necessary permits and approval of the
execution and closure-related activities
for the Yanacochita exploration project.
HOW WE PERFORMED AGAINST OUR 2014 OBJECTIVES
Commentary
Target
Completed. New monthly KPI dashboard launched during the year
Launch new corporate environmental KPIs
In progress.
Review and update corporate environmental policy,
environmental management system and organisation
of the department
Implement efficiencies on waste water and drinking water
treatment plants across all units
Completed. Installed new waste water treatment plants at Pallancata and
Inmaculada; overhauled existing waste water treatment plants at Arcata and Sipan.
New drinking water treatment plant at Arcata and improvements to existing plants
at Selene and Sipan. Reduced water consumption overall at mining operations
Greenhouse gas emissions data1 (tonnes of CO2e)
Emissions from combustion of fuel and operation of facilities (tCO2e)
Emissions from purchased electricity (tCO2e)
Emissions intensity, per thousand ounces of total silver equivalent produced (CO2e/k oz)3
2015
46,790
78,163
5,531
20142
73,244
69,933
5,533
2013
56,234
72,946
4.890
2012
41,756
76,637
–
1 Includes data for the whole year for Ares, Arcata, Selene, Pallancata, San José and office locations and for the period from June to December 2015 for Inmaculada.
2 Restated following a review of underlying data.
3 Total production includes 100% of all production, including attributable to joint venture partners at San José and Pallancata (prior to becoming a wholly owned operation).
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Strategic reportIFC-p23
RISK MANAGEMENT & VIABILITY
The Group’s risk management framework is premised on the continued
monitoring of the prevailing environment, the risks posed by it and the
evaluation of potential actions to mitigate those risks.
INTRODUCTION
As with all businesses, management of the
Group’s operations and execution of its
growth strategies are subject to a number of
risks, the occurrence of which could adversely
affect the performance of the Group. The
Group’s risk management framework is
premised on the continued monitoring of the
prevailing environment, the risks posed by it,
and the evaluation of potential actions to
mitigate those risks.
The Risk Committee is responsible for
implementing the Group’s policy on risk
management and monitoring the
effectiveness of controls in support of the
Group’s business objectives. It meets four
times a year and more frequently if required.
The Risk Committee comprises the CEO, the
Vice Presidents and the head of the internal
audit function. A ‘live’ risk matrix is compiled
and updated at each Risk Committee meeting
and the most significant risks as well as
potential actions to mitigate those risks are
reported to the Group’s Audit Committee,
which is responsible for the oversight of risk
management on behalf of the Board, taking
into account its risk appetite.
2015 RISKS
The key business risks affecting the Group set
out in this report remain largely unchanged
compared to those disclosed in the 2014 Risk
Management report, with the exception that:
• Counterparty Credit Risk, meaning the risks
associated with the failure of a financial
institution, is no longer considered to be
a principal risk for the Company; and
• Refinancing risk has been identified as a
new risk following the ongoing weakness
of the commodities sector and its potential
impact on the Group in light of its
outstanding debt.
The year-on-year change in the profile of:
• the risks associated with the Delivery
of Projects reflects the fact that the
Inmaculada mine was successfully brought
into operation in August 2015, and
• Macroeconomic risks and the risks relating
to Community Relations reflect the fact
that 2015 was pre-electoral year in Peru
and therefore public sentiment to mining
related issues has been heightened in
electoral campaigns in advance of elections
in April 2016.
Financial risks
Risk
Impact
Mitigation
2015 Commentary
Commodity
Price
Change in risk
profile vs 2014:
UNCHANGED
Adverse movements
in precious metal
prices could materially
impact the Group in
various ways beyond a
reduction in the results
of operations. These
include impacts on the
feasibility of projects,
the economics of the
mineral resources and
heightened personnel
and sustainability
related risks
• Constant focus on maintaining a low
cost of production and an efficient
level of administrative expense
• Flexible hedging policy that allows
the Group to contract hedges
to mitigate the effect of price
movements taking into account
the Group’s asset mix and forecast
production
See Our Market Overview on page 5
for further details
Refinancing
Risk
Change in risk
profile vs 2014:
NEW
Failure to renew debt
facilities (whether
long-term or shorter
term credit facilities)
on existing terms
could result in higher
finance expense and
reduce the Group’s
profitability. The
likelihood of this risk
increases in the event
that the outlook for the
sector deteriorates.
• Close monitoring of cash generation
with a focus on operational
performance, costs and capital
expenditure
• Flexible hedging policy that allows
the Group to contract hedges to
mitigate the effect of price
movements taking into account
the Group’s asset mix and forecast
production
• On-going dialogue with local and
international financial institutions
and securing informal and
non-binding credit approvals
Having achieved substantial savings through the Cash
Optimisation Programme, the Group maintained its
focus during 2015 on conserving capital and
optimising cash flow through:
• further reducing operating and administrative costs;
• minimising sustaining capital expenditure;
• reducing debt via an equity raise; and
• optimising working capital
In addition to the above, the Inmaculada mine, which
started commercial production in H2 2015, has started
to reduce average production costs and dilute fixed
costs, the extent of which will accelerate as the mine
operates for a full financial year.
The Group hedged part of its 2015 and 2016 silver and
gold production to protect cashflow
For further details see page 11 of the Financial Review.
Given the deterioration of the commodities sector
during the year, mitigation of this risk has included:
• Conserving capital and optimising cashflow as
described above;
• Hedging a part of 2015 and 2016 production;
• Securing credit commitments from five banks;
• Maintaining an active dialogue with local and
international banks through a series of meetings
and organising site visits
20
Hochschild Mining plc Annual Report 2015
Strategic report Operational risks
Risk
Impact
Mitigation
2015 Commentary
Operational
Performance
Change in risk
profile vs 2014:
UNCHANGED
Failure to meet
production targets and
manage the cost base
could adversely impact
the Group’s profitability.
• Close monitoring by management
of operational performance, costs
and capital expenditure
2015 budgets across the Group focused on
maintaining controlled levels of administrative
expenses and sustaining capex.
• Negotiation of long-term supply
contracts where appropriate
Production goals at all operations were met with
the focus on the extraction of profitable ounces.
Increased operational flexibility also resulted from the
commencement of production at Inmaculada.
Going forward, management closely monitors specific
risks that could affect operational performance.
Commissioning at the plant at Inmaculada started in
Q2 2015 with commercial production declared in the
following quarter.
Despite certain delays in commissioning, the ramping
up of production has occurred in a shorter than
expected time frame with the mine producing
consistently at above design capacity.
Further details on Inmaculada can be found on
pages 8 and 11
Insurance advisors conducted site visits and
completed a full review of operational risks to ensure
that adequate property damage and business
interruption risk management processes and
insurance policies are in place at our operations.
Management reporting systems ensured that an
appropriate level of inventory of critical parts is
maintained. Adequate preventative maintenance
programmes, supported by the SAP Maintenance
Module, are in place at the operating units.
Delivery of
Projects
Change in risk
profile vs 2014:
REDUCED
Business
Interruption
Change in risk
profile vs 2014:
HIGHER
Exploration
and Reserve
and Resource
Replacement
Change in risk
profile vs 2014:
HIGHER
Unanticipated delays
in delivering projects
could have negative
consequences
including delaying cash
inflows and increasing
capital costs, which
could ultimately reduce
profitability.
• Teams comprising specialist
personnel and world class
consultants and contractors are
involved in all aspects of project
planning and execution
• Project teams meet with senior
management on a weekly basis to
monitor ongoing progress against
project schedules
• Insurance coverage to protect
against major risks
• Management reporting systems
to support appropriate levels
of inventory
• Annual inspections by insurance
brokers and insurers with
recommendations addressed in
order to mitigate operational risks
Assets used in the
Group’s operations
and, in particular, at
Inmaculada, given the
Group’s reliance on
that asset, may break
down and insurance
policies may not cover
against all forms
of risks.
The Group’s operating
margins and future
profitability depend
upon its ability to find
mineral resources and
to replenish reserves.
• Implementing and maintaining an
annual exploration drilling plan
In 2015, all brownfield exploration goals were achieved,
including the discovery of the Pablo vein at Pallancata.
• Ongoing evaluation of acquisition
and joint venture opportunities to
acquire additional ounces
The continued focus on cost control has resulted in
our exploration activity being primarily focused on
current operations.
• High-end software programmes
implemented to statistically estimate
mineral resources
In 2016, exploration activity will be primarily focused
on brownfield exploration in order to maintain or
improve our resource base. As a direct consequence
of the continued low price environment, the level
of exploration of new projects and appraisal of
acquisition/joint venture opportunities has been
reduced substantially and will affect our ability to
replace ageing operations. The substantial reduction in
sustaining capital expenditure in 2016 could affect the
Group’s ability to replace reserves at its historic rates.
Reserves stated in this
Annual Report are
estimates.
• Engagement of independent experts
to undertake annual audit of mineral
reserve and resource estimates
The Group has engaged P&E Consultants to
undertake the annual audit of mineral reserve
and resource estimates.
• Adherence to the JORC Code and
See page 122 for further details
Personnel:
Recruitment
and retention
Change in risk
profile vs 2014:
UNCHANGED
Personnel:
Labour
relations
Change in risk
profile vs 2014:
UNCHANGED
Inability to retain or
attract personnel
through a shortage of
skilled personnel.
guidelines therein
• The Group’s approach to recruitment
and retention provides for the
payment of competitive
compensation packages, well
defined career plans and training
and development opportunities
Failure to maintain
good labour relations
with workers and/or
unions may result in
work slowdown,
stoppage or strike.
• Development of a tailored labour
relations strategy focusing on profit
sharing, working conditions,
management style, development
opportunities, motivation and
communication
The Group has continued to implement a number
of low cost/high impact initiatives to improve the
retention of employees. These include the use of
non-financial benefits (e.g. flexible working
arrangements for Head Office staff).
The reduction in profitability due to lower precious
metal prices has resulted in no statutory profit sharing
for Peruvian mineworkers.
Management has conducted monthly meetings with
mineworkers and unions during 2015 to ensure
complete understanding of their requirements and
concerns and to keep all parties updated on the Group’s
financial performance with the aim of preparing the
groundwork for the 2016 union negotiations.
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RISK MANAGEMENT & VIABILITY CONTINUED
Sustainability risks
Risk
Impact
Mitigation
2015 Commentary
Health and
safety
Change in risk
profile vs 2014:
UNCHANGED
Environmental
Change in risk
profile vs 2014:
UNCHANGED
Community
Relations
Change in risk
profile vs 2014:
HIGHER
In 2015, the Group achieved its on-going objective
of Zero Fatalities for the second consecutive year.
In addition, there have been reductions year-on-year
in the accident frequency rate and accident severity
index of c.40% and c.25% respectively.
Group employees
working in the mines
may be exposed to
health and safety risks.
Failure to manage
these risks may result
in occupational illness,
accidents, a work
slowdown, stoppage
or strike and/or may
damage the reputation
of the Group and hence
its ability to operate.
• Health & Safety operational policies
and procedures reflect the Group’s zero
tolerance approach to accidents
• Use of world class DNV safety
management systems
• Dedicated personnel to ensure the
safety of employees at the operations
via stringent controls, training and
prevention programmes
• Rolling programme of training,
communication campaigns and
other initiatives promoting safe
working practices
• Use of reporting and management
information systems to monitor the
incidence of accidents and enable
preventative measures to be
implemented
The Group may be liable
for losses arising from
environmental hazards
associated with the
Group’s activities and
production methods,
ageing infrastructure,
or may be required to
undertake corrective
actions or extensive
remedial clean-up
action or pay for
governmental remedial
clean-up actions or
be subject to fines
and/or penalties.
Communities living in
the areas surrounding
Hochschild’s operations
may oppose the
activities carried out by
the Group at existing
mines or, with respect
to development projects
and prospects, may
invoke their rights to
be consulted under
new laws.
These actions may
result in loss of
production, increased
costs and decreased
revenues and in longer
lead times and
additional costs for
exploration and in
bringing assets into
production, and lead to
an adverse impact on
the Group’s ability to
obtain the relevant
permissions for current
or future projects.
• The Group has a team responsible for
Relevant developments in 2015 include:
environmental management
• The Group has adopted a number of
policies and procedures to limit and
monitor its environmental impact
• the continued resourcing of an environmental
team with over 100 people working in related
operational roles and environmental
management;
• Constructive engagement with local
communities
• Community Relations strategy focuses
on promoting education, health and
nutrition, and sustainable development
• Allocation of budget and personnel for
the provision of community support
activities
• Policy to actively recruit workers from
local communities
• the launch of a new Corporate Environmental
Policy and redesigned Key Performance Indicators
as part of an effort to reinforce an
environmentally-conscious culture;
• Improvements in the treatment and consumption
of water at the mining units;
• Enhanced environmental controls at mining
units; and
• Improved performance in external audits.
During H2 2015, protests by communities close to
Inmaculada resulted in a 25-day blockade preventing
use of the main access road to the Inmaculada mine.
The blockade did not affect the Group’s production
target for the year; however, the conflict disrupted
normal operations, increased costs, and led to the
intervention by the government to lift the blockade
by facilitating an informal mediation between the
Group and the relevant communities.
Working groups continue to meet periodically.
In addition, the Group has:
(i) actively engaged with other local communities to
fully understand their needs and to implement an
action plan; and
(ii) secured access to alternative roads to Inmaculada
and Pallancata.
The risk of additional stoppages or blockades will
continue to be present if the working groups do
not reach long-term agreements between the
parties involved
Further details on the Group’s activities to mitigate
sustainability risks can be found in the Sustainability
report on pages 16 to 19
22
Hochschild Mining plc Annual Report 2015
Strategic report Macro-economic risks
Risk
Impact
Political, legal
and regulatory
Change in risk
profile vs 2014:
HIGHER
Changes in the legal,
tax and regulatory
landscape could
result in significant
additional expense,
restrictions on or
suspensions of
operations and may
lead to delays in the
development of
current operations
and projects.
Implementation of
exchange controls
could impede the
Group’s ability to
convert or remit hard
currency out of its
operating countries.
Mitigation
2015 Commentary
• Local specialist personnel continually
monitor and react, as necessary, to
policy changes
The measures adopted by the Peruvian authorities
in 2014 continued to impact the mining sector
in 2015.
• Active dialogue with governmental
These include:
authorities
• the prioritisation of remediation orders over fines
• Participation in local industry
for breach of environmental regulations;
organisations
• new permitting requirements which will lead to
longer permitting periods and additional costs;
• implementation of the “Prior Consultation”
law requiring the approval of indigenous
communities before certain mining activities
can be undertaken.
2016 is an electoral year in Peru and therefore
the mining sector is expected to be subject to
heightened political debate with consequences
for, amongst other things, labour and community
relations and the regulatory regime.
The change in government in July 2016 will
inevitably lead to a transitional period during which
permitting periods will be further extended.
In Argentina, the year was dominated by the change
of government following elections in October 2015.
Relevant developments since then include:
• partial removal of currency controls resulting
in a marked devaluation of the Peso; and
• abolition of the tax on the export of dore.
Following the implementation of a new regional tax
on mining companies’ reserves in 2013, the Group
launched a challenge regarding the constitutionality
of the provincial law. The Supreme Court has
decided to hear the case and, in the interim, has
granted an injunction in favour of the Group’s
subsidiary entity, Minera Santa Cruz.
Further information on financial risk can
be found in note 36 to the Consolidated
Financial Statements.
VIABILITY STATEMENT
In accordance with provision C.2.2 of the UK
Corporate Governance Code (September 2014
Edition), the Directors have assessed the
viability of the Group over a three-year period
taking into account the Group’s current
position and the potential impact of the
principal risks outlined earlier in this report.
Time Horizon
The Directors have concluded that a
three-year period is the appropriate period
over which the viability statement can be
given. This is the case even though the Board
considers five-year operational and financial
forecasts as part of its financing projections
and annual strategic review. However, given
the increased volatility of precious metal
prices and the uncertainty overall with respect
to the underlying assumptions, it is the
Board’s view that a five-year forecast would
be of limited value.
Approach to Assessing Viability
In assessing the Group’s viability, the Directors
have considered the principal risks to which
the Group is exposed as set out in the earlier
part of this report. In particular, the Directors
have considered forecasts which reflect the
impact of:
For examples of the mitigating actions taken
by the Board during the year under review,
please refer to the 2015 Commentary in the
Risk Management section of this report.
• various precious metal price scenarios;
• risks that could threaten forecast
production levels;
• restricted access to the financial markets;
and
• plausible future contingencies resulting
from, for example, governmental/regulatory
action such as environmental liabilities.
The analysis has also taken into account the
mitigating actions available to the Group
upon the occurrence of one or more of the
principal risks. Such actions include:
• hedging the price at which sales contracts
are concluded;
• operational strategies to anticipate, minimise
and overcome production-related risks;
• ongoing investment commitment to replace
and potentially improve mineral resources;
• the implementation of cost and capital
expenditure reduction programmes; and
• liability management to actively deal with
the Group’s financial obligations
CONCLUSION
While it is always possible that combinations
of weak precious metal prices and adverse
operational risks could threaten the solvency
and liquidity of the Company over the next
three years, the Directors believe that in their
view the business remains viable over the
next three years in each of the plausible
scenarios tested, after the effect of mitigation
is considered.
The Strategic Report, as set out between
the inside front cover and page 23, has
been reviewed and approved by the Board
of Directors and signed on its behalf by:
IGNACIO BUSTAMANTE
Chief Executive Officer
8 March 2016
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Strategic reportIFC-p23
BOARD OF DIRECTORS AND SENIOR MANAGEMENT
The Board’s role is to provide leadership to the senior management
team through its collective experience and to monitor progress
against the Group’s strategic objectives within a prudent framework
of controls and a managed level of risk.
Board of directors
Eduardo Hochschild
Chairman
Roberto Dañino
Deputy Chairman
Eduardo Hochschild joined the
Hochschild Group in 1987 as
Safety Assistant at the Arcata
unit, becoming Head of the
Hochschild Mining Group in
1998 and Chairman in 2006.
Eduardo has numerous
directorships, amongst them
Cementos Pacasmayo S.A.A.,
COMEX Peru, Banco de Crédito
del Perú and a number of
positions with non-profit
entities such as TECSUP, the
Sociedad Nacional de Minería
y Petróleo and the Conferencia
Episcopal Peruana. In addition,
Eduardo serves as Chairman of
the Board of the Universidad
de Ingeniería y Tecnología.
Committee
membership
Nominations Committee
(Chairman)
Roberto Dañino joined the
Board in 2006 as an Executive
Director and became a
Non-Executive Director on
1 January 2011. In 2001
Roberto served in the Peruvian
Government as Prime Minister
and thereafter as the country’s
Ambassador to the United
States. Between 2003 and
2006, Roberto was Senior Vice
President and General Counsel
of the World Bank Group and
Secretary General of ICSID.
Previously, he was a partner
of Wilmer, Cutler & Pickering in
the US and founding General
Counsel of the Inter-American
Investment Corporation.
Roberto is Chairman of
Fosfatos del Pacifico S.A., part
of the Cementos Pacasmayo
Group of companies and a
member of the Advisory Boards
of Goldman Sachs and Uber
Technologies. He is a graduate
of Harvard Law School and
Universidad Católica del Perú.
Committee
membership
CSR Committee (Chairman)
Senior management
Ramón Barúa
Chief Financial Officer
Isac Burstein
Vice President,
Exploration & Business
Development
Ignacio Bustamante
Chief Executive Officer
Enrico Bombieri
Senior Independent
Director
Dr Graham Birch
Independent
Non-Executive Director
Ignacio Bustamante joined
the Board as CEO in April
2010. He previously served
as Chief Operating Officer
(from January 2008) and prior
to that as General Manager
of the Group’s Peruvian
operations. Ignacio served
as Chief Financial Officer of
Cementos Pacasmayo S.A.A.,
an affiliate of the Company,
between 1998 and 2003, and
as a Board member from 2003
to 2007. Ignacio is a graduate
of Business and Accounting,
having studied at the
Universidad del Pacífico in
Peru and holds an MBA from
Stanford University.
Committee
membership
CSR Committee
Enrico Bombieri joined the
Board on 1 November 2012. He
previously served as Head of
Investment Banking for Europe,
Middle East and Africa (‘EMEA’)
at JP Morgan. After joining JP
Morgan in 1989, Enrico held a
variety of positions in the
London and Milan offices. In
addition to acting as Head of
Investment Banking for EMEA,
Enrico also served as a member
of JP Morgan’s Executive
Committee, the Investment
Bank’s Operating Committee
and the European Management
Committee. Prior to joining JP
Morgan, Enrico worked for
Guinness Mahon in London
and Lehman Brothers in
New York and London.
Committee
membership
Nominations Committee
Remuneration Committee
(Chairman)
Dr Graham Birch joined the
Board in July 2011. Prior to his
retirement in 2009, Graham
was a Director of BlackRock
Commodities Investment Trust
plc and manager of BlackRock’s
World Mining Trust and Gold
and General Unit Trust.
Previously he worked at
Kleinwort Benson Securities
and Ord Minnett/Fleming Ord
Minnett before joining Mercury
Asset Management in 1993,
where he launched a number
of mining and natural resources
funds. In 1997, Mercury Asset
Management was acquired by
Merrill Lynch Investment
Managers which was itself
eventually acquired by BlackRock
in 2006. Graham has a PhD in
mining geology from Imperial
College London. Between 2010
and 2015, Graham acted as a
Non-Executive Director of
Petropavlovsk Plc.
Committee
membership
CSR Committee
Remuneration Committee
Eduardo Landin
Chief Operating Officer
José Augusto Palma
Vice President, Legal &
Corporate Affairs
Eduardo Villar
Vice President,
Human Resources
Eduardo Villar has been with
the Group since 1996. Prior to
his current position, he served
as Human Resources Manager,
Deputy HR Manager and Legal
Counsel. Eduardo holds a law
degree from the Universidad
de Lima and an MBA from
the Universidad Peruana de
Ciencias Aplicadas.
José Augusto Palma joined
Hochschild in July 2006 after
a 13-year legal career in the
United States, where he
was a partner at the law
firm of Swidler Berlin, and
subsequently at the World
Bank. He also served two years
in the Government of Peru.
José has law degrees from
Georgetown University and the
Universidad Iberoamericana in
Mexico and is admitted to
practise as a lawyer in Mexico,
New York and the District of
Columbia. Prior to his current
role, José served as VP Legal.
Ramón Barúa was appointed
CFO of Hochschild Mining
on 1 June 2010. Prior to his
appointment, he served as CEO
of Fosfatos del Pacifico S.A.,
owned by Cementos
Pacasmayo, an associate
company of the Hochschild
Group. During 2008, Ramón
was the General Manager for
Hochschild Mining’s Mexican
operations, having previously
worked as Deputy CEO and
CFO of Cementos Pacasmayo.
Prior to joining Hochschild,
Ramon was a Vice President
of Debt Capital Markets with
Deutsche Bank in New York for
four years and a sales analyst
with Banco Santander in Peru.
Ramón is an economics
graduate of Universidad de
Lima and holds an MBA from
Columbia Business School.
Isac Burstein joined the Group
as a geologist in 1995. Prior
to his current position, Isac
served as Manager for Project
Evaluation, Exploration
Manager for Mexico, and
Exploration Geologist. Isac
assumed responsibility for the
Group’s exploration activities in
February 2014. Isac holds a BSc
in Geological Engineering from
the Universidad Nacional de
Ingeniería, an MSc in Geology
from the University of Missouri
and an MBA from Krannert
School of Management,
Purdue University.
Eduardo Landin was appointed
COO of Hochschild Mining
on 25 March 2013, having
previously served as General
Manager of the Company’s
operations in Argentina. In
2011, he became General
Manager of Projects with
direct responsibility over the
development of Inmaculada
and Crespo. Before joining
the Company, Eduardo held
the position of Corporate
Development Manager at
Cementos Pacasmayo and,
prior to that, he served in the
Government of Peru’s Ministry
of Energy and Mines. Eduardo
holds a B.Eng in Mechanical
Engineering from Imperial
College London and an
Executive MBA from the
Universidad de Piura, Peru.
38
24
Hochschild Mining plc Annual Report 2015
Hochschild Mining plc Annual Report 2015
Governance
Sir Malcolm Field
Independent
Non-Executive Director
Jorge Born Jr.
Independent
Non-Executive Director
Nigel Moore
Independent
Non-Executive Director
Michael Rawlinson
Independent
Non-Executive Director
Sir Malcolm Field joined the
Board in 2006. He serves as a
Non-Executive Director of Ray
Berndtson. Between 2009 and
2015, Sir Malcolm served as a
Director of Petropavlovsk Plc.
Prior to that, between 2002
and 2006, Sir Malcolm served
as Chairman of Tube Lines
Limited, one of the London
Underground consortia and,
from 2001 to 2006, as an
external policy adviser to the
UK’s Department of Transport.
Sir Malcolm was Group
Managing Director of WH
Smith plc between 1982 and
1993 and served as Chief
Executive from 1993 to
1996. From 1996 to 2001,
Sir Malcolm chaired the Civil
Aviation Authority. Sir Malcolm
has held non-executive
directorships with numerous
companies, including Scottish
and Newcastle plc and
Evolution Beeson Gregory.
Committee
membership
Remuneration Committee
Jorge Born Jr. joined the Board
in 2006. He is the President
and Chief Executive Officer of
Consult & Co. and a Director
of Caldenes S.A. Jorge is also
a Director of Dufry AG Zurich
and President of the Bunge and
Born Charitable Foundation.
Previously, Jorge served as a
Director and Deputy Chairman
of Bunge Limited having served
as Head of European
operations from 1992 to 1997
and as Head of UK operations
from 1989 to 1992.
Committee
membership
Nominations Committee
Nigel Moore joined the Board
in 2006. He currently serves
as a Non-Executive Director
of Ascent Resources plc (where
he also serves as Chairman
of the Audit Committee). He
has served as Chairman of
JKX Oil & Gas plc and as
Non-Executive Director of
several companies including
The Vitec Group plc and The
TEG Group plc. Nigel is a
Chartered Accountant and was
a Partner at Ernst &Young from
1973 to 2003, during which
time he was responsible in
particular for the provision
of audit services for several
of the firm’s significant clients.
He also served as the firm’s
Regional Managing Partner
for Eastern Europe and Russia
from 1989 to 1996.
Committee
membership
Audit Committee
(Chairman)
Michael Rawlinson joined
the Board on 1 January 2016.
He is the Global Co-Head of
Mining and Metals at Barclays
investment bank where he
has worked since 2013 having
joined from the boutique
investment bank, Liberum
Capital, a business he helped
found in 2007. Michael worked
at Flemings in 1991 and joined
Cazenove in 1996 until 2007.
He has been employed as
both a corporate financier
and research analyst
specialising in the mining
sector. Michael served
as a Non-Executive Director of
Talvivaara Mining Company Plc
between April 2012 and
November 2013.
Committee
membership
Audit Committee
CSR Committee
Length of tenure of independent
non-executive directors
Board independence
1/6
2/6
3/6
• 0-3 Years
• 3-6 Years
• 6 Years +
3/9
6/9
• Independent Directors
• Non-Independent Directors
www.hochschildmining.com
www.hochschildmining.com
25
39
Governance p24-60
DIRECTORS’ REPORT
The Directors present their report for the year ended 31 December 2015.
DIVIDEND
The Directors did not declare a dividend in respect of the year ended
31 December 2015 and a final dividend is not being recommended
(2014 total dividend: nil).
DIVIDEND WAIVER
The trustee of the Hochschild Mining Employee Share Trust (‘the
Employee Trust’) has waived, on an ongoing basis, the right to
dividend payments on shares held by the Employee Trust.
DIRECTORS
The names, functions and biographical details of the Directors
serving at the date of this report are given on pages 24 and 25.
With the exception of Michael Rawlinson, who was appointed to the
Board on 1 January 2016, all Directors were in office for the duration
of the year under review.
With the exception of Sir Malcolm Field, who will be retiring at the
conclusion of the forthcoming Annual General Meeting (“AGM”), each
of the Directors will be retiring at the AGM and seeking re-election by
shareholders in line with the recommendation of the UK Corporate
Governance Code.
DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE
The Company’s Articles of Association contain a provision whereby
each of the Directors is indemnified by the Company in respect of
liability in relation to: (i) any negligence, default, breach of duty or
breach of trust relating to the Company or any associated company;
(ii) execution of his duties as Director of the Company; and (iii) the
activities of the Company or any associated company as trustee of
an occupational pension scheme. For these purposes, associated
company has the meaning given to it by Section 256 of the Companies
Act 2006.
However, a Director will not be indemnified for any liability incurred
by him to the Company or Group companies; any criminal or
regulatory fines; the costs of defending any criminal proceedings in
which he is convicted; or the costs of defending any civil proceedings
brought by the Company in which judgment is given against him.
The Company has purchased and maintains liability insurance for
its Directors and officers as permitted by law.
POLITICAL AND CHARITABLE DONATIONS
The Company does not make political donations. During the year, the
Group spent c.$597,0001 on social and community welfare activities
surrounding its mining units (2014: $1.94 million).
CORPORATE GOVERNANCE STATEMENT
The requirements for a Corporate Governance Statement are
fulfilled by the Corporate Governance report on pages 28 to 37.
GREENHOUSE GAS EMISSIONS
Disclosures relating to the Group’s greenhouse gas emissions can
be found in the Sustainability report on page 19.
RELATIONSHIP AGREEMENT
Pelham Investment Corporation (the ‘Major Shareholder’), Eduardo
Hochschild (who, together with the Major Shareholder are collectively
referred to as the ‘Controlling Shareholders’) and the Company
entered into a relationship agreement (‘the Relationship Agreement’)
in preparation for the Company’s IPO in 2006 and which was amended
and restated during 2014.
The principal purpose of the Relationship Agreement is to ensure that
the Group is capable of carrying on its business for the benefit of the
shareholders of the Company as a whole, and that transactions and
relationships with the Controlling Shareholders and any of their
1 Figure represents only the portion of administrative expenditure (excluding
corporate support) on social and community welfare activities surrounding the
Company’s operating units. Total social expenditure in 2015 amounted to $3.0
million (2014: $6.7 million).
40
26
Hochschild Mining plc Annual Report 2015
Hochschild Mining plc Annual Report 2015
respective associates including Inversiones ASPI S.A. (the recipient of
the Major Shareholder’s entitlement to new ordinary shares under
the rights issue undertaken in 2015) are at arm’s length and on normal
commercial terms.
Further details of the Relationship Agreement with regard to the
conduct of the Major Shareholder are set out in the Corporate
Governance report on page 29 and, with regard to the right to
appoint Directors to the Board, are set out on page 30.
As required by the FCA Listing Rules, the Directors confirm that,
with respect to the year under review:
(i)
the Company has complied with the independence provisions
included in the Relationship Agreement; and
(ii) so far as the Company is aware:
(a)
(b)
the independence provisions included in the Relationship
Agreement have been complied with by the Controlling
Shareholders or any of their associates; and
the procurement obligation included in the Relationship
Agreement has been complied with by the Controlling
Shareholders.
CONFLICTS OF INTEREST
The Companies Act 2006 allows directors of public companies to
authorise conflicts and potential conflicts of interest of directors where
the Company’s Articles of Association contain a provision to that
effect. Shareholders approved amendments to the Company’s Articles
of Association at the AGM held on 9 May 2008, which included
provisions giving the Directors authority to authorise matters which
may result in the Directors breaching their duty to avoid a conflict
of interest.
The Board has established effective procedures to enable the Directors
to notify the Company of any actual or potential conflict situations and
for those situations to be reviewed and, if appropriate, to be authorised
by the Board, subject to any conditions that may be considered
appropriate. In keeping with the approach agreed by the Board,
Directors’ conflicts were reviewed during the year under review.
Directors of the Company who have an interest in matters under
discussion at Board meetings are required to declare this interest
and to abstain from voting on the relevant matters. Any related party
transactions are approved by a committee of the Board consisting
solely of Independent Directors. In addition, the Directors will be able
to impose limits or conditions when giving any authorisation, if they
think this is appropriate.
POLICY ON FINANCIAL RISK MANAGEMENT
The Company’s objectives and policies on financial risk management
can be found in note 36 to the Consolidated Financial Statements.
Information on the Company’s exposures to foreign currency,
commodity prices, credit, equity, liquidity, interest rate and capital
risks can be found in this note.
GOING CONCERN
The Group’s business activities, together with the factors likely to
affect its future development, performance and position are set out
in the Strategic Report from the Inside Front Cover to page 23. The
financial position of the Group, its cash flows, liquidity position and
borrowings are described in the Financial Review on pages 11 to 15.
In addition, note 36 to the financial statements includes the Group’s
objectives, policies and processes for managing its capital; its financial
risk management objectives; details of its financial instruments and
hedging activities; and its exposure to credit risk and liquidity risk.
As described in the Our Market Overview on page 5, the trading
environment in 2015 continued to be challenging with volatile
precious metal prices which trended lower over the course of the year.
Following the significant reduction in costs resulting from the
Cash Optimisation Plan, the Company retained its focus in 2015
on maintaining a low cost base to counter the impact of further
downturns in precious metal prices. In addition, the Board took
decisive action to minimise the pressure on financial liquidity by the
Governance
successful completion of the $100m rights issue and, to a lesser
extent, the hedging arrangements in respect of 6 million ounces
of silver and 100,000 ounces of gold of 2016 production.
During 2015 and, most recently in the process of considering these
financial statements, the Board has reviewed the actions that could
be pursued as part of a contingency plan in the event that price
conditions deteriorate further.
DISCLAIMER
Neither the Company nor the Directors accept any liability to any
person in relation to this Annual Report except to the extent that
such liability could arise under English law. Accordingly, any liability to
a person who has demonstrated reliance on any untrue or misleading
statement or omission shall be determined in accordance with Section
90A of the Financial Services and Markets Act 2000.
On behalf of the Board
RAJ BHASIN
Company Secretary
8 March 2016
In conclusion, having considered financial forecasts and projections
which take into account (i) possible changes in the price of silver and
gold; (ii) the Group’s expenditure including its capital commitments at
its operations; and (iii) the lower average cost of production and the
dilution of fixed costs brought about by a sustained period of
production at the Inmaculada mine, the Directors have a reasonable
expectation that the Group and the Company have adequate
resources, including access to contingent resources, that would see it
continue in operational existence for the foreseeable future. Thus they
continue to adopt the going concern basis of accounting in preparing
the annual financial statements.
AGM
The tenth AGM of the Company will be held at 8.30 am on 20 May
2016 at the offices of Linklaters LLP. The shareholder circular
incorporating the Notice of AGM will be sent separately to
shareholders or, for those who have elected to receive electronic
communications, will be available for viewing at
www.hochschildmining.com
The shareholder circular contains details of the business to be
considered at the meeting.
AUDITORS
As detailed later in the Audit Committee Report, the Company is
currently undertaking a formal tender for the external audit of the
Group. Further details on the outcome of the tender will be provided in
the documentation for the AGM and, in particular, on the resolution
concerning the appointment of the Auditors.
STATEMENT ON DISCLOSURE OF INFORMATION
TO AUDITORS
Having made enquiries of fellow Directors and of the Company’s
Auditors, each Director confirms that, to the best of his knowledge and
belief, there is no relevant audit information of which the Company’s
Auditors are unaware. Furthermore, each Director has taken all the
steps that he ought to have taken as a Director in order to make
himself aware of any relevant audit information and to establish
that the Company’s Auditors are aware of that information. This
confirmation is given, and should be interpreted, in accordance with
the provisions of Section 418(2) of the Companies Act 2006.
STATEMENT OF DIRECTORS WITH RESPECT TO THE
ANNUAL REPORT AND FINANCIAL STATEMENTS
As required by the UK Corporate Governance Code, the Directors
confirm that they consider that the Annual Report, taken as a whole,
is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Company’s performance,
business model and strategy.
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors confirm that to the best of their knowledge:
the financial statements, prepared in accordance with the applicable
set of accounting standards, 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
the Management Report (which comprises the Strategic report,
this Directors’ Report and the other parts of this Annual Report
incorporated therein by reference) includes a fair review of the
development and performance of the business and the position of
the Company and the undertakings included in the consolidation
taken as a whole, together with a description of the principal risks
and uncertainties that they face.
www.hochschildmining.com
www.hochschildmining.com
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Governance p24-60
CORPORATE GOVERNANCE REPORT
Dear shareholder
As Chairman, it is my key responsibility to ensure that the Board
implements an effective framework of controls and processes that
demonstrate good practice and safeguard shareholders' interests.
These aspects are of crucial importance given the challenges that
we have faced during the ongoing low commodity price environment.
appointment of Michael Rawlinson as an Independent Non-Executive
Director. Michael brings a wealth of sector specific experience to the
Board amassed during his career as a mining analyst and investment
banker. As described later in this report, the Nominations Committee
continues to oversee the process of identifying candidates to succeed
Nigel Moore as Chairman of the Audit Committee, who will also be
retiring from the Board.
Since listing in 2006, the Board has endeavoured to implement
good market practice in terms of the way the Company's governance
structure is designed and managed. As we approach the 10th
anniversary of the listing, the Directors remain resolute in this
commitment. At the beginning of the year, I assumed a non-executive
chairmanship of the Company. As stated at the time, this was not a
signal of any reduced interest in the Group’s activities but a reflection
of a desire to conform to a Board structure that has been proven to
serve shareholders well. The move prompted the Board to review the
division of responsibilities between the CEO and me which, among
other things, now reflects the fact that as well as managing the day-
to-day responsibility for the business, the CEO is charged, with the
support of his executive team, in formulating the Group’s long-term
strategy for approval by the full Board.
With regards to the composition of the Board, our Non-Executive
succession plan was re-initiated during 2015 which, in light of
Sir Malcolm Field’s planned retirement later in the year, led to the
The Board Evaluation process in 2015, overseen by Enrico Bombieri
as the Senior Independent Director, conducted its annual in-depth
review of not only how the way the Board and its Committees have
performed but, in addition, looked at how the key projects during the
year were implemented. The process also adds value to the way the
Board undertakes its role in the form of the Directors’ suggestions on
Board process enhancements and areas of focus for future discussion
with management. Further details on this process can be found on
pages 30 and 31.
If you should have any queries arising from this report, please do not
hesitate to contact me.
EDUARDO HOCHSCHILD
Chairman
8 March 2016
INTRODUCTION
This report, together with the Directors’ remuneration report, describes
how the Company has applied the Main Principles of the UK Corporate
Governance Code (‘the Code’) (2014 edition) in respect of the year
ended 31 December 2015. A copy of the Code is available on the
website of the Financial Reporting Council (‘FRC’) at www.frc.org.uk
Disclosures to be included in the Corporate Governance report
in relation to share structure, shareholder agreements and the
Company’s constitutional provisions pursuant to the Disclosure
and Transparency Rules are provided in the Supplementary
Information section on pages 38 to 40.
STATEMENT OF COMPLIANCE
The Board confirms that, in respect of the year under review, the
Group has complied with the provisions contained in the Code
with the exception that the Company did not fully comply with
the requirement that performance-related incentive schemes
should include arrangements to recover or withhold variable pay
when appropriate to do so (ie clawback or malus). As stated in the
introductory letter to the Directors’ Remuneration Report, the
Company does not operate clawback but does operate a form of
malus in its incentive schemes under which any vested award may
be reduced in the event of failures relating to safety, environment,
community and legal compliance. The Remuneration Committee
has undertaken to review the inclusion of any wider form of malus
and clawback in the current year.
THE BOARD
The Board is responsible for approving the Company’s strategy
and monitoring its implementation, for overseeing the management
of operations and for providing leadership and support to the
senior management team in achieving sustainable added value
for shareholders. It is also responsible for enabling the efficient
operation of the Group by providing adequate financial and
human resources and an appropriate system of financial control
to ensure these resources are fully monitored and utilised.
There is an agreed schedule of matters reserved for the Board which
includes the approval of annual and half-yearly results, the Group’s
strategy, the annual budget and major items of capital expenditure.
Composition
During 2015, the Board comprised the Chairman, the Chief Executive
Officer, and six Non-Executive Directors. Michael Rawlinson was
appointed to the Board as an Independent Non-Executive Director
with effect from 1 January 2016.
Chairman and Chief Executive
The Board is led by the Chairman, Eduardo Hochschild who, as
reported in last year’s Annual Report, assumed a Non-Executive
position with effect from 1 January 2015.
The Board has approved a document which sets out the division
of responsibilities between the Chairman and CEO. This document
was reviewed and amended by the Board during 2015 in light of the
change in Eduardo Hochschild’s role.
The Chairman is responsible for leading the Board of Directors and
ensuring that the Board is enabled to play a full and constructive
part in the development and determination of the Group’s strategy
and overall commercial objectives.
The Chief Executive Officer is responsible for the formulation of the
vision and long-term corporate strategy of the Group, the approval
of which is a matter for the full Board.
The Chief Executive Officer is responsible for leading an executive
team in the day-to-day management of the Group’s business.
Whilst the Chairman is not considered to be independent as the
majority shareholder of the Company, the Directors are satisfied
having specifically considered the matter as part of the Board
evaluation process, that, given the structure of the Board, decisions
can be made without any one Director exercising undue influence.
Additional safeguards come in the form of the Relationship
Agreement originally entered into by Eduardo Hochschild, Pelham
Investment Corporation (‘the Major Shareholder’) and the Company
prior to the IPO in November 2006, which ensured that the Company
and its subsidiaries are capable of carrying on their business
independently of the controlling shareholders at that time and
of their respective associates.
28
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Hochschild Mining plc Annual Report 2015
Hochschild Mining plc Annual Report 2015
Governance
The Relationship Agreement was reviewed by the Board in 2014
following the implementation of new Listing Rules applicable to listed
companies with controlling shareholders (the ‘New Listing Rules’).
As a result, an amended and restated Relationship Agreement was
approved and adopted which, in addition to being the subject of
a general update, incorporates revised independence provisions
reflecting the language of the New Listing Rules.
Under the terms of the agreement, each of Eduardo Hochschild
and the Major Shareholder covenants that:
(i)
all transactions with the Company (and its subsidiaries) will be
conducted at arm’s length and on normal commercial terms;
(ii) neither of them (nor their associates) (the ‘Relevant Parties’)
will take any action that would have the effect of preventing
the Company from complying with its obligations under the
Listing Rules;
(iii) the Relevant Parties will not propose, and neither will they
procure the proposal of, a shareholder resolution intended
or which appears to be intended to circumvent the proper
application of the Listing Rules; and
(iv) the Relevant Parties will not take any action that would preclude
or inhibit any member of the Group from carrying on its business
independently of any of them.
The confirmations required to be given by the Board under the
New Listing Rules can be found in the Directors’ Report on page 26.
Senior Independent Director
Enrico Bombieri is the Senior Independent Director and, as such,
was available in the year under review to act as a sounding board
for the Chairman as necessary.
Although no such meetings were held, Mr Bombieri was available
to meet with major shareholders during the year if their concerns
were not resolved by the executive management team.
Non-Executive Directors
All of the Company’s Non-Executive Directors hold, or have held,
senior positions in the corporate sector and bring their experience
and independent perspective to enhance the Board’s capacity to
help develop proposals on strategy and to oversee and grow the
operations within a sound framework of corporate governance.
Details of the tenure of appointment of Non-Executive Directors
are provided in the Directors’ remuneration report.
Independence of the Non-Executive Directors
The Board considers that all of the Non-Executive Directors are
independent of the Company with the exception of Roberto Dañino
in light of his previous role as an Executive Director and his ongoing
role as Special Adviser to the Chairman and senior management team.
In reaching this conclusion, the Board has taken into account the
fact that Jorge Born, Sir Malcolm Field and Nigel Moore (the “IPO
Non-Executive Directors”) were appointed to the Board in 2006 shortly
before the Company’s IPO and have therefore served as Directors
for more than nine years. This being the case, however, the Board
felt that, with respect to each of the IPO Non-Executive Directors,
his tenure is not considered to be of a nature to materially interfere
with the exercise of his independent judgment.
As previously stated, Sir Malcolm Field will be retiring as a Non-
Executive Director at the conclusion of the forthcoming Annual
General Meeting. Nigel Moore will also be retiring from the Board
but has agreed to continue in his role until a successor to the Chair
of the Audit Committee has been identified and appointed.
Board meetings held in 2015
Six Board meetings were held in 2015 comprising four scheduled
meetings and two ad hoc meetings. The first ad hoc meeting was
convened to consider the alternative financing proposals from
management and the second was called to consider and approve
matters in connection with the rights issue.
Attendance of the Directors at these meetings is summarised in
the following table:
Eduardo Hochschild
Roberto Dañino
Dr Graham Birch
Enrico Bombieri
Jorge Born Jr.
Ignacio Bustamante
Sir Malcolm Field
Nigel Moore
Maximum
possible
attendance
6
6
6
6
6
6
6
6
Actual
attendance
6
51
6
6
52
6
6
6
1 Roberto Dañino was unable to attend the December 2015 Board meeting
due to medical treatment.
2 Jorge Born Jr. was unable to attend the December 2015 Board meeting due
to an unavoidable diary conflict.
Directors usually receive a full pack of papers for consideration at
least five working days in advance of each scheduled Board meeting.
In the event a Director is unable to attend a Board or Committee
meeting, comments are encouraged to be fed back to the Chairman
of the relevant meeting who ensures that the absent Director’s views
are represented.
Senior executives of the organisation are invited to attend Board
meetings and to make presentations on their areas of responsibility.
In addition to the regular updates from across the business, the
principal matters considered by the Board during 2015 were:
Financial
the recommendations of the Audit Committee to adopt the 2014
Annual Report and Accounts and the 2015 Half-Yearly Report
revised financial forecasts reflecting lower precious metal prices
including analysis of compliance with debt covenants
alternative financing options
the rights issue
the 2016 budget
benchmarking of the Group’s projected performance relative
to peers in light of lower precious metal prices
Strategy
the Group’s strategic plan which incorporated a presentation
from a precious metals analyst
hedging strategy
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CORPORATE GOVERNANCE REPORT CONTINUED
Business performance
• detailed updates on the progress of, and subsequent
commencement of production at, the Inmaculada mine.
In addition, the Board reviewed the performance of the EPC
contractor and monitored the status of ongoing discussions
with regards to a number of disputed change orders
• assessment of the level of resources in the Pablo vein located close
to Pallancata as well as more general updates on the exploration
potential at existing operations
• a limited number of earn-in opportunities as future sources
of inorganic growth
Risk
• review of the strategic risks faced by the Group and the
corresponding mitigation plans
Governance
• regular updates from the Company Secretary on relevant
developments in corporate governance including the regulatory
framework governing listed companies
• an update on the implementation of the 2014 Board evaluation
recommendations, the outcome of the 2015 Board evaluation
and the form of the 2016 process
• the annual reviews of Directors’ conflicts of interest and
independence of Non-Executive Directors
• the adoption of updated terms of reference for the Audit Committee
Sustainability
• presentations on the social and political climate in Peru and
Argentina and the potential impact on the Group
• a review of the circumstances leading to a community-led blockade
which temporarily prevented access to the Inmaculada mine and
Selene plant and the implications for the Group’s Community
Relations strategy
• an evaluation of the alternative courses of action with regards
to the closure of the Group’s former Sipan mine
Personnel
• a presentation on the Talent Inventory Review, the Group’s
programme for developing and retaining senior talent
In between Board meetings, Directors are kept informed of latest
developments through monthly management reports on the
Company’s operations, exploration activity and financial situation.
Appointments and re-election of Directors
Board nominations are recommended to the Board by the
Nominations Committee.
The Company adopted the practice of seeking the annual re-election
of Directors in 2011 which it intends to continue even though the
relevant Code provision applies only to constituents of the FTSE 350.
Biographies of the Directors can be found on pages 24 and 25.
Under the terms of the Relationship Agreement, the Major
Shareholder has (i) the right to appoint up to two Non-Executive
Directors to the Board for so long as the Major Shareholder holds an
interest of 30% or more in the Company and (ii) the right to appoint
one Non-Executive Director for so long as it has an interest of 15% or
more in the Company, and in each case to remove any such Director(s)
previously appointed. The Relationship Agreement continues for
so long as the Company’s shares are traded on the London Stock
Exchange or until such times as the Controlling Shareholders
(including Eduardo Hochschild) cease to own or control in aggregate
a minimum of 15% of the issued share capital or voting rights of
the Company.
To date, the Major Shareholder has not exercised this right.
BOARD DEVELOPMENT
It is the responsibility of the Chairman to ensure that the Directors
update their knowledge and their skills and are provided with the
necessary resources to continue to do so. This is achieved through the
various means described as follows.
Induction
New Board appointees are offered the opportunity to meet with
key management personnel and the Company’s principal advisers
as well as undertaking visits to the Group’s operations.
Briefings
The Directors receive regular briefings from the Company Secretary on
their responsibilities as Directors of a UK listed company and on relevant
developments in the area of corporate governance. In addition, the
Directors have ongoing access to the Company’s officers and advisers.
Advice
The Company has procedures by which members of the Board may
take independent professional advice at the Company’s expense in
the furtherance of their duties.
2015 BOARD EVALUATION
• In keeping with past practice, the 2015 Board evaluation process was undertaken through one-to-one interviews conducted by the Senior
Independent Director assisted by the Company Secretary.
• The interviews were structured to seek Directors’ views on a number of subject areas.
The Committees
• Composition and overall workings
• Specific aspects of each Committee’s role and scope of
responsibilities
Specific matters arising during the year
• A review of the Company’s response to the low precious
metal environment
• An evaluation of the planning for, and implementation of,
• The role of the Hedging Committee (which is not a formal
the rights issue
Board Committee)
The Board
• The composition of the Board, focusing on the skills mix after
the planned retirements from the Board
• The effectiveness of the Non-Executive Directors as a
collective group
• The workings of the Board
• Strategic planning and governance
In addition to the above, Directors were requested to provide feedback
on the performance of the Chairman and fellow Board members.
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Hochschild Mining plc Annual Report 2015
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Governance
THE BOARD’S COMMITTEES
The Board has delegated authority to the Audit Committee, Corporate
Social Responsibility Committee, Nominations Committee and
Remuneration Committee. Reports from each of these committees
on their activities during the year appear on the following pages.
Further information on the activities of the CSR Committee and
Remuneration Committee can be found in the Sustainability
Report and Directors’ Remuneration Report respectively.
AUDIT COMMITTEE
Dear Shareholder
I am pleased to introduce the report of the Audit Committee
for 2015.
AREAS OF FOCUS FOR THE YEAR
The year continued to be a difficult one for the sector with ongoing
volatility in precious metal prices which trended lower over the
course of the year. The Committee has therefore focused its efforts
on challenging the effectiveness of internal controls and the
framework of risk management, which are two crucial aspects of
the Committee’s role in preserving shareholder value.
Both the Committee and the Board have also spent a considerable
amount of time analysing the financial liquidity of the Group
caused by pricing pressures, which have been alleviated to a
significant extent by the rights issue concluded in the latter
part of 2015 and also mitigated by the contracts that have been
entered into to mitigate price volatility in order to protect cashflow.
AUDIT TENDER
The UK Corporate Governance Code requires the Company to state
whether it anticipates tendering its external audit. Ernst & Young
LLP were appointed as Auditors in 2006 in preparation for the
Company’s Initial Public Offering and, accordingly, under the
relevant EU regulations and transitional provisions, the Company
is obliged to tender its 2017 external audit.
As a regular point of discussion, the Committee considered the
merits of aligning the timing of the tender with the rotation of the
current audit partner. Following these discussions, it was decided
to proceed with a tender process, which is currently in progress.
I would hasten to add that the decision to tender is one driven
by good practice and should not be taken as a reflection of any
dissatisfaction with Ernst & Young, who have provided a high
quality audit and level of service that both management and the
Committee much appreciate. The Committee anticipates making
a recommendation to the Board in time for the proposed audit
firm to be voted on at the Company’s AGM in May 2016.
NIGEL MOORE
Committee Chairman
Company Secretary
The Company Secretary is appointed and removed by the Board and
is responsible for advising the Board on governance matters and the
provision of administrative and other services to the Board. All the
Directors have access to the Company Secretary.
BOARD EVALUATION
The Board is committed to the process of continuous improvement which
is achieved in particular by the internally led Board evaluation process.
Implementation of 2014 Board evaluation
A number of actions were taken during the year as a consequence of
the findings from the 2014 Board evaluation process. These included:
improving the flow of information between the Remuneration
Committee and the Board;
the re-initiation of the Board’s Non-Executive Succession Plan;
the implementation of practical suggestions to maximise the time
available to the Board to discuss key strategic issues; and
a presentation on the specific contingency actions to be taken
in the event of lower commodity prices.
2015 Board evaluation
Evaluation of the Board and Committees
The findings relating to the evaluation of the Board and the Committees
were considered collectively by the Chairman and Enrico Bombieri as the
Senior Independent Director and the resulting recommendations were
discussed and, where appropriate, approved by the Board.
Evaluation of the Chairman
The findings of the Chairman’s performance evaluation were collated
by Enrico Bombieri and put to the Non-Executive Directors before being
relayed to the Chairman.
Outcome
The principal recommendations arising from the 2015 Board
evaluation process can be summarised as follows:
detailed enhancements to the reporting of Sustainability risks;
the provision of support to the Board Committees following the change
in their membership in light of the appointment of Michael Rawlinson
and the forthcoming retirement of Sir Malcolm Field and, in due course,
of Nigel Moore;
given its increased importance, the formalisation of the Hedging
Committee, which is a non-Board Committee;
future Non-Executive appointments to the Board to take into
account the need for increased gender diversity and an experienced
former mining executive;
continuation of the practice whereby the Non-Executive Directors
meet collectively after each Board meeting with feedback;
suggested areas to be covered in management presentations; and
specific suggestions for the annual strategic planning session
in May 2016.
External Board evaluation
The Directors consider that the annual internally led evaluation
process has resulted in many enhancements to the way the Board and
its Committees discharge their responsibilities. Given the extent of the
steps taken by management during the year to mitigate the impact
of falling precious metal prices and the fact that the recommendation
of the Code to undertake a third-party led evaluation applies only to
FTSE 350 companies, the Board will continue to monitor the need for
such an evaluation for implementation at the appropriate time.
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CORPORATE GOVERNANCE REPORT CONTINUED
Members*
Nigel Moore
(Non-Executive Director
and Committee Chairman)
Dr Graham Birch
(Non-Executive Director)
Enrico Bombieri
(Non-Executive Director)
Sir Malcolm Field
(Non-Executive Director)
Maximum
possible
attendance
Actual
attendance
4
4
4
4
4
4
4
4
* during the year ended 31 December 2015.
There were four meetings of the Audit Committee during the year.
Key roles and responsibilities
To monitor the integrity of the Company’s financial statements
To monitor the effectiveness of the Company’s internal controls and
risk management systems
To review, on behalf of the Board, the Company’s procedures for
detecting fraud and the Company’s systems and controls for the
prevention of bribery, and to receive reports on non-compliance
Oversight of the Internal Audit function and review of its annual
work plan
To oversee the relationship with the Company’s external Auditors
To review the effectiveness of the external audit process
To report to shareholders annually on the Committee’s activities
including details of the significant audit issues encountered during
the year and how they have been addressed
Membership
The Audit Committee is chaired by Nigel Moore, who has extensive
and substantial financial experience gained in his previous role as a
partner with Ernst & Young between 1973 and 2003 where he was
responsible for services to a number of significant companies,
including audit responsibilities. In addition, Nigel has been Audit
Committee Chairman for a number of other listed companies for
the last 10 years.
All Committee members who served during the year under review are
considered to be independent Directors. Their biographical details can
be found on pages 24 and 25.
Following a review of the composition of the Board Committees at the
end of the year, Graham Birch, Enrico Bombieri and Sir Malcolm Field
stepped down as members of the Audit Committee and Michael
Rawlinson was appointed as a member, effective 1 January 2016.
Attendees
The lead partner of the external Auditors, Ernst & Young LLP, the
Chairman of the Company, the Chief Executive Officer, the Chief
Financial Officer and the Head of Internal Audit attend each Audit
Committee meeting by invitation.
The Company Secretary acts as Secretary to the Committee.
Activity during the year
The following matters featured amongst those considered by
the Committee during the year:
Financial reporting – The 2014 Annual Report and Accounts and
the 2015 Half-Yearly Report were reviewed by the Committee
before recommending that they be adopted by the Board. In its
review of these financial reports, the Audit Committee reviewed
accounting policies, estimates and judgements applied in preparing
the relevant statements and the transparency and clarity of
disclosures contained within them.
Review of audit plans – In line with its usual practice, the
Committee considered reports from the external Auditors on
the scope and structure of the review of the half-yearly results
and audit of the annual results.
Risk management – Consideration and challenge of risk
management assessments which incorporate a risk matrix
detailing (i) the most significant risks facing the Group; (ii) an
evaluation reflecting the likelihood of the occurrence of the risk
and the extent of the potential impact on the Group, and (iii)
commentary on the steps taken to manage each specific risk.
See pages 20 to 23 for a description of the principal risks and
uncertainties faced by the Group during the year.
Internal audit – The Audit Committee continued to oversee and
challenge the Group’s adoption of a risk-based approach to internal
audit. The Audit Committee Chairman receives a report from the
Head of the Internal Audit every three months which sets out
specific areas covered, improvements being recommended and
introduced and proposals for the programme over the following
three months. The CEO and CFO also receive copies of this report
and robustly support the activities of the Internal Audit function.
Internal control – Through the processes described on the following
page, the Audit Committee reviewed the adequacy of the Group’s
internal control environment and risk management systems.
Whistleblowing – The Audit Committee reviewed the adequacy
of the Group’s Whistleblowing Policy, taking into account the
reports received through the various online and offline channels
established by the Group.
Fraud and bribery – The Audit Committee continued to review
and challenge the actions taken by management to promote
ethical and transparent working practices.
External audit – The Audit Committee considered the
reappointment of the Company’s external Auditors before making
a recommendation to the Board that a resolution seeking their
reappointment be put to shareholders. The Audit Committee
oversees the relationship with the external Auditors and, as part
of this responsibility, the Audit Committee reviewed the findings
of the external Auditors and management letters, and reviewed and
agreed audit fees. The Audit Committee evaluates the Auditors’
performance each year taking into account written feedback
prepared by the CFO, the Group Financial Controller and relevant
finance managers from the operations. The issues raised are
considered in detail at the Audit Committee meeting held mid-year
which result in an action plan the execution of which is assessed
in the following year’s auditor evaluation.
Governance – The Audit Committee received presentations from
the Auditors and the Company Secretary on regulatory and other
developments impacting the Committee’s role, such as the Viability
Statement and the requirements on audit tendering. In addition,
the Committee reviewed its terms of reference during the year,
which were revised to take into account good market practice.
Committee objectives – The Audit Committee has continued its
initiative of setting specific objectives for itself and management
with a view to ensuring the diligent fulfillment of its responsibilities.
The objectives for 2015 resulted in:
more detailed reporting on the Internal Audit function’s testing
of the control environment for weaknesses resulting from the
Cash Optimisation Plan (the Group’s cost-reduction programme);
closer interaction with the external Auditors to ensure the
continued efficient conduct of the annual audit and half-yearly
review; and
monitoring, in conjunction with the CFO, of the resourcing of
the Central Finance team to ensure that the robustness of the
financial reporting process is maintained.
During the year, the Committee members held meetings with the
external Auditors without executive management to discuss matters
relating to the 2014 annual audit and the 2015 half-yearly report.
There were no matters of significance to report from these meetings.
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Governance
SIGNIFICANT AUDIT ISSUES
As recommended by the Code, the following is a summary of the
significant issues considered by the Committee in relation to the 2015
financial statements and how these issues have been addressed.
Impairments
This continued to be the singularly most significant audit issue in
2015 given the decline in and volatility of precious metal prices.
The Audit Committee assessed management’s analysis of the
recoverable value of each of the Group’s cash-generating units
(‘CGUs’) by:
reviewing the methodology applied in preparing the recoverable
value models;
considering the Auditors’ opinion on the models’ appropriateness;
taking into account the sensitivity analyses on significant
inputs; and
challenging the appropriateness of key assumptions.
In light of these assessments, the Audit Committee agreed with
management’s conclusion that impairments be recorded with respect
to the Arcata and Pallancata operating units, the Volcan and Azuca
projects and San Felipe and that all impairment-related disclosures
made in the Group financial statements are complete, sufficient,
and appropriate.
Hedging Contracts
The Committee considered periodic reports from the CFO and the
Group Finance team on the financial treatment of the contracts
intended to hedge the Group against commodity price volatility
risk (“Hedging Contracts”).
In addition, the Committee considered the work undertaken by
the Auditors including:
confirmation from the firm’s derivatives experts on, among other
things, the effectiveness calculations for each arrangement;
review of the calculation of the realised gain on the Hedging
Contracts that were fully settled in 2015 and recognised within
revenue for the year;
review of the fair value calculation in respect of the unsettled
Hedging Contracts and the corresponding unrealised gain
recognised within other comprehensive income; and
consideration of the disclosures in the Group financial statements
in respect of the significant hedging arrangements entered into
after the year-end.
The Audit Committee has concluded that the accounting for the
Hedging Contracts is in accordance with relevant standards, that
management estimates were appropriate, and that the contracts
have been correctly reflected in the financial statements which
contain all necessary disclosures.
Revenue Recognition
The Audit Committee has reviewed management’s approach to
accounting for revenue and considered the Auditors’ procedures
which focused on:
Adequacy of Tax Provisions
The Audit Committee considered the potential fines or losses that
the Group may be subject to in light of open tax reviews and the
uncertainty with respect to the quantum and timing of these liabilities.
testing the key controls around the revenue recognition process
to confirm that they are designed and operating effectively,
supporting the prevention and detection of material errors in
the reported revenue figures;
the timing of sales; and
the appropriate treatment of provisional pricing.
As a result of the procedures performed, the Audit Committee has
been able to conclude that revenue has been recognised in accordance
with accounting standards and the calculation of any provisional
pricing adjustments has been performed in accordance with the
Group’s accounting policies.
Going Concern Assessment
Due to the pressure on financial liquidity from the low and increasingly
volatile commodity prices, the Board and the Committee (under its
delegated authority) regularly considered the resources available
to the Group and thereby its ongoing status as a going concern.
Even though the Group’s potential future funding needs were
alleviated by the rights issue in the fourth quarter of 2015, the Board
has considered cash flow forecasts, undertaken sensitivity analysis
of the key assumptions and tested forecast covenant compliance.
The Audit Committee considered the processes undertaken by
the auditors to obtain reassurance that supports the continued
application of the going concern methodology which included (a) the
testing of key assumptions, (b) the appropriateness of stress testing
and (c) the review of contractual and lending arrangements.
In conclusion, the Committee is content that the financial statements
are in accordance with relevant accounting standards and guidance.
Please refer to the Directors’ Report on page 26 for its confirmation
to shareholders on the appropriateness of the Going Concern
assumption and the Risk Management section of the Directors’
approach to the longer term Viability Statement.
The Audit Committee considered management’s assessment of these
potential exposures and the work of the external Auditors which
focused on:
corroborating management’s assessments;
changes to those assessments relative to prior years
and the appropriate treatment in light thereof; and
the views of external counsel in support of
management’s assessment.
In conclusion and having had regard to management’s assessment,
the Committee agrees with the treatment and disclosure of the
potential liabilities identified.
Mine Rehabilitation Provisions
The Audit Committee considered the judgment exercised by
management in assessing the amounts required to be paid by
the Company to rehabilitate the Group’s mines.
In its assessment of management’s analysis, the Audit Committee
took into account:
the basis of management’s estimation of future rehabilitation costs;
the discount rate applied by management;
significant changes in estimates and the basis and level of new
costs; and
the accounting for the changes in the provisions.
The Audit Committee concluded that the provision is appropriate.
Auditor independence
The Audit Committee continues to oversee the implementation
of specific policies designed to safeguard the independence and
objectivity of the Auditors, which includes the Group’s policy on
the provision of non-audit services.
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Board’s assessment
Risk Management
Throughout the year, the Board considered its risk appetite which was
considered to be appropriate. The Board confirms that its assessment
of the principal risks facing the Company, including those that would
threaten its business model, future performance, solvency or liquidity,
and which are set out in the Risk Management & Viability section,
was robust.
Internal Control
As detailed above, the Board, through the delegated authority granted
to the Audit Committee, monitors the ongoing process by which
critical risks to the business are identified, evaluated and managed.
This process is consistent with the FRC’s ‘Guidance on Risk
Management, Internal Control and Related Financial and Business
Reporting’ published in 2014.
The Directors confirm that, with the support of the Audit Committee,
the effectiveness of the Company’s system of risk management and
internal controls has been reviewed during the year under review.
These covered material controls, which included controls covering
operational, financial and compliance matters. The controls operated
during the financial year, although as is the case for many large
companies, some additional controls were implemented or further
strengthened during the year. The Audit Committee was made
aware of the control changes and there was no significant impact
on financial results. The Directors confirm that no significant failings
or weaknesses were identified as a result of the review of the
effectiveness of the Group’s system of internal control.
CORPORATE GOVERNANCE REPORT CONTINUED
Policy on the use of Auditors for non-audit services
This policy lists those non-audit services that the external Auditors
may provide (in the absence of any threat to their independence)
which include support in relation to M&A, and joint ventures and
tax advisory services which are not incompatible with the Auditors’
statutory responsibilities. The policy also sets out those services which
the Auditors are prohibited from rendering (and where it is not in the
best interests of the Group for the work to be undertaken by the
external Auditors). Such services include management of, or
significant involvement in, internal audit services, advice to
the Remuneration Committee and valuation services.
Safeguards
Additional safeguards to ensure auditor objectivity and
independence include:
any permitted assignment over $100,000 may only be awarded
after competitive tender;
six-monthly reports to the Audit Committee from the Auditors
analysing the fees for non-audit services rendered; and
an annual assessment, by the Audit Committee, of the Auditors’
objectivity and independence in light of all relationships between
the Company and the audit firm.
2015 Audit and non-audit fees
Details of fees paid to the external Auditors are provided in note 31
to the Consolidated Financial Statements.
INTERNAL CONTROL AND RISK MANAGEMENT
Whilst the Board has overall responsibility for the Group’s system
of internal control including risk management and for reviewing its
effectiveness, responsibility for the periodic review of the effectiveness
of these controls has been delegated to the Audit Committee.
Notwithstanding this delegation of authority, the Board continues
to monitor the strategic risks to which the Company is exposed in
the context of a risk appetite that is under continuous review.
Internal controls are managed by the use of formal procedures
designed to highlight financial, operational, environmental and
social risks and provide appropriate information to the Board
enabling it to protect effectively the Company’s assets and, in
turn, maintain shareholder value.
The process used by the Audit Committee to assess the effectiveness
of risk management and internal control systems comprises:
reports from the Head of the Internal Audit function;
reviews of accounting and financial reporting processes together
with the internal control environment at Group level. This involves
the monitoring of performance and the taking of relevant action
through the monthly review of key performance indicators and,
where required, the production of revised forecasts. The Group
has adopted a standard accounting manual to be followed by
all finance teams, which is continually updated to ensure the
consistent recognition and treatment of transactions and
production of the consolidated financial statements;
review of budgets and reporting against budgets; and
consideration of progress against strategic objectives.
The system of internal control is designed to manage rather than
eliminate the risk of failure to achieve business objectives and it
must be recognised that such a system can only provide reasonable
and not absolute assurance against material misstatement or loss.
Audit Committee’s assessment
Based on its review of the process, the Audit Committee is reasonably
satisfied that the internal controls are in place at the operational level
within the Group.
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Governance
NOMINATIONS COMMITTEE
Dear Shareholder
One of the key responsibilities of the Nominations Committee is
to oversee the Board’s succession planning requirements including
the identification and assessment of potential Board candidates
and making recommendations to the Board for approval. After the
decision was taken to suspend our Non-Executive succession plan
in 2014, we were able to make progress in 2015 with the search
of candidates in anticipation of the planned retirements from the
Board. Allied with this, the Committee undertook a review of the
composition of the Board Committees to ensure a seamless
transition given the forthcoming changes to the Board and to
ensure a fresh approach to their roles.
In addition, the Committee maintained its focus on the
development of the Directors’ knowledge through the provision
of briefings on various topics of relevance, including the outlook
for the commodity markets and changes to law and regulation
affecting Directors’ duties.
EDUARDO HOCHSCHILD
Committee Chairman
Members*
Eduardo Hochschild
(Committee Chairman)
Enrico Bombieri
(Non-Executive Director)
Jorge Born
(Non-Executive Director)
Sir Malcolm Field
(Non-Executive Director)
Maximum
possible
attendance
Actual
attendance
4
4
4
4
4
4
31
4
* during the year ended 31 December 2015.
1 Jorge Born was unable to attend the December Committee meeting due to
an unavoidable diary conflict.
Key roles and responsibilities
Identify and nominate candidates for Board approval
Make recommendations to the Board on composition and balance
Oversee the succession planning of Board and senior
management positions
Review the Directors’ external interests with regards to
actual, perceived or potential conflicts of interest
Membership
There were no changes to the membership of the Committee during
2015. Sir Malcolm Field stepped down as a member of the Committee
with effect from 1 January 2016.
The Company Secretary acts as Secretary to the Committee.
Activity during the year
The principal matters considered during the year were:
oversight of the selection of candidates to succeed Sir Malcolm Field
and Nigel Moore in anticipation of their retirement from the Board;
the format of the 2015 Board evaluation process. As explained
earlier in this report, it has been decided, given the focus on cost
control across the Group and that the requirement to undertake
a periodic external evaluation applies only to FTSE 350 companies,
that the Board does not intend to undertake such an evaluation
in the foreseeable future; and
the findings of the 2015 Board evaluation process (see earlier
section of the Corporate Governance report on Board development);
the procedures to be implemented to manage any conflicts of
interest that may arise from Michael Rawlinson’s appointment
as a Non-Executive Director and his employment with Barclays
Investment Bank as Global Co-Head of Mining.
Appointments to the Board
In seeking candidates for appointment to the Board, regard is
given to relevant experience and the skills required to complete the
composition of a balanced Board, taking into account the challenges
and opportunities facing the Company.
Michael Rawlinson was known to Board members in light of his
considerable experience in the mining sector and therefore neither
search consultants nor open advertising were used in connection
with his appointment.
The benefits of Board diversity, including gender diversity, to Board
effectiveness are acknowledged by the Directors who note that the
current Board composition is reflective of a cultural diversity that
is relevant to the Group’s business. Whilst decisions on Board
appointments will ultimately continue to be taken on merit, the
Committee acknowledges that its Non-Executive Succession Plan
presents an opportunity to increase the gender diversity of the Board.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Dear Shareholder
2015 represents the second consecutive year in which we have
achieved our ongoing objective of zero fatalities and significant
headway with improving safety overall, with an almost 40%
reduction in the accident frequency index and a 25% reduction
in the severity of accidents.
Our focus on our environmental credentials translated during the year
into the actions taken to embed an environmentally-conscious culture
at Hochschild. These are already bringing tangible results, as shown by
the impressive statistical data highlighting our efficient management
of water and other resources.
Despite the challenging trading conditions, we remain committed
to our responsibilities to our local communities, and details of the
work we have done during the year in the core areas of education,
health and economic development as well as the matters
mentioned above can be found in the Sustainability Report
on pages 16 to 19.
ROBERTO DAÑINO
Committee Chairman
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Governance p24-60
CORPORATE GOVERNANCE REPORT CONTINUED
Members*
Roberto Dañino
(Committee Chairman)
Dr Graham Birch
(Non-Executive Director)
Enrico Bombieri
(Non-Executive Director)
Ignacio Bustamante
(Chief Executive Officer)
Maximum
possible
attendance
Actual
attendance
4
4
4
4
31
4
4
4
Members*
Jorge Born Jr.
(Committee Chairman)
Sir Malcolm Field
(Non-Executive Director)
Nigel Moore
(Non-Executive Director)
Maximum
possible
attendance
Actual
attendance
5
5
5
41
5
5
* during the year ended 31 December 2015
1 Jorge Born was unable to attend the December Committee meeting due to an
* during the year ended 31 December 2015.
unavoidable diary conflict
1 Roberto Dañino was unable to attend the December Committee meeting
due to medical treatment
Key roles and responsibilities
Evaluate the effectiveness of the Group’s policies for identifying
and managing health, safety and environmental risks within the
Group’s operations
Assess the performance of the Group with regard to the impact
of health, safety, environmental and community relations decisions
and actions upon employees, communities and other third parties.
It also assesses the impact of such decisions and actions on the
reputation of the Group
Evaluate and oversee, on behalf of the Board, the quality and
integrity of any reporting to external stakeholders concerning
health, safety, environmental and community relations issues
Membership
There were no changes to the membership of the Committee during
2015. Enrico Bombieri stepped down as a member of the Committee
and Michael Rawlinson was appointed as a Committee member with
effect from 1 January 2016.
The Vice President of Operations and the Vice President of Legal and
Corporate Affairs attended each CSR Committee meeting by invitation.
The Company Secretary acts as Secretary to the Committee.
Activity during the year
Details relating to the CSR Committee and the Group’s activities in
this area are set out in the Sustainability report on pages 16 to 19.
REMUNERATION COMMITTEE
Dear Shareholder
Following my appointment as Remuneration Committee
Chairman at the beginning of 2016, I am pleased to be able to
contribute to the critical role of retaining and motivating senior
executives by implementing a policy on executive remuneration
that is aligned with the successful achievement of the Group’s
strategic objectives and, ultimately, shareholders’ interests.
Operating in a sector which could potentially impact many
stakeholders, it is key that management rewards also reflect
our commitment as a responsible operator. Further details on
the Company’s remuneration policy and the Committee’s work
in 2015 can be found in the Directors’ remuneration report from
page 41.
ENRICO BOMBIERI
Committee Chairman
Key roles and responsibilities
Determine and agree with the Board the broad policy for the
remuneration of the Executive Directors, other members of senior
management and the Company Secretary, as well as their specific
remuneration packages
Regularly review the ongoing appropriateness and relevance of the
remuneration policy
Approve the design of, and determine targets for, any performance
related pay schemes operated by the Company and approve the total
annual payments made under such schemes
Ensure that contractual terms on termination, and any payments
made, are fair to the individual and the Company, that failure is not
rewarded, and that the duty to mitigate loss is fully recognised
Review and note annually the remuneration trends across the
Company or Group
Membership
There were no changes to the membership of the Committee
during 2015. With effect from 1 January 2016, Jorge Born Jr. and
Nigel Moore stepped down from the Committee and Enrico Bombieri
and Graham Birch were appointed Committee Chairman and
Committee member respectively. The Company Secretary acts
as Secretary to the Committee.
Members of senior management attend meetings at the invitation
of the Committee. During the year, such members included the
Chairman, the Chief Executive Officer and the Vice President of
Human Resources. No Director or senior executive is present at
meetings when his own remuneration arrangements are considered
by the Committee.
Activity during the year
Details of the Remuneration Committee’s activities during the year
are provided in the Directors’ remuneration report on page 47.
SHAREHOLDER RELATIONS
Overview
The Company is fully committed to achieving an excellent relationship
with shareholders.
Responsibility for communications with shareholders on strategy
and business performance rests with the Chief Executive Officer,
the Chief Financial Officer and the Head of Investor Relations.
Communications with shareholders with respect to the administration
of shareholdings and matters of governance are co-ordinated by the
Company Secretary.
36
Hochschild Mining plc Annual Report 2015
www.hochschildmining.com
50
Governance
Shareholder contact in 2015
The following table summarises the principal means by which
management communicated with investors during the year:
Date
Event
January, April,
July, October
Conference calls following the Quarterly
Production Reports
February
March
May
August
September
December
BMO Global Metals & Mining Conference
2014 Annual Results presentation
UK Roadshow
BoA Merrill Lynch Global Metals, Mining and Steel
Conference
Annual General Meeting
2015 Half-Yearly Results presentation
UK Roadshow
Denver Gold Forum
Meetings with significant shareholders in
connection with the rights issue
An extensive Investor Relations schedule resulted in management
holding over 50 investor meetings during the year.
Principal Shareholder Contacts
The Chairman, Deputy Chairman, Chief Executive Officer and the
Chief Financial Officer are available to discuss the concerns of major
shareholders. Alternatively, shareholders may discuss any matters
of concern with the Company’s Senior Independent Director.
The Chief Executive Officer is responsible for discussing strategy with
the Company’s shareholders and conveying their views to the other
members of the Board.
Other than through direct contact as detailed in the table above,
Directors are kept informed of major shareholders’ views through copies
of (i) relevant analysts’ and brokers’ briefings, (ii) voting recommendation
reports issued by institutional investor agencies, and (iii) significant
correspondence from shareholders with respect to the business to
be put to shareholder vote at General Meetings.
2015 AGM
Notice of the 2015 AGM was circulated to all shareholders at least
20 working days prior to the meeting. Each of the Chairmen of the
Board Committees was available at the AGM to answer questions.
A poll vote was taken on each of the resolutions put to shareholders
with results announced shortly after the meeting and published on
the Company’s website.
Further information on matters of particular interest to investors is
available on the inside back cover and on the Company’s website at
www.hochschildmining.com
www.hochschildmining.com
www.hochschildmining.com
37
51
Governance p24-60
SUPPLEMENTARY INFORMATION
INTRODUCTION
References in this section to ‘the Articles’ are to the Company’s Articles
of Association as at the date of this report, copies of which are
available from the Registrar of Companies or on request from the
Company Secretary.
References in this section to ‘the Companies Act’ are to the Companies
Act 2006.
SHARE CAPITAL
Issued share capital
The issued share capital of the Company as at 1 January 2015 was
367,101,352 ordinary shares of 25 pence each (‘shares’). During 2015,
a total of an additional 138,470,153 shares were issued as detailed in
the following table:
Reason for Share Issue
Number shares
issued
Vesting of awards under the Deferred Bonus Plan
587,015
Rights issue
137,883,138
The Hochschild Mining Employee Share Trust (‘the Trust’) is an
employee share trust established to hold shares on trust for the
benefit of employees within the Group.
The Trustee of the Trust has absolute discretion to vote or abstain
from voting in relation to the shares held by it from time to time and
in doing so may take into account the interests of current and future
beneficiaries and other considerations.
Substantial shareholdings
As at 31 December 2015, the Company had been notified of the
following interests in the Company’s shares in accordance with
Chapter 5 of the Financial Conduct Authority’s Disclosure Rules
and Transparency Rules:
Number of
ordinary shares
274,065,3731
Percentage
of voting
rights
(indirect)
Percentage
of voting
rights
(direct)
–
54.21%
78,975,650
10.06%
5.53%
18,483,256
2.01%
1.65%
Eduardo Hochschild
M&G Investment
Management Ltd.
Standard Life
Investments
(Holdings) Limited
1 The shareholding of Mr Eduardo Hochschild is held through Pelham
Investment Corporation (199,320,272 ordinary shares) and ASPI Inversiones
S.A. (74,745,101 ordinary shares).
The Company has been notified of the following changes in the
above interests as at 8 March 2016.
Number of
ordinary shares
Percentage
of voting
rights
(indirect)
Percentage
of voting
rights
(direct)
Standard Life
Investments
(Holdings) Limited
24,071,857
4.76%
1.65%
Current share repurchase authority
The Company obtained shareholder approval at the AGM held
in May 2015 for the repurchase of up to 36,768,836 shares which
represented, at that time, 10% of the Company’s issued share capital
(‘the 2015 Authority’). Whilst no purchases have been made by
the Company pursuant to the 2015 Authority, it is intended that
shareholder consent will be sought on similar terms at this year’s
AGM when the 2015 Authority expires.
Additional share capital information
This section provides additional information as at 31 December 2015.
(a) Structure of share capital
The Company has a single class of share capital which is divided
into ordinary shares of 25 pence each, which are in registered form.
Further information on the Company’s share capital is provided
in note 27 to the Consolidated Financial Statements.
(b) Rights and obligations attaching to shares
The rights attaching to the ordinary shares are described in full in
the Articles.
In summary, on a show of hands and on a poll at a general meeting
or class meeting, every member present in person or, subject to the
below, by proxy has one vote for every ordinary share held. However,
in the case of a vote on a show of hands, where a proxy has been
appointed by more than one member, the proxy has one vote for
and one vote against if the proxy has been instructed by one or more
members to vote for the resolution and by one or more members
to vote against the resolution.
Members are entitled to appoint a proxy to exercise all or any of their
rights to attend and to speak and vote on their behalf at a general
meeting or class meeting. A member that is a corporation is entitled
to appoint more than one individual to act on its behalf at a general
meeting or class meetings as a corporate representative.
(c) Transfer of shares
The relevant provisions of the Articles state that:
registration of a transfer of an uncertificated share may be refused
in the circumstances set out in the CREST Regulations 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;
the Directors may, in their absolute discretion, decline to register
any transfer of any share which is not a fully paid share. The
Directors may also decline to recognise any instrument of transfer
relating to a certificated share unless the instrument of transfer:
(i) is duly stamped (if required) and is accompanied by the relevant
share certificate(s) and such other evidence of the right to transfer
as the Directors may reasonably require; and (ii) is in respect of only
one class of share. The Directors may, in their absolute discretion,
refuse to register a transfer if it is in favour of more than four
persons jointly; and
the Directors may decline to register a transfer of any of the
Company’s shares by a person with a 0.25% interest, if such a
person has been served with a notice under the Companies Act
after failure to provide the Company with information concerning
interests in those shares required to be provided under the
Companies Act.
(d) Restrictions on voting
No member shall be entitled to vote at any general meeting or class
meeting in respect of any shares held by him or her, if any call or other
sum then payable by him or her in respect of that share remains
unpaid. Currently, all issued shares are fully paid.
In addition, no member shall be entitled to vote if he or she failed
to provide the Company with information concerning interests in
those shares required to be provided under the Companies Act.
(e) Deadlines for voting rights
Votes are exercisable at the general meeting of the Company in
respect of which the business being voted upon is being heard.
Votes may be exercised in person, by proxy or, in relation to corporate
members, by a corporate representative. Under the Articles, the
deadline for delivering proxy forms cannot be earlier than 48 hours
(excluding non-working days) before the meeting for which the proxy
is being appointed.
52
38
Hochschild Mining plc Annual Report 2015
Hochschild Mining plc Annual Report 2015
Governance
SHAREHOLDER AGREEMENTS
The Relationship Agreement entered into prior to the IPO between,
amongst others, the Major Shareholder (as defined in the Relationship
Agreement) and Eduardo Hochschild (collectively ‘the Controlling
Shareholders’) and the Company:
contains provisions restricting the Controlling Shareholders’ rights
to exercise their voting rights to procure an amendment to the
Articles that would be inconsistent with the Relationship
Agreement; and
contains an undertaking by the Controlling Shareholders that they
will, and will procure that their Associates will, abstain from voting
on any resolution to approve a transaction with a related party
(as defined in the FCA Listing Rules) involving the Controlling
Shareholders or their Associates.
SIGNIFICANT AGREEMENTS
A change of control of the Company following a takeover bid may
cause a number of agreements to which the Company, or any of its
trading subsidiaries, is party to take effect, alter or terminate. Such
agreements include commercial trading contracts, joint venture
agreements and financing arrangements. Further details are given
below of those arrangements where the impact may be considered
to be significant in the context of the Group.
(a) $350m 7.75% Senior Notes
Under the terms and conditions of the $350 million 7.75% Senior
Notes due 2021, upon the occurrence of a change of control followed
by a ratings downgrade which results in a change of control
repurchase event (as defined in the indenture), the Company may
be required by each holder of the notes to offer to purchase the notes
at a price equal to 101% of the principal amount of the notes, plus
accrued and unpaid interest and additional amounts, if any, to the
purchase date.
In summary, a Change of Control means the occurrence of one
or more of the following events: (1) the disposition (other than
by way of merger or consolidation) of all or substantially all of the
assets of the Company and its subsidiaries taken as a whole to any
person other than (i) to the Company or one of its subsidiaries or
(ii) to a Permitted Holder (being Eduardo Hochschild or a permitted
transferee); (2) the consummation of any transaction (including
any merger or consolidation) the result of which is that (i) any person
other than a Permitted Holder becomes the ‘beneficial owner’ of more
than 50% of the Company’s outstanding Voting Stock (as defined) or
(ii) the Permitted Holders cease to be the beneficial owners, directly or
indirectly, of at least a majority of the outstanding Voting Stock of the
Company; (3) the Company consolidates with, or merges with or into,
any person, or any person consolidates with, or merges with or into,
the Company, in any such event pursuant to a transaction in which any
of the outstanding Voting Stock of the Company or such other person
is converted into or exchanged for cash, securities or other property,
other than any such transaction where the shares of the Voting Stock
of the Company outstanding immediately prior to such transaction
constitute, or are converted into or exchanged for, a majority of the
Voting Stock of the surviving person immediately after giving effect
to such transaction; (4) the first day on which the majority of the
members of the Board of Directors of the Company cease to be
Continuing Directors (as defined); (5) the Company shall for any
reason cease to be the beneficial owner (as defined) of 100% of the
Voting Stock of Compañía Minera Ares S.A.C.; or (6) the adoption of
a plan relating to the liquidation or dissolution of Compañía Minera
Ares S.A.C.
(b) $100m Credit Agreement
Under the terms and conditions of the $100 million Credit and
Guaranty Agreement between, amongst others, the Group and
Scotiabank Peru S.A.A, a Change of Control constitutes an Event
of Default (as defined in the agreement) as a result of which (i) the
Administrative Agent may, with the consent of the Required Lenders;
or (ii) the Administrative Agent shall, at the request of the Required
Lenders, declare all or a portion of the Commitments terminated
and/or the Loans hereunder (with accrued interest thereon) and all
other amounts owing under this Agreement to be due and payable
forthwith, whereupon the same shall immediately become due
and payable.
In summary, a Change of Control means an event or series of events
by which: (a) the Permitted Holders (being Eduardo Hochschild, his
descendants or investment vehicle for the primary benefit of any of
them) shall for any reason cease, individually or in the aggregate, to
be the “beneficial owners” (as defined in Rules 13d-3 and 13d-5 under
the Securities Exchange Act of 1934), directly or indirectly, of more
than 50% of the Equity Interests in the Company; or (b) the Permitted
Holders shall for any reason cease, individually or in the aggregate,
to have the power to appoint at least a majority of the members
of the board of directors or other equivalent governing body of the
Company; or (c) the Permitted Holders shall for any reason cease,
individually or in the aggregate, to Control the Company (through
the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of the Company, whether
through the ability to exercise voting power, by contract or otherwise);
or (d) the Company shall for any reason cease, directly or through one
or more of its Subsidiaries, to be the “beneficial owner” (as so defined)
of 100% of the Equity Interests in Compañía Minera Ares S.A.C. or
Hochschild Mining (Argentina) Corporation S.A.; or (e) the Company shall
for any reason cease, directly or indirectly, to Control Compañía Minera
Ares S.A.C. or Hochschild Mining (Argentina) Corporation S.A.
(c) Long Term Incentive Plans
Awards made under the Group’s Long Term Incentive Plan and
Enhanced Long Term Incentive Plan shall, upon a change of control of
the Company, vest early unless a replacement award is made. Vesting
will be prorated to take account of the proportion of the period from
the award date to the normal vesting date falling prior to the change
of control and the extent to which performance conditions (and any
other conditions) applying to the award have been met.
(d) Derivative Instruments
Certain arrangements in respect of derivative instruments entered into
by the Group would terminate on the occurrence of a change of control,
thereby triggering an event of default vis-á-vis the counterparty.
ADDITIONAL DISCLOSURES
Disclosure table pursuant to Listing Rule 9.8.4C R
For the purposes of LR 9.8.4C R, the information required to be
disclosed by LR 9.8.4 R can be found in the following parts of this
Annual Report:
Section Subject Matter
(1)
Interest capitalised
Location
Note 16 to the
consolidated
financial statements
Not applicable
(2)
(4)
(5)
(6)
(7)
(8)
(9)
Publication of unaudited financial
information
Details of specified long-term
incentive scheme
None
Waiver of emoluments by
a director
Waiver of future emoluments
by a director
Directors’
remuneration report
As (5) above
Non pre-emptive issues of equity
for cash
Item (7) in relation to major
subsidiary undertakings
None
None
Parent participation in a placing by a
listed subsidiary
None
(10)(a)
Contract of significance in which
director is interested
(10)(b)
Contract of significance with
controlling shareholder
None
None
(11)
(12)
(13)
(14)
Provision of services by a controlling
shareholder
None
Shareholder waivers of dividends
Directors’ report
Shareholder waivers of future dividends Directors’ report
Agreement with controlling shareholder Directors’ report
www.hochschildmining.com
www.hochschildmining.com
53
39
Governance p24-60
SUPPLEMENTARY INFORMATION CONTINUED
SUMMARY OF CONSTITUTIONAL AND OTHER PROVISIONS
Appointment of Directors
Under the terms of the Articles
Directors may be appointed by the Company by ordinary resolution
or by the Board. A Director appointed by the Board holds office only
until the next following AGM and is then eligible for election by
shareholders but is not taken into account in determining the
Directors or the number of Directors who are to retire by rotation
at that meeting.
The Directors may from time to time appoint one or more of their
body to be the holder of any executive office for such period (subject
to the Companies Act) and on such terms as they may determine
and may revoke or terminate any such appointment.
Each Director is subject to periodic re-election by shareholders at
intervals of no more than every three years. Each Director (other than
the Chairman and any Director holding executive office) shall retire
at each AGM following the ninth anniversary of the date on which
he was elected by the Company.
Approach to appointment adopted by the Board
Under law, the Company is entitled to adopt such practices which
are no less stringent than those set out in the Articles. Accordingly,
notwithstanding the above, the Board has decided to adopt the
recommendation of the UK Corporate Governance Code that all
Directors should seek annual re-election by shareholders.
New Listing Rules
Following the implementation, in 2014, of new Listing Rules by
the Financial Conduct Authority (in its capacity as the UK Listing
Authority), as a company with a controlling shareholder, the election
or re-election of any independent director must be approved by: (i) all
shareholders of the Company; and (ii) the independent shareholders
of the Company (i.e. any person entitled to vote on the election of
directors of the Company that is not a controlling shareholder).
If either shareholder resolution to elect or re-elect the independent
director is defeated, the Company may propose a further resolution
to elect or re-elect the proposed independent director provided that
the further resolution must not be voted on within 90 days from the
date of the original vote but it must then be voted on within a period
of 30 days from the end of the 90 day period. It may then be passed
by a simple majority of the shareholders of the Company voting as
a single class.
Removal of Directors
The Company may, in accordance with and subject to the provisions
of the Companies Act by ordinary resolution of which special notice
has been given, remove any Director before the expiration of his term
of office. The office of Director shall be vacated if: (i) he is prohibited
by law from acting as a Director; (ii) he resigns or offers to resign and
the Directors resolve to accept such offer; (iii) he becomes bankrupt or
compounds with his creditors generally; (iv) a relevant order has been
made by any court on the grounds of mental disorder; (v) he is absent
without permission of the Directors from meetings of the Board for
six months and the Directors resolve that his office be vacated; (vi) his
resignation is requested in writing by not less than three quarters of
the Directors for the time being; or (vii) in the case of a Director other
than the Chairman and any Director holding an executive office, if the
Directors shall resolve to require him to resign and within 30 days of
being given notice of such notice he so fails to do.
Relationship Agreement
In addition, under the terms of the Relationship Agreement:
for as long as the Major Shareholder has an interest of 30% or more
in the Company, it is entitled to appoint up to two Non-Executive
Directors and to remove such Directors so appointed; and
for as long as the Major Shareholder has an interest of 15% or
more of the Company, it is entitled to appoint up to one Non-
Executive Director and to remove such Director so appointed.
Amendment of Articles of Association
Any amendments to the Articles may be made in accordance with
the provisions of the Companies Act by way of special resolution.
Powers of the Directors
Subject to the Articles, the Companies Act and any directions given
by special resolution, the business and affairs of the Company shall
be managed by the Directors who may exercise all such powers of
the Company.
Subject to applicable statutes and other shareholders’ rights, shares
may be issued with such rights or restrictions as the Company may
by ordinary resolution decide or, in the absence of any such resolution,
as the Directors may decide. Subject to applicable statutes and any
ordinary resolution of the Company, all unissued shares of the
Company are at the disposal of the Directors. At each AGM, the
Company puts in place annual shareholder authority seeking
shareholder consent to allot unissued shares, in certain
circumstances for cash, in accordance with the guidelines
of the Investor Protection Committee.
Repurchase of shares
Subject to authorisation by shareholder resolution, the Company may
purchase its own shares in accordance with the Companies Act. Any
shares which have been bought back may be held as treasury shares
or, if not so held, must be cancelled immediately upon completion of
the purchase, thereby reducing the amount of the Company’s issued
share capital. The minimum price which must be paid for such shares
is specified in the relevant shareholder resolution.
Dividends and distributions
Subject to the provisions of the Companies Act, the Company may by
ordinary resolution from time to time declare dividends not exceeding
the amount recommended by the Directors. The Directors may pay
interim dividends whenever the financial position of the Company,
in the opinion of the Directors, justifies their payment. If the Directors
act in good faith, they are not liable to holders of shares with preferred
or paripassu rights for losses arising from the payment of interim
dividends on other shares.
40
Hochschild Mining plc Annual Report 2015
www.hochschildmining.com
54
Governance DIRECTORS’ REMUNERATION REPORT
Dear Shareholders
On behalf of the Board, Jorge Born, as the Committee Chairman
during the year under review, and I, as the current Committee
Chairman, are pleased to present the Directors’ Remuneration
Report for the year ending 31 December 2015.
This report is split into three sections: the Annual Statement,
the Directors’ Remuneration Policy and the Annual Report on
Remuneration. The Remuneration Policy remains consistent with
that approved by shareholders at the 2015 AGM, and is reproduced
in summary form to provide context to the decisions taken by the
Remuneration Committee during the year. The Annual Report on
Remuneration will be subject to an advisory vote at the 2016 AGM.
As previously reported, 2015 saw the continuation of a challenging
trading environment with volatile precious metal prices which
trended lower. From a Company perspective, the low cost
Inmaculada mine started production and the Company took
decisive action to reduce debt through the completion of the
rights issue. It is crucial that, in such circumstances, the Committee
retains its focus on setting a framework of executive reward to
retain and incentivise senior management.
Review of CEO’s base salary
The Committee reviewed the CEO’s salary in 2015. As in prior years,
this review took into account a number of factors including pay
levels in the global mining sector, the relative cost of living, an
assessment of performance during the year, and pay conditions
across the Group. In February, the Committee agreed that the
CEO’s base salary would be increased in two stages. Initially, a
16% increase was awarded as reported in last year’s Remuneration
Report and a second increase was agreed which was delayed until
after the commencement of commercial production at Inmaculada
in August 2015. This additional increment, of $200,000 (plus
compensation for time services, which is a legal requirement in
Peru and further explained on page 42), has resulted in an annual
salary of $758,333 which the Committee believes is justified in the
context of market pay data and in acknowledgement of Ignacio’s
strong leadership.
Annual bonus
As discussed in greater detail later in this report, the Remuneration
Committee has awarded a bonus to the CEO of 100% of salary.
Though the formulaic outcome of the performance evaluation
gave rise to the maximum bonus entitlement of 150% of salary, the
Committee determined that despite the considerable achievements
during the year including the successful completion of the rights
issue and the reduction of debt, the final bonus payment should
acknowledge the Company’s share price performance over the
year. Accordingly, the Remuneration Committee has exercised its
discretion to reduce the overall payment and also require deferral
of $100,000 of the bonus in Company shares over two years.
Long-term incentives
During the year, the Committee reviewed the LTIP and determined
that it remained appropriately aligned with strategy and shareholder
value creation. The Committee reviewed the appropriateness of the
TSR comparator group which resulted in the removal of Highland
Gold and the addition of Endeavour Silver, First Majestic Silver,
Fortuna Silver Mines, Tahoe Resources, and Volcan Compañía Minera.
Areas of future consideration
Following a review of the Company’s remuneration practices relative
to its peers, the Committee will be focusing this year on reviewing
certain aspects of the Group’s incentive plans and remuneration
arrangements including consideration of the wider application
of malus provisions and the introduction of clawback, in line
with best market practice, and consideration of the Company’s
shareholding guidelines for Executive Directors.
We hope to receive your support at the AGM.
ENRICO BOMBIERI
Chairman, Remuneration Committee
JORGE BORN JR
Former Chairman, Remuneration Committee
This report has been prepared according to the requirements of the
Companies Act 2006 (‘the Act’), Regulation 11 and Schedule 8 of
the Large and Medium–Sized Companies and Groups (Accounts
and Reports) (Amendment) Regulations 2013 and other relevant
requirements of the FCA Listing Rules. In addition, the Board has
applied the principles of good corporate governance set out in the
UK Corporate Governance Code, and has considered the guidelines
issued by its leading shareholders and bodies such as the Investment
Association and the Pensions and Lifetime Savings Association
(formerly the National Association of Pension Funds).
DIRECTORS’ REMUNERATION POLICY (UNAUDITED)
The principal objectives of the Remuneration Committee’s agreed
Remuneration Policy are to:
attract, retain, and motivate the Group’s executives and senior
management;
provide management incentives that align with and support
the Group’s business strategy; and
align management incentives with the creation of shareholder value.
The Group seeks to achieve this alignment over both the short and
long term through the use of an annual performance-related bonus,
which rewards the achievement of a balanced mix of financial,
operational and other relevant performance measures, and the use
of a Long Term Incentive Plan (LTIP) which is linked to relative Total
Shareholder Return (TSR). There is an additional incentive designed
specifically for the CEO in the form of the Enhanced LTIP (ELTIP),
which was approved by shareholders at the 2011 AGM.
The Committee takes into consideration the remuneration
arrangements for the wider employee population in making its
decisions on remuneration for senior executives. Remuneration
decisions are also driven by external considerations, in particular
relating to the global demand for talent in the mining sector.
As no changes have been made to the Remuneration Policy, which
shareholders approved at the 2015 AGM, the full policy is not
repeated here. The Policy Table and service contracts/letters of
appointment of the Board are included below for information, and
the full policy can be found in last year’s Annual Report and Accounts.
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Governance p24-60
Performance metrics
None
None
Any salary increases are applied
in line with the outcome of the
annual review.
To avoid setting expectations of
Directors and other employees,
no maximum salary is set under
the Remuneration Policy. In respect
of existing Executive Directors,
it is anticipated that any salary
increases will be in line with the
wider employee population
over the term of this policy.
In exceptional circumstances
(including, but not limited to, a
material increase in job size or
complexity), the Committee has
discretion to make appropriate
adjustments to salary levels to
ensure they remain competitive.
For the profit share, an amount
equal to 8% of the relevant
Peruvian company’s taxable
income for the year is distributable
to its employees.
This amount is mandated by
Peruvian law, and any increases
are not within the control of the
Group. The amount receivable
is determined with reference
to annual base salary (plus the
annual bonus, if any) and the
number of days worked during
the calendar year.
The value of the other benefits
varies by role and individual
circumstances; eligibility and
costs are reviewed periodically.
The Committee retains the
discretion to approve a higher
cost of benefits in exceptional
circumstances (for example
relocation) or in circumstances
where factors outside the
Company’s control have changed
materially (for example increases
in insurance premiums).
DIRECTORS’ REMUNERATION REPORT CONTINUED
EXECUTIVE DIRECTOR REMUNERATION POLICY TABLE
Objective
Opportunity
Base salary
To support recruitment
and retention
Salary is reviewed
Details
annually, usually in
March, or following a
significant change in
responsibilities. Salary
levels are targeted to be
competitive and relevant
to the global mining
sector, with reference to
the relative cost of living.
The Committee also
takes into consideration
general pay levels for
the wider employee
population.
Benefits
To provide benefits in
line with market practice
in relevant geographies
Executive Directors
receive compensation
for time services and
profit share, both of
which are provided for
by Peruvian law, as well
as certain allowances
which may include
medical insurance, the
use of a car and driver,
and personal security.
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Hochschild Mining plc Annual Report 2015
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Governance
Details
EXECUTIVE DIRECTOR REMUNERATION POLICY TABLE CONTINUED
Objective
Annual bonus
To achieve alignment
with the Group’s strategy
and commitment to
operating responsibly
For Executive Directors, the
maximum annual bonus
opportunity is 150% of salary.
The bonus earned is 67% of
maximum for threshold level
performance and 80% for
target performance.
Opportunity
Performance measures,
targets and weightings
are set at the start of
the year.
At the end of the year, the
Committee determines
the extent to which
targets have been
achieved, taking into
account the individual
performance of each
Executive Director.
Bonus payments are
normally delivered in cash.
The Committee has
discretion to defer all or
a portion of the bonus,
payable in cash or
Hochschild shares, under
the Deferred Bonus Plan
for up to three years.
Deferred bonus is subject
to malus, i.e. forfeiture or
reduction, in exceptional
circumstances such as
material misstatement
or gross misconduct.
Maximising core assets
To optimise life-of
mine and production
Exploration
and project
development
To develop a pipeline
of high quality projects
Mergers & acquisitions
To seek early stage value
accretive opportunities
with strong geological
potential with a clear
path to control
Committed to
operating responsibly
To be responsible
corporate citizens
Performance metrics
Performance is determined by the Committee
on an annual basis by reference to Group financial
measures, e.g. Adjusted EBITDA, as well as the
achievement of personal or strategic objectives,
for example production and social responsibility.
The financial and strategic/personal objectives
are typically weighted between 70% and 80%
and 20% and 30% of maximum, respectively.
The Committee retains discretion to vary the
weightings +/- 20% for individual measures within
the financial element, to ensure alignment with
the business priorities for the year. Performance
targets are generally calibrated with reference
to the Company’s budget for the year.
Each objective in the scorecard has a ‘threshold’,
‘target’ and ‘maximum’ performance target,
achievement of which translates into a score
for each objective.
The Committee uses its judgment to determine
the overall scorecard outcome based on the
achievement of the targets and the Committee’s
broad assessment of Company performance.
A review of the quality of earnings is conducted
by the Committee to determine whether any
adjustments should be made to the reported
profit for the purpose of bonus outcomes. This
ensures that bonus outcomes are not impacted
by unbudgeted non-recurring or one-off items, or
circumstances outside of management’s control
such as material changes in commodity prices
that could distort the overall quality of earnings.
The Committee has the discretion to reduce bonus
payments on the occurrence of an adverse event
related to health and safety, the environment or
community relations.
Details of the measures, weightings and targets
applicable for the financial year under review are
provided in the Annual Report on Remuneration,
unless they are considered to be commercially
sensitive.
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www.hochschildmining.com
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DIRECTORS’ REMUNERATION REPORT CONTINUED
Details
Executive Directors
EXECUTIVE DIRECTOR REMUNERATION POLICY TABLE CONTINUED
Objective
Long Term Incentive
Plan (LTIP)
To directly incentivise
sustained shareholder
value creation through
operational performance
and to support the
recruitment of senior
positions and longer
term retention
Opportunity
The maximum cash payments to
participating Executive Directors
in any three-year period may not
be more than six times salary (or
eight times salary in exceptional
circumstances).
The equivalents of these upper
limits also apply to annual awards,
that is an annual grant limit of
no more than 200% of salary in
normal circumstances.
may be granted awards
annually as determined
by the Committee.
The vesting of these
awards is subject to the
attainment of specific
performance conditions.
Awards are in the form
of cash. Awards made
under the LTIP have
a performance and
vesting period of at
least three years.
If no entitlement has
been earned at the
end of the relevant
performance period,
awards lapse.
The CEO is required
to invest at least 20%
of vested LTIP awards
into Hochschild shares
until such time as
he has accumulated
a shareholding with a
value of 200% of salary.
Performance metrics
Vesting of LTIP awards is subject to continued
employment and the Company’s performance
over a three-year performance period.
Vesting is based on the Company’s TSR
performance relative to specific sector-based
comparator groups.
Vesting of 70% of awards is based on the
Company’s TSR rank relative to a tailored
comparator group. Vesting for threshold
performance is 25% of maximum, with 75%
for upper tercile performance and 100% for
upper quintile performance.
Vesting of 30% of awards is based on the Company’s
TSR outperformance of the FTSE350 Mining Index.
Vesting for threshold performance is 25% of
maximum, with 100% for stretch performance.
The Committee reviews, and may adjust, the
comparator groups against which performance
is measured, and their weightings, from time to
time to ensure they remain appropriate. More
generally, the performance measures applied to
LTIP awards are reviewed periodically to ensure
they remain aligned with shareholder interests.
The Committee can reduce or prevent vesting if
it determines either that (i) the overall underlying
business performance of the Company is not
satisfactory or (ii) an unacceptable position has
occurred regarding safety, the environment,
community relations, and/or compliance with
legal obligations of the Company.
Details of the comparator groups and targets
used for specific LTIP grants are included in the
Annual Report on Remuneration.
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Hochschild Mining plc Annual Report 2015
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Governance
Details
Opportunity
EXECUTIVE DIRECTOR REMUNERATION POLICY TABLE CONTINUED
Objective
Enhanced
Long-Term
Incentive Plan
To support retention
for the CEO over a
longer term horizon
and to achieve stronger
alignment with
shareholder interests
through the use of
conditional shares
The ELTIP award in 2011 was over
shares with a face value on the
date of grant equivalent to 600%
of the CEO’s salary (362,196
conditional shares). In line
with the approval granted by
shareholders at the 2011 AGM,
the Committee made a second
ELTIP award to the CEO in 2014
of 600% of his salary (951,900
conditional shares). Dividend
equivalents are payable over
the vesting period in respect
of the shares that vest.
An award in the form
of conditional shares
was made to the CEO
in 2011 to reinforce
his alignment with
shareholder interests
and to ensure his total
remuneration package
remained competitive.
Awards vest based on
the Company’s TSR
performance compared
with a tailored
comparator group over
four, five and six years.
Unvested awards are
subject to malus, i.e.
forfeiture or reduction,
in exceptional
circumstances such as
material misstatement
or gross misconduct.
The CEO is required to
retain 50% of the after-
tax vested ELTIP shares
until such time as he
has accumulated a
shareholding with a
value of 200% of salary.
Performance metrics
Awards vest based on the Company’s TSR
performance compared with a tailored
comparator group over four, five and six years.
The vesting on the ELTIP award is based 100%
on the Company’s TSR rank compared with a
sector peer group.
25% of the award vests on four-year TSR
performance, 25% on five-year TSR performance,
and 50% on six-year TSR performance.
The vesting for threshold (median) performance
is 25% of maximum, with 75% for upper quartile
performance and 100% for upper decile
performance.
The Committee can reduce or prevent vesting if
the Committee determines either that (i) the overall
underlying business performance of the Company
is not satisfactory or (ii) an unacceptable position
has occurred regarding safety, the environment,
community relations, and/or compliance with
legal obligations of the Company.
Details of the tailored comparator group are
included in the Annual Report on Remuneration.
In addition to the above elements of remuneration, the Committee may consider it appropriate to grant an award under a different structure
in order to facilitate the recruitment or retention of an individual, exercising the discretion available under Listing Rule 9.4.2 R (which provides
for awards outside the normal long-term incentive structure provided the ‘arrangement is established specifically to facilitate, in unusual
circumstances, the recruitment or retention of the relevant individual’).
The Committee also retains discretion to make non-significant changes to the policy without going back to shareholders.
Payments from existing awards
Executive Directors are eligible to receive payment from any award made prior to the approval and implementation of the Remuneration Policy
detailed in this report, i.e. before 15 May 2015.
One-off Restricted Share Plan
Following shareholder approval at an Extraordinary General Meeting in December 2014, Ignacio Bustamante was granted an award under
the RSP. Awards were made over conditional shares with a grant-date value equivalent to five times salary, and which vest in tranches over
two to five years subject to satisfactory performance and continued employment with the Company. Unvested awards are subject to malus,
i.e. forfeiture or reduction, in exceptional circumstances such as material misstatement or gross misconduct.
NON-EXECUTIVE DIRECTORS
The Group’s Non-Executive Directors serve under Letters of Appointment as detailed in the table below. In accordance with their terms, the
Non-Executive Directors serve for an initial period of three years which is automatically extended for further three year terms. Notwithstanding
the foregoing, all Directors are subject to annual re-election by the Company in general meeting in line with the UK Corporate Governance Code,
and the appointments of Non-Executive Directors may be determined by the Board or the Director giving not less than three months’ notice.
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Governance p24-60
DIRECTORS’ REMUNERATION REPORT CONTINUED
Details of the terms of appointment of the Company’s Non-Executive Directors serving during the year are shown in the table below.
The appointment and reappointment and the remuneration of Non-Executive Directors are matters reserved for the full Board.
Non-Executive Director
Eduardo Hochschild1
Jorge Born Jr.
Sir Malcolm Field
Nigel Moore
Roberto Dañino2
Dr Graham Birch
Enrico Bombieri
Michael Rawlinson
Letter of Appointment dated
Anticipated expiry of present term of appointment
(subject to annual re-election)
30 January 2015
16 October 2006
16 October 2006
16 October 2006
11 January 2011
20 June 2011
20 October 2012
18 December 2015
1 January 2019
16 October 2018
16 October 2018
16 October 2018
1 January 2017
1 July 2017
1 November 2018
1 January 2019
1 Mr. Hochschild, previously Executive Chairman, became Non-Executive Chairman effective 1 January 2015.
2 Pursuant to a contract between Mr Dañino and Ares dated 28 December 2010, a fee is payable to Mr Dañino in respect of his engagement as Special Adviser to
the Chairman and the senior management team. The contract provides for a one-year term which renews automatically for further one-year periods and can
be terminated by either party on 30 days’ written notice. With effect from 1 January 2015, Mr Dañino has waived the fee payable to him under this contract in
light of the challenging trading conditions faced by the Company. This fee may be reinstated in the future on the terms of any renewed or extended contract.
The Non-Executive Directors are not eligible to participate in the Company’s performance-related incentive plans and do not receive any
pension contributions. As part of his change of role from Executive to Non-Executive Chairman, the Committee agreed that Mr. Hochschild
would retain his eligibility for benefits received in respect of his time as an Executive Director, consisting primarily of personal security, car
and driver, and medical insurance.
The Non-Executive Directors’ fees have been set at a level to reflect the amount of time and level of involvement required in order to carry
out their duties as members of the Board and its Committees.
Details of the policy on fees paid to our Non-Executive Directors are set out in the table below:
Performance
measures
None
Function
Operations
Opportunity
To attract and retain
Non-Executive Directors
of the highest calibre
with broad commercial
and other experience
relevant to the Company
Fee levels are reviewed from time to time,
with any adjustments effective from 1 March
each year.
The fee paid to the Chairman is determined
by the Committee, and fees to Non-Executive
Directors are determined by the Board.
Additional fees are payable for acting as Chairman
of the Audit and Remuneration Committees and
as Senior Independent Director.
Fee levels are reviewed by reference to FTSE-
listed companies of similar size and complexity.
Time commitment, level of involvement required
and responsibility are taken into account when
reviewing fee levels.
Fees for the year ending 31 December 2015
are set out in the Annual Report on Remuneration
on page 49.
Non-Executive Director fee increases are
applied in line with the outcome of the
fee review.
Other than reinstating NED fees to their
levels prior to 1 August 2013 at the
discretion of the Board, it is expected that
NEDs’ fees will only be increased during
the term of this policy in line with general
market levels of NED fee inflation.
In the event that there is a material
misalignment with the market or a
change in the complexity, responsibility
or time commitment required to fulfil
a Non-Executive Director role, the Board
has discretion to make an appropriate
adjustment to the fee level.
The maximum aggregate annual fee for
all Directors provided in the Company’s
Articles of Association is £3 million p.a.
ANNUAL REPORT ON REMUNERATION
The following section provides details of how Hochschild’s Remuneration Policy was implemented during the financial year ending
31 December 2015.
Remuneration Committee membership
The Remuneration Committee is chaired by Enrico Bombieri and its other members are Sir Malcolm Field and Graham Birch. Jorge Born Jr served
as a member and Chairman of the Committee until the end of 2015. All of the members of the Remuneration Committee were, and continue
to be independent Non-Executive Directors. The composition of the Remuneration Committee and its terms of reference comply with the
provisions of the UK Corporate Governance Code and are available for inspection on the Company’s website at www.hochschildmining.com.
Members of senior management attend meetings at the invitation of the Committee. During the year, such members included the Chairman,
the CEO and the Vice President of Human Resources. No Director or senior executive is present when his own remuneration arrangements are
considered by the Committee.
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Governance
The Committee’s terms of reference
The duties of the Remuneration Committee are to determine and agree with the Board the broad policy for the remuneration of the Executive
Directors, the other members of senior management and the Company Secretary, as well as their specific remuneration packages including
pension rights and, where applicable, any compensation payments. In determining such policy, the Remuneration Committee shall 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 rewarded in a fair and responsible manner for their individual contributions
to the success of the Group.
The Remuneration Committee met six times during the year (details of members’ attendance at meetings are provided in the Corporate
Governance report on page 36) and undertook the items of business noted below.
February 2015
Considered 2014 performance evaluation of CEO and the resulting bonus. In addition, the Committee noted the performance of, and
bonuses for, the Group’s Vice Presidents;
Reviewed and approved the CEO’s salary for 2015 and the timing of implementation; and
Reviewed and approved the remuneration arrangements for the Vice Presidents
March 2015
Considered and approved the 2014 Directors’ Remuneration Report;
Approved the grant of LTIP awards; and
Considered matters relating to the upcoming vesting of Deferred Bonus awards
April 2015 (two meetings)
Considered the conditions to be attached to a one-off bonus to below-Board executives in recognition of the successful commencement
of production at Inmaculada (‘Inmaculada Bonus’); and
Approved the timing of implementation of CEO’s 2015 salary increase
August 2015
Approved the payment of the Inmaculada Bonus
December 2015
Considered provisional assessments in advance of the year-end with respect to:
senior executive salaries;
the CEO’s 2015 performance evaluation;
the status of vesting of subsisting LTIP awards; and
2016 bonus objectives for the CEO and CFO
Approved adjustments to outstanding ELTIP, RSP and DBP Awards following November 2015 Rights Issue
Reviewed a benchmarking of the Group’s remuneration arrangements and considered the recent trends in UK executive remuneration.
Advisers
During the year, in order to enable the Committee to reach informed decisions on executive remuneration, advice on market data and
trends was obtained from independent consultants, Kepler Associates, a brand of Mercer (which is part of the MMC group of companies).
Kepler reports directly to the Committee Chairman, and is a signatory to and abides by the Code of Conduct for Remuneration Consultants
(which can be found at www.remunerationconsultantsgroup.com). Other than advice on remuneration, no other services were provided
by Kepler to the Company (or any other part of the MMC group of companies with the exception of unrelated insurance brokerage services).
The fees paid to Kepler in respect of work carried out in 2015 (based on time and materials) totalled £12,348, excluding expenses and VAT.
The Committee undertakes due diligence periodically to ensure that Kepler remains independent of the Company and that the advice provided
is impartial and objective. The Committee is satisfied that the advice provided by Kepler is independent.
Summary of shareholder voting at the 2015 AGM
The table below shows the results of the binding and advisory votes on the Remuneration Policy and Annual Report on Remuneration of the
2014 Directors’ Remuneration Report, respectively, at the AGM on 15 May 2015:
For (including discretionary)
Against
Total votes cast (excluding withheld votes)
Votes withheld
Remuneration Policy
Annual Report on Remuneration
Total number
of votes
245,449,810
85,917,919
331,367,729
401,086
% of
votes cast
74.1%
25.9%
Total number
of votes
270,636,145
57,823,443
328,459,588
3,309,227
% of
votes cast
82.4%
17.6%
Note: Votes withheld are not included in the final proxy figures as they are not recognised as votes in law.
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DIRECTORS’ REMUNERATION REPORT CONTINUED
The voting outcome on the Remuneration Policy largely reflected some shareholders’ view of the Committee’s discretion to avail Listing Rule
9.4.2R to grant awards outside of the policy in order to facilitate recruitment or retention. The Committee intends to use this discretion only
in exceptional circumstances, and will consult with shareholders in advance.
In relation to the outcome of the voting on the Annual Report on Remuneration, the level of votes against reflected some shareholders’
views with respect to the grant of awards under the Enhanced LTIP and RSP to the CEO during 2014. These awards were both approved by
shareholders at separate General Meetings, and the award levels were set with reference to market benchmarking. The Committee believes
the awards are in the best interests of shareholders, and help to ensure our senior executives are appropriately retained and motivated in
the current challenging operating environment. The award under the RSP was a one-off grant, and the Committee does not expect to make
another grant under the plan. Any further grants under the ELTIP will be subject to shareholder approval, and the Committee will consult
with shareholders in advance.
SINGLE TOTAL FIGURE OF REMUNERATION FOR EXECUTIVE DIRECTORS (AUDITED)
The table below sets out a single figure for the total remuneration received by Ignacio Bustamante, the only Executive Director to serve during
the year, for the year ended 31 December 2015 and the prior year:
Base salary1
Taxable benefits2
Pension
Single-year variable3
Multiple-year variable4
Profit share5
Total
2015
US$000
584
44
–
700
–
–
1,328
2014
US$000
471
44
–
409
–
–
9246
1 Base salary includes compensation for time services and tax rebates in 2014 and 2015 on a portion of salary, as mandated by the Peruvian government.
2 Taxable benefits include: use of a car and driver (2015: $37,840; 2014: $39,477(restated)) and medical insurance.
3 Payment for performance during the year under the annual bonus plan. See following sections for further details.
4 Zero vesting for LTIP and ELTIP based on performance to 31 December 2014 and 2015.
5 All-employee profit share mandated by Peruvian law.
6 Revised total to reflect the restated amount for the value of the benefit for the use of a car and driver (see footnote 2 above).
SINGLE TOTAL FIGURE OF REMUNERATION FOR NON-EXECUTIVE DIRECTORS (AUDITED)
The table below sets out a single figure for the total remuneration received by each Non-Executive Director for the year ended 31 December
2015 and 2014:
Non-Executive Director
Eduardo Hochschild1
Jorge Born Jr.
Sir Malcolm Field
Nigel Moore
Roberto Dañino
Dr Graham Birch
Enrico Bombieri
Base fee
US$000
Additional fees
US$000
Benefits-in-kind
US$000
Other
US$000
2015
2014
2015
2014
2015
2014
2015
2014
2015
400
77
77
77
77
77
77
n/a
116
116
116
116
116
116
–
–2
–
153
–4
–
–6
n/a
–2
–
233
2404
–
–6
339
–
–
–
75
–
–
525
–
–
–
195
–
–
–
–
–
–
–
–
–
936
–
–
–
–
–
–
739
77
77
92
84
77
77
Total
US$000
2014
1,461
116
116
139
375
116
116
1 Eduardo Hochschild was an Executive Director in 2014, and his single figure of total remuneration for 2014 is disclosed in full in last year’s Annual Report on
Remuneration. The figure shown in the ‘other’ column relates to Eduardo’s salary and cash in lieu of pension contribution for 2014, to which he was not entitled
in 2015. As reported last year, Eduardo Hochschild retained eligibility to receive benefits following his transition to the Non-Executive Chairman role.
2 Jorge Born waived his entitlement to an additional fee of £10,000 as Chairman of the Remuneration Committee from 1 January 2014 in light of the challenging
trading conditions faced by the Company.
3 Nigel Moore’s additional fee relates to his role as Chairman of the Audit Committee.
4 The amount represents the fee of $240,000 per annum payable to Mr Dañino in respect of his engagement as Special Adviser to the Chairman and the senior
management team pursuant to a contract between Mr Dañino and Ares dated 28 December 2010. The contract provides for a one-year term which renews
automatically for further one-year periods and can be terminated by either party on 30 days’ written notice. Mr Dañino waived this fee effective 1 January 2015
in light of the challenging trading conditions faced by the Company.
5 Benefits-in-kind relate to the benefits provided to Mr Dañino pursuant to his engagement as a Special Adviser to the Chairman and senior management team,
which include transportation, out-of-pocket expenses and medical insurance in 2014 and medical insurance only in 2015.
6 Enrico Bombieri waived his entitlement to an additional fee of £10,000 as Senior Independent Director in light of the challenging trading conditions faced by
the Company.
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Governance
SALARY AND FEE ADJUSTMENTS FOR THE YEAR ENDED 31 DECEMBER 2015 (UNAUDITED)
As reported last year, in February 2015, the Committee agreed that the base salary for the CEO will increase by 16% to US$541,667, effective
1 March 2015, and that subject to the commencement of production from Inmaculada, a further increase would be considered with reference
to external benchmarking. Inmaculada commenced commercial production in August 2015, and as a result, the Committee reviewed the CEO’s
salary and determined that it will be increased by a further $200,000 (before CTS) to $758,333, effective 1 November 2015. The Committee
believes the size of the increase is justified in the context of market pay data and strong Company and individual performance.
Executive Director
Ignacio Bustamante2
1 Includes compensation for time services (CTS).
2 Ignacio Bustamante’s salary is denominated in USD.
Base salary1 from
1 July 2014
US$000
Base salary1 from
1 March 2015
US$000
467
542
Percentage
increase
16%
Base salary1 from
1 Nov 2015
US$000
758
Percentage
increase
40%
The Non-Executive Directors’ fees have been set at a level to reflect the amount of time and level of involvement required in order to carry
out their duties as members of the Board and its Committees. The fees payable to the Non-Executive Directors of the Company as at the date
of this report are set out in the table below. All Non-Executive Directors receive a base fee, and additional fees are typically paid for the role of
Chairman of the Remuneration Committee and Chairman of the Audit Committee.
A summary of current fee levels is provided below:
Non-Executive Director fee
Chairman fee
Base fee
Additional fees
Fee from
1 Jan 2015
$400,000
£50,000
£10,000
Fee from
1 Jan 2016
$400,000
£50,000
£10,000
Percentage
increase
No change
No change
No change
The Chairman of the Remuneration Committee and the Senior Independent Director has each waived their rights to their additional fees.
INCENTIVE OUTCOMES FOR THE YEAR ENDED 31 DECEMBER 2015 (AUDITED)
Performance-related annual bonus in respect of 2015 performance
Objectives for the 2015 bonus were set by the Committee at the beginning of the year and a provisional assessment of performance during
the year was undertaken at the December Committee meeting, which was confirmed in March 2016.
Further details of the bonuses paid for 2015, including the specific performance metrics, weightings and performance against each of the
metrics, are provided in the table below:
Objective
Profitable production &
financial results
Safety awareness
KPI
Production
Target
weighting
35%
Threshold
Target
24.2m Oz Aq Eq1
Maximum
Targets
EBITDA
Sustaining Capex
Frequency rate
Severity rate
30%
10%
15%
10%
US$127.3m
US$74.8m
2.08
US$134.4m
US$71.4m
2.03
US$141.5m
US$68.0m
1.98
540
450
300
112
Performance
assessment
24.7m Oz
Ag Eq1
US$153m2
US$68.5m3
1.85
1 Target set and assessed with reference to the Company’s previous gold/silver ratio of 60:1.
2 Adjusted to, among other things, remove the impact of factors outside of management’s control including precious metal prices.
3 Adjusted for unbudgeted sustaining capex.
The determination of the bonus payout is at the discretion of the Committee, taking into account performance during the year against the
above scorecard. Each objective in the scorecard has a ‘threshold’, ‘target’ and ‘maximum’ performance target, achievement of which translates
into a score for each objective.
Objectives which are considered critical to the Group are given higher weightings, such that outperformance in these areas contributes more
significantly to the overall bonus outcome. The weighted average of the scores is calculated, and is translated into a bonus outcome of between
0% and 150% of salary for the CEO, which is used in the Committee’s judgment in determining the actual bonus awarded.
The Committee assessed performance against the scorecard and the CEO’s performance in 2015. A number of small adjustments were
made in line with the Company’s usual practice to maintain the quality of earnings by primarily disregarding the impact of factors outside of
management’s control such as the price of silver and gold. The Committee determined that even though the final bonus outcome gave rise
to an entitlement of 150% of salary, it was decided that the level of the payment should acknowledge the Company’s share price performance
over the year and, accordingly, the Remuneration Committee has exercised its discretion to reduce the overall payment by 33% to 100% of salary,
and also require deferral of $100,000 of the bonus in Company shares, half of which will vest after one year, and the balance after two years.
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www.hochschildmining.com
49
49
Governance p24-60
DIRECTORS’ REMUNERATION REPORT CONTINUED
Performance-related annual bonus in respect of 2014 performance
Partial disclosure of the CEO’s 2014 objectives and his performance against them was provided in last year’s Annual Report on Remuneration,
and can be found on page 71 of the 2014 Annual Report and Accounts. Details of targets relating to cash generated through project sales and
project milestones, which were not disclosed last year due to commercial sensitivity, are provided in the table below:
Objective
KPI
Target weighting
Threshold
Targets
Target
Maximum
Performance assessment
Business growth
Cash generated
through project sales
11%
$65m
$75m
$90m
Project development
Project milestones –
11%
Inmaculada schedule
and budget
Operations
start:
Q1 Budget
(of $372m)
+12.5%
Operations
start:
Dec Budget
+10%
Operations
start:
Dec Budget
+7.5%
Total proceeds
from sales account
for $54m
Actual = 0%
Operations start:
H1 2015 $408m
(Budget +9.7%)
Actual = 0%
2013 LTIP VESTING
On 31 March 2013, Ignacio Bustamante was granted an award under the LTIP with a face value of $1,000,000. Vesting was dependent on three-
year relative TSR performance against both a tailored peer group (70% of the total award) and the constituents of the FTSE350 Mining Index
(30% of the total award). There was no retesting of performance. Further details of the performance conditions are shown in the table below.
Performance measure
Relative TSR1 performance vs. tailored peer group2
Relative TSR1 performance vs. Constituents of the
FTSE350 Mining Index
Weighting
70%
30%
Performance targets
Upper quintile (80th percentile): Full vesting
Upper tercile (67th percentile): 75% vesting
Median (50th percentile): 25% vesting
Straight-line vesting between these points
Median TSR +10% p.a.: Full vesting
Median TSR: 25% vesting
Straight-line vesting between these points
1 TSR is calculated on the average of local and common currencies.
2 Acacia Mining, Agnico-Eagle Mines, Alamos Gold, AngloGold Ashanti, Barrick Gold, Centamin Egypt, Cia des Minas Buenaventura, Coeur Mining, Eldorado Gold,
Fresnillo, Gold Fields, Goldcorp, Hecla Mining, Highland Gold, IAMGOLD, Kinross Gold, Newmont Mining, Pan American Silver, Petropavlovsk, Polymetal, Randgold
Resources, and Silver Standard Resources.
The Committee has considered the extent to which the performance conditions attached to the 2013 LTIP award had been satisfied. Since
the Company’s TSR in the performance period between 1 January 2013 and 31 December 2015 ranked 9th percentile versus that for the
tailored peer group and underperformed the median of the constituents of the FTSE350 Mining Index by c.28%, this award will not vest.
2011 ELTIP VESTING
On 28 April 2011, Ignacio Bustamante was granted an award under the ELTIP. Vesting was dependent on four-, five- and six-year relative
TSR performance against a tailored peer group. There was no retesting of performance. Further details of the performance conditions are
shown in the table below:
Performance periods
Vesting dates
(subject to performance)
1 January 2011 to 31 December 2014 in respect of 25% of the award
1 January 2011 to 31 December 2015 in respect of 25% of the award
1 January 2011 to 31 December 2016 in respect of 50% of the award
28 April 2015 in respect of 90,549 shares
28 April 2016 in respect of 90,549 shares
28 April 2017 in respect of 181,098 shares
Performance conditions
Relative TSR performance
TSR comparator group
Upper decile (90th percentile): Full vesting
Upper quartile (75th percentile): 75% vesting
Median (50th percentile): 25% vesting
Straight-line vesting between these points
Acacia Mining, Agnico-Eagle Mines, Alamos Gold, AngloGold Ashanti, Barrick Gold, Centamin Egypt,
Cia des Minas Buenaventura, Coeur Mining, Eldorado Gold, Fresnillo, Gold Fields, Goldcorp,
Highland Gold, IAMGOLD, Kinross Gold, Newmont Mining, Pan American Silver, Petropavlovsk,
Polymetal, Randgold Resources, and Silver Standard Resources
Subsequent to the year end, the Committee considered the extent to which the performance condition attached to the five-year tranche
of the 2011 ELTIP award had been satisfied. The Company’s TSR in the performance period between 1 January 2011 and 31 December 2015
ranked 23rd percentile versus that for the tailored peer group and, as a result, shares under this tranche will not vest.
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Hochschild Mining plc Annual Report 2015
Hochschild Mining plc Annual Report 2015
Governance
SCHEME INTERESTS AWARDED IN 2015 (AUDITED)
LTIP
On 18 March 2015, Ignacio Bustamante was granted a cash-settled award under the LTIP with a face value of $1,000,000.
Vesting is dependent on three-year relative TSR from 1 January 2015 to 31 December 2017, with 70% of the award based on TSR performance
against a tailored peer group and 30% of the award based on TSR performance against the constituents of the FTSE350 Mining Index.
Awards vest on the third anniversary of the date of grant, subject to continued employment, and are subject to potential malus if, before
vesting, the Committee determines either that (i) the overall underlying business performance of the Company is not satisfactory or (ii) an
unacceptable position has occurred regarding safety, the environment, community relations, and/or compliance with legal obligations of
the Company. Awards are settled in cash and the CEO will be required to invest at least 20% of any amount vesting into Hochschild shares,
until such time as he has achieved the relevant shareholding guideline.
Further details, including vesting schedules, are provided in the table below:
Executive Director
Ignacio Bustamante
Grant
date
Performance
period
Face value of
award at grant
Award value for
minimum performance
18 March 2015
01.01.15 – 31.12.17
$1,000,000
$250,000
Performance measure
Relative TSR1 performance vs. tailored peer group2
Weighting
70%
Relative TSR1 performance vs.
constituents of the FTSE350 Mining Index
30%
Performance targets
Upper quintile (80th percentile): Full vesting
Upper tercile (67th percentile): 75% vesting
Median (50th percentile): 25% vesting
Straight-line vesting between these points
Median TSR +10% p.a.: Full vesting
Median TSR: 25% vesting
Straight-line vesting between these points
1 TSR is calculated on the average of local and common currencies.
2 Acacia Mining, Agnico-Eagle Mines, Alamos Gold, AngloGold Ashanti, Barrick Gold, Centamin Egypt, Cia des Minas Buenaventura, Coeur Mining, Eldorado Gold,
Fresnillo, Gold Fields, Goldcorp, Hecla Mining, Highland Gold, IAMGOLD, Kinross Gold, Newmont Mining, Pan American Silver, Petropavlovsk, Polymetal, Randgold
Resources, and Silver Standard Resources.
EXIT PAYMENTS MADE IN THE YEAR (AUDITED)
No exit payments were made to Directors in the year.
PAYMENTS TO PAST DIRECTORS (AUDITED)
No payments were made to past Directors in the year.
IMPLEMENTATION OF REMUNERATION POLICY FOR 2016
2016 remuneration arrangements will be implemented in line with the approved Remuneration Policy. Further details are provided below.
Salary
Given the salary increase awarded in 2015, the Committee has determined that Ignacio Bustamante’s salary for 2016 will remain the same
at $758,333 (including CTS).
Annual bonus
The annual bonus for the 2016 financial year will operate on the same basis as in 2015 in that the maximum bonus opportunity for the CEO
will be 150% of salary and the payment will be subject to performance against broadly the same measures as those used in 2015. Further
disclosure of measures and targets, where not commercially sensitive, will be provided in next year’s Annual Report on Remuneration. The
Remuneration Committee will continue to retain discretion as to whether any part of the bonus should be paid in shares and/or deferred for
any period up to three years.
LTIP
The Committee will make awards in 2016 within the maximum limits described in the Remuneration Policy. The performance conditions will
be the same as for 2015 awards, with the exception that the tailored comparator group has been updated to exclude Highland Gold and include
Endeavour Silver, First Majestic Silver, Fortuna Silver Mines, Tahoe Resources, and Volcan Compañía Minera.
The full comparator group is as follows: Acacia Mining, Agnico-Eagle Mines, Alamos Gold, AngloGold Ashanti, Barrick Gold, Centamin Egypt,
Cia des Minas Buenaventura, Coeur Mining, Eldorado Gold, Endeavour Silver, First Majestic Silver, Fortuna Silver Mines, Fresnillo, Gold Fields,
Goldcorp, Hecla Mining, IAMGOLD, Kinross Gold, Newmont Mining, Pan American Silver, Petropavlovsk, Polymetal, Randgold Resources, Silver
Standard Resources, Tahoe Resources, and Volcan Compañía Minera.
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Governance p24-60
DIRECTORS’ REMUNERATION REPORT CONTINUED
PERCENTAGE CHANGE IN CEO REMUNERATION
The table below shows the percentage change in CEO remuneration from the prior year compared with the percentage change in remuneration
for all other employees.
Base salary2
Taxable benefits
Single-year variable3
1
‘Other employees’ comprise full-time salaried employees in Peru.
2 Includes compensation for time services.
CEO remuneration
US$000
2014
471
443
409
2015
584
44
700
% change
20.2%
no change
71.2%
Other employees1
% change
9.6%
n/a
35.3%
3 Restated – see footnotes 2 & 6 to the table in the section above entitled “Single Total Figure Of Remuneration for Executive Directors”.
RELATIVE IMPORTANCE OF SPEND ON PAY
The table below shows the percentage change in total employee pay expenditure and shareholder distributions (that is dividends and share
buybacks) from the financial year ended 31 December 2014 to the financial year ended 31 December 2015.
Distribution to shareholders
US$000
Employee remuneration
US$000
2015
NIL
2014
NIL
% change
n/a
2015
139,684
2014
157,696
% change
-11%
The Directors are not recommending the payment of a final dividend for the year ended 31 December 2015 (2014: nil).
PAY FOR PERFORMANCE
The following graph shows the TSR for the Company compared to the FTSE350 Mining Index and FTSE SmallCap Index, assuming £100 was
invested on 31 December 2008. The Board considers that the FTSE350 Mining Index is an appropriate published index as it reflects the sector
that Hochschild operates in, and the FTSE SmallCap Index provides a view of performance against a broad equity market index of which
Hochschild has been a constituent since 2014. The table below details the CEO’s single figure remuneration and actual variable pay outcomes
over the same period.
HISTORICAL TSR PERFORMANCE
£100 INVESTED IN HOCHSCHILD AND FTSE 350 MINING AND FTSE SMALLCAP INDICES ON 31 DECEMBER 2008
600
500
400
300
200
100
0
CEO
31 Dec 08
31 Dec 09
31 Dec 10
31 Dec 11
31 Dec 12
31 Dec 13
31 Dec 14
31 Dec 15
FTSE 350 Mining Index
FTSE SmallCap
Hochschild Mining plc
2009
2010
2011
2012
2013
2014
2015
Miguel
Aramburú1
Miguel
Aramburú
Ignacio
Bustamante2
Ignacio
Bustamante
Ignacio
Bustamante
Ignacio
Bustamante
Ignacio
Bustamante
Ignacio
Bustamante
CEO single figure of
remuneration ($000)
Annual bonus outcome
(% of maximum)
LTI vesting outcome
(% of maximum)
1,228
1,019
1,525
100%
46%
100%
0%
0%
47%
1,120
100%
0%
1,852
90%
98%
999
81%
0%
9243
1,328
67%
0%
67%
0%
1 Miguel Aramburú resigned on 31 March 2010.
2 Ignacio Bustamante was appointed on 1 April 2010.
3 Restated – see footnotes 2 & 6 to the table in the section above entitled “Single Total Figure Of Remuneration for Executive Directors”.
52
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Hochschild Mining plc Annual Report 2015
Hochschild Mining plc Annual Report 2015
Governance
DIRECTORS’ INTERESTS (AUDITED)
The interests of the Directors and their families in the ordinary shares of the Company as at 31 December 2015 are detailed in the table below.
The CEO is required to invest 20% of vested LTIP awards and retain 50% of the after-tax vested ELTIP shares until such time as he has
accumulated a shareholding with a value of 200% of salary.
Shares held
Owned outright
or vested at
31 Dec 2014
Owned outright
or vested at
31 Dec 2015
62,219
166,710
199,320,272 274,065,373
–
–
19,641
14,285
68,750
40,000
275,000
200,000
33,750
10,000
–
–
Vested but
subject to
holding
period
1,558,299
–
–
–
–
–
–
–
Unvested and
subject to
performance
conditions
1,383,218
–
–
–
–
–
–
–
Ignacio Bustamante
Eduardo Hochschild
Jorge Born Jr.
Sir Malcolm Field
Nigel Moore
Roberto Dañino
Dr Graham Birch
Enrico Bombieri
Shareholding
requirement
(% of salary)
200%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Current
shareholding
(% of salary)
17%1
–
–
–
–
–
–
–
Requirement
met?
No
–
–
–
–
–
–
–
1 Using the Company’s closing share price and GBP/USD exchange rate as at 31 December 2015 of 48.3p and £1:$1.48234 respectively.
There have been no changes to Directors’ shareholdings since 31 December 2015.
Details of Directors’ interests in shares and options under Hochschild’s long-term incentives are set out in the section following.
DIRECTORS’ INTERESTS IN SHARE OPTIONS, SHARES AND CASH AWARDS IN HOCHSCHILD LONG-TERM
INCENTIVE PLANS AND ALL EMPLOYEE PLANS
Ignacio Bustamante
DBP3
2011 ELTIP
2011 ELTIP
2014 ELTIP
2014 ELTIP
2014 ELTIP
2013 LTIP
2014 LTIP
2015 LTIP
RSP
RSP
RSP
RSP
Date of
grant
Share
price
at grant1
Exercise price
at grant
Number
of shares
awarded1
Face value
at grant2
Performance
period
Vesting
Date
20.03.14
28.04.11
28.04.11
20.03.14
20.03.14
20.03.14
13.03.13
12.03.14
18.03.15
30.12.14
30.12.14
30.12.14
30.12.14
155p
379p
379p
155p
155p
155p
n/a
n/a
n/a
77p
77p
77p
77p
Nil
Nil
Nil
Nil
Nil
Nil
n/a
n/a
n/a
Nil
Nil
Nil
Nil
66,727
102,365
204,731
269,030
269,030
538,062
n/a
n/a
n/a
298,314
298,314
298,314
596,630
£103,294
£387,550
£775,099
£416,456
£416,456
£832,913
$1m
$1m
$1m
£229,046
£229,046
£229,046
£458,094
n/a
01.01.11 – 31.12.15
01.01.11 – 31.12.16
01.01.14 – 31.12.17
01.01.14 – 31.12.18
01.01.14 – 31.12.19
01.01.13 – 31.12.15
01.01.14 – 31.12.16
01.01.15 – 31.12.17
n/a
n/a
n/a
n/a
20.03.16
28.04.16
28.04.17
20.03.18
20.03.19
20.03.20
13.03.16
12.03.17
18.03.18
30.12.16
30.12.17
30.12.18
30.12.19
1 These figures have been updated for the November 2015 rights issue and, in the case of the share price at grant, the share price has been rounded to the nearest pence.
2 The face value of (a) equity settled incentives are stated in Pounds Sterling and (b) cash settled incentives, namely Long Term Incentive Plan awards, are stated in
US Dollars (to be paid in US Dollars or its equivalent in Peruvian Nuevos Soles).
3 50% of the 2014 DBP award (which relates to the deferred portion of the 2013 annual bonus) vested in March 2015.
OTHER INTERESTS
None of the Directors had an interest in the shares of any subsidiary undertaking of the Company or in any significant contracts of the Group.
EXTERNAL APPOINTMENTS OF EXECUTIVE DIRECTORS IN 2015 (UNAUDITED)
The table below details the fees received by Ignacio Bustamante, as the only Executive Director in office during 2015, in respect of his
non-Group directorships and which are retained by him.
Name of Company
Caral Edificaciones SAC
Fee received
PNS 26,797 (US$7,851.45)
Signed on behalf of the Board
ENRICO BOMBIERI
Chairman of the Remuneration Committee
8 March 2016
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Governance p24-60
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
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 Strategic Report, 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.
54
Hochschild Mining plc Annual Report 2015
Governance INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS
OF HOCHSCHILD MINING PLC
OVERVIEW OF OUR AUDIT APPROACH
Risks of material misstatement
Audit scope
• Recoverability of the carrying value of the Group’s mining assets
• Revenue recognition
• Going concern
• Tax contingencies
• We performed an audit of the complete financial information of 3 of the 20 components and
performed audit procedures on specific selected accounts of 2 additional components.
• The components where we performed full and specific audit procedures accounted for 97%
of Adjusted EBITDA on an absolute basis (as defined in the Financial Review on page 14 of the
Annual Report), 100% of revenue and 97% of total assets.
Materiality
• Overall Group materiality of US$2.6m which represents 2% of Adjusted EBITDA.
OUR ASSESSMENT OF RISK OF MATERIAL MISSTATEMENT
We identified the risks of material misstatement described below as those that had the greatest effect on our overall audit strategy, the
allocation of resources in the audit and the direction of the efforts of the audit team. In addressing these risks, we have performed the procedures
below which were designed in the context of the financial statements as a whole and, consequently, we do not express any opinion on these
individual areas.
What we concluded to the Audit Committee
As a result of the procedures performed, we
concluded that management’s impairment
indicator analysis and impairment
assessment for the Group’s CGUs had been
carried out appropriately and in accordance
with the requirements of IAS 36 “Impairment
of Assets”, IFRS 6 “Exploration and Evaluation
of Mineral Resources” and IFRS 13 “Fair Value
Measurement”.
We challenged the accuracy and
appropriateness of all significant assumptions,
noting that all such assumptions fell within a
range of acceptable outcomes. However, there
are a number of particularly sensitive inputs
in the analysis, to which only minor adverse
changes would result in a (further) impairment
charges being necessary to one or more of the
Group’s CGUs (as disclosed in note 16 to the
consolidated financial statements.
We concur with management’s conclusion
to recognise an impairment charge of the
Arcata, Pallancata, Crespo, Azuca, San Felipe
and Volcan CGUs in the amount of $207.1m.
All required disclosures have been made in
the Group financial statements.
Risk
Our response to the risk
Recoverability of the carrying
value of the Group’s mining assets
Refer to the Audit Committee
Report (page 33); Accounting
policies (page 71); and Notes 16,
17 and 18 of the Consolidated
Financial Statements.
At 31 December 2015 the carrying
value of property, plant and
equipment, evaluation and
exploration assets and intangible
assets was $1,211.7m (2014:
$1,326.4m). The Group recognised
impairment charges in respect of
property, plant and equipment,
evaluation and exploration assets
and intangible assets during the
year of $207.1m (2014: nil).
We focused on this area because
of the materiality of the balances
involved and because the
assessment of the recoverability
of the carrying value of the
Group’s cash generating units
(“CGUs”) involves significant
judgements about the future
results of the business and the
discount rates applied to future
cash flow forecasts.
We continue to consider this to
be a risk area in 2015, given the
ongoing challenges faced by the
Group during the year arising from
declines and volatility in market
prices for silver and gold.
Our approach focused on the following procedures:
• we obtained an understanding of management’s
process around impairment assessment, including all
related controls;
• we audited management’s assessment of whether
indicators of impairment (as defined in IAS 36
“Impairment of Assets” and IFRs 6 “Exploration for and
Evaluation of Mineral Resources”) exist for its CGUs and
evaluating this assessment, including a challenge of the
validity and completeness of the indicators identified
with reference to our knowledge of the business
obtained elsewhere in our audit;
• where indicators existed, we obtained recoverable value
models from management for the Group’s CGUs and
assessed the appropriateness of the methodology
applied in preparing these recoverable value models;
• we tested the recoverable value models for accuracy,
performed sensitivity analyses on significant inputs,
and challenged the appropriateness of key assumptions
(e.g. price assumptions, production and costing figures,
etc.) as compared with third party/independent sources
(e.g. analyst price forecasts) or other evidence;
• we involved valuations specialists to assist the audit
team in challenging and assessing the appropriateness
of the discount rates used in the calculation;
• we agreed key inputs to approved mine plans or
budgets as appropriate, and compared these with
historical actual figures, considering the accuracy
of previous internal forecasts;
• we compared the calculated recoverable values to the
associated carrying values, assessing whether any
impairment charges or reversals of previously recognised
impairment charges were necessary; and
• we considered the appropriateness, sufficiency, and
clarity of any impairment-related disclosures provided in
the Group Financial Statements, including the disclosure
of key sensitivities.
We performed audit procedures at the Group level over this
risk area covering 100% of the risk amount.
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Governance p24-60
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF HOCHSCHILD MINING PLC CONTINUED
Risk
Our response to the risk
Revenue recognition
Our approach focused on the following procedures:
Refer to the Audit Committee
Report (page 33); Accounting
policies (page 72); and Note 5 of
the Consolidated Financial
Statements.
• we obtained an understanding of and tested that the
key controls around the revenue recognition process are
designed and implemented effectively, supporting the
prevention, detection or correction of material errors in
the reported revenue figures;
For the year ended 31 December
2015 the Group recognised
revenue from operations of
$469.1m (2014: $493.0m).
• we audited the terms and conditions of material sales
contracts and ensure they have been accounted for in
line with the Group’s revenue recognition policy and the
requirements of IFRS;
What we concluded to the Audit Committee
As a result of the procedures performed, we
have been able to conclude that revenue has
been recognised in accordance with IAS 18
and that the calculation of the provisional
pricing adjustment and the values of the
realised and unrealised gains on the hedging
arrangements have been performed in
accordance with the Group’s accounting
policies and IFRS. We noted that in all cases
management’s assumptions and estimates
were reasonable.
We continue to consider revenue
recognition as an area of higher
risk which drives our audit strategy
and allocation of resources. The
number of sales contracts and
complex terms under which title,
risk and reward pass to the
customer increases the risk of
overstatement and cut-off errors.
We have also identified risks in
relation to the revenue hedging
arrangements entered into by the
Group and the calculation of the
adjustment for provisional pricing,
including the estimate of silver
and gold in the concentrate sold.
Going concern
Refer to the Audit Committee
Report (page 33); and Note 2a)
of the Consolidated Financial
Statements.
This area continues to be
considered an area of risk for
2015 given the Group’s increased
leverage since 2014. The Group
is required to make regular debt
repayments and there are
restrictive covenants over its debt.
These factors coupled with the
continued volatility in commodity
prices have led to our increased
focus on this area.
Management and the Board
prepare a cash flow forecast and
undertake sensitivity analysis of
the key assumptions to ensure
that the Group can operate as a
going concern for at least twelve
months from the date the
financial statements are signed.
• we performed substantive testing procedures covering
100% of revenue transactions, including cut off testing
to ensure revenue was recognised in the correct period;
• where provisional pricing applies, we compared the fair
value price assumptions to market forward rates and
tested the reasonableness of the estimates of silver and
gold in the concentrate sold;
• for the silver and gold price swaps entered during the
year, we audited management’s hedging documentation,
forming an independent view that the application of
hedge accounting was appropriate. We also tested any
resulting realised and unrealised gains, including the
agreement of market forward rates used in determining
the fair value at the balance sheet date; and
• we read the financial statements assessing whether all
required disclosures in respect of revenue recognition,
provisional pricing and hedging arrangements were
included in the Group financial statements.
We performed full scope audit procedures over this risk
area in two components, which covered 100% of the
risk amount.
Our approach focused on the following procedures:
• we obtained the Group’s going concern forecasts
covering at least the twelve month period following
approval of the financial statements. We challenged the
key assumptions and judgements made by the directors
therein. We satisfied ourselves as to the reasonableness
of all key assumptions, as well as their consistency,
where appropriate, with other key assumptions noted
elsewhere throughout our audit (notably those in our
audit of the Group’s impairment models above);
• we updated our understanding of the contractual
terms of the Group’s financing arrangements;
• we also read the lending agreements to substantiate
our knowledge of the borrowing covenants to which
the Group is subject and recalculated its forecast
compliance with the same over the going concern
assessment period;
• we read the Group financial statements to ensure
the new borrowings were presented and disclosed
appropriately; and
• we considered whether, given the available information
and based on management’s forecasts, the use of the
going concern assumption is appropriate.
We performed audit procedures at the Group level over this
risk area.
56
Hochschild Mining plc Annual Report 2015
As a result of the procedures performed on
management’s cash flow forecasts, we have
obtained sufficient audit evidence to conclude
that the use of the going concern assumption
in the preparation of the 2015 annual
financial statements is appropriate and that
no disclosures are required in the Group
financial statements with respect to those
conditions or events that may cast significant
doubt on the entity’s ability to continue as a
going concern in accordance with IFRS.
Governance What we concluded to the Audit Committee
As a result of the procedures performed and
in consultation with our tax specialist teams,
we have considered the estimates and
assumptions made by management
regarding these exposures to be reasonable.
All required disclosures have been made in
the Group financial statements.
Risk
Our response to the risk
Tax contingencies
Our approach focused on the following procedures:
Refer to the Audit Committee
Report (page 33); Accounting
policies (page 73); and Note 34
of the Consolidated Financial
Statements (page 101)
At 31 December 2015 the Group
disclosed tax related contingencies
of $35.0m (2014: $46.1m).
We identified tax exposures as
another area of higher risk, due
to the size of the potential fines or
losses that the Group could suffer
as a result of open tax authority
reviews and the uncertainty
surrounding the amount and
timing of these potential liabilities.
• we analysed management’s assessment with regards
to potential tax contingencies arising from tax authority
reviews, primarily in Peru and Argentina;
• we updated our understanding of management’s
process for assessing the contingencies;
• we challenged the likelihood of an unfavourable outcome
for the Group with regards to these contingencies, by
forming an independent assessment based on the
relevant facts and circumstance of each significant
review, concluding that the Group has appropriately
designated all contingencies as either ‘remote’ or
‘possible’, or ‘probable’ and has recognised and disclosed
any such contingencies in the Group financial statements
as required; and
• where applicable, we obtained confirmations from
external legal counsel to support Group management’s
position in respect of these potential contingencies.
We performed full scope audit procedures over this risk area
in three components, which covered 100% of the risk amount.
As in all of our audits, we also addressed the risk of management override of internal controls, including evaluating whether there is evidence of
bias by the Directors that may represent a risk of material misstatement due to fraud. This is not a complete list of all risks identified by our audit.
THE SCOPE OF OUR AUDIT
Tailoring the scope
For the Parent Company – our assessment of audit risk and our evaluation of materiality determines our audit scope for the Parent Company
financial statements. This helps us to form an opinion on the Parent Company financial statements under International Standards on Auditing
(ISA) (UK and Ireland).
For the Group – we tailored the scope of our audit to ensure that we obtained sufficient audit evidence to be able to give an opinion on the Group
financial statements as a whole under ISA (UK and Ireland), taking into account the structure of the Group, its accounting processes and controls,
the industry in which the Group operates, and the risks of material misstatement to the Group financial statements as noted above.
In assessing the risk of material misstatement to the Group financial statements, and to ensure we had adequate quantitative coverage of
significant accounts in the Group financial statements, of the 20 reporting components of the Group, we selected three components covering
entities within the UK, Peru and Argentina, which represent the principal business units within the Group. On these components we performed
an audit of the complete financial information (“full scope components”) which were selected based on their size or risk characteristics.
In addition to this, at the Group level we performed audit procedures on specific selected accounts on two components 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 (“specific scope components”).
The reporting full scope and specific scope components where we performed audit procedures accounted for 97% (2014: 99%) of the Group’s
Adjusted EBITDA on an absolute basis, 100% (2014: 100%) of the Group’s revenue and 97% (2014: 91%) of the Group’s total assets.
Of the remaining 15 components, that together represent 3% of the Group’s Adjusted EBITDA, none are individually greater than 1% of the
Group’s Adjusted EBITDA. For these components, we performed other procedures, including analytical review and testing of consolidation
journals to respond to any potential risks of material misstatement to the Group financial statements.
The charts below illustrate the coverage obtained from the work performed by our audit teams.
Adjusted EBITDA
Revenue
3%
Total Assets
3%
7%
97%
100%
90%
• Full scope components
• Other procedures
• Full scope components
• Full scope components
• Specific scope components
• Other procedures
www.hochschildmining.com
57
Governance p24-60
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF HOCHSCHILD MINING 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 primary audit engagement team, or by component auditors from other EY global network firms operating under our
instruction. Of the three full scope components, audit procedures were performed on two of these directly by the Peruvian and Argentinian EY
member firms.
We determined the level of involvement we needed to have in the audit work at those components to be able to conclude whether sufficient
appropriate audit evidence had been obtained as a basis for our opinion on the Group financial statements as a whole.
The Group audit team continued to follow a programme of planned visits that has been designed to ensure that the Senior Statutory Auditor
visits each of the primary operating locations where the Group audit scope was focused. The Senior Statutory Auditor visits the Peru operating
location twice every year, and the Argentina operating location at least once every two years. During the current year’s audit cycle, visits were
undertaken by the primary audit team, including the Senior Statutory Auditor to the component team in Peru. For all locations subject to a full
audit, in addition to any location visits, the primary team interacted regularly with the component teams during various stages of the audit
and were responsible for the scope and direction of the audit process. The primary team also participated in the component teams’ planning,
discussed the audit approach with the component teams and any issues arising from their work, reviewed key audit working papers and
attended all closing meetings either in person or by call. The Group audit team also tested the consolidation process and carried out analytical
procedures to confirm our conclusion that there were no significant risks of material misstatement of the aggregated financial information of
the remaining components not subject to full audit or an audit of specified account balances. This, together with the additional procedures
performed at Group level, gave us appropriate evidence for our opinion on the Group financial statements as a whole.
OUR APPLICATION OF 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.
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.
We determined materiality for the Group to be US$2.6 million (2014: US$2.7 million), which is 2% (2014: 2%) of Adjusted EBITDA. As the Group
continues to be loss making for 2015 we consider that Adjusted EBITDA provides us with an earnings-based measure that is significant to users
of the financial statements on which we could set our materiality. This was deemed to be a critical measure for users of the financial statements,
given the focus on this metric by the Group’s shareholders, investors and external lenders, specifically as an Adjusted EBITDA measure is used to
assess the Group’s compliance with key restrictive covenants on these borrowings.
• Profit from continuing operations before exceptional items, net finance cost, foreign exchange loss and
Starting basis
income tax
• Add: Depreciation and amortisation in cost of sales and in administrative expenses
• Add: Exploration expenses other than personnel and other exploration related fixed expenses
• Add: Other non-cash expenses
• Adjusted EBITDA
• Materiality: 2% of Adjusted EBITDA
Adjustments
Materiality
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 assessments, together with our assessment of the Group’s overall control environment, our judgement was that
performance materiality was 75% (2014: 75%) of our planning materiality, namely US$1.95m (2014: US$2.0m). We have set performance
materiality at this percentage due to our understanding of the Group’s control environment and that there have been no significant events that
would alter our expectation that there is a low likelihood of misstatements that would be material individually or in aggregate to the financial
statements. Our objective in adopting this approach is to ensure that total detected and undetected audit differences do not exceed our
materiality of US$2.6 million for the consolidated financial statements as whole.
Audit work at component locations for the purpose of obtaining audit coverage over significant financial statement accounts is undertaken
based on a percentage of total performance materiality. The performance materiality set for each component is based on the relative scale and
risk of the component 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$1.95m – US$1.1m (2014: $2.0m – $0.9m).
58
Hochschild Mining plc Annual Report 2015
Governance
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 them all uncorrected audit differences in excess of US$130k (2014: US$135k),
which is set at 5% of planning materiality, 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.
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’s and the 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 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.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITOR
As explained more fully in the Directors’ Responsibilities Statement set out on page 54, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the
financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us
to comply with the Auditing Practices Board’s Ethical Standards for Auditors.
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.
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.
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:
We have no exceptions
to report.
• 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 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 are not made; or
• we have not received all the information and explanations we require for our audit.
We are required to review:
• the directors’ statement in relation to going concern, set out on pages 26 and 27, and
longer-term viability, set out on page 23; and
• the part of the Corporate Governance Statement relating to the company’s compliance
with the ten provisions of the UK Corporate Governance Code specified for our review.
Companies Act 2006
reporting
Listing Rules review
requirements
We have no exceptions
to report.
We have no exceptions
to report.
www.hochschildmining.com
59
Governance p24-60
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF HOCHSCHILD MINING PLC CONTINUED
Statement on the Directors’ Assessment of the Principal Risks that Would Threaten the Solvency or Liquidity of the Entity
We have nothing
material to add or
to draw attention to.
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.
STEVEN DOBSON
(Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
8 March 2016
Notes:
1
The maintenance and integrity of the Hochschild Mining plc web site 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 web site.
2
Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
60
Hochschild Mining plc Annual Report 2015
Governance Financial statements
CONSOLIDATED INCOME STATEMENT
For the year ended 31 December 2015
Continuing operations
Revenue
Cost of sales
Gross profit
Administrative expenses
Exploration expenses
Selling expenses
Other income
Other expenses
Impairment and write-off of assets, net
Loss from continuing operations before net
finance income/(cost), foreign exchange loss and
income tax
Finance income
Finance costs
Foreign exchange loss
Loss from continuing
operations before income tax
Income tax (expense)/benefit
Loss for the year from continuing operations
Attributable to:
Equity shareholders of the Company
Non-controlling interests
Basic and diluted loss per ordinary share from
continuing operations for the year (expressed
in US dollars per share)
Notes
3,5
6
7
8
9
12
12
11
13
13
14
469,146
(403,657)
65,489
(38,148)
(9,255)
(21,729)
8,021
(15,264)
–
(10,886)
1,898
(31,414)
(5,627)
(46,029)
(20,370)
(66,399)
Year ended 31 December 2015
Exceptional
items
(note 11)
US$000
Before
exceptional
items
US$000
Total
US$000
Year ended 31 December 2014
Exceptional
items
(note 11)
US$000
Before
exceptional
items
US$000
Total
US$000
–
(1,514)
(1,514)
–
–
–
–
–
(207,146)
469,146
(405,171)
63,975
(38,148)
(9,255)
(21,729)
8,021
(15,264)
(207,146)
492,951
(404,639)
88,312
(43,335)
(17,254)
(28,697)
4,112
(17,512)
–
–
(6,065)
(6,065)
(2,752)
(886)
–
–
(2,963)
109
492,951
(410,704)
82,247
(46,087)
(18,140)
(28,697)
4,112
(20,475)
109
(208,660)
–
(1,486)
–
(219,546)
1,898
(32,900)
(5,627)
(14,374)
2,215
(33,074)
(4,990)
(12,557)
4,061
(9,491)
–
(210,146)
36,888
(173,258)
(256,175)
16,518
(239,657)
(50,223)
(6,466)
(56,689)
(17,987)
3,845
(14,142)
(61,852)
(4,547)
(66,399)
(172,758)
(500)
(173,258)
(234,610)
(5,047)
(239,657)
(54,963)
(1,726)
(56,689)
(13,914)
(228)
(14,142)
(26,931)
6,276
(42,565)
(4,990)
(68,210)
(2,621)
(70,831)
(68,877)
(1,954)
(70,831)
15
(0.14)
(0.38)
(0.52)
(0.13)
(0.03)
(0.16)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2015
Loss for the year
Other comprehensive income to be reclassified to profit or loss in subsequent periods:
Exchange differences on translating foreign operations
Change in fair value of available-for-sale financial assets
Recycling of the loss on available-for-sale financial assets
Change in fair value of cash flow hedges
Recycling of the gain on cash flow hedges
Deferred income tax relating to components of other comprehensive income
Other comprehensive gain for the period, net of tax
Total comprehensive expense for the year
Total comprehensive expense attributable to:
Equity shareholders of the Company
Non-controlling interests
Notes
19
14
Year ended 31 December
2015
US$000
(239,657)
(597)
(86)
104
35,887
(18,962)
(4,739)
11,607
(228,050)
(223,003)
(5,047)
(228,050)
2014
US$000
(70,831)
(1,716)
(3,106)
2,096
18,945
(14,603)
(1,216)
400
(70,431)
(68,477)
(1,954)
(70,431)
www.hochschildmining.com
www.hochschildmining.com
61
61
Financial statementsp61-120
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2015
ASSETS
Non-current assets
Property, plant and equipment
Evaluation and exploration assets
Intangible assets
Available-for-sale financial assets
Trade and other receivables
Income tax receivable
Deferred income tax assets
Current assets
Inventories
Trade and other receivables
Income tax receivable
Other financial assets
Cash and cash equivalents
Total assets
EQUITY AND LIABILITIES
Capital and reserves attributable to shareholders of the Parent
Equity share capital
Share premium
Treasury shares
Other reserves
Retained earnings
Non-controlling interests
Total equity
Non-current liabilities
Trade and other payables
Borrowings
Provisions
Deferred income
Deferred income tax liabilities
Current liabilities
Trade and other payables
Other financial liabilities
Borrowings
Provisions
Income tax payable
Total liabilities
Total equity and liabilities
As at
31 December
2015
US$000
As at
31 December
2014
US$000
Notes
16
17
18
19
20
28
21
20
36(e)
22
27
27
27
27
24
25
26
23
28
24
36(e)
25
26
1,045,516
138,171
27,981
366
10,187
47
–
1,222,268
70,286
124,827
20,384
21,267
84,017
320,781
1,543,049
223,805
438,041
(898)
(203,649)
218,093
675,392
90,113
765,505
20,379
339,778
121,402
25,000
64,274
570,833
1,076,310
207,290
42,815
455
6,488
–
1,574
1,334,932
58,417
167,038
25,584
4,342
115,999
371,380
1,706,312
170,389
396,021
(898)
(217,335)
451,047
799,224
95,160
894,384
92
440,834
111,751
25,000
84,959
662,636
101,892
1,141
94,760
6,115
2,803
206,711
777,544
1,543,049
111,890
1,533
27,882
2,870
5,117
149,292
811,928
1,706,312
These financial statements were approved by the Board of Directors on 8 March 2016 and signed on its behalf by:
IGNACIO BUSTAMANTE
Chief Executive Officer
8 March 2016
62
62
Hochschild Mining plc Annual Report 2015
Hochschild Mining plc Annual Report 2015
Financial statements
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2015
Cash flows from operating activities
Cash generated from operations
Interest received
Interest paid
Payment of mine closure costs
Income tax received/(paid)
Net cash generated from operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
Purchase of evaluation and exploration assets
Purchase of intangibles
Dividends received
Proceeds from deferred income
Proceeds from sale of available-for-sale financial assets
Proceeds from sale of property, plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Proceeds of borrowings
Repayment of borrowings
Transaction costs of borrowings
Dividends paid
Proceeds from issue of ordinary shares
Cash flows generated in financing activities
Net decrease in cash and cash equivalents during the year
Exchange difference
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Year ended 31 December
2015
US$000
2014
US$000
Notes
32
26
23
29
22
166,234
726
(36,445)
(2,538)
5,279
133,256
(216,188)
(6,861)
(612)
–
–
3
339
(223,319)
175,948
(209,173)
–
(964)
95,216
61,027
(29,036)
(2,946)
115,999
84,017
129,993
1,931
(25,585)
(5,524)
(7,036)
93,779
(309,033)
(6,071)
(281)
494
3,223
48,097
564
(263,007)
482,393
(458,132)
(9,166)
(10,056)
–
5,039
(164,189)
(6,247)
286,435
115,999
www.hochschildmining.com
www.hochschildmining.com
63
63
Financial statementsp61-120
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2015
Equity
share
capital
US$000
Share
premium
US$000
Treasury
shares
US$000
Notes
Unrealised
gain/
(loss) on
available-
for-sale
financial
assets
US$000
Unrealised
gain/
(loss) on
hedges
US$000
Bond
equity
component
(note 25(b))
US$000
Cumulative
translation
adjustment
US$000
Share-
based
payment
reserve
US$000
Merger
reserve
US$000
Total
Other
reserves
US$000
Retained
earnings
US$000
Capital and
reserves
attributable
to
shareholders
of the Parent
US$000
Non-
controlling
interests
US$000
Total
equity
US$000
Other reserves
170,389 396,021
(898)
1,024
–
8,432
(11,289)
(210,046)
736
(211,143)
511,492
865,861 104,375
970,236
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(1,010)
3,126
–
–
–
(1,010)
3,126
–
–
–
(1,716)
–
(1,716)
400
–
–
400
–
400
(68,877)
(68,877)
(1,954)
(70,831)
400
(68,877)
(68,477)
(1,954)
(70,431)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(8,432)
8,432
610
1,230
610
1,230
–
–
–
–
–
–
610
1,230
–
–
–
–
610
1,230
–
(7,261)
(7,261)
–
–
–
–
–
–
–
–
–
–
–
Balance at
1 January 2014
Other comprehensive
(loss)/income
Loss for the year
Total comprehensive
income/(loss)
for the year
Transfer to retained
earnings
CEO LTIP
Deferred bonus plan
Dividends declared to
non-controlling
interests
Balance at
31 December 2014
Other comprehensive
(loss)/income
Loss for the year
Total comprehensive
income/(loss)
for the year
Issuance of shares of
deferred bonus plan
Issuance of shares
Transaction costs
related to issuance of
shares
Restricted share plan
Deferred bonus plan
CEO LTIP
Balance at
31 December 2015
29
–
–
–
–
170,389 396,021
(898)
14
3,126
–
–
–
–
–
–
220
–
27 53,196 46,812
27
27
–
–
–
–
(4,792)
–
–
–
–
–
–
–
–
–
–
–
–
18
12,186
–
–
18
12,186
–
–
–
–
–
–
–
–
–
–
–
–
223,805 438,041
(898)
32
15,312
(8,432)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(13,005)
(210,046)
2,576
(217,335)
451,047
799,224
95,160
894,384
(597)
–
(597)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
11,607
–
11,607
–
11,607
–
(234,610)
(234,610)
(5,047)
(239,657)
11,607
(234,610)
(223,003)
(5,047)
(228,050)
(1,560)
(1,560)
1,340
–
–
–
–
–
2,843
2,843
469
327
469
327
–
100,008
–
–
–
316
(4,792)
2,843
469
643
–
–
–
–
–
–
–
100,008
(4,792)
2,843
469
643
(13,602)
(210,046)
4,655
(203,649)
218,093
675,392
90,113
765,505
64
64
Hochschild Mining plc Annual Report 2015
Hochschild Mining plc Annual Report 2015
Financial statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1 CORPORATE INFORMATION
Hochschild Mining plc (hereinafter ‘the Company’) is a public limited company incorporated on 11 April 2006 under the Companies Act 1985
as a Limited Company and registered in England and Wales with registered number 05777693. The Company’s registered office is located at
23 Hanover Square, London W1S 1JB, United Kingdom.
The ultimate controlling party of the Company is Mr Eduardo Hochschild whose beneficial interest in the Company and its subsidiaries
(together ‘the Group’ or ‘Hochschild Mining Group’) is held through Pelham Investment Corporation, a Cayman Islands company.
On 8 November 2006, the Company’s shares were admitted to the Official List of the UKLA (United Kingdom Listing Authority) and
to trading on the London Stock Exchange.
The Group’s principal business is the mining, processing and sale of silver and gold. The Group has three operating mines (Arcata, Pallancata
and Inmaculada) located in southern Peru and one operating mine (San Jose) located in Argentina. The Group also has a portfolio of projects
located across Peru, Argentina, Mexico and Chile at various stages of development.
These consolidated financial statements were approved for issue by the Board of Directors on 8 March 2016.
The Group´s subsidiaries are as follows:
Company
Hochschild Mining (Argentina) Corporation S.A.
MH Argentina S.A.
Minera Santa Cruz S.A.1
Hochschild Mining Chile S.A.2
Minera Hochschild Chile S.C.M.
Andina Minerals Chile Ltd.
Sociedad Contractual Minera Victoria
Southwest Minerals (Yunnan) Inc.
Hochschild Mining Holdings Limited
Hochschild Mining Ares (UK) Limited
Southwest Mining Inc.
Southwest Minerals Inc.
HMX, S.A. de C.V.
Minera Hochschild Mexico, S.A. de C.V.
Hochschild Mining (Peru) S.A.
Compañía Minera Ares S.A.C.
Compañía Minera Arcata S.A.
Empresa de Transmisión Callalli S.A.C.
Asociación Sumac Tarpuy3
Minera Oro Vega S.A.C.4
Empresa de Transmisión Aymaraes S.A.C.5
Minera Antay S.A.C.
Hochschild Mining (US) Inc.
Principal activity
Holding company
Exploration office
Production of gold & silver
Holding company
Exploration office
Exploration office
Exploration office
Exploration office
Holding company
Administrative office
Exploration office
Exploration office
Service company
Exploration office
Holding company
Production of gold & silver
Production of gold & silver
Power transmission
Not-for-profit
Exploration office
Power transmission
Exploration office
Holding company
Country of
incorporation
Argentina
Argentina
Argentina
Chile
Chile
Chile
Chile
China
England & Wales
England & Wales
Mauritius
Mauritius
Mexico
Mexico
Peru
Peru
Peru
Peru
Peru
Peru
Peru
Peru
USA
Equity interest at
31 December
2015
%
100
100
51
–
100
100
100
100
100
100
100
100
100
100
100
100
99.1
100
–
–
50
100
100
2014
%
100
100
51
100
100
100
100
100
100
100
100
100
100
100
100
100
99.1
100
–
100
50
99.9
100
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65
Financial statementsp61-120
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
1 CORPORATE INFORMATION CONTINUED
1 The Group has a 51% interest in Minera Santa Cruz S.A., while the remaining 49% is held by a non-controlling interest. The significant financial information
in respect of this subsidiary before intercompany eliminations as at and for the years ended 31 December 2015 and 2014 is as follows:
Non current assets
Current assets
Non current liabilities
Current liabilities
Equity
Revenue
Loss for the year
Net cash generated from operating activities
Net cash used in investing activities
Cash flow used in financing activities
As at 31 December
2015
US$000
225,422
90,552
(90,518)
(44,397)
(181,059)
186,097
(10,290)
32,387
(33,966)
(893)
2014
US$000
226,886
109,700
(78,297)
(66,937)
(191,352)
213,013
(3,997)
75,108
(59,398)
(23,700)
2015 and 2014: Loss attributable to non-controlling interests in the consolidated income statement, non-controlling interest in the consolidated
statement of financial position, and dividends declared to non-controlling interests in the consolidated statement of changes in equity are solely
related to Minera Santa Cruz S.A.
2 On 1 January 2015 Minera Hochschild Chile S.C.M. absorbed Hochschild Mining Chile S.A.
3 Asociación Sumac Tarpuy is an unincorporated entity, which receives donations from Compañía Minera Ares S.A.C. (‘Ares’), and spends this money at the direction
of Ares on community and social welfare activities located close to its mine units. Accordingly, the Group consolidates this entity.
4 On 1 November 2015 Compañía Minera Ares S.A.C. absorbed Minera Oro Vega S.A.C.
5 Although the Group’s interest in this company does not exceed 50%, it remains considered as a subsidiary in accordance with IFRS 10, as the Group has all of
the following elements: (1) power over the investee in the relevant activities, (2) exposure, or rights, to variable returns from its involvement with the investee,
and (3) the ability to use its power over the investee to affect the amount of the investor's returns.
2 SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of preparation
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by
the European Union (EU) and the Companies Act 2006.
The basis of preparation and accounting policies used in preparing the consolidated financial statements for the years ended 31 December 2015
and 2014 are set out below. The consolidated financial statements have been prepared on a historical cost basis except for the revaluation of
certain financial instruments that are measured at fair value at the end of each reporting period, as explained below. These accounting policies
have been consistently applied, except for the effects of the adoption of new and amended accounting standards .
The financial statements are presented in US dollars ($) and all monetary amounts are rounded to the nearest thousand ($000) except when
otherwise indicated.
The financial statements have been prepared on the going concern basis. Details of the factors which have been taken into account in assessing
the Group’s going concern status are set out within the Directors’ report.
Changes in accounting policy and disclosures
The accounting policies adopted in the preparation of the consolidated financial statements are consistent with those applied in the preparation
of the consolidated financial statement for the year ended 31 December 2014.
Standards, interpretations and amendments to existing standards that are not yet effective and have not been previously adopted
by the Group
Certain new standards, amendments and interpretations to existing standards have been published and are mandatory for the Group’s
accounting periods beginning on or after 1 January 2016 or later periods but which the Group has not previously adopted. Those that are
applicable to the Group are as follows:
•
•
IAS 1 Disclosure Initiative - Amendments to IAS 1, applicable for annual periods beginning on or after 1 January 2016.
IAS 16 and IAS 38 - Clarification of Acceptable Methods of Depreciation and Amortisation - Amendments to IAS 16 and IAS 38, applicable
for annual periods beginning on or after 1 January 2016.
• AIP IFRS 5 Non-current Assets Held for Sale and Discontinued Operations - Changes in methods of disposal, applicable for annual periods
beginning on or after 1 January 2016.
• AIP IFRS 7 Financial Instruments: Disclosures - Servicing contracts, applicable for annual periods beginning on or after 1 January 2016.
• AIP IAS 19 Employee Benefits - Discount rate: regional market issue, applicable for annual periods beginning on or after 1 January 2016.
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Financial statements
2 SIGNIFICANT ACCOUNTING POLICIES CONTINUED
•
•
•
•
•
•
IFRS 15 Revenue from Contracts with Customers, applicable for annual periods beginning on or after 1 January 2018.
IFRS 9 Financial Instruments, applicable for annual periods beginning on or after 1 January 2018.
IFRS 12 Disclosure of Interests in Other Entities, applicable for annual periods beginning on or after 1 January 2016.
IFRS 16 Leases, applicable for annual periods beginning on or after 1 Jan 2019.
IAS 7 Statement of cash flows, applicable for annual periods beginning on or after 1 January 2017.
IAS 12 Income Taxes, applicable for annual periods beginning on or after 1 January 2017.
The Group is analysing the effect of the standards and plans to adopt the new standard on the required effective date.
(b) Judgements in applying accounting policies and key sources of estimation uncertainty
Many of the amounts included in the financial statements involve the use of judgement and/or estimation. These judgements and estimates
are based on management’s best knowledge of the relevant facts and circumstances, having regard to prior experience, but actual results may
differ from the amounts included in the financial statements. Information about such judgements and estimates is contained in the accounting
policies and/or the notes to the financial statements. The key areas are summarised below.
Significant areas of estimation uncertainty and critical judgements made by management in preparing the consolidated financial
statements include:
Significant estimates:
• Determination of useful lives of assets for depreciation and amortisation purposes – note 2(e).
Estimates are required to be made by management as to the useful lives of assets. For depreciation calculated under the unit of-production
method, estimated recoverable reserves and resources are used in determining the depreciation and/or amortisation of mine-specific assets. This
results in a depreciation/amortisation charge proportional to the depletion of the anticipated remaining life-of-mine production. Each item’s life,
which is assessed annually, has regard to both its physical life limitations and to present assessments of economically recoverable reserves and
resources of the mine property at which the asset is located. These calculations require the use of estimates and assumptions, including the
amount of recoverable reserves and resources. Changes are accounted for prospectively.
• Determination of ore reserves and resources – note 2(g).
There are numerous uncertainties inherent in estimating ore reserves and resources. Assumptions that are valid at the time of estimation may
change significantly when new information becomes available. Changes in the forecast prices of commodities, exchange rates, production costs or
recovery rates may change the economic status of reserves and resources and may, ultimately, result in the reserves and resources being restated.
• Review of non-financial asset carrying values and impairment charges – 2(i), 16,17 and 18.
The assessment of asset carrying values requires the use of estimates and assumptions such as long-term commodity prices, discount rates,
future capital requirements, exploration potential and operating performance. Changes in these assumptions will affect the recoverable
amount of the property, plant and equipment, evaluation and exploration assets, and intangibles.
• Estimation of the amount and timing of mine closure costs – notes 2(m) and 26.
The Group assesses its mine closure cost provision annually. Significant estimates and assumptions are made in determining the provision for
mine closure cost as there are numerous factors that will affect the ultimate liability payable. These factors include estimates of the extent and
costs of rehabilitation activities, technological changes, regulatory changes, cost increases, mine life and changes in discount rates. Those
uncertainties may result in future actual expenditure differing from the amounts currently provided. The provision at the balance sheet date
represents management’s best estimate of the present value of the future closure costs required. Changes to estimated future costs are
recognised in the statement of financial position by adjusting the mine closure cost liability and the related asset originally recognised. If, for
mature mines, the revised mine assets net of mine closure cost provisions exceed the recoverable value, that portion of the increase is charged
directly to the income statement. For closed sites, changes to estimated costs are recognised immediately in the income statement.
Critical judgements:
• Production start date.
The Group assesses the stage of each mine under development/construction to determine when a mine moves into the production phase, this
being when the mine is substantially complete and ready for its intended use.
The criteria used to assess the start date are determined based on the unique nature of each mine development/construction project, such as
the complexity of the project and its location. The Group considers various relevant criteria to assess when the production phase is considered to
have commenced. At this point, all related amounts are reclassified from ‘Construction in progress’ to the corresponding type of ‘Property, plant
and equipment.’ Some of the criteria used to identify the production start date include,
but are not limited to:
• Level of capital expenditure incurred compared with the original construction cost estimate
• Completion of a reasonable period of testing of the mine plant and equipment
• Ability to produce product in saleable form (within specifications)
• Ability to sustain ongoing production of product
www.hochschildmining.com
www.hochschildmining.com
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Financial statementsp61-120
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
2 SIGNIFICANT ACCOUNTING POLICIES CONTINUED
When a mine development project moves into the production phase, the capitalisation of certain mine development costs ceases and
costs are either regarded as forming part of the cost of inventory or expensed, except for costs that qualify for capitalisation relating to
mining asset additions or improvements, underground mine development or mineable reserve development. It is also at this point that
depreciation/amortisation commences.
Based on the above criteria in determining when Inmaculada moved into the production phase, it was determined by management that
the start date was 1 August 2015.
• Determination of functional currencies – note 2(d).
The determination of functional currency requires management judgement, particularly where there may be several currencies in which
transactions are undertaken and which impact the economic environment in which the entity operates.
•
Income tax – notes 2(r), 14, 28 and 34.
Judgement is required in determining whether deferred tax assets are recognised on the statement of financial position. Deferred tax assets,
including those arising from un-utilised tax losses require management to assess the likelihood that the Group will generate taxable earnings
in future periods, in order to utilise recognised deferred tax assets. Estimates of future taxable income are based on forecast cash flows
from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ
significantly from estimates, the ability of the Group to realise the net deferred tax assets recorded at the balance sheet date could be impacted.
• Recognition of evaluation and exploration assets and transfer to development costs – note 2(f).
Judgement is required in determining when the future economic benefit of a project can reasonably be regarded as assured, at which point
evaluation and exploration expenses are capitalised. This includes the assessment of whether there is sufficient evidence of the probability
of the existence of economically recoverable minerals to justify the commencement of capitalisation of costs; the timing of the end of the
exploration phase and the start of the development phase and the commencement of the production phase. For this purpose, the future
economic benefit of the project can reasonably be regarded as assured when the Board authorises management to conduct a feasibility study,
mine-site exploration is being conducted to convert resources to reserves or mine-site exploration is being conducted to confirm resources, all
of which are based on supporting geological information.
(c) Basis of consolidation
The consolidated financial statements set out the Group’s financial position, performance and cash flows as at 31 December 2015 and
31 December 2014 and for the years then ended, respectively.
Subsidiaries are those entities controlled by the Group regardless of the amount of shares owned by the Group. Control is achieved when the
Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its
power over the investee. Non-controlling interests’ rights to safeguard their interest are fully considered in assessing whether the Group controls
a subsidiary. Specifically, the Group controls an investee if, and only if, the Group has:
• power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);
• exposure, or rights, to variable returns from its involvement with the investee; and
• the ability to use its power over the investee to affect its returns
Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less
than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it
has power over an investee, including:
• the contractual arrangement with the other vote holders of the investee;
• rights arising from other contractual arrangements; and
• the Group’s voting rights and potential voting rights.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more
of the three elements of control.
Basis of consolidation
Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group obtains control, and continue to
be consolidated until the date that such control ceases.
A change in the ownership interest of a subsidiary, without loss of control, is accounted for as an equity transaction, affecting retained earnings.
If the Group loses control over a subsidiary, it (i) derecognises the assets (including goodwill) and liabilities of the subsidiary; (ii) derecognises
the carrying amount of any non-controlling interest (‘NCI’); (iii) derecognises the cumulative translation differences, recorded in equity;
(iv) recognises the fair value of the consideration received; (v) recognises the fair value of any investment retained; (vi) recognises any surplus
or deficit in profit or loss; and (vii) reclassifies the parent’s share of components previously recognised in other comprehensive income to profit
or loss or retained earnings, as appropriate.
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Hochschild Mining plc Annual Report 2015
Hochschild Mining plc Annual Report 2015
Financial statements
2 SIGNIFICANT ACCOUNTING POLICIES CONTINUED
An NCI represents the equity in a subsidiary not attributable, directly and indirectly, to the parent company and is presented separately
within equity in the consolidated statement of financial position, separately from equity attributable to owners of the parent.
Losses within a subsidiary are attributable to the NCI even if that results in a deficit balance.
Business combinations
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate
of the consideration transferred, measured at acquisition date fair value and the amount of any NCI in the acquiree. The choice
of measurement of NCI, either at fair value or at the proportionate share of the acquiree’s identifiable net assets, is determined
on a transaction by transaction basis. Acquisition costs incurred are expensed and included in administrative expenses.
Goodwill is initially measured at cost being the excess of the aggregate of the acquisition date fair value of the consideration transferred and
the amount recognised for the NCI (and where the business combination is achieved in stages, the acquisition date fair value of the acquirer’s
previously held equity interest in the 69 acquire) over the net identifiable amounts of the assets acquired and the liabilities assumed in exchange
for the business combination. Assets acquired and liabilities assumed in transactions separate to the business combinations, such as the
settlement of pre-existing relationships or post-acquisition remuneration arrangements, are accounted for separately from the business
combination in accordance with their nature and applicable IFRSs. Identifiable intangible assets meeting either the contractual-legal or the
separability criterion are recognised separately from goodwill. Contingent liabilities representing a present obligation are recognised if the
acquisition date fair value can be measured reliably.
(d) Currency translation
The functional currency for each entity in the Group is determined by the currency of the primary economic environment in which
it operates. For the holding companies and operating entities this currency is US dollars and for the other entities it is the local currency of
the country in which it operates. The Group’s financial information is presented in US dollars, which is the Company’s functional currency.
Transactions denominated in currencies other than the functional currency of the entity are initially recorded in the functional currency using
the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are remeasured at the
rate of exchange ruling at the statement of financial position date. Exchange gains and losses on settlement of foreign currency transactions
which are translated at the rate prevailing at the date of the transactions, or on the translation of monetary assets and liabilities which are
translated at period-end exchange rates, are taken to the income statement. Non-monetary assets and liabilities denominated in foreign
currencies that are stated at historical cost are translated to the functional currency at the foreign exchange rate prevailing at the date of the
transaction. Exchange differences arising from monetary items that are part of a net investment in a foreign operation are recognised in equity
and transferred to income on disposal of such net investment.
Subsidiary financial statements expressed in their corresponding functional currencies are translated into US dollars by applying the exchange
rate at period-end for assets and liabilities and the transaction date exchange rate for income statement items. The resulting difference on
consolidation is included as cumulative translation adjustment in equity.
(e) Property, plant and equipment
Property, plant and equipment is stated at cost or deemed cost less accumulated depreciation and impairment losses. Cost comprises its
purchase price and directly attributable costs of acquisition or construction required to bring the asset to the condition necessary for the asset to
be capable of operating in the manner intended by management. Economical and physical conditions of assets have not changed substantially
over this period.
The cost less residual value of each item of property, plant and equipment is depreciated over its useful life. Each item’s estimated useful life
has been assessed with regard to both its own physical life limitations and the present assessment of economically recoverable reserves and
resources of the mine property at which the item is located. Estimates of remaining useful lives are made on a regular basis for all mine
buildings, machinery and equipment, with annual reassessments for major items. Depreciation is charged to cost of production on a units of
production basis for mine buildings and installations and plant and equipment used in the mining production process, or charged directly to
the income statement over the estimated useful life of the individual asset on a straight-line basis when not related to the mining production
process. Changes in estimates, which mainly affect units of production calculations, are accounted for prospectively. Depreciation commences
when assets are available for use. Land is not depreciated.
An asset’s carrying amount is written-down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated
recoverable amount.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within other
income/expenses, in the income statement.
The expected useful lives under the straight-line method are as follows:
Buildings
Plant and equipment
Vehicles
Years
3 to 33
5 to 10
5
www.hochschildmining.com
www.hochschildmining.com
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Financial statementsp61-120
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
2 SIGNIFICANT ACCOUNTING POLICIES CONTINUED
Borrowing costs directly attributable to the acquisition or construction of an asset that necessarily takes a substantial period of time to be
ready for its intended use are capitalised as part of the cost of the asset. All other borrowing costs are expensed where incurred. For borrowings
associated with a specific asset, the actual rate on that borrowing is used. Otherwise, a weighted average cost of borrowing is used. The Group
capitalises the borrowing costs related to qualifying assets with a value of US$1,000,000 or more, considering that the substantial period of time
to be ready is six or more months.
Mining properties and development costs
Purchased mining properties are recognised as assets at their cost of acquisition or at fair value if purchased as part of a business combination.
Costs associated with developments of mining properties are capitalised.
Mine development costs are, upon commencement of commercial production, depreciated using the units of production method based on
the estimated economically recoverable reserves and resources to which they relate.
When a mine construction project moves into the production stage, the capitalisation of certain mine construction costs ceases
and costs are either regarded as part of the cost of inventory or expensed, except for costs which qualify for capitalisation relating to mining
asset additions or improvements, underground mine development or mineable reserve development. In addition, the revenue generated for
the sale of the inventory produced during the pre operating stage is recognised as a deduction of the costs capitalised for this project.
Construction in progress and capital advances
Assets in the course of construction are capitalised as a separate component of property, plant and equipment. Once the asset moves into the
production phase, the cost of construction is transferred to the appropriate category. Construction in progress is not depreciated.
Subsequent expenditure
Expenditure incurred to replace a component of an item of property, plant and equipment is capitalised separately with the carrying amount
of the component being written-off. Other subsequent expenditure is capitalised if future economic benefits will arise from the expenditure.
All other expenditure including repairs and maintenance expenditures are recognised in the income statement as incurred.
(f) Evaluation and exploration assets
Evaluation and exploration expenses are capitalised when the future economic benefit of the project can reasonably be regarded as assured.
Projects in the development phase – Exploration and evaluation costs are capitalised as assets from the date that the Board authorises
management to conduct a feasibility study.
Expenditure is transferred to mine development costs once the work completed to date supports the future development of the property
and such development receives appropriate approval.
Identification of resources – Costs incurred in converting inferred resources to indicated and measured resources (of which reserves are a
component) are capitalised as incurred. Costs incurred in identifying inferred resources are expensed as incurred.
(g) Determination of ore reserves and resources
The Group estimates its ore reserves and mineral resources based on information compiled by internal competent persons. Reports to support
these estimates are prepared each year and are stated in conformity with the 2012 Joint Ore Reserves Committee (JORC) code.
It is the Group’s policy to have the report audited by a Competent Person.
Reserves and resources are used in the units of production calculation for depreciation as well as the determination of the timing of mine closure
cost and impairment analysis.
(h) Intangible assets
Right to use energy of transmission line
Transmission line costs represent the investment made by the Group during the period of its use. This is an asset with a finite useful life equal
to that of the mine to which it relates and that is amortised applying the units of production method for that mine.
Water permits
Water permits represent the cost that allow the holder to withdraw a specified amount of water from the ground for reasonable, beneficial
uses. This is an asset with an indefinite useful life.
Legal rights
Legal rights correspond to expenditures required to give the Group the right to use a property for the surface exploration work, development
and production. This is an asset with a finite useful life equal to that of the mine to which it relates and that is amortised applying the units of
production method for that mine.
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Financial statements
2 SIGNIFICANT ACCOUNTING POLICIES CONTINUED
Other intangible assets
Other intangible assets are primarily computer software which are capitalised at cost and are amortised on a straight-line basis over their useful
life of three years.
(i) Impairment of non-financial assets
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment.
The carrying amounts of property, plant and equipment and evaluation and exploration assets are reviewed for impairment if events or changes
in circumstances indicate that the carrying value may not be recoverable. If there are indicators of impairment, an exercise is undertaken to
determine whether the carrying values are in excess of their recoverable amount. Such review is undertaken on an asset by asset basis, except
where such assets do not generate cash flows independent of other assets, and then the review is undertaken at the cash-generating unit level.
The assessment requires the use of estimates and assumptions such as long-term commodity prices, discount rates, future capital
requirements, exploration potential and operating performance. Changes in these assumptions will affect the recoverable amount of the
property, plant and equipment and evaluation and exploration assets.
If the carrying amount of an asset or its cash-generating unit exceeds the recoverable amount, a provision is recorded to reflect the asset at the
lower amount. Impairment losses are recognised in the income statement.
Calculation of recoverable amount
The recoverable amount of assets is the greater of their value in use and fair value less costs of disposal to sell. Fair value is based on an estimate
of the amount that the Group may obtain in a sale transaction on an arm’s length basis. In assessing value in use, the estimated future cash
flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the
risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable
amount is determined for the cash-generating unit to which the asset belongs.
The recoverable values of the cash generating unit (CGU) are determined using a fair value less costs of disposal (FVLCD) methodology. FVLCD
was determined using a combination of level 2 and level 3 inputs to construct a discounted cash flow model to estimate the amount that would
be paid by a willing third party in an arm's length transaction.
Reversal of impairment
An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is
reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of
depreciation or amortisation, if no impairment loss had been recognised.
(j) Inventories
Inventories are valued at the lower of cost or net realisable value. Cost is determined using the weighted average method. The cost of work in
progress and finished goods (ore inventories) is based on the cost of production.
For this purpose, the costs of production include:
• costs, materials and contractor expenses which are directly attributable to the extraction and processing of ore;
• depreciation of property, plant and equipment used in the extraction and processing of ore; and
• related production overheads (based on normal operating capacity).
Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.
(k) Trade and other receivables
Current trade receivables are carried at the original invoice amount less provision made for impairment of these receivables. Non-current
receivables are stated at amortised cost. A provision for impairment of trade receivables is established when there is objective evidence that the
Group will not be able to collect all amounts due according to the original terms of the receivable which on average, do not exceed 30 days. The
amount of the provision is the difference between the carrying amount and the recoverable amount and this difference is recognised in the
income statement.
(l) Share capital
Ordinary shares are classified as equity. Any excess above the par value of shares received upon issuance of those shares is classified as
share premium. In the case the excess above par value is available for distribution, it is classified as merger reserve and then transferred
to retained earnings.
(m) Provisions
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 will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect
of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects
current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used,
the increase in the provision due to the passage of time is recognised as a finance cost.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
2 SIGNIFICANT ACCOUNTING POLICIES CONTINUED
(m) Provisions continued
Mine closure cost
Provisions for mine closure costs are made in respect of the estimated future costs of closure and restoration and for environmental
rehabilitation costs (which include the dismantling and demolition of infrastructure, removal of residual materials and remediation of disturbed
areas) in the accounting period when the related environmental disturbance occurs. The provision is discounted and the unwinding of the
discount is included in finance costs. At the time of establishing the provision, a corresponding asset is capitalised and is 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 and
operating lives.
Workers’ profit sharing and other employee benefits
In accordance with Peruvian legislation, companies in Peru must provide for workers’ profit sharing equivalent to 8% of taxable income of each
year. Mexican law also requires Mexican companies to provide for workers’ profit sharing equivalent to 10% of the profit of each year. This
amount is charged to the income statement within personnel expenses (note 10) and is considered deductible for income tax purposes. The
Group has no pension or retirement benefit schemes.
Other
Other provisions are accounted for when the Group has a legal or constructive obligation for which it is probable there will be an outflow of
resources for which the amount can be reliably estimated.
(n) Share-based payments
Cash-settled transactions
The fair value of cash-settled share plans is recognised as a liability over the vesting period of the awards. Movements in that liability between
reporting dates are recognised as an expense. The fair value of the awards is taken to be the market value of the shares at the date of award
adjusted by a factor for anticipated relative Total Shareholder Return (‘TSR’) performance. Fair values are subsequently remeasured at each
reporting date to reflect the number of awards expected to vest based on the current and anticipated TSR performance.
Uncertainties in estimating the award include potential changes in the TSR, the number of participants in the plan, and levels of interest rates.
Equity-settled transactions
The cost of equity-settled transactions is recognised, together with a corresponding increase in other reserves in equity, over the period in which
the performance and/or service conditions are fulfilled. The cumulative expense recognised for equity-settled transactions at each reporting
date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity
instruments that vest. The income statement expense for a period represents the movement in cumulative expense recognised as at the
beginning and end of that period and is recognised in personnel expenses (note 10).
(o) Contingencies
Contingent liabilities are not recognised in the financial statements and are disclosed in notes to the financial statements unless their
occurrence is remote.
Contingent assets are not recognised in the financial statements, but are disclosed in the notes if their recovery is deemed probable.
(p) Revenue recognition
The Group is involved in the production and sale of gold and silver from dore and concentrate containing both gold and silver. Dore bars are
either sold directly to customers or are sent to a third-party for further refining into gold and silver before they are sold. Concentrate is sold
directly to customers.
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.
Revenue associated with the sale of gold and silver from dore and concentrate is recognised in the income statement when all significant risks
and rewards of ownership are transferred to the customer, usually when title has passed to the customer. Revenue excludes any applicable
sales taxes.
The revenue is subject to adjustment based on inspection of the product by the customer. Revenue is initially recognised on a provisional basis
using the Group’s best estimate of contained gold and silver. Any subsequent adjustments to the initial estimate of metal content are recorded
in revenue once they have been determined.
In addition, certain sales are ‘provisionally priced’ where the selling price is subject to final adjustment at the end of a period, normally ranging
from 15 to 90 days after the start of the delivery process to the customer, based on the market price at the relevant quotation point stipulated
in the contract. Revenue is initially recognised when the conditions set out above have been met, using market prices at that date. The price
exposure is considered to be an embedded derivative and hence separated from the sales contract at each reporting date. The provisionally
priced metal is revalued based on the forward selling price for the quotational period stipulated in the contract until the quotational period ends.
The selling price of gold and silver can be measured reliably as these metals are actively traded on international exchanges. The revaluation of
provisionally priced contracts is recorded as an adjustment to ‘revenue’.
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Financial statements
2 SIGNIFICANT ACCOUNTING POLICIES CONTINUED
Income from services provided to related parties (note 30) is recognised in income when services are provided.
Deferred revenue results when cash is received in advance of revenue being earned. Deferred revenue is recorded as a liability until it is earned.
Once earned, the liability is reduced and revenue is recorded. The Group analyses when revenue is earned or deferred.
(q) Finance income and costs
Finance income and costs comprise interest expense on borrowings, the accumulation of interest on provisions, interest income on funds
invested, gains and losses from the change in fair value of derivative instruments and gains and losses on the disposal of available-for-
sale investments.
Interest income is recognised as it accrues, taking into account the effective yield on the asset.
(r) Income tax
Income tax for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates
to items charged or credited directly to equity, in which case it is recognised in equity.
Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted at the statement of financial
position date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts used for taxation purposes, with the following exceptions:
• where the temporary difference arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business
•
combination that at the time of the transaction affects neither accounting nor taxable profit or loss; and
in respect of taxable temporary differences associated with investments in subsidiaries, associates and joint ventures, where the timing of
the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the
foreseeable future.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability
is settled based on the tax rates (and tax laws) that have been enacted or substantively enacted at the statement of financial position date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can
be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
(s) Leases
Finance leases, which transfer to the Group substantially all the risks and rewards incidental to ownership of the leased item, are capitalised at
the inception 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 finance charges and the reduction of the lease liability so as to achieve a constant periodic rate of interest on the
remaining balance of the liability. Finance charges are reflected in the income statement. The depreciation policy for leased assets is consistent
with that for similar assets owned.
A lease is classified as an operating lease if it does not transfer substantially all of the risks and rewards incidental to ownership. Operating lease
payments are recognised as an expense in the income statement on a straight-line basis over the lease term.
(t) Financial instruments
Financial assets and liabilities are recognised when the Group becomes party to the contracts that give rise to them and are classified as loans or
borrowings, receivables, payables, financial instruments fair valued through profit and loss, available-for-sale financial assets or as derivatives
designated as hedging instruments in an effective hedge (refer to note 2(y)), as appropriate. The Group determines the classification of its
financial assets and liabilities at initial recognition and, where allowed and appropriate, re-evaluates this designation at each financial year-end.
When financial assets and liabilities are recognised initially, they are measured at fair value, being the transaction price plus, in the case of
financial assets not at fair value through profit or loss and borrowings, directly attributable transaction costs. The Group considers whether a
contract contains an embedded derivative when the entity first becomes a party to it. The embedded derivatives are separated from the host
contract if it is not measured at fair value through profit or loss and when the economic characteristics and risks are not closely related to those
of the host contract. Reassessment only occurs if there is a change in the terms of the contract that significantly modifies the cash flows that
would otherwise be required. All regular way purchases and sales of financial assets are recognised on the trade date, being the date that the
Group commits to purchase or sell the asset. Regular way transactions require delivery and receipt of assets within the timeframe generally
established by regulation or convention in the marketplace. The subsequent measurement of financial assets depends on their classification,
as follows:
Financial assets at fair value through profit and loss
Financial assets at fair value through profit and loss includes financial assets held for trading and financial assets designated upon initial
recognition as at fair value through profit and loss.
Financial assets are classified as held for trading if they are acquired for the purpose of selling in the near term. Derivatives, including separated
embedded derivatives, are also classified as held for trading unless they are designated as effective hedging instruments or a financial guarantee
contract. Gains or losses on financial assets held for trading are recognised in the income statement.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
2 SIGNIFICANT ACCOUNTING POLICIES CONTINUED
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market, do not
qualify as trading assets and have not been designated as either fair value through profit and loss or available-for-sale. Such assets are carried
at amortised cost using the effective interest method if the time value of money is significant. Gains and losses are recognised in the income
statement when the loans and receivables are derecognised or impaired, as well as through the amortisation process.
Available-for-sale financial assets
Available-for-sale financial assets are those non-derivative financial assets that are designated as such or are not classified as loans and
receivables, held-to-maturity investments or financial assets at fair value through profit and loss. After initial recognition, available-for-sale
financial assets are measured at fair value with unrealised gains or losses being recognised as a separate component of equity until the
investment is derecognised or until the investment is determined to be impaired at which time the cumulative gain or loss previously reported
in equity is included in the income statement.
Loans and borrowings
Borrowings are recognised initially at fair value. After initial recognition, interest bearing loans and borrowings are subsequently measured
at amortised cost using the effective interest rate method.
Gains and losses are recognised in the income statement when the liabilities are derecognised as well as through the amortisation process.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve
months after the statement of financial position date.
Impairment of financial assets
The Group assesses at each statement of financial position date whether a financial asset or group of financial assets is impaired.
Available-for-sale financial assets
For available-for-sale financial investments, 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 ‘significant’ is estimated to be around 30% of the original cost of the investment and ‘prolonged’
is more than 12 months. In addition, the Group analyses any case taking into account the portfolio of projects of the investee, the key technical
personnel and the viability of the investee to finance its projects. If an available-for-sale asset is impaired, an amount comprising the difference
between its cost (net of any principal payment and amortisation) and its fair value is transferred from equity to the income statement. Reversals
of impairment losses on debt instruments are reversed through the income statement, if the increase in fair value of the instrument can be
objectively related to an event occurring after the impairment loss was recognised in profit or loss. Reversals in respect of equity instruments
classified as available-for-sale are not recognised in the income statement.
Derecognition of financial instruments
A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognised when:
• the rights to receive cash flows from the asset have expired; or
• the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full
without material delay to a third-party under a ‘pass-through’ arrangement; and either: (a) the Group has transferred substantially all the
risks and rewards of the asset; or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has
transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, and has neither
transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, a new asset is recognised to the
extent of the Group’s continuing involvement in the asset.
Continuing involvement that takes the form of a guarantee over the transferred asset, is measured at the lower of the original carrying amount
of the asset and the maximum amount of consideration that the Group could be required to repay.
A financial liability is generally derecognised when the contract that gives rise to it is discharged or cancelled or expires. Where an existing
financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are
substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new
liability, such that the difference in the respective carrying amounts together with any costs or fees incurred are recognised in profit or loss.
(u) Dividend distribution
Dividend distribution to the Company’s shareholders is recognised as a liability in the Group’s financial statements in the period in which the
dividends are approved by the Company’s shareholders.
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Financial statements
2 SIGNIFICANT ACCOUNTING POLICIES CONTINUED
(v) Cash and cash equivalents
Cash and cash equivalents are carried in the statement of financial position at cost. For the purposes of the statement of financial position, cash
and cash equivalents comprise cash on hand and deposits held with banks that are readily convertible into known amounts of cash and which
are subject to insignificant risk of changes in value. For the purposes of the cash flow statement, cash and cash equivalents, as defined above,
are shown net of outstanding bank overdrafts.
Liquidity funds are classified as cash equivalents if the amount of cash that will be received is known at the time of the initial investment and
the risk of changes in value is considered insignificant.
(w) Exceptional items
Exceptional items are those significant items which, due to their nature or the expected infrequency of the events giving rise to them, need to
be disclosed separately on the face of the income statement to enable a better understanding of the financial performance of the Group and
facilitate comparison with prior years. Exceptional items mainly include:
•
impairments of assets, assets held for sale, property, plant and equipment and evaluation and exploration assets;
• gains or losses arising on the disposal of subsidiaries, investments or property, plant and equipment;
• fair value gains or losses arising on financial instruments not held in the normal course of trading;
•
loan issue costs written-off on facility refinancing;
• any gain or loss resulting from restructuring within the Group;
• taxes and interests owed by the Group following a change in circumstances surrounding tax disputes, resulting in the exposure being
assessed as probable;
• the impact of infrequent labour action related to work stoppages in mine units; and
• the related tax impact of the above items.
(x) Comparatives
Where applicable, certain comparatives have been reclassified to present them in a comparable manner to the current period’s figures.
(y) Hedging
The Group uses commodity swaps to hedge certain of its cash flows from product sales against price risk. These derivative financial instruments are
initially recognised at fair value on the date on which the derivative contract is entered into and are subsequently remeasured at fair value. The fair
value of commodity swap contracts is determined by reference to market values for similar instruments.
These swaps are classified as cash flow hedges as they are hedging the Group’s exposure to variability in cash flows that is attributable to a
particular risk associated with a highly probable forecast sales transaction.
At the inception of a hedging relationship, the Group formally designates and documents the hedge relationship to which the Group wishes to
apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identification
of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the entity will assess the hedging
instrument’s effectiveness in offsetting the exposure to changes in the hedged item’s fair value or cash flows attributable to the hedged risk. Such
hedges are expected to be highly effective in offsetting changes in fair value or cash flows and are assessed on an ongoing basis to determine their
effectiveness in the financial reporting periods for which they were designated.
Where the commodity swaps meet the strict criteria for hedge accounting, the effective portion of the gain or loss on the hedging instrument
is recognised directly in equity, while any ineffective portion is recognised immediately in the income statement.
Amounts taken to equity are transferred to the income statement when the hedged transaction affects profit or loss, such as when the forecast
transaction occurs.
If the forecast sales transaction is no longer expected to occur, amounts previously recognised in equity are transferred to the income statement.
If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover, or if its designation as a hedge is revoked,
amounts previously recognised in equity remain in equity until the forecast sales transaction occurs.
(z) Fair value measurement
The Group measures financial instruments, such as, derivatives, and non-financial assets at fair value at each statement of financial position
date. Also, fair values of financial instruments are measured at amortised cost.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability
takes place either:
•
•
In the principal market for the asset or liability, or
In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability,
assuming that market participants act in their economic best interest.
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Financial statementsp61-120
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
2 SIGNIFICANT ACCOUNTING POLICIES CONTINUED
A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using
the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value,
maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy,
as described in note 36 (e).
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether transfers have
occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value
measurement as a whole) at the end of each reporting period.
The Group determines the policies and procedures for both recurring fair value measurement and unquoted AFS financial assets, and for
non-recurring measurement.
External valuers are involved for valuation of significant assets and significant liabilities. Involvement of external valuers is decided upon
annually by the Group after discussion with and approval by the Company’s Audit Committee. Selection criteria include market knowledge,
reputation, independence and whether professional standards are maintained. Valuers are normally rotated every three years. The Group
decides, after discussions with the external valuers, which valuation techniques and inputs to use for each case.
At each reporting date, the Group analyses the movements in the values of assets and liabilities which are required to be re-measured or
re-assessed as per the Group’s accounting policies. For this analysis, the Group verifies the major inputs applied in the latest valuation by
agreeing the information in the valuation computation to contracts and other relevant documents.
The Group, in conjunction with its external valuers, where applicable, also compares each the changes in the fair value of each asset and liability
with relevant external sources to determine whether the change is reasonable.
For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics
and risks of the asset or liability and the level of the fair value hierarchy as explained above.
3 SEGMENT REPORTING
The Group’s activities are principally related to mining operations which involve the exploration, production and sale of gold and silver. Products
are subject to the same risks and returns and are sold through the same distribution channels. The Group undertakes a number of activities
solely to support mining operations including power generation and services. Transfer prices between segments are set on an arm’s length basis
in a manner similar to that used for third parties. Segment revenue, segment expense and segment results include transfers between segments
at market prices. Those transfers are eliminated on consolidation.
For internal reporting purposes, management takes decisions and assesses the performance of the Group through consideration
of the following reporting segments:
• Operating units – Arcata and San Jose, which generate revenue from the sale of gold, silver, dore and concentrate.
• Operating unit – Pallancata, which generates revenue from the sale of concentrate.
• Operating unit – Inmaculada, which will generate revenue from the sale of gold, silver and dore.
• Operating unit – Ares, in suspension, which generated revenue from the sale of gold and silver, disclosed as a segment until 31 December
2014. This operation did not meet the quantitative thresholds to be a separate reportable segment in 2015 and accordingly has been included
in ‘Other’. The comparative segment information has been restated to reflect these changes.
• Exploration, which explores and evaluates areas of interest in brownfield and greenfield sites with the aim of extending the life-of-mine
of existing operations and to assess the feasibility of new mines. The exploration segment includes costs charged to the profit and loss
and capitalised as assets.
• Other – includes the profit or loss generated by Empresa de Transmisión Callalli S.A.C. (a power transmission company), HMX, S.A. de C.V.
(a service company in Mexico), Empresa de Transmisión Aymaraes S.A.C. (a power transmission company), Ares unit, Moris unit and the
Selene plant (used to process some of the Group’s production).
The Group’s administration, financing, other activities (including other income and expense), and income taxes are managed at a corporate
level and are not allocated to operating segments.
Segment information is consistent with the accounting policies adopted by the Group. Management evaluates the financial information
based on International Financial Reporting Standards (IFRS) as adopted for use in the European Union.
The Group measures the performance of its operating units by the segment profit or loss that comprises gross profit, selling expenses
and exploration expenses.
Segment assets include items that could be allocated directly to the segment.
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Financial statements
3 SEGMENT REPORTING CONTINUED
(a) Reportable segment information
Arcata
US$000
Pallancata
US$000
San Jose
US$000
Inmaculada
US$000
Exploration
US$000
Adjustment
and
eliminations
US$000
Other1
US$000
Total
US$000
Year ended
31 December 2015
Revenue from
external customers
Inter segment revenue
Total revenue
Segment profit/(loss)
Others2
Loss from continuing
operations before
income tax
Other segment information
Depreciation3
Amortisation
Impairment and write-off of
assets, net
Assets
Capital expenditure
Current assets
Other non-current assets
Total segment assets
Not reportable assets4
Total assets
107,425
–
107,425
73,045
–
73,045
186,097
–
186,097
102,303
–
102,303
–
–
–
276
2,437
2,713
–
(2,437)
(2,437)
469,146
–
469,146
(1,340)
(17,002)
13,297
49,759
(10,710)
384
(1,397)
(33,506)
–
(35,415)
–
(45,286)
(1,013)
(32,093)
–
(1,496)
(457)
(2,816)
(34)
(72,718)
(39,245)
(57)
–
(95,113)
(13)
14,600
10,683
38,451
166,336
4,011
4,078
17,456
53,458
70,914
–
70,914
13,818
50,591
64,409
–
64,409
63,941
220,307
284,248
–
284,248
31,958
633,169
665,127
–
665,127
30
181,662
181,692
–
181,692
5,435
72,481
77,916
198,743
276,659
–
–
–
–
–
–
–
–
–
32,991
(289,166)
(256,175)
(150,612)
(1,504)
(207,146)
238,159
132,638
1,211,668
1,344,306
198,743
1,543,049
1
‘Other’ revenue relates to revenues earned by Empresa de Transmisión Callalli S.A.C.and Empresa de Transmisión Aymaraes S.A.C.
2 Comprised of administrative expenses of US$38,148,000, other income of US$8,021,000, other expenses of US$15,264,000, impairment and write-off of assets
of US$207,146,000, finance income of US$1,898,000, finance expense of US$32,900,000, and foreign exchange loss of US$5,627,000.
3 Includes US$1,793,000 and US$6,077,000 of depreciation capitalised in the Crespo and the Inmaculada projects respectively.
4 Not reportable assets are comprised of available-for-sale financial assets of US$366,000, other receivables of US$72,662,000, income tax receivable of
US$20,431,000, other financial assets of US$21,267,000 and cash and cash equivalents of US$84,017,000.
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Financial statementsp61-120
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
3 SEGMENT REPORTING CONTINUED
(a) Reportable segment information
Arcata
US$000
Pallancata
US$000
San Jose
US$000
Inmaculada
US$000
Exploration
US$000
Other1
US$000
Adjustment
and
eliminations
US$000
Total
US$000
Year ended
31 December 2014
Revenue from
external customers
Inter segment revenue
Total revenue
Segment profit/(loss)
Others2
Loss from continuing
operations before
income tax
Other segment information
Depreciation3
Amortisation
Impairment and write-off of
assets, net
Assets
Capital expenditure
Current assets
Other non-current assets
Total segment assets
Not reportable assets4
Total assets
106,061
–
106,061
147,360
–
147,360
213,013
–
213,013
5,054
20,894
28,429
–
–
–
–
–
–
–
26,517
2,857
29,374
–
(2,857)
(2,857)
492,951
–
492,951
(18,662)
447
(752)
35,410
(103,620)
(68,210)
(31,348)
–
(48,008)
–
(46,820)
(1,181)
(7,558)
–
(930)
(458)
(3,014)
–
(499)
(31)
(717)
(85)
1,580
(139)
–
–
–
(137,678)
(1,639)
109
28,867
34,160
51,350
193,445
6,522
6,777
–
321,121
27,993
143,524
171,517
–
171,517
21,174
112,365
133,539
–
133,539
66,995
223,295
290,290
–
290,290
5,877
497,771
503,648
–
503,648
35
277,829
277,864
–
277,864
9,161
71,631
80,792
248,662
329,454
–
131,235
– 1,326,415
– 1,457,650
–
248,662
– 1,706,312
1
‘Other’ revenue relates to revenue for the sale of gold and silver generated by the Ares and Moris mine, revenues earned by Empresa de Transmisión Callalli S.A.C.,
and revenues earned by HMX S.A. de C.V. for services provided to the Moris mine and the Mexican exploration activities.
2 Comprised of administrative expenses of US$46,087,000, other income of US$4,112,000, other expenses of US$20,475,000, gain on the reversal of impairment
net of write-off of assets of US$109,000, finance income of US$6,276,000, finance expense of US$42,565,000, and foreign exchange loss of US$4,990,000.
3 Includes US$967,000 and US$7,558,000 of depreciation capitalised in the Crespo and the Inmaculada projects respectively.
4 Not reportable assets are comprised of available-for-sale financial assets of US$455,000, other receivables of US$100,708,000, income tax receivable of
US$25,584,000, deferred income tax assets of US$1,574,000, other financial assets of US$4,342,000 and cash and cash equivalents of US$115,999,000.
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Financial statements
3 SEGMENT REPORTING CONTINUED
(b) Geographical information
The revenue for the period based on the country in which the customer is located is as follows:
External customer
USA
Peru
Canada
Germany
Switzerland
United Kingdom
Korea
Japan
Total
Inter-segment
Peru
Mexico
Total
Year ended 31 December
2015
US$000
2014
US$000
229,229
63,328
58,154
7,428
12,174
17,273
81,580
(20)
469,146
2,437
–
471,583
96,427
178,217
36,421
10,987
45,020
2,450
121,868
1,561
492,951
1,804
1,053
495,808
In the periods set out below, certain customers accounted for greater than 10% of the Group’s total revenues as detailed in the following table:
Year ended 31 December 2015
Year ended 31 December 2014
Republic Metals Corporation
106,339
LS Nikko
81,580
US$000 % Revenue
Segment
23% Arcata, Inmaculada and
San Jose
17% Pallancata and San Jose
US$000
44,725
% Revenue
9%
Segment
San Jose
121,868
25%
23%
Arcata, Pallancata and
San Jose
Arcata and Pallancata
Glencore Perú S.A.C.
38,502
8%
Arcata and Pallancata
114,192
Non-current assets, excluding financial instruments and deferred income tax assets, were allocated to the geographical areas in which the
assets are located as follows:
Peru
Argentina
Mexico
Chile
Total non-current segment assets
Available-for-sale financial assets
Trade and other receivables
Income tax receivable
Deferred income tax assets
Total non-current assets
As at 31 December
2015
US$000
897,824
220,307
31,005
62,532
1,211,668
366
10,187
47
–
1,222,268
2014
US$000
942,411
223,295
41,944
118,765
1,326,415
455
6,488
–
1,574
1,334,932
www.hochschildmining.com
www.hochschildmining.com
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Financial statementsp61-120
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
4 ACQUISITIONS AND DISPOSALS
(a) Sale of subsidiary
In 2015 there were no acquisitions or disposals undertaken by the Group.
Minas Santa María de Moris, S.A. de C.V.
On 28 February 2014 the Group sold its interest in Minas Santa María de Moris, S.A. de C.V. (“Moris”) to Exploraciones y Desarrollos
Regiomontanos, S.A. de C.V. (“EDR”) and Arturo Préstamo Elizondo (“APE”) for consideration with a fair value of nil. The terms of the transaction
stipulate that:
• the Group was entitled to a 1% net smelter return over the Moris concessions once production reaches 50,000 ounces of gold equivalent
following the sale; and
• EDR and APE would assume all costs associated with the mine and plant rehabilitation obligations.
The carrying value of the net assets disposed was US$2,963,000 and the transaction resulted in a loss of US$2,963,000.
5 REVENUE
Gold (from dore bars)
Silver (from dore bars)
Gold (from concentrate)
Silver (from concentrate)
Services
Total
Year ended 31 December
2015
US$000
142,077
142,397
68,414
115,982
276
469,146
2014
US$000
62,911
67,418
109,045
253,420
157
492,951
Included within revenue is a loss of US$7,275,000 relating to provisional pricing adjustments representing the change in the fair value of
embedded derivatives (2014: loss of US$16,518,000) arising on sales of concentrates and dore (refer to note 2(p) and footnote 2 of note 36(e)).
The realised gain on gold and silver swaps contracts in the period recognised within revenue was US$18,962,000 (gold: US$7,012,000, silver:
US$11,950,000) (2014: US$14,603,000, gold: US$2,451,000, silver: US$12,152,000).
Other sources of revenue are disclosed at note 13.
6 COST OF SALES
Included in cost of sales are:
Depreciation and amortisation
Personnel expenses (notes 10 and 11)
Mining royalty (note 35)
Change in products in process and finished goods
Year ended 31 December
2015
US$000
142,712
107,823
5,968
(10,255)
2014
US$000
128,720
114,322
6,581
8,641
80
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Hochschild Mining plc Annual Report 2015
Financial statements
7 ADMINISTRATIVE EXPENSES
Personnel expenses (notes 10 and 11)
Professional fees
Social and community welfare expenses1
Lease rentals
Travel expenses
Communications
Indirect taxes
Depreciation and amortisation
Technology and systems
Security
Supplies
Other
Total
1 Represents amounts expended by the Group on social and community welfare activities surrounding its mining units.
8 EXPLORATION EXPENSES
Mine site exploration1
Arcata
Ares
Selene
Inmaculada
Pallancata
San Jose
Prospects2
Peru
Argentina
Mexico
Chile
Generative3
Peru
Argentina
Mexico
Chile
Personnel (notes 10 and 11(1))
Others
Total
Year ended 31 December
2015
US$000
22,427
3,095
597
1,415
576
560
2,147
1,534
745
790
134
4,128
38,148
2014
US$000
24,206
3,846
1,943
1,442
865
579
2,678
2,072
718
951
188
6,599
46,087
Year ended 31 December
2015
US$000
2014
US$000
62
50
–
6
2,457
1,463
4,038
303
43
–
71
417
499
–
–
–
499
2,967
1,334
9,255
2,038
42
58
–
1,728
1,003
4,869
788
73
195
237
1,293
1,180
11
2,588
379
4,158
7,412
408
18,140
1 Mine-site exploration is performed with the purpose of identifying potential minerals within an existing mine-site, with the goal of maintaining or extending
the mine’s life.
2 Prospects expenditure relates to detailed geological evaluations in order to determine zones which have mineralisation potential that is economically viable
for exploration. Exploration expenses are generally incurred in the following areas: mapping, sampling, geophysics, identification of local targets and
reconnaissance drilling.
3 Generative expenditure is early stage exploration expenditure related to the basic evaluation of the region to identify prospects areas that have the geological
conditions necessary to contain mineral deposits. Related activities include regional and field reconnaissance, satellite images, compilation of public information
and identification of exploration targets.
www.hochschildmining.com
www.hochschildmining.com
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Financial statementsp61-120
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
8 EXPLORATION EXPENSES CONTINUED
The Group determines the cash flows which relate to the exploration activities of the companies engaged only in exploration. Exploration
activities incurred by Group operating companies are not included since it is not practicable to separate the liabilities related to the exploration
activities of these companies from their operating liabilities.
Cash outflows on exploration activities were US$1,190,000 in 2015 (2014: US$3,362,000).
9 SELLING EXPENSES
Transportation of dore, concentrate and maritime freight
Sales commissions
Personnel expenses (note 10)
Warehouse services
Taxes
Other
Total
10 PERSONNEL EXPENSES1
Salaries and wages
Workers’ profit sharing
Other legal contributions
Statutory holiday payments
Long Term Incentive Plan
Restricted share plan
Termination benefits
Other
Total
Year ended 31 December
2015
US$000
3,548
200
254
1,610
12,994
3,123
21,729
2014
US$000
6,020
429
249
2,930
15,609
3,460
28,697
Year ended 31 December
2015
US$000
103,433
–
20,735
6,534
1,013
2,843
3,623
1,584
139,765
2014
US$000
115,770
(34)
22,168
7,074
(657)
–
11,570
1,805
157,696
1 Personnel expenses are distributed in cost of sales, administrative expenses, exploration expenses, selling expenses, other expenses and capitalised as property
plant and equipment amounting to US$107,823,000 (2014: US$114,322,000), US$22,427,000 (2014: US$24,206,000), US$2,967,000 (2014: US$7,412,000),
US$254,000 (2014: US$249,000), US$1,218,000 (2014: US$1,642,000) and US$5,076,000 (2014: US$9,865,000) respectively.
Average number of employees for 2015 and 2014 were as follows:
Peru
Argentina
Mexico
Chile
United Kingdom
Total
Year ended 31 December
2015
2,575
1,129
–
3
10
3,717
2014
2,852
1,179
19
11
9
4,070
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Financial statements
11 PRE-TAX EXCEPTIONAL ITEMS
Exceptional items are those significant items which, due to their nature or the expected infrequency of the events giving rise to them, need
to be disclosed separately on the face of the income statement to enable a better understanding of the financial performance of the Group
and facilitate comparison with prior years.
Cost of sales
Termination benefits1
Termination benefits Ares mine unit2
Work stoppage at Arcata mine unit
Total
Administrative expenses
Termination benefits1
Total
Exploration expenses
Termination benefits1
Total
Other expenses
Loss on sale of subsidiary3
Total
Impairment and write-off of assets (net)
Impairment and write-off of assets4
Reversal of impairment of assets5
Total
Finance income
Gain on sale of available-for-sale financial assets6
Total
Finance costs
Amortisation of transaction costs on secure bank loans7
Loss from changes in the fair value of financial instruments8
Interest on disputed tax charges9
Total
Income tax benefit
Total
Year ended
31 December
2015
US$000
Year ended
31 December
2014
US$000
(1,514)
–
–
(1,514)
–
–
–
–
–
–
(207,146)
–
(207,146)
–
–
–
–
(1,486)
(1,486)
36,888
36,888
(1,327)
(3,511)
(1,227)
(6,065)
(2,752)
(2,752)
(886)
(886)
(2,963)
(2,963)
(1,534)
1,643
109
4,061
4,061
(3,336)
(6,155)
–
(9,491)
3,845
3,845
1 Termination benefits paid to workers following the cashflow optimisation programme approved by management, amounting to US$1,514,000 (2014:US$4,965,000).
2 Termination benefits generated in connection with the suspension of the Ares mine unit.
3 Loss generated by the sale of the Group´s interest in Moris (refer to note 4(a)).
4 As at 31 December 2015 corresponds to the impairment of the Pallancata mine unit of US$39,026,000, the Arcata mine unit of US$72,424,000, the Crespo project
of US$14,350,000, the Azuca project of US$12,766,000, the Volcan project of US$57,070,000 and the San Felipe project of US$10,927,000, and to the write-off of
assets of US$583,000. As at 31 December 2014 corresponds to the write-off of assets of US$1,534,000.
5 Corresponds to a reversal of previously recorded impairment at the San Felipe property of US$1,643,000 (note 17).
6 Corresponds to the gain on sale of the Group´s holding in Gold Resource Corp (‘GRC’) of US$2,642,000, Chaparral Gold of US$842,000, Mirasol Resources Ltd
of US$556,000 and Northern Superior Resources Inc of US$21,000.
7 Corresponds to the attributable issue cost of the syndicated US$270,000,000 loan, granted in 2013 and repaid in January 2014, to Compañía Minera Ares S.A.C.,
disclosed as an exceptional item as a significant one-off expense.
8 As at 31 December 2014 corresponds to the impairment of the investments in Pembrook Mining Corp of US$6,000,000, Brionor Resources of US$54,000,
Revelo Resources Corp (formerly Iron Creek Capital Corp) of US$53,000, Northern Superior Resources Inc of US$45,000 and Empire Petroleum Corp of US$3,000.
9 Interest on overdue tax charges owed by the Group following a change in circumstances surrounding a tax dispute with the Peruvian tax authority, resulting in
the exposure now being assessed as ‘probable’, rather than ‘possible’.
www.hochschildmining.com
www.hochschildmining.com
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Financial statementsp61-120
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
12 OTHER INCOME AND OTHER EXPENSES BEFORE EXCEPTIONAL ITEMS
Other Income
Export credit
Lease rentals
Logistic services
Other
Other expenses
Increase in provision for mine closure (note 26(4))
Tax on mining reserves in Argentina (note 35)
Provision of obsolescence of supplies
Contingencies
Write off of value added tax
Other
Total
13 FINANCE INCOME AND FINANCE COSTS BEFORE EXCEPTIONAL ITEMS
Finance income
Interest on deposits and liquidity funds
Interest income
Dividends
Gain on repurchase of bonds
Other
Total
Finance costs
Interest on secured bank loans (note 25)
Interest on convertible bond1
Other interest
Interest on bond (note 25)
Interest expense
Unwind of discount
Loss from changes in the fair value of financial instruments
Other
Total
Year ended
31 December
2015
Before
exceptional
items
US$000
Year ended
31 December
2014
Before
exceptional
items
US$000
2,743
443
3,699
1,136
8,021
(7,590)
(441)
(1,046)
(108)
(795)
(5,284)
(15,264)
1,386
586
–
2,140
4,112
(9,088)
(3,453)
945
(1,680)
(37)
(4,199)
(17,512)
Year ended
31 December
2015
Before
exceptional
items
US$000
Year ended
31 December
2014
Before
exceptional
items
US$000
648
648
–
856
394
1,898
(5,842)
–
(1,657)
(22,096)
(29,595)
(505)
(116)
(1,198)
(31,414)
1,567
1,567
525
–
123
2,215
(5,027)
(5,364)
–
(20,302)
(30,693)
(1,865)
(90)
(426)
(33,074)
1 Relates to US$115,000,000 of senior unsecured convertible bonds, due in 2014, which were convertible into ordinary shares of Hochschild Mining plc. The Group
settled the convertible bonds in cash upon their maturity in October 2014. The bonds had a coupon of 5.75% per annum payable semi-annually on 28 January
and 28 July of each year.
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Hochschild Mining plc Annual Report 2015
Financial statements
14 INCOME TAX EXPENSE
Current corporate income tax from
continuing operations
Current corporate income tax charge
Current mining royalty charge (note 35)
Current special mining tax charge (note 35)
Withholding taxes
Deferred taxation
Origination and reversal of temporary differences from
continuing operations (note 28)
Effect of change in tax rate
Total taxation charge/(credit) in the income statement
Year ended 31 December 2015
Before
exceptional
items
US$000
Exceptional
items
US$000
Total
US$000
Year ended 31 December 2014
Before
exceptional
items
US$000
Exceptional
items
US$000
Total
US$000
5,200
1,778
755
(142)
7,591
12,637
142
12,779
20,370
(259)
–
–
–
(259)
4,941
1,778
755
(142)
7,332
(36,629)
–
(36,629)
(36,888)
(23,992)
142
(23,850)
(16,518)
10,082
1,611
375
(343)
11,725
(457)
(4,802)
(5,259)
6,466
(251)
–
–
–
(251)
(3,851)
257
(3,594)
(3,845)
9,831
1,611
375
(343)
11,474
(4,308)
(4,545)
(8,853)
2,621
The weighted average statutory income tax rate was 25.4% for 2015 and 28.7% for 2014. This is calculated as the average of the statutory tax
rates applicable in the countries in which the Group operates, weighted by the profit/(loss) before tax of the Group companies in their respective
countries as included in the consolidated financial statements.
The change in the weighted average statutory income tax rate is due to a change in the weighting of profit/(loss) before tax in the various
jurisdictions in which the Group operates.
In December 2014, the Peruvian government approved a schedule for the gradual reduction of the statutory income tax rate, from its current
level of 30% to 26% by 2019.
The tax related to items charged or credited to equity is as follows:
Deferred taxation:
Deferred income tax relating to fair value gains on cash flow hedges
Total tax charge in the statement of other comprehensive income
As at 31 December
2015
US$000
2014
US$000
4,739
4,739
1,216
1,216
www.hochschildmining.com
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
14 INCOME TAX EXPENSE CONTINUED
The total taxation charge on the Group’s loss before tax differs from the theoretical amount that would arise using the weighted average tax
rate applicable to the consolidated profits of the Group companies as follows:
Loss from continuing operations before income tax
At average statutory income tax rate of 25.4% (2014: 28.7%)
Expenses not deductible for tax purposes
Non-taxable income1
Deferred tax recognised on special investment regime
Movement in unrecognised deferred tax2
Change in statutory income tax rate
Withholding tax
Special mining tax and mining royalty3
Derecognition of deferred tax asset
Foreign exchange rate effect4
Other
At average effective income tax rate of 6.4% (2014: -3.8%)
Taxation charge attributable to continuing operations
Total taxation charge in the income statement
As at 31 December
2015
US$000
(256,175)
(65,017)
1,040
–
(691)
16,565
142
(142)
2,533
1,251
24,964
2,837
(16,518)
(16,518)
(16,518)
2014
US$000
(68,210)
(19,547)
3,058
(851)
(780)
6,700
(4,545)
(343)
1,986
–
14,473
2,470
2,621
2,621
2,621
1 2014: Mainly corresponds to the gain on sale of Gold Resource Corp shares.
2 Includes the effect of the impairment of Volcan and San Felipe projects of US$11,414,000 and US$3,278,000 respectively.
3 Corresponds to the impact of a mining royalty and special mining tax in Peru (note 35).
4 Mainly corresponds to the foreign exchange effect of converting tax bases and monetary items from local currency to the functional currency.
15 BASIC AND DILUTED EARNINGS PER SHARE
Earnings per share (‘EPS’) is calculated by dividing profit/(loss) for the year attributable to equity shareholders of the Company by the weighted
average number of ordinary shares issued during the year.
The Company has dilutive potential ordinary shares.
As a result of the rights issue being at a discounted price, the number of ordinary shares outstanding has increased due to the bonus element
resulting in the calculation of basic and diluted earnings per share for all periods presented having been adjusted retrospectively.
As at 31 December 2015 and 2014, EPS has been calculated as follows:
Basic loss per share from continuing operations
Before exceptional items (US$)
Exceptional items (US$)
Total for the year and from continuing operations (US$)
Diluted loss per share from continuing operations
Before exceptional items (US$)
Exceptional items (US$)
Total for the year and from continuing operations (US$)
As at 31 December
2015
2014
(0.14)
(0.38)
(0.52)
(0.14)
(0.38)
(0.52)
(0.13)
(0.03)
(0.16)
(0.13)
(0.03)
(0.16)
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Financial statements
15 BASIC AND DILUTED EARNINGS PER SHARE CONTINUED
Net loss from continuing operations before exceptional items and attributable to equity holders of the parent is derived as follows:
Loss attributable to equity holders of the parent – continuing operations (US$000)
Exceptional items after tax – attributable to equity holders of the parent (US$000)
Loss from continuing operations before exceptional items attributable to equity holders
of the parent (US$000)
Diluted loss from continuing operations before exceptional items attributable to equity
holders of the parent (US$000)
The following reflects the share data used in the basic and diluted loss per share computations:
Basic weighted average number of ordinary shares in issue (thousands)
Dilutive potential ordinary shares related to contingently issuable shares (thousands)1
Diluted weighted average number of ordinary shares in issue and dilutive potential
ordinary shares (thousands)
As at 31 December
2015
(234,610)
172,758
2014
(68,877)
13,914
(61,852)
(54,963)
(61,852)
(54,963)
As at 31 December
2015
449,511
–
2014
421,783
–
449,511
421,783
1 The potential ordinary shares related to the contingently issuable shares under the Enhanced Long Term Incentive Plan and Restricted Share Plan have not been
included in the calculation of diluted EPS for 2015 and 2014 as they have an antidilutive effect.
16 PROPERTY, PLANT AND EQUIPMENT
Year ended 31 December 2015
Cost
At 1 January 2015
Additions
Change in discount rate
Change in mine closure estimate
Disposals
Write-offs
Transfer from intangibles
Transfers and other movements2
At 31 December 2015
Accumulated depreciation
and impairment
At 1 January 2015
Depreciation for the year
Disposals
Impairment
Write-offs
Transfers and other movements2
At 31 December 2015
Net book amount at 31 December 2015
Mining
properties and
development
costs1
US$000
Land and
buildings
US$000
Plant and
equipment
US$000
Vehicles
US$000
999,777
91,862
–
–
–
582
4,886
1,097,107
526,824
91,129
–
60,259
–
335
678,547
418,560
257,171
632
–
–
(195)
–
214,485
472,093
134,638
23,333
(179)
20,752
–
492
179,036
293,057
389,042
31,455
–
–
(952)
(2,382)
–
63,584
480,747
193,210
32,053
(223)
30,451
(1,839)
(264)
253,388
227,359
6,030
–
–
–
(196)
(118)
–
435
6,151
3,663
913
(124)
71
(83)
7
4,447
1,704
Mine
closure
asset
US$000
Construction
in progress
and capital
advances
US$000
96,213
–
(755)
7,928
–
–
–
103,386
237,308
106,737
–
–
–
(5)
–
(281,648)
62,392
Total
US$000
1,985,541
230,686
(755)
7,928
(1,343)
(2,505)
582
1,742
2,221,876
49,486
3,184
–
7,120
–
–
59,790
43,596
1,410
–
–
–
–
(258)
1,152
61,240
909,231
150,612
(526)
118,653
(1,922)
312
1,176,360
1,045,516
There were borrowing costs capitalised in property, plant and equipment amounting to US$8,252,000 (2014: US$9,904,000). The capitalisation
rate used was 6.79% (2014: 8.83%).
1 Mining properties and development costs related to Azuca, Crespo and Volcan projects are not currently being depreciated.
2 Net of transfers and other movements of US$1,430,000 were transferred from evaluation and exploration assets.
www.hochschildmining.com
www.hochschildmining.com
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Financial statementsp61-120
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
16 PROPERTY, PLANT AND EQUIPMENT CONTINUED
At the end of 2015, given the continued challenging environment for the mining sector, the Group carried out an impairment review of all of its
operating mines (Arcata, Pallancata, Inmaculada and San Jose), and its growth projects (Crespo, Azuca, San Felipe and Volcan). As a result of this
review the Group recognised an impairment charge in the Pallancata mine unit of US$39,026,000, the Arcata mine unit of US$72,424,000, the
Crespo project of US$14,350,000, the Azuca project of US$12,766,000, San Felipe project of US$10,927,000 and the Vocan project of
US$57,070,000. The impairment recognised in property plant and equipment was US$118,653,000, in evaluation and exploration assets
was US$74,550,000 and in intangibles was US$13,360,000 (refer to note 17 and 18).
The recoverable values of these CGUs were determined using a fair value less costs of disposal (FVLCD) methodology. FVLCD was determined
using a combination of level 2 and level 3 inputs to construct a discounted cash flow model to estimate the amount that would be paid by a
willing third party in an arm's length transaction. The key assumptions on which management has based its determination of FVLCD, and the
associated recoverable values calculated are presented below.
Gold and silver prices
US$ per oz.
Gold
Silver
Other key assumptions
2016
1,175
16
2017
1,200
17
2018
1,213
18
2019
1,240
19
Long-term
1,224
18
Discount rate (post tax)
Value per in-situ ounce (per tonne in the case
of San Felipe)
Arcata
6.3%
Pallancata
6.3%
San Jose Inmaculada
6.3%
9.7%
Crespo
7.8%
Azuca San Felipe
n/a
n/a
Volcan
n/a
n/a
n/a
n/a
n/a
n/a
0.25
16.21
6.55
1 With respect to the Azuca, Volcan and San Felipe growth projects, given their early stage, the Group applied a value in-situ methodology, which applies a realisable
‘enterprise value’ to unprocessed mineral resources. The methodology is used to determine the fair value less costs of disposal of the Azuca, Volcan which includes
the water permits held by the Group, and San Felipe CGUs. The enterprise value used in the calculation performed at 31 December 2015 was US$6.55 per gold
equivalent ounce of resources (Volcan), $0.25 per silver equivalent ounce of resources (Azuca) and US$16.21 per zinc equivalent tonne of resources (San Felipe).
The enterprise value figures are based on observable external market information.
Current carrying value of CGU, net of deferred tax (US$000)
31 December 2015
Arcata
42,956
Pallancata
49,331
San Jose Inmaculada
587,208
160,055
Crespo
46,275
Azuca San Felipe
4,218
26,102
Volcan
62,512
Crespo, Azuca and San Felipe projects correspond to the exploration segment.
Sensitivity analysis
Other than as disclosed below, management believes that no reasonably possible change in any of the key assumptions above would cause the
carrying value of any of its cash generating units to exceed its recoverable amount.
The estimated recoverable amounts of the following of the Group’s CGUs are equal to, or not materially greater than, their carrying values;
consequently, any adverse change in the following key assumptions would, in isolation, cause an impairment loss to be recognised:
Approximate impairment resulting from the
following changes (US$000)
Prices (10% decrease)
Post tax discount rate (3% increase)
Production costs (10% increase)
Value per in-situ ounce (per tonne in the case of
San Felipe) (10% decrease)
Arcata
(42,956)
(5,354)
(42,956)
Pallancata
(14,892)
(3,525)
(8,082)
San Jose Inmaculada
(86,439)
(89,961)
(50,812)
(28,570)
(20,495)
(48,914)
Crespo
(16,308)
(12,348)
(7,397)
Azuca
San Felipe
n/a
n/a
n/a
n/a
n/a
n/a
Volcan
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
(2,610)
(422)
(6,251)
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Financial statements
16 PROPERTY, PLANT AND EQUIPMENT CONTINUED
Mining
properties and
development
costs
US$000
Land and
buildings
US$000
Plant and
equipment
US$000
Vehicles
US$000
Mine
closure
asset
US$000
Construction
in progress
and capital
advances
US$000
Year ended 31 December 2014
Cost
At 1 January 2014
Additions
Change in discount rate
Change in mine closure estimate
Disposals
Write-offs
Disposal of subsidiary (note 4(a))
Transfers and other movements1
At 31 December 2014
Accumulated depreciation
and impairment
At 1 January 2014
Depreciation for the year
Disposals
Write-offs
Disposal of subsidiary (note 4(a))
Transfers and other movements1
At 31 December 2014
Net book amount at 31 December 2014
869,780
136,742
–
–
–
(114)
(11,015)
4,384
999,777
452,777
84,928
–
(51)
(11,015)
185
526,824
472,953
220,083
1,913
–
–
(178)
(276)
(7,851)
43,480
257,171
120,923
19,836
(178)
(184)
(7,851)
2,092
134,638
122,533
371,079
20,281
–
–
(2,657)
(3,943)
(6,972)
11,254
389,042
175,453
29,854
(2,385)
(2,677)
(6,969)
(66)
193,210
195,832
6,511
46
–
–
(309)
(308)
(355)
445
6,030
3,645
752
(256)
(195)
(345)
62
3,663
2,367
74,362
–
4,357
18,741
–
–
(1,247)
–
96,213
48,425
2,308
–
–
(1,247)
–
49,486
46,727
Total
US$000
1,678,198
316,174
4,357
18,741
(3,205)
(4,641)
(27,440)
3,357
1,985,541
136,383
157,192
–
–
(61)
–
–
(56,206)
237,308
3,498
–
–
–
–
(2,088)
1,410
235,898
804,721
137,678
(2,819)
(3,107)
(27,427)
185
909,231
1,076,310
1 Net of transfers and other movements of US$3,172,000 were transferred from evaluation and exploration assets.
17 EVALUATION AND EXPLORATION ASSETS
Cost
Balance at 1 January 2014
Additions
Transfers from/(to) property, plant and equipment
Balance at 31 December 2014
Additions
Transfers from/(to) property plant and equipment
Balance at 31 December 2015
Accumulated impairment
Balance at 1 January 2014
Impairment1
Transfers from/(to) property, plant and equipment
Balance at 31 December 2014
Impairment1
Transfers from/(to) property, plant and equipment
Balance at 31 December 2015
Net book value as at 31 December 2014
Net book value as at 31 December 2015
Azuca
US$000
75,540
821
3,593
79,954
211
–
80,165
29,862
–
3,430
33,292
12,584
–
45,876
46,662
34,289
Crespo
US$000
San Felipe
US$000
Volcan
US$000
Others
US$000
Total
US$000
29,176
–
(3,620)
25,556
224
–
25,780
9,130
–
(3,620)
5,510
4,368
–
9,878
20,046
15,902
55,950
–
–
55,950
–
–
55,950
16,550
(1,643)
–
14,907
10,927
–
25,834
41,043
30,116
90,575
1,463
(3)
92,035
958
–
92,993
–
–
–
–
44,381
–
44,381
92,035
48,612
10,684
2,382
(3,822)
9,244
5,468
(1,742)
12,970
1,740
–
–
1,740
2,290
(312)
3,718
7,504
9,252
261,925
4,666
(3,852)
262,739
6,861
(1,742)
267,858
57,282
(1,643)
(190)
55,449
74,550
(312)
129,687
207,290
138,171
There were no borrowing costs capitalised in evaluation and exploration assets.
1 In 2015 the Group recognised an impairment charge of US$74,550,000, mainly related to the Volcan project (refer to note 16). The FVLCD calculation is detailed
in note 16. In 2014, the Group partially reversed the impairment of the San Felipe project of US$1,643,000.
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Financial statementsp61-120
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
18 INTANGIBLE ASSETS
Cost
Balance at 1 January 2014
Additions
Transfer
Balance at 31 December 2014
Additions
Transfer
Balance at 31 December 2015
Accumulated amortisation and impairment
Balance at 1 January 2014
Amortisation for the year4
Transfer
Balance at 31 December 2014
Amortisation for the year4
Impairment5
Balance at 31 December 2015
Net book value as at 31 December 2014
Net book value as at 31 December 2015
Transmission
line1
US$000
22,157
–
–
22,157
–
–
22,157
10,022
1,102
–
11,124
946
–
12,070
11,033
10,087
Water
permits2
US$000
26,583
–
–
26,583
–
–
26,583
–
–
–
–
–
12,686
12,686
26,583
13,897
Software
licences
US$000
Legal rights3
US$000
1,348
4
421
1,773
25
–
1,798
1,238
79
(69)
1,248
67
–
1,315
525
483
6,404
277
–
6,681
587
(582)
6,686
1,549
458
–
2,007
491
674
3,172
4,674
3,514
Total
US$000
56,492
281
421
57,194
612
(582)
57,224
12,809
1,639
(69)
14,379
1,504
13,360
29,243
42,815
27,981
1 The transmission line is amortised using the units of production method. At 31 December 2015 the remaining amortisation period is approximately 10 years.
2 Corresponds to the acquisition of water permits of Andina Minerals Group (“Andina”). They have an indefinite life according to Chilean law. In the case of the water
permits the Group applied a value in situ methodology, which applies a realisable ‘enterprise value’ to unprocessed mineral resources. The methodology is used to
determine the fair value less costs of disposal of the Volcan cash-generating unit, which includes the water permits held by the Group. The enterprise value used in
the calculation performed at 31 December 2015 was US$10.29 per gold equivalent ounce of resources (2014: US$18.00). The enterprise value figures are based on
observable external market information.
3 Legal rights correspond to expenditures required to give the Group the right to use a property for the surface exploration work, development and production.
At 31 December 2015 the remaining amortisation period is 10 years.
4 The amortisation for the period is included in cost of sales and administrative expenses in the income statement.
5 Correspond to the impairment of the Crespo and Volcan projects (refer to note 16).
The carrying amount of water permits is reviewed annually to determine whether it is in excess of its recoverable amount.
19 AVAILABLE-FOR-SALE FINANCIAL ASSETS
Beginning balance
Fair value change recorded in equity
Disposals1
Ending balance
Year ended 31 December
2015
US$000
455
(86)
(3)
366
2014
US$000
51,658
(3,106)
(48,097)
455
1 As at 31 December 2014 corresponds to the sales of 9,451,874 shares of Gold Resource Corp., 3,334,000 shares of Norther Superior Resources Inc., 3,755,746 shares
of Chaparral Gold Corp., and 500,000 shares of Mirasol Resources Ltd.
The fair value of the listed shares is determined by reference to published price quotations in an active market.
The investments in unlisted shares (Pembrook Mining Corp. and ECI Exploration and Mining Inc.) were recognised at cost less any recognised
impairment losses given that there is not an active market for these investments. The investments in ECI Exploration and Mining Inc. and
Pembrook Mining Corp. were fully impaired as at 31 December 2014 and 2015.
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Hochschild Mining plc Annual Report 2015
Financial statements
20 TRADE AND OTHER RECEIVABLES
Trade receivables (note 36(c))
Advances to suppliers
Duties recoverable from exports of Minera Santa Cruz
Receivables from related parties (note 30(a))
Loans to employees
Interest receivable
Receivable from Kaupthing, Singer and Friedlander Bank
Other1
Provision for impairment2
Assets classified as receivables
Prepaid expenses
Value Added Tax (VAT)3
Total
As at 31 December
2015
Current
US$000
62,352
6,567
–
11
149
36
252
13,518
(5,327)
77,558
1,157
46,112
124,827
Non-current
US$000
–
–
2,016
–
1,192
–
–
2,186
–
5,394
389
705
6,488
2014
Current
US$000
72,818
5,347
6,000
45
748
78
264
15,939
(5,136)
96,103
11,336
59,599
167,038
Non-current
US$000
–
–
4,698
–
991
–
–
1,567
–
7,256
60
2,871
10,187
The fair values of trade and other receivables approximate their book value.
1 Mainly corresponds to account receivables from contractors for the sale of supplies of US$4,791,000 (2014: US$9,763,000), a tax claim related to the withholding
tax on the GRC dividends received of US$142,000 (2014: US$1,447,000), other tax claims of US$2,840,000 (2014: US$2,767,000 ).
2 Includes the provision for impairment of trade receivable from a customer in Peru of US$1,108,000 (2014: US$1,108,000), the impairment of deposits in Kaupthing,
Singer and Friedlander of US$252,000 (2014: US$264,000) and other receivables of US$3,967,000 (2014: US$3,764,000) that mainly relates to an exploration project
that would be recovered through an ownership interest if it succeeds.
3 Primarily relates to US$13,078,000 (2014: US$19,583,000) of VAT receivable related to the San Jose project that will be recovered through future sales of gold
and silver by Minera Santa Cruz S.A. It also includes the VAT of Compañía Minera Ares S.A.C. of US$32,086,000 (2014: US$35,026,000). The VAT is valued at its
recoverable amount.
Movements in the provision for impairment of receivables:
At 1 January 2014
Provided for during the year
Released during the year
At 31 December 2014
Provided for during the year
Released during the year
At 31 December 2015
As at 31 December 2015 and 2014, none of the financial assets classified as receivables (net of impairment) were past due.
Individually
impaired
US$000
5,084
110
(58)
5,136
446
(255)
5,327
21 INVENTORIES
Finished goods valued at cost
Finished goods at net realisable value
Products in process valued at cost
Products in process at net realizable value
Supplies and spare parts
Provision for obsolescence of supplies
Total
Finished goods include ounces of gold and silver, dore and concentrate.
Products in process include dore, concentrate and stockpile.
As at 31 December
2015
US$000
14,120
1,856
13,632
1,121
44,855
75,584
(5,298)
70,286
2014
US$000
7,147
–
13,326
–
42,404
62,877
(4,460)
58,417
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Financial statementsp61-120
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
21 INVENTORIES CONTINUED
The Group either sells dore bars as a finished product or if it is commercially advantageous to do so, delivers the bars for refining into gold
and silver ounces which are then sold. In the latter scenario, the dore bars are classified as products in process. The amount of dore on hand
at 31 December 2015 included in products in process is US$3,827,000 (2014: US$1,405,000).
Concentrate is sold to smelters, but in addition could be used as a product in process to produce dore.
As part of the Group’s short-term financing policies, it acquires pre-shipment loans which are guaranteed by the sales contracts.
The amount of expense recognised in profit and loss related to the consumption of inventory of supplies, spare parts and raw materials is
US$78,525,000 (2014: US$75,066,000).
Movements in the provision for obsolescence comprise an increase in the provision of US$1,046,000 (2014: US$192,000) and the reversal
of US$Nil relating to the sale of supplies and spare parts, that had been provided for (2014: US$1,137,000).
22 CASH AND CASH EQUIVALENTS
Cash at bank
Liquidity funds1
Current demand deposit accounts2
Time deposits3
Cash and cash equivalents considered for the statement of cash flows4
As at 31 December
2015
US$000
368
337
47,717
35,595
84,017
2014
US$000
293
935
76,850
37,921
115,999
The fair value of cash and cash equivalents approximates their book value. The Group does not have undrawn borrowing facilities available in
the future for operating activities or capital commitments.
1 The liquidity funds are mainly invested in certificates of deposit, commercial papers and floating rate notes with a weighted average maturity of 14 days as at
31 December 2015 (2014: average of 10 days).
2 Relates to bank accounts which are freely available and bear interest.
3 These deposits have an average maturity of 2 days (2014: Average of 2 days) (refer to note 36(g)).
4 Funds deposited in Argentinean institutions are effectively restricted for transfer to other countries and are invested locally. Included within cash and cash
equivalents at 31 December 2015 is US$11,696,000 (2014: US$14,233,000), which is not readily available for use in subsidiaries outside of Argentina.
23 DEFERRED INCOME
On 3 August 2011, Hochschild entered into an agreement with Impulsora Minera Santa Cruz (“IMSC”) whereby IMSC acquired the right to
explore the San Felipe properties and an option to purchase the related concessions. Under the terms of this agreement the Group has received
the following non-refundable payments to date:
San Felipe contract
As at 31 December
2015
US$000
25,000
2014
US$000
25,000
These payments reduce the total consideration IMSC will be required to pay upon exercise of the option on December 2016, and constitute an
advance of the final purchase price, rather than an option premium and, as such, they were recorded as deferred income. On 7 July 2015, IMSC
renegotiated terms of the agreement, postponing the advance payment of US$5,000,000 from 1 December 2015 to 1 December 2016.
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Financial statements
24 TRADE AND OTHER PAYABLES
Trade payables1
Salaries and wages payable2
Dividends payable
Taxes and contributions
Guarantee deposits
Mining royalty (note 35)
Accounts payable to related parties (note 30)
Account payable to Graña & Montero3
Other
Total
As at 31 December
2015
Current
US$000
58,655
20,278
826
9,605
7,163
796
40
–
4,529
101,892
Non-current
US$000
–
–
–
–
–
–
–
–
92
92
2014
Current
US$000
64,458
23,890
1,789
11,441
7,327
951
49
–
1,985
111,890
Non-current
US$000
–
–
–
57
–
–
–
20,322
–
20,379
The fair value of trade and other payables approximate their book values.
1 Trade payables relate mainly to the acquisition of materials, supplies and contractors’ services. These payables do not accrue interest and no guarantees have
been granted.
2 Salaries and wages payable relates to remuneration payable. There were no Board members remuneration and long term incentive plan payable at
31 December 2015 and 2014.
3 Related to the construction of Inmaculada mine unit. Includes the principal of US$20,000,000 plus interest of US$322,000, calculated at a 5% interest rate. The
payment of the amount owing is to be made in four instalments every six months starting in September 2017.
25 BORROWINGS
Bond payable (a)
Secured bank loans (b)
• Pre-shipment loans in Minera Santa Cruz
(note 21)
• Medium-term bank loan
• Short-term bank loans
Total
Effective
interest rate
8.56%
Non-current
US$000
290,230
29.64%
3.82%
0.7% to
1.35%
–
49,548
–
339,778
As at 31 December
2015
Current
US$000
8,777
10,554
229
75,200
94,760
Effective
interest rate
8.48%
Non-current
US$000
342,043
29.08%
3.47%
–
98,791
–
–
440,834
2014
Current
US$000
13,457
13,843
582
–
27,882
(a) Bond payable
On 23 January 2014 the Group issued US$350,000,000 7.75% Senior Unsecured Notes of Compañía Minera Ares S.A.C. guaranteed by Hochschild
Mining plc and Hochschild Mining (Argentina) Corporation S.A. The interest is paid semiannually, until maturity in 23 January 2021.During
November and December 2015, the Group repurchased bonds amounting to US$55,225,000 for $54,369,000, giving rise to a gain on repurchase
of US$856,000 (see note 13). The balance at 31 December 2015 comprises the carrying value, including accrued interest payable, of
US$299,007,000 (2014: US$355,500,000) determined in accordance with the effective interest method.
The following options could be taken before the maturity:
• Optional Redemption with Proceeds of Equity Offerings: Up to 35% at 107.750% prior to 23 January 2017
• Optional Redemption with Make-Whole Premium: At any time prior to 23 January 2018, the issuer may redeem all or part of the notes, at
a price equal to 100% of the outstanding principal amount of the notes plus accrued and unpaid interest and additional amounts, if any,
to the redemption date, plus a “make-whole” premium at Treasury Rate + 50 bps.
• Optional Redemption without Make-Whole Premium: The issuer may redeem all or part of the notes on or after 23 January 2018 at
the redemption prices specified plus accrued and unpaid interest and additional amounts, if any, to the redemption date. The Make
Whole Premium requires repayment of 103.875%, 101.938% or 100% of the outstanding principal balance if exercised in 2018, 2019
or 2020 respectively.
• Optional Redemption Upon Tax Event: 100% of the outstanding principal amount plus accrued and unpaid interest and additional
amounts, if any.
• Change of Control Offer: 101% of principal amount plus accrued and unpaid interest.
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Financial statementsp61-120
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
25 BORROWINGS CONTINUED
(b) Secured bank loans:
Medium-term bank loan:
Credit agreement of US$100,000,000 with Scotiabank Peru S.A.A. acting as Lead Arranger and The Bank of Nova Scotia and Corpbanca as lenders.
The borrower is Compañía Minera Ares S.A.C. and the loan is guaranteed by Hochschild Mining plc. The loan has an interest rate of LIBOR + 2.6%
payable quarterly. On November 2015 the Group paid US$50,000,000 of principal and modified the schedule of repayments, starting on 30
March 2018 until maturity on 30 December 2019. The carrying value including accrued interest payable at 31 December 2015 of US$49,777,000
(2014: US$99,373,000) was determined in accordance with the effective interest method.
Short-term bank loans:
Six credit agreements signed by Compañía Minera Ares S.A.C. with BBVA Continental. The loans have an interest rate ranging from 0.7% to
1.35%. The carrying value including accrued interest payable at 31 December 2015 is US$75,200,000 (2014: US$Nil)
The maturity of non-current borrowings is as follows:
Between 1 and 2 years
Between 2 and 5 years
Over 5 years
Total
As at 31 December
2015
US$000
–
49,548
290,230
339,778
2014
US$000
16,660
82,131
342,043
440,834
The carrying amount of current borrowings differs their fair value only with respect to differences arising under the effective interest rate
calculations described above. The carrying amount and fair value of the non-current borrowings are as follows:
Secured bank loans
Bond payable
Total
Carrying amount
as at 31 December
Fair value
as at 31 December
2015
US$000
49,548
290,230
339,778
2014
US$000
98,791
342,043
440,834
2015
US$000
48,223
274,878
323,101
2014
US$000
99,083
348,250
447,333
The fair value of secured bank loans was determined by discounting the remaining principal and interest payments at the three month U.S.
LIBOR rate plus 2.6 percent. The U.S. LIBOR rate is a Level 1 input. In the case of the bond payable, the fair value was determined with reference
to the quoted price of these bonds in an active market, another Level 1 input.
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Financial statements
26 PROVISIONS
At 1 January 2014
Additions
Accretion
Change in discount rate
Change in estimates
Payments
Sale of subsidiary (note 4(a))
At 31 December 2014
Less current portion
Non-current portion
At 1 January 2015
Additions
Accretion
Change in discount rate
Change in estimates
Foreign exchange effect
Payments
At 31 December 2015
Less current portion
Non-current portion
Provision
for mine closure1
US$000
82,149
–
242
4,357
27,8294
(5,524)
(1,266)
107,787
–
107,787
107,787
–
69
(755)
15,5174
–
(2,538)
120,080
2,000
118,080
Workers’
profit
sharing2
US$000
374
–
–
–
–
(374)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Long Term
Incentive
Plan3
US$000
1,879
–
–
–
(1,285)
–
–
594
–
594
594
544
–
–
(175)
–
–
963
–
963
Other
US$000
4,820
1,680
–
–
–
(260)
–
6,240
(2,870)
3,370
6,240
108
–
–
–
126
–
6,474
4,115
2,359
Total
US$000
89,222
1,680
242
4,357
26,544
(6,158)
(1,266)
114,621
(2,870)
111,751
114,621
652
69
(755)
15,342
126
(2,538)
127,517
6,115
121,402
1 The provision represents the discounted values of the estimated cost to decommission and rehabilitate the mines at the expected date of closure of each of the
mines. The present value of the provision has been calculated using a real pre-tax annual discount rate, based on a US Treasury bond of an appropriate tenure
adjusted for the impact of quantitative easing as at 31 December 2015 and 2014 respectively, and the cash flows have been adjusted to reflect the risk attached
to these cash flows. Uncertainties on the timing for use of this provision include changes in the future that could impact the time of closing the mines, as new
resources and reserves are discovered. The discount rate used was 0.07% (2014: 0.02%).
2 On the basis that no profit was recognised by the Peruvian companies of the Group, no legal or voluntary provision has been recognised as at 31 December 2015
and 2014.
3 Corresponds to the provision related to awards granted under the Long Term Incentive Plan to designated personnel of the Group. Includes the following benefits:
(i) 2015 awards, granted in March 2015, payable in March 2018 (Ii) 2014 awards, granted in March 2014, payable in March 2017. Only employees who remain in
the Group’s employment on the vesting date will be entitled to a cash payment, subject to exceptions approved by the Remuneration Committee of the Board.
The provision represents the discounted values of the estimated cost of the long-term employee benefit. In 2015 there is a change to the provision and
corresponding expense of US$369,000 (2014: US$-1,285,000) that is disclosed under administrative expenses US$372,000 (2014: US$-1,064,000),
exploration expenses US$-3,000 (2014: US$-221,000).
4 Based on the 2015 and 2014 internal review of mine rehabilitation budgets, an increase of US$15,517,000 (2014: US$27,829,000) was recognised, of
which US$7,590,000 (2014: US$9,088,000) related to a project already closed and has therefore been recognised directly in the income statement.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
27 EQUITY
(a) Share capital and share premium
Issued share capital
The issued share capital of the Company as at 31 December 2015 is as follows:
Class of shares
Ordinary shares
The issued share capital of the Company as at 31 December 2014 is as follows:
Class of shares
Ordinary shares
Issued
Number
Amount
505,571,505 £126,392,876
Issued
Number
Amount
367,101,352 £91,775,338
At 31 December 2015 and 2014, all issued shares with a par value of 25 pence each were fully paid (2015: weighted average of US$0.443 per
share, 2014: weighted average of US$0.464 per share).
Rights attached to ordinary shares:
At general meetings of the Company, on a show of hands and on a poll, every member who is present in person or subject to the below, by proxy,
has one vote for every share of which they are the holder/proxy. However, in the case of a vote on a show of hands where a proxy has been
appointed by more than one member, the proxy has one vote for and one vote against if the proxy has been instructed by one or more members
to vote for the resolution and by one or more members to vote against the resolution.
On 20 March 2015 the Group issued 587,015 ordinary shares under the Deferred Bonus Plan, to certain employees of the Group.
On 20 October 2015 a rights issue was completed and 137,883,138 shares with an aggregate nominal value of US$53,195,659 were issued
for a cash consideration of US$100,007,840 (137,883,138 shares at GBP 0.47 per share, amounting to GBP 64,805,075) net of transaction costs
of US$4,792,135.
The changes in share capital are as follows:
Shares issued as at 1 January 2014
Shares issued as at 1 January 2015
Shares issued according the Deferred Bonus Plan benefit on 20 March 2015
Shares issued and paid pursuant to the rights issue on 20 October 2015
Shares issued as at 31 December 2015
Number of
shares
367,101,352
367,101,352
587,015
137,883,138
505,571,505
Share Capital
US$000
170,389
170,389
220
53,196
223,805
Share premium
US$000
396,021
396,021
–
42,020
438,041
(b) Treasury shares
Treasury shares represent the cost of Hochschild Mining plc shares purchased in the market and held by the trustee of the Hochschild Mining
Employee Share Trust to satisfy the award of conditional shares under the Group’s Enhanced Long Term Incentive Plan granted to the CEO
(note 2(n)). During 2011, the Group purchased 126,769 shares for the purposes of the plan, for a total consideration of £561,477.91
(equivalent to US$898,000). No shares were purchased by the Group during 2014 and 2015.
(c) Other reserves
Unrealised gain/loss on available-for-sale financial assets
Under IAS 39, the Group classifies its investments in listed companies as available-for-sale financial assets which are carried at fair value.
Consequently, the increase in carrying values, net of the related deferred tax liability, is taken directly to this account where it will remain until
disposal or impairment of the investment, when the cumulative unrealised gains and losses are recycled through the income statement.
Unrealised gain/loss on cash flow hedges
Correspond to the effective portion of the gain or loss on the hedging instruments (refer to note 2(y)).
Cumulative translation adjustment
The cumulative translation adjustment account is used to record exchange differences arising from the translation of the financial statements
of subsidiaries and associates with a functional currency different to the reporting currency of the Group.
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Financial statements
27 EQUITY CONTINUED
Merger reserve
The merger reserve represents the difference between the value of the net assets of the Cayman Holding Companies (Ardsley, Garrison,
Larchmont and Hochschild Mining (Peru)) acquired under the Share Exchange Agreement and the nominal value of the shares issued in
consideration of such acquisition.
Bond equity component
Represented the equity component of a Convertible bond issued on 20 October 2009 which was repaid on 16 October 2014. Upon repayment
the equity component was transferred to retained earnings.
Share-based payment reserve
Is used to recognise the value of equity-settled share-based payment transactions provided to employees, as a part of their remuneration.
At the beginning of 2015, the Group introduced the Restricted Share Plan, which is a new one-off share-based long-term incentive plan for
some executives and key employees who play a fundamental role in the performance of the business.
On 30 December 2014 and 16 February 2015, 1,319,392 and 6,026,089 share options with a fair value of 86.8p and 92.3p were granted to
the CEO and certain key employees, respectively under the Restricted Share Plan (‘RSP’) of the Group.
The vesting of the options is subject to the satisfaction of certain performance as well as service conditions classified as non-market conditions.
The options vest over a five-year period in tranches of 20% of the shares after each of 2, 3 and 4 years and the balance after 5 years.
If the service conditions are not met, the options lapse. As the performance conditions are non-market-based they are not reflected in the fair
value of the award at grant date, and therefore the Company will assess the likelihood of these conditions being met with a relevant adjustment
to the cumulative charge as required at each financial year end.
The fair value of the option was determined with respect to the market price of the shares on the grant date. The awards do not entitle the
recipients to dividends or payment in lieu of dividends during the vesting period.
The carrying amount of the share based payment reserve relating to the RSP's at 31 December 2015 is $2,843,440 (2014: $nil) with the
equivalent amount recognised in the consolidated income statement (2014: $nil).
28 DEFERRED INCOME TAX
The changes in the net deferred income tax assets/(liabilities) are as follows:
Beginning of the year
Income statement charge (note 14)
Deferred income tax arising on net unrealised gains on cash flow hedges recognised in equity (note 14)
Others
End of the year
As at 31 December
2015
US$000
(83,385)
23,850
(4,739)
–
(64,274)
2014
US$000
(91,089)
8,853
(1,216)
67
(83,385)
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax
liabilities and when the deferred income tax assets and liabilities relate to the same fiscal authority.
The movement in deferred income tax assets and liabilities before offset during the year is as follows:
Deferred income tax liabilities
At 1 January 2014
Income statement (credit)/charge
Deferred income tax arising on net unrealised gains on cash flow
hedges recognised in equity
At 31 December 2014
Income statement (credit)/charge
Deferred income tax arising on net unrealised gains on cash flow
hedges recognised in equity
At 31 December 2015
Differences
in cost
of PP&E
US$000
34,464
7,453
–
41,917
6,050
–
47,967
Mine
development
US$000
Financial
instruments
US$000
Others
US$000
Total
US$000
91,183
(11,202)
–
79,981
(19,874)
–
60,107
2,109
–
1,216
3,325
–
4,739
8,064
3,018
(844)
130,774
(4,593)
–
2,174
2,588
–
4,762
1,216
127,397
(11,236)
4,739
120,900
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Financial statementsp61-120
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
28 DEFERRED INCOME TAX CONTINUED
The amounts after offset, as presented on the face of the Statement of Financial Position, are as follows:
Deferred income tax liabilities
Deferred income tax assets
At 1 January 2014
Income statement credit/(charge)
Foreign exchange effect
At 31 December 2014
Income statement credit/(charge)
At 31 December 2015
As at 31 December
2015
US$000
(64,274)
2014
US$000
(84,959)
Differences
in cost
of PP&E
US$000
Provision
for mine
closure
US$000
Tax
losses
US$000
Mine
development
US$000
Financial
instruments
US$000
Others
US$000
Total
US$000
18,426
(8,879)
–
9,547
(1,685)
7,862
12,832
1,703
–
14,535
8,318
22,853
640
7,911
–
8,551
8,263
16,814
–
697
–
697
257
954
2,394
(132)
–
2,262
(9)
2,253
5,393
2,960
67
8,420
(2,530)
5,890
39,685
4,260
67
44,012
12,614
56,626
The amounts after offset, as presented on the face of the Statement of Financial Position, are as follows:
Deferred income tax assets
Tax losses expire in the following years:
Unrecognised
Expire in one year
Expire in two years
Expire in three years
Expire in four years
Expire after four years
Other unrecognised deferred income tax assets comprise (gross amounts):
Provision for mine closure1
Impairments of assets2
As at 31 December
2015
US$000
–
2014
US$000
1,574
As at 31 December
2015
US$000
2014
US$000
1,075
2,733
3,903
3,978
109,315
121,004
–
1,256
3,184
6,017
108,143
118,600
As at 31 December
2015
US$000
66,577
14,692
2014
US$000
55,637
(493)
1 This relates to provision for mine closure expenditure which is expected to be incurred in periods in which taxable profits are not expected against which the
expenditure can be offset.
2 Related to the impairment of San Felipe and Volcan project (2014: Corresponds to the reversal of impairment of San Felipe project) (note 17).
Unrecognised deferred tax liability on retained earnings
At 31 December 2015, there was no recognised deferred tax liability (2014: nil) for taxes that would be payable on the unremitted earnings
of certain of the Group’s subsidiaries as the intention is that these amounts are permanently reinvested.
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Hochschild Mining plc Annual Report 2015
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Financial statements
29 DIVIDENDS PAID AND PROPOSED
Declared and paid during the year
Equity dividends on ordinary shares:
Final dividend for 2014: US$Nil (2013: US$Nil)
Interim dividend for 2015: US$Nil (2014: US$Nil)
Dividends declared to non-controlling interests: US$Nil (2014: US$0.04 and US$Nil)
Dividends declared and paid
Dividends declared to non-controlling interests: US$Nil (2014: US$0.04)
Dividends declared and not paid
Total dividends declared
Final dividend for 2015: US$Nil (2014: US$Nil)
2015
US$000
2014
US$000
–
–
–
–
–
–
–
–
–
–
5,542
5,542
1,719
1,719
7,261
–
Dividends per share
The Directors of the Company are not recommending a dividend in respect of the year ended 31 December 2015 and 31 December 2014.
30 RELATED-PARTY BALANCES AND TRANSACTIONS
(a) Related-party accounts receivable and payable
The Group had the following related-party balances and transactions during the years ended 31 December 2015 and 2014. The related parties
are companies owned or controlled by the main shareholder of the parent company or associates.
Current related party balances
Cementos Pacasmayo S.A.A.1
Total
Accounts receivable
as at 31 December
Accounts payable
as at 31 December
2015
US$000
2014
US$000
2015
US$000
2014
US$000
11
11
45
45
40
40
49
49
1 The account receivable relates to reimbursement of expenses paid by the Group on behalf of Cementos Pacasmayo S.A.A. The account payable relates to the
payment of rentals.
As at 31 December 2015 and 2014, all accounts are, or were, non-interest bearing.
No security has been granted or guarantees given by the Group in respect of these related party balances.
Principal transactions between affiliates are as follows:
Expenses
Expense recognised for the rental paid to Cementos Pacasmayo S.A.A.
Transactions between the Group and these companies are on an arm’s length basis.
(b) Compensation of key management personnel of the Group
Compensation of key management personnel (including Directors)
Short-term employee benefits
Long Term Incentive Plan, Deferred Bonus Plan and Restricted Share Plan
Total compensation paid to key management personnel
Year ended
2015
US$000
2014
US$000
(285)
(185)
As at 31 December
2015
US$000
5,613
2,641
8,254
2014
US$000
5,369
679
6,048
This amount includes the remuneration paid to the Directors of the parent company of the Group of US$4,155,759 (2014: US$4,005,780), out of
which US$Nil (2014: US$160,462) relates to pension payments.
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Financial statementsp61-120
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
30 RELATED-PARTY BALANCES AND TRANSACTIONS CONTINUED
(c) Participation in rights issue by Pelham Investment Corporation (“Pelham”) and Inversiones ASPI SA (“ASPI”)
As at the record date of the Rights Issue, Eduardo Hochschild held his investment in the Company through Pelham. Following receipt of its
entitlement under the Rights Issue, Pelham transferred, for nil consideration, its Nil Paid Rights in respect of 74,745,101 new ordinary shares to
ASPI an entity that is also under the control of Eduardo Hochschild. Under the terms of an irrevocable undertaking signed between Pelham, ASPI
and the Company, it was agreed that:
(i) ASPI would, among other things, subscribe for at least 68,887,508 new ordinary shares at an issue price of 47 pence per new ordinary
share (the “Subscription Commitment”); and
the Company would, among other things, pay ASPI a fee of 1% of the Subscription Commitment of approximately US$500,000.
(ii)
31 AUDITOR’S REMUNERATION
The auditor’s remuneration for services provided to the Group during the years ended 31 December 2015 and 2014 is as follows:
Audit fees pursuant to legislation1
Audit-related assurance services
Taxation compliance services
Taxation advisory services
Services relating to corporate finance transactions
Total
Amounts paid
to Ernst & Young
in the year ended
31 December
2015
US$000
788
75
41
55
398
1,357
2014
US$000
899
84
84
34
–
1,101
1 The total audit fee in respect of local statutory audits of subsidiaries is US$458,000 (2014: US$524,000).
In 2015 and 2014, all fees are included in administrative expenses, with the exception of 2015 fees related to the issuance of shares
by the Group (US$478,000).
32 NOTES TO THE STATEMENT OF CASH FLOWS
Reconciliation of loss for the year to net cash generated from operating activities
Loss for the year
Adjustments to reconcile Group loss to net cash inflows from operating activities
Depreciation (note 3(a))
Amortisation of intangibles
Write-off of assets (net)
Impairment of assets/(Reversals of impairment (net)
Impairment of available-for-sale financial assets
Gain on sale of available-for-sale financial assets
Gain on sale of property, plant and equipment
Provision for obsolescence of supplies
Loss on sale of subsidiary
Provision for mine closure
Finance income
Finance costs
Income tax expense
Other
Increase/(decrease) of cash flows from operations due to changes in assets and liabilities
Trade and other receivables
Other financial assets and liabilities
Inventories
Trade and other payables
Provisions
Cash generated from operations
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Hochschild Mining plc Annual Report 2015
Hochschild Mining plc Annual Report 2015
As at 31 December
2015
US$000
2014
US$000
(239,657)
(70,831)
142,742
1,504
583
206,563
105
–
(245)
1,046
–
7,590
(1,898)
32,795
(16,518)
11,031
26,155
(393)
(12,915)
7,140
606
166,234
129,153
1,639
1,534
(1,643)
6,155
(4,061)
(269)
(945)
2,963
9,088
(2,215)
33,074
2,621
7,323
(3,417)
(761)
11,843
8,982
(240)
129,993
Financial statements
33 COMMITMENTS
(a) Mining rights purchase options
During the ordinary course of business, the Group enters into agreements to carry out exploration under concessions held by third parties.
Generally, under the terms of these agreements, the Group has the option to acquire the concession or invest in the entity holding the
concession. In order to exercise these options the Group must satisfy certain financial and other obligations during the term of the agreement.
The options lapse in the event that the Group does not meet its financial obligations. At any point in time, the Group may cancel the agreements
without penalty, except where specified below.
The Group continually reviews its requirements under the agreements and determines, on an annual basis, whether to proceed with its financial
commitment. Based on management’s current intention regarding these projects, the commitments at the statement of financial position date
are as follows:
Commitment for the subsequent 12 months
More than one year
(b) Operating lease commitments
The Group has a number of operating lease agreements, as a lessee.
As at 31 December
2015
US$000
550
6,450
2014
US$000
350
6,850
The lease expenditure charged to the income statement during the years 2015 and 2014 are included in production costs (2015: US$9,692,000,
2014: US$7,108,000), administrative expenses (2015: US$1,415,000, 2014: US$1,442,000), exploration expenses (2015: US$266,000, 2014:
US$611,000) and selling expenses (2015: US$1,000, 2014: US$1,000).
As at 31 December 2015 and 2014, the future aggregate minimum lease payments under the operating lease agreements are as follows:
Not later than one year
Later than one year and not later than five years
(c) Capital commitments
Peru
Argentina
For the year ended
31 December
2015
US$000
3,615
3,433
2014
US$000
6,371
2,224
For the year ended
31 December
2015
US$000
7,684
4,509
12,193
2014
US$000
97,826
6,091
103,917
34 CONTINGENCIES
As at 31 December 2015, the Group had the following contingencies:
(a) Taxation
Fiscal periods remain open to review by the tax authorities for four years in Peru and five years in Argentina and Mexico, preceding the year
of review. During this time the authorities have the right to raise additional tax assessments including penalties and interest. Under certain
circumstances, reviews may cover longer periods.
Because a number of fiscal periods remain open to review by the tax authorities, coupled with the complexity of the Group and the transactions
undertaken by it, there remains a risk that significant additional tax liabilities may arise. As at 31 December 2015, the Group had exposures
totalling US$34,969,000 (2014: US$46,100,000) which are assessed as ‘possible’, rather than ‘probable’. No amounts have been provided in
respect of these items.
Notwithstanding this risk, the Directors believe that management’s interpretation of the relevant legislation and assessment of taxation is
appropriate and that it is probable that the Group’s tax and customs positions will be sustained in the event of a challenge by the tax authorities.
Consequently, the Directors consider that they have made adequate provision for any future outflow of resources and no additional provision is
required in respect of these claims or risks.
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Financial statementsp61-120
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
34 CONTINGENCIES CONTINUED
(b) Other
The Group has conducted its operations in the ordinary course of business in accordance with its understanding and interpretation,
and based on advice of legal counsel, of applicable legislation in the countries in which the Group has operations. In certain specific transactions,
however, the relevant authorities could have a different interpretation of those laws and regulations that could lead to contingencies or
additional liabilities for the Group. Having consulted legal counsel, management believes that it has reasonable grounds to support its position.
The assessment of contingencies inherently involves exercise of significant judgement and estimates of the outcome of future events.
Uncertainties in estimating the liability includes changes in the legal interpretation that the authorities could make in respect of the
Group’s transactions.
35 MINING ROYALTIES
Peru
In accordance with Peruvian legislation, owners of mining concessions must pay a mining royalty for the exploitation of metallic and
non-metallic resources. Mining royalties have been calculated with rates ranging from 1% to 3% of the value of mineral concentrate
or equivalent sold, based on quoted market prices.
In October 2011 changes came into effect for mining companies, with the following features:
a) Introduction of a Special Mining Tax (‘SMT’), levied on mining companies at the stage of exploiting mineral resources. The
additional tax is calculated by applying a progressive scale of rates ranging from 2% to 8.4%, of the quarterly operating profit.
b) Modification of the mining royalty calculation, which consists of applying a progressive scale of rates ranging from 1% to 12%,
of the quarterly operating profit. The former royalty was calculated on the basis of monthly sales value of mineral concentrates.
The SMT and modified mining royalty are accounted for as an income tax in accordance with IAS 12 “Income Taxes”.
c) For companies that have mining projects benefiting from tax stability regimes, mining royalties are calculated and recorded as they were
previously, applying an additional new special charge on mining that is calculated using progressive scale rates, ranging from 4% to 13.12%
of quarterly operating profit.
d) In the case of the Arcata mine unit, the company quit the tax stability agreement, but has maintained the agreement for the mining royalties,
such that the Arcata unit, is liable for the new SMT but the mining royalties remain payable at the same rate as they were, before the
modification in 2011.
As at 31 December 2015, the amount payable as under the former mining royalty (for the Arcata mining unit), the new mining royalty (for the
Ares, Pallancata and Inmaculada mining units), and the SMT amounted to US$272,000 (2014: US$395,000), US$1,080,000 (2014: US$266,000),
and US$745,000 (2014: US$Nil) respectively. The former mining royalty is recorded as ‘Trade and other payables’, and the new mining royalty
and SMT as ‘Income tax payable’ in the Statement of Financial Position. The amount recorded in the income statement was US$1,205,000
(2014: US$1,279,000) representing the former mining royalty, classified as cost of sales, US$1,778,000 (2014: US$1,611,000) of new mining
royalty and US$755,000 (2014: US$375,000) of SMT, both classified as income tax.
Argentina
In accordance with Argentinian legislation, Provinces (being the legal owners of the mineral resources) are entitled to request royalties
from mine operators. For San Jose, the mining royalty was originally fixed at 1.85% of the pit-head value of the production where the final
product is dore and 2.55% where the final product is mineral concentrate or precipitates. In October 2012 a new provincial law was passed,
which increased the mining royalty applicable to dore and concentrate to 3% of the pit-head value. Since November 2012 Minera Santa
Cruz S.A. has been paying and expensing the increased 3% royalty although it has filed an administrative claim against the new law. As at
31 December 2015, the amount payable as mining royalties amounted to US$524,000 (2014: US$556,000). The amount recorded in the
income statement as cost of sales was US$4,763,000 (2014: US$5,302,000).
On 13 June 2013, the congress of the Province of Santa Cruz passed Law No. 3318, which created a tax on mining reserves. Accordingly, the
owners of mining concessions located in the Province of Santa Cruz must pay a tax on mining reserves at a rate of 1%, calculated at the end
of each year and determined according to the international price of metals at that date. According to these regulations, the tax applies only on
“proved reserves” and certain deductions (related to the production cost) apply. Minera Santa Cruz S.A. (a subsidiary of Hochschild Mining plc)
is affected by this tax. On 20 December 2013, Minera Santa Cruz S.A. filed before the Argentine Supreme Court a legal claim against the tax on
mining reserves. Such legal claim challenges the legality of the tax on mining reserves arguing its unconstitutionality on the grounds that it
violates the Federal Mining Policy created by national law No. 24.196. Additionally, on 2 November 2015, Minera Santa Cruz S.A. filed a
precautionary measure under which it requested the Argentine Supreme Court to order the Province of Santa Cruz not to claim to Minera Santa
Cruz S.A. the payment of any amount related to the tax on mining reserves until a final decision on the constitutionality of the tax is rendered.
The precautionary measure was granted on 9 December 2015, furthermore no tax was paid during 2015. As at 31 December 2015, the amount
payable as tax on mining reserves was US$4,054,000 (2014: US$4,088,000) recorded as ‘Trade and other payables’. The amount recorded in the
income statement was US$441,000 (2014: US$3,453,000) as other expenses. The tax on mining reserves was eliminated on 30 December 2015.
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Financial statements
36 FINANCIAL RISK MANAGEMENT
The Group is exposed to a variety of risks and uncertainties which may have a financial impact on the Group and which also impact the
achievement of social, economic and environmental objectives. These risks include strategic, commercial, operational and financial risks and
are further categorised into risk areas to facilitate consolidated risk reporting across the Group.
The Group has made significant developments in the management of the Group’s risk environment which seeks to identify and, where
appropriate, implement the controls to mitigate the impact of the Group’s significant risks. This effort is supported by a Risk Committee with the
participation of the CEO, the Vice Presidents, and the head of the internal audit function. The Risk Committee is responsible for implementing
the Group’s policy on risk management and internal control in support of the Company’s business objectives, and monitoring the effectiveness
of risk management within the organisation.
(a) Commodity price risk
Silver and gold prices have a material impact on the Group’s results of operations. Prices are significantly affected by changes in global economic
conditions and related industry cycles. Generally, producers of silver and gold are unable to influence prices directly; therefore, the Group’s
profitability is ensured through the control of its cost base and the efficiency of its operations.
The Group´s policy is generally to remain hedge free. However, management continuously monitors silver and gold prices and reserves the right
to take the necessary action, where appropriate and within Board approved parameters, to mitigate the impact of this risk.
For the year ended 31 December 2015 the gain recognised in the income statement for the commodity swaps contracts signed during the year
is as follows:
Year
2015
2014
The fair value of unsettled commodity swaps contracts is as follows:
Year
2015
2014
Oz Ag
6,000,000
4,000,000
Oz Au
76,000
33,300
Average
Price per oz
Ag
US$
17.75
21.5
Average
Price per oz
Au
US$
1,229
1,338.45
Effect on
Income
statement
US$000
18,962
14,603
Oz Ag
6,000,000
Oz Au
100,000
38,000
Average
Price per oz
Ag
US$
15.94
Average
Price per oz
Au
US$
1,151
1,300
Effect on
equity
US$000
21,267
4,342
The Group is exposed to commodity price risk on these commodity swap contracts. A 10% favourable or adverse change in the price of gold and
silver would have an impact on amounts recognised in the comprehensive income of approximately +/- US$10,561,000 (2014: +/- US$4,940,000)
and +/-US$8,265,000 (2014: US$nil) respectively.
The Group has embedded derivatives arising from the sale of concentrate and dore which were provisionally priced at the time the sale was
recorded (refer to notes 5 and 36(e)). For these derivatives, the sensitivity of the fair value to an immediate 10% favourable or adverse change in
the price of gold and silver (assuming all other variables remain constant), is as follows:
Year
2015
2014
Increase/
decrease in price of
ounces of:
Gold +/-10%
Silver+/-10%
Gold +/-10%
Silver+/-10%
Effect on
profit before tax
US$000
+/-216
+/-511
+/-238
+/-1,414
www.hochschildmining.com
www.hochschildmining.com
103
103
Financial statementsp61-120
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
36 FINANCIAL RISK MANAGEMENT CONTINUED
(b) Foreign currency risk
The Group produces silver and gold which are typically priced in US dollars. A proportion of the Group’s costs are incurred in pounds sterling,
Peruvian nuevos soles, Canadian dollars, Argentinian pesos and Mexican pesos. Accordingly, the Group’s financial results may be affected by
exchange rate fluctuations between the US dollar and the local currency. The long-term relationship between commodity prices and currencies
in the countries in which the Group operates provides a certain degree of natural protection. The Group does not use derivative instruments to
manage its foreign currency risks.
The following table demonstrates the sensitivity of financial assets and liabilities, at the reporting date, denominated in their respective
currencies, to a reasonably possible change in the US dollar exchange rate, with all other variables held constant, of the Group’s profit before tax
and the Group’s equity.
Year
2015
Pounds sterling
Argentinian pesos
Mexican pesos
Peruvian nuevos soles
Canadian dollars
Chilean pesos
2014
Pounds sterling
Argentinian pesos
Mexican pesos
Peruvian nuevos soles
Canadian dollars
Chilean pesos
Increase/
decrease in
US$/other
currencies’
rate
+/-10%
+/-10%
+/-10%
+/-10%
+/-10%
+/-10%
+/-10%
+/-10%
+/-10%
+/-10%
+/-10%
+/-10%
Effect
on profit
before tax
US$000
+/-52
-/+970
-/+467
+/-2,808
+/-35
-/+153
+/-9
+/-2,197
+/-237
+/-7,757
+/-41
-/+17
Effect
on equity
US$000
+/-25
–
–
–
–
–
+/-23
–
–
–
–
–
(c) Credit risk
Credit risk arises from debtors’ inability to make payment of their obligations to the Group as they become due (without taking into account
the fair value of any guarantee or pledged assets). The Group is primarily exposed to credit risk as a result of commercial activities and
non-compliance, by counterparties, in transactions in cash which are primarily limited to cash balances deposited in banks and accounts
receivable at the statement of financial position date.
Counterparty credit exposure based on commercial activities, including trade receivables, embedded derivatives and cash balances in banks as
at 31 December 2015 and 31 December 2014:
As at
31 December
2015
US$000
62,352
% collected as
at 7 March
2016
64%
As at
31 December
2014
US$000
72,818
% collected as
at 17 March
2015
68%
As at
31 December
2015
US$000
40,175
36
32,846
4,059
5,158
15
1,728
84,017
As at
31 December
2014
US$000
7,457
–
71,761
8,296
27,889
–
596
115,999
Summary commercial partners
Trade receivables
Cash and cash equivalents - Credit rating1
A*+
A+
A-
BBB+
BBB
BBB-
NA
Total
1 The long-term credit rating as at 3 March 2016 (2014: 4 March 2015).
104
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Hochschild Mining plc Annual Report 2015
Hochschild Mining plc Annual Report 2015
Financial statements
36 FINANCIAL RISK MANAGEMENT CONTINUED
To manage the credit risk associated with commercial activities, the Group took the following steps:
• Active use of prepayment/advance clauses in sales contracts.
• Delaying delivery of title and/or requiring advance payments to reduce exposure timeframe (potential delay in sales recognition).
• Obtaining parent guarantees or contracting directly with parent company to shore up the credit profile of the customer (where possible).
• Maintaining as diversified a portfolio of clients as possible.
To manage credit risk associated with cash balances deposited in banks, the Group took the following steps:
•
Increasing banking relationships with large, established and well-capitalised institutions in order to secure access to credit and to diversify
credit risk.
• Limiting exposure to financial counterparties according to Board approved limits.
•
Investing cash in short-term, highly liquid and low risk instruments (money market accounts, term deposits, US Treasuries).
Receivable balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant. The maximum
exposure is the carrying amount as disclosed in notes 20, 22 and 36 (e).
(d) Equity risk on financial instruments
The Group acquires financial instruments in connection with strategic alliances with third parties. The Group constantly monitors the fair
value of these instruments in order to decide whether or not it is convenient to dispose of these investments. The disposal decision is also
based on management’s intention to continue with the strategic alliance, the tax implications and changes in the share price of the investee.
The amount held on investments at year end is not significant and the sensitivity to reasonable movements in the share price of available-for-
sale financial assets is immaterial.
(e) Fair value hierarchy
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.
Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.
As at 31 December 2015 and 2014, the Group held the following financial instruments measured at fair value:
Assets measured at fair value
Equity shares (note 19)
Commodity swaps (note 36(a))
Liabilities measured at fair value
Embedded derivatives1
Assets measured at fair value
Equity shares (note 19)
Commodity swaps (note 36(a)
Liabilities measured at fair value
Embedded derivatives1
31 December
2015
US$000
366
21,267
Level 1
US$000
366
–
Level 2
US$000
–
21,267
Level 3
US$000
–
–
(1,141)
–
–
(1,141)
31 December
2014
US$000
455
4,342
Level 1
US$000
455
–
Level 2
US$000
–
4,342
Level 3
US$000
–
–
(1,533)
–
–
(1,533)
1 Sales of concentrate and certain gold and silver volumes are provisionally priced at the time the sale is recorded. The price is then adjusted after an agreed period of
time (usually linked to the length of time it takes for the smelter to refine and sell the concentrate or for the refiner to process the dore into gold and silver), with the
Group either paying or receiving the difference between the provisional price and the final price. This price exposure is considered to be an embedded derivative in
accordance with IAS 39 ‘Financial Instruments: Recognition and Measurement’. The gain or loss that arises on the fair value of the embedded derivative is recorded
in ‘Revenue’ (refer to note 5).
www.hochschildmining.com
www.hochschildmining.com
105
105
Financial statementsp61-120
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
36 FINANCIAL RISK MANAGEMENT CONTINUED
During the period ending 31 December 2015 and 2014, there were no transfers between these levels.
The reconciliation of the financial instruments categorised as level 3 is as follows:
Balance at 1 January 2014
Gain from the period recognised in revenue
Impairment through profit and loss (finance costs)
Balance at 31 December 2014
Gain from the period recognised in revenue
Balance at 31 December 2015
Embedded
derivatives
liabilities
US$000
(2,294)
761
–
(1,533)
392
(1,141)
Equity
shares
US$0001
6,000
–
(6,000)
–
–
–
1 Pembrook Mining Corp (‘Pembrook’): Macroeconomic uncertainty has been putting downward pressure on commodity prices. Furthermore, the Group is concerned
that Pembrook will run out of funds by the end of the year under their existing agreements and believes that under the present market conditions they may be
unable to obtain funding. Therefore, a full impairment of the remaining cost of the investment has been recorded as at 31 December 2014. The impairment
percentage was calculated based on available observable market data of similar peers.
(f) Liquidity risk
Liquidity risk arises from the Group’s inability to obtain the funds it requires to comply with its commitments, including the inability to sell a
financial asset quickly enough and at a price close to its fair value. Management constantly monitors the Group’s level of short- and medium-
term liquidity, and their access to credit lines, in order to ensure appropriate financing is available for its operations.
The table below categorises the undiscounted cash flows of Group’s financial liabilities into relevant maturity groupings based on the remaining
period as at the statement of financial position to the contractual maturity date. Interest cash flows have been calculated using the spot rate at
year end.
At 31 December 2015
Trade and other payables
Embedded derivative liability
Borrowings
Provisions
Total
At 31 December 2014
Trade and other payables
Embedded derivative liability
Borrowings
Provisions
Total
Less than
1 year
US$000
85,124
1,141
111,811
–
198,076
93,122
1,533
45,053
–
139,708
Between
1 and
2 years
US$000
–
–
24,476
715
25,191
92
–
46,618
166
46,876
Between
2 and
5 years
US$000
23,250
–
120,369
2,089
145,708
–
–
167,980
1,932
169,912
Over
5 years
US$000
–
–
306,198
–
306,198
–
–
390,688
–
390,688
Total
US$000
108,374
1,141
562,854
2,804
675,173
93,214
1,533
650,339
2,098
747,184
(g) Interest rate risk
The Group has financial assets and liabilities which are exposed to interest rate risk. Changes in interest rates primarily impact loans and
borrowings by changing either their fair value (fixed rate debt) or their future cash flows (variable rate debt). The Group does not have a formal
policy of determining how much of its exposure should be at fixed or at variable rates. However, at the time of taking new loans or borrowings,
management applies its judgement to decide whether it believes that a fixed or variable rate borrowing would be more favourable to the Group
over the expected period until maturity.
106
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Hochschild Mining plc Annual Report 2015
Hochschild Mining plc Annual Report 2015
Financial statements
36 FINANCIAL RISK MANAGEMENT CONTINUED
Fixed rate
Assets
Liabilities
Floating rate
Assets
Liabilities
Fixed rate
Assets
Liabilities
Floating rate
Assets
Liabilities
As at 31 December 2015
Between
1 and
2 years
US$000
Between
2 and
5 years
US$000
Over
5 years
US$000
Total
US$000
–
–
–
–
–
(20,322)
–
(290,230)
35,963
(405,083)
–
(49,548)
–
–
337
(49,777)
As at 31 December 2014
Between
1 and
2 years
US$000
Between
2 and
5 years
US$000
Over
5 years
US$000
Total
US$000
–
–
–
–
–
(342,043)
38,214
(369,343)
Within
1 year
US$000
35,963
(94,531)
337
(229)
Within
1 year
US$000
38,214
(27,300)
935
(582)
–
(16,660)
–
(82,131)
–
–
935
(99,373)
Interest on financial instruments classified as floating rate is re-priced at intervals of less than one year. Interest on financial instruments
classified as fixed rate is fixed until the maturity of the instrument. The other financial instruments of the Group that are not included in the
above tables are non-interest bearing and are therefore not subject to interest rate risk.
The sensitivity to a reasonable movement in the interest rate, with all other variables held constant, of the financial instruments with a floating
rate, determined as a +/-50bps change in interest rates has a +/-477,000 effect on profit before tax (2014: +/-495,000). The Group is exposed to
fluctuations in market interest rates.
This assumes that the amount remains unchanged from that in place at 31 December 2015 and 2014 and that the change in interest rates is
effective from the beginning of the year. In reality, the floating rate will fluctuate over the year and interest rates will change accordingly.
(h) Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for
shareholders, benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital. Management considers
as part of its capital, the financial sources of funding from shareholders and third parties (notes 25 and 27).
Even though the company targets to maintain low indebtedness ratios, in 2013 management decided to increase its long term debt to finance
the acquisition of Hochschild´s partner in Pallancata and Inmaculada, International Minerals Corporation. In addition, management reserves
the right to use of short-term pre‑shipment financing (financing of commercial accounts receivables and finished goods inventory).
In 2015 the Group collected capital of $95,216,000 due to a rights issue and $175,948,000 due to proceeds of borrowings while $209,173,000
of debt was repaid.
Management also retains the right to fund operations (fully owned and with joint venture partners) with a mix of equity and joint venture
partners’ debt.
37 SUBSEQUENT EVENTS
a) On 11 February 2016, the Group signed a zero cost collar contract with JP Morgan Chase Bank, National Association , London
Branch over 2,999,997 ounces of silver at a call/put price of US$17.60 and US$14.00 per ounce, from 12 February to 30 December 2016.
In addition, on 12 February 2016, the Group signed a commodity swap contract with Citibank, NA to hedge 15,000 ounces of gold at price
of US$1,244.25 per ounce from 12 February to 30 December 2016.
b) On 12 February 2016, the Argentinian government published the Decreto 349/2016 that eliminates the export tax over the sales
of concentrates.
www.hochschildmining.com
www.hochschildmining.com
107
107
Financial statementsp61-120
PARENT COMPANY STATEMENT OF FINANCIAL POSITION
As at 31 December 2015
ASSETS
Non-current assets
Investments in subsidiaries
Current assets
Other receivables
Cash and cash equivalents
Total assets
EQUITY AND LIABILITIES
Equity share capital
Share premium
Treasury shares
Other reserves
Retained earnings
Total equity
Non-current liabilities
Trade and other payables
Provisions
Current liabilities
Trade and other payables
Total liabilities
Total equity and liabilities
As at 31 December
2015
US$000
2014
US$000
Notes
5
6
7
8
8
8
9
10
9
642,121
642,121
911,016
911,016
6,043
21,885
27,928
670,049
223,805
458,267
(898)
4,655
(244,605)
441,224
7,545
82
7,627
221,198
221,198
228,825
670,049
2,179
3,293
5,472
916,488
170,389
416,247
(898)
2,576
23,693
612,007
11,866
45
11,911
292,570
292,570
304,481
916,488
The financial statements on pages 108 to 120 were approved by the Board of Directors on 8 March 2016 and signed on its behalf by:
IGNACIO BUSTAMANTE
Chief Executive Officer
8 March 2016
108
108
Hochschild Mining plc Annual Report 2015
Hochschild Mining plc Annual Report 2015
Financial statements
PARENT COMPANY STATEMENT OF CASH FLOWS
For the year ended 31 December 2015
Reconciliation of loss for the year to net cash used in operating activities
Loss for the year
Adjustments to reconcile Company loss to net cash outflows from operating activities
Depreciation
Impairment on investment in subsidiary
Write off of property, plant and equipment
Finance income
Finance costs
Income tax
Foreign exchange loss
(Decrease)/increase of cash flows from operations due to changes in assets and liabilities
Other receivables
Trade and other payables
Provision for Long Term Incentive Plan
Cash generated from/(used in) operating activities
Interest received
Interest paid
Net cash used in operating activities
Cash flows from investing activities
Dividends received
Loans to subsidiaries
Net cash used in investing activities
Cash flows from financing activities
Proceeds of loans from related parties
Repayment of borrowings
Proceeds from issue of ordinary shares
Cash flows generated from financing activities
Net (decrease)/increase in cash and cash equivalents during the year
Foreign exchange loss
Other
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Year ended 31 December
2015
US$000
2014
US$000
Notes
(269,954)
(458,653)
4
5
7
–
268,895
–
(4,933)
41
–
–
(1,791)
489
37
(7,216)
9
–
(7,207)
–
6
6
–
(71,299)
95,216
23,917
16,716
209
1,667
3,293
21,885
27
448,345
93
(2,082)
7,157
3
47
(1,285)
(370)
1,757
(4,961)
109
(8,111)
(12,963)
33
131
164
59,242
(114,900)
–
(55,658)
(68,457)
(47)
–
71,797
3,293
www.hochschildmining.com
109
Financial statementsp61-120
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2015
Equity
share
capital
US$000
Notes
Share
premium
US$000
Treasury
Shares
US$000
Bond equity
component
US$000
Share-based
payment
reserve
US$000
Merger
reserve
US$000
Total other
reserves
US$000
Retained
earnings
US$000
Total equity
US$000
Other reserves
170,389
416,247
(898)
8,432
736
338,747
347,915
135,167
1,068,820
Balance at
1 January 2014
Other comprehensive
income
Loss for the year
Total comprehensive
loss for 2014
Transfer to retained
earnings
CEO LTIP
Deferred bonus plan
Balance at
31 December 2014
Other comprehensive
income
Loss for the year
Total comprehensive
loss for 2015
Issuance of shares of
deferred bonus plan
Issuance of shares
Transaction costs
related to issuance
of shares
CEO LTIP
Restricted share plan
Deferred bonus plan
Balance at
31 December 2015
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
170,389
416,247
(898)
–
–
–
220
–
–
–
–
53,196
46,812
–
–
–
–
(4,792)
–
–
–
8
8
8
–
–
–
–
–
–
–
–
–
223,805
458,267
(898)
–
–
–
(8,432)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
610
1,230
2,576
–
–
–
(1,560)
–
–
327
2,843
469
4,655
–
–
–
–
–
–
–
(458,653)
(458,653)
–
(458,653)
(458,653)
(338,747)
(347,179)
347,179
610
1,230
–
–
–
610
1,230
–
–
–
–
–
–
–
–
–
–
–
–
–
2,576
23,693
612,007
–
–
–
–
(269,954)
(269,954)
–
(269,954)
(269,954)
(1,560)
1,340
–
–
–
100,008
–
327
2,843
469
–
316
–
–
(4,792)
643
2,843
469
4,655
(244,605)
441,224
110
110
Hochschild Mining plc Annual Report 2015
Hochschild Mining plc Annual Report 2015
Financial statements
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
For the year ended 31 December 2015
1 CORPORATE INFORMATION
Hochschild Mining plc (hereinafter ‘the Company’) is a public limited company incorporated on 11 April 2006 under the Companies Act 1985 as
a Limited Company and registered in England and Wales with registered number 05777693.
The Company’s registered office is located at 23 Hanover Square, London W1S 1JB, United Kingdom. The Company was incorporated to serve as
a holding company to be listed on the London Stock Exchange. The Company acquired its interest in a group of companies to constitute the
Hochschild Mining Group (‘the Group’) pursuant to a share exchange agreement (‘Share Exchange Agreement’) dated 2 November 2006.
The ultimate controlling party of the Company is Mr Eduardo Hochschild whose beneficial interest in the Company and its subsidiaries
(together ‘the Group’ or ‘Hochschild Mining Group’) is held through Pelham Investment Corporation, a Cayman Islands company.
On 8 November 2006, the Company’s shares were admitted to the Official List of the UKLA (United Kingdom Listing Authority) and to trading
on the London Stock Exchange.
2 SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of preparation
The Company’s financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by
the European Union and are also consistent with IFRS issued by the IASB, as applied in accordance with the Companies Act 2006.
The financial statements of the Company have been prepared on a historical cost basis. The financial statements are presented in US dollars
(US$) and all monetary amounts are rounded to the nearest thousand ($000) except when otherwise indicated.
The ability for the Company to continue as a going concern is dependent on Hochschild Mining Holdings Limited providing additional funding to
the extent that the operating inflows of the Company are insufficient to meet future cash requirements. As Hochschild Mining Holdings Limited
has committed to provide this support, is itself a going concern and can provide financial support if necessary, the Directors have prepared the
financial statements for the Company on the going concern basis.
(b) Exemptions
The Company’s financial statements are included in the Hochschild Mining Group consolidated financial statements for the years ended
31 December 2015 and 31 December 2014. As permitted by section 408 of the Companies Act 2006, the Company has not presented its
own profit and loss account.
(c) Judgements in applying accounting policies and key sources of estimation uncertainty
Certain amounts included in the financial statements such as the impairment in subsidiaries involve the use of judgement and/or estimation.
These judgements and estimates are based on management’s best knowledge of the relevant facts and circumstances, having regard to prior
experience, but actual results may differ from the amounts included in the financial statements. Information about such judgements and
estimation is contained in the accounting policies and/or the notes to the financial statements.
(d) Changes in accounting policy and disclosures
The accounting policies adopted are consistent with those of the previous financial year.
(e) Currency translation
The functional currency of the Company is the US dollar and is determined by the currency of the primary economic environment in which
it operates.
Transactions denominated in currencies other than the functional currency of the Company are initially recorded in the functional currency
using the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are remeasured
at the rate of exchange ruling at the statement of financial position date. Exchange gains and losses on settlement of foreign currency
transactions which are translated at the rate prevailing at the date of the transactions, or on the translation of monetary assets and liabilities
which are translated at period-end exchange rates, are taken to the income statement. Non-monetary assets and liabilities denominated in
foreign currencies that are stated at historical cost are translated to the functional currency at the foreign exchange rate prevailing at the date
of the transaction.
www.hochschildmining.com
111
Financial statementsp61-120
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2015
2 SIGNIFICANT ACCOUNTING POLICIES CONTINUED
(f) Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated depreciation and impairment losses. Cost comprises its purchase price and
directly attributable costs of acquisition or construction required to bring the asset to the condition necessary for the asset to be capable of
operating in the manner intended by management. Economical and physical conditions of assets have not changed substantially over
this period.
The cost less residual value of each item of property, plant and equipment is depreciated over its useful life. Each item’s estimated useful life has
been assessed with regard to its own physical life. Estimates of remaining useful lives are made on a regular basis for all buildings, machinery
and equipment, with annual reassessments for major items. Depreciation is charged to administrative expenses over the estimated useful life
of the individual asset on a straight-line basis. Changes in estimates are accounted for prospectively. Depreciation commences when assets are
available for use. Land is not depreciated.
An asset’s carrying amount is written-down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated
recoverable amount. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised
within other income/expenses, in the income statement.
Subsequent expenditure
Expenditure incurred to replace a component of an item of property, plant and equipment is capitalised separately with the carrying amount
of the component being written off. Other subsequent expenditure is capitalised if future economic benefits will arise from the expenditure.
All other expenditure including repairs and maintenance expenditures are recognised in the income statement as incurred.
(g) Investments in subsidiaries
Subsidiaries are entities over which the Company controls operating and financial policies, generally by owning more than 50% of voting
rights. Investments in subsidiaries are recognised at acquisition cost less any provision for impairment. The Company assesses investments
for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. If any
such indication of impairment exists, the Company makes an estimate of its recoverable amount. Where the carrying amount of an investment
exceeds its recoverable amount, the investment is considered impaired and is written down to its recoverable amount. If, in subsequent periods,
the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was
recognised, the previously recognised impairment loss is reversed. Any subsequent reversal of an impairment loss is recognised in the profit
and loss account, to the extent that the carrying value of the asset does not exceed its amortised cost at the reversal date.
(h) Dividends receivable
Dividends are recognised when the Company’s right to receive payments is established. Dividends received are recorded in the income statement.
(i) Other receivables
Current receivables are carried at the original amount less provision made for impairment of these receivables. A provision for impairment of
receivables is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original
terms of the receivable. The amount of the provision is the difference between the original carrying amount and the recoverable amount and
this difference is recognised in the income statement.
(j) Cash and cash equivalents
Cash and cash equivalents are carried in the statement of financial position at cost. For the purposes of the statement of financial position,
cash and cash equivalents comprise cash in hand and deposits held with banks that are readily convertible into known amounts of cash within
three months or less and which are subject to insignificant risk of changes in value. For the purposes of the cash flow statement, cash and cash
equivalents as defined above are shown net of outstanding bank overdrafts.
(k) Share capital
Ordinary shares are classified as equity. Any excess above the par value of shares received upon issuance of those shares is classified as
share premium. In the case the excess above par value is available for distribution, it is classified as merger reserve and then transferred
to retained earnings.
(l) Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an
outflow of resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect
of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects
current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used,
the increase in the provision due to the passage of time is recognised as a finance cost.
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Financial statements
2 SIGNIFICANT ACCOUNTING POLICIES CONTINUED
(m) Share-based payments
Cash-settled transactions
The fair value of cash-settled share plans is recognised as a liability over the vesting period of the awards. Movements in that liability between
reporting dates are recognised as an expense. The fair value of the awards is taken to be the market value of the shares at the date of award
adjusted by a factor for anticipated relative Total Shareholder Return (‘TSR’) performance. Fair values are subsequently remeasured at each
reporting date to reflect the number of awards expected to vest based on the current and anticipated TSR performance.
Uncertainties in estimating the award include potential changes in the TSR, the number of participants in the plan, and levels of interest rates.
Where the Company is remunerating employees of its subsidiaries through a share-based payment, the costs of the transactions are recorded
as capital contribution to the subsidiaries.
Equity-settled transactions
The cost of equity-settled transactions is recognised, together with a corresponding increase in other reserves in equity, over the period in which
the performance and/or service conditions are fulfilled. The cumulative expense recognised for equity-settled transactions at each reporting
date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity
instruments that vest.
The income statement expense for a period represents the movement in cumulative expense recognised as at the beginning and end of
that period and is recognised in personnel expenses. During 2011 and 2014, the Company approved an equity-settled scheme for its CEO.
At the beginning of 2015, the Company granted a new benefit for some key employees of the Group, the Restricted Share Plan.
(n) Finance income and costs
Finance income and costs mainly comprise interest income on funds invested, interest expense on borrowings, foreign exchange gains and losses,
gains and losses from the change in fair value of derivative instruments and gains and losses on the disposal of available-for-sale investments.
Interest income and costs are recognised as they accrue, taking into account the effective yield on the asset and liability, respectively.
(o) Income tax
Income tax for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it
relates to items charged or credited directly to equity, in which case it is recognised in equity.
Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted at the statement of financial
position date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts used for taxation purposes with the following exemptions:
• where the temporary difference arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business
•
combination that at the time of the transaction affects neither accounting nor taxable profit or loss;
in respect of taxable temporary differences associated with investments in subsidiaries, associates and joint ventures, where the timing
of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the
foreseeable future.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability
is settled based on the tax rates (and tax laws) that have been enacted or substantively enacted at the statement of financial position date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset
can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
www.hochschildmining.com
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Financial statementsp61-120
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2015
2 SIGNIFICANT ACCOUNTING POLICIES CONTINUED
(p) Financial instruments
Financial assets and liabilities are recognised when the Company becomes party to the contracts that give rise to them and are classified as
loans or borrowings, receivables, payables, financial instruments at fair value through profit and loss or as available-for sale financial assets,
as appropriate. The Company determines the classification of its financial assets and liabilities at initial recognition and, where allowed and
appropriate, re-evaluates this designation at each financial year end. When financial assets and liabilities are recognised initially, they are
measured at fair value, being the transaction price plus, in the case of financial assets not at fair value through profit or loss and borrowings,
directly attributable transaction costs. The Company considers whether a contract contains an embedded derivative when the entity first
becomes a party to it. The embedded derivatives are separated from the host contract if it is not measured at fair value through profit or loss
and when the economic characteristics and risks are not closely related to those of the host contract. Reassessment only occurs if there is a
change in the terms of the contract that significantly modifies the cash flows that would otherwise be required.
All regular way purchases and sales of financial assets are recognised on the trade date, being the date that the Company commits to purchase
or sell the asset. Regular way transactions require delivery and receipt of assets within the timeframe generally established by regulation or
convention in the marketplace.
Financial guarantees
Financial guarantees are guarantees provided by the Company on behalf of one of the Group’s subsidiaries. At inception the fair value of a
financial guarantee is determined and recognised as a liability in the Company’s accounts, while the debit is recognised as a capital contribution
to its subsidiary. The liability is subsequently amortised on a straight-line basis over the life of the guarantee, unless it is considered probable that
the guarantee will be called, in which case it is measured at the value of the guaranteed amount payable, if higher.
The liability is presented within creditors as ‘Financial liability – financial guarantee’.
Loans and borrowings
Borrowings are recognised initially at fair value. After initial recognition, interest bearing loans and borrowings are subsequently measured
at amortised cost using the effective interest rate method.
Gains and losses are recognised in the income statement when the liabilities are derecognised as well as through the amortisation process.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve
months after the statement of financial position date.
A detailed description of the Company’s policies in respect of financial instruments is included in the Group’s financial statements (note 2(t)).
(q) Dividends distribution
Dividend distribution to the Company’s shareholders is recognised as a liability in the Company’s financial statements in the period in which
the dividends are approved by the Company’s shareholders.
(r) Convertible bond
The convertible bond is a compound financial instrument that includes a financial liability and an equity instrument.
At initial recognition, the Company determines the fair value of the liability component, and the equity component as a residual amount that
is never remeasured after initial recognition.
The convertible bond issued by the Company was derecognised in October 2014, upon repayment of the debt.
3 PROFIT AND LOSS ACCOUNT
The Company made a loss attributable to equity shareholders of US$269,954,000 (2014: loss of US$458,653,000).
4 PROPERTY, PLANT AND EQUIPMENT
The ending balance at 31 December 2015 is US$nil (31 December 2014: US$nil), related to cost of equipment of US$265,000 net to accumulated
depreciation of US$265,000.
There were no additions during 2014 and 2015.
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Financial statements
5 INVESTMENTS IN SUBSIDIARIES
Year ended 31 December 2014
Cost
At 1 January 2014
Additions
At 31 December 2014
Accumulated impairment
At 1 January 2014
Impairment loss
At 31 December 2014
Net book value at 31 December 2014
Year ended 31 December 2015
Cost
At 1 January 2015
At 31 December 2015
Accumulated impairment
At 1 January 2015
Impairment loss
At 31 December 2015
Net book value at 31 December 2015
Total
US$000
2,319,649
16,361
2,336,010
(976,649)
(448,345)
(1,424,994)
911,016
2,336,010
2,336,010
(1,424,994)
(268,895)
(1,693,889)
642,121
The Company tested its investment in subsidiary for impairment in light of decreases in the prices of gold and silver, as well as decreases in the
Company’s publically listed share price, which were determined to be indicators of impairment. As a result of this test, the Company recognised
an impairment of the investment in Hochschild Mining Holdings Ltd. of US$268,895,000 (2014: US$448,345,000).
This impairment reflects the reduction in value of these investments since recognition. The recoverable value of the investment in Hochschild
Mining Holdings Limited was determined using a fair value less costs of disposal. The fair value less costs of disposal was determined with
reference to the market capitalisation of the Group at 31 December 2015 and 2014 translated from Pounds Sterling into U.S. Dollars using the
year-end exchange rate (both Level 1 inputs), to which a control premium was added based on recent market transactions (a Level 2 input), and
subsequently adjusted for the net debt held directly by the Company. A Level 1 input refers to quoted prices in active markets, while a Level 2
input corresponds to other information that can be observed directly or indirectly. Any variation in the key assumptions would either result in
further impairment or a reduction of the impairment.
The breakdown of the investments in subsidiaries is as follows:
Name
Hochschild Mining Holdings Limited
As at 31 December 2015
As at 31 December 2014
Country of
incorporation
England &
Wales
Equity interest
%
100%
Carrying
value US$000
642,121
Country of
incorporation
England &
Wales
Equity
interest %
100%
Total
642,121
The list of indirectly held subsidiaries of the Group is presented in note 1 (Corporate information) of the notes to the consolidated
financial statements.
During 2014 the Company recorded a capital contribution of $16,361,000 related to the financial guarantee granted over some
borrowings entered into by Compañia Minera Ares S.A.C., one of its indirectly held subsidiaries (note 9).
Carrying
value
US$000
911,016
911,016
www.hochschildmining.com
115
Financial statementsp61-120
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2015
6 OTHER RECEIVABLES
Amounts receivable from subsidiaries (note 11)
Prepayments
Receivable from Kaupthing, Singer and Friedlander
Provision for impairment1
Total
Year ended 31 December
2015
US$000
5,566
477
252
6,295
(252)
6,043
2014
US$000
2,169
10
264
2,443
(264)
2,179
The fair values of other receivables approximate their book values.
1 Corresponds to the balance of the impairment of cash deposits with Kaupthing, Singer and Friedlander of US$252,000 accrued in 2008 and partially recovered
in 2015 (2014: US$264,000).
Movements in the provision for impairment of receivables:
At 1 January 2014
Amounts recovered
At 31 December 2014
Amounts recovered
At 31 December 2015
As at 31 December 2015 and 2014, none of the financial assets classified as receivables (net of impairment) were past due.
7 CASH AND CASH EQUIVALENTS
Total
US$000
289
(25)
264
(12)
252
Bank current account1
Time deposits2
Cash and cash equivalents considered for the cash flow statement
1 Relates to bank accounts which are freely available and bear interest.
2 These deposits have an average maturity of 2 days (2014: 2 days).
8 EQUITY
(a) Share capital and share premium
Issued share capital
The issued share capital of the Company as at 31 December 2015 is as follows:
Class of shares
Ordinary shares
The issued share capital of the Company as at 31 December 2014 is as follows:
Class of shares
Ordinary shares
Year ended 31 December
2015
US$000
635
21,250
21,885
2014
US$000
307
2,986
3,293
Issued
Number
Amount
505,571,505 £126,392,876
Issued
Number
Amount
367,101,352 £91,775,338
At 31 December 2015 and 2014, all issued shares with a par value of 25 pence each were fully paid (2015: weighted average of US$0.443 per
share, 2014: weighted average of US$0.464 per share).
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Financial statements
8 EQUITY CONTINUED
Rights attached to ordinary shares
At general meetings of the Company, on a show of hands and on a poll, every member who is present in person or subject to the below by proxy,
has one vote for every share of which they are the holder/proxy. However, in the case of a vote on a show of hands where a proxy has been
appointed by more than one member, the proxy has one vote for and one vote against if the proxy has been instructed by one or more members
to vote for the resolution and by one or more members to vote against the resolution.
On 20 March 2015 the Group issued 587,015 ordinary shares under the Deferred Bonus Plan, a benefit to the certain employees of the Group.
On 20 October 2015 a rights issue was completed and 137,883,138 shares with an aggregate nominal value of US$53,195,659 were issued
for a cash consideration of US$100,007,840 (137,883,138 shares at GBP 0.47 per share, amounting to GBP 64,805,075) net of transaction costs
of US$4,792,135.
The changes in share capital are as follows:
Shares issued as at 1 January 2014
Shares issued as at 31 December 2014
Shares issued according the Deferred Bonus Plan benefit on 20 March 2015
Shares issued and paid pursuant to the rights issue on 20 October 2015
Shares issued as at 31 December 2015
Number of
shares
367,101,352
367,101,352
587,015
137,883,138
505,571,505
Share Capital
US$000
170,389
170,389
220
53,196
223,805
Share premium
US$000
416,247
416,247
–
42,020
458,267
(b) Treasury shares
Treasury shares represent the cost of Hochschild Mining plc shares purchased in the market and held by the trustee of the Hochschild Mining
Employee Share Trust to satisfy the award of conditional shares under the Company’s Enhanced Long Term Incentive Plan granted to the CEO
(note 2(n)). During 2011, the Company purchased 126,769 shares for the purposes of the plan, for a total consideration of £561,477.91
(equivalent to US$898,000). No shares were purchased by the Company in 2014 and 2015.
(c) Other reserves
Merger reserve
The merger reserve represents the difference between the fair value of the net assets of the Cayman Holding Companies acquired under the
Share Exchange Agreement and the nominal value of the shares issued in consideration of such acquisition. The merger reserve was realised
in 2013 and 2014 as a result of the impairment of the investment in subsidiary recorded in the period (note 5).
Bond equity component
Represents the equity component of the Convertible bond issued on 20 October 2009. When the initial carrying amount of a compound
financial instrument is allocated to its equity and liability components, the equity component is assigned the residual amount after deducting
the fair value of the instrument as a whole the amount separately determined for the liability component. As the convertible bond was repaid
on 16 October 2014, the bond equity component was transferred to retained earnings.
Share-based payment reserve
Is used to recognise the value of equity-settled share-based payment transactions provided to employees, as a part of their remuneration.
At the beginning of 2015, the Group introduced the Restricted Share Plan, which is a new one-off share-based long-term incentive plan for
some executives and key employees who play a fundamental role in the performance of the business.
www.hochschildmining.com
117
Financial statementsp61-120
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2015
9 TRADE AND OTHER PAYABLES
Trade payables
Payables to subsidiaries (note 11)
Remuneration payable
Taxes and contributions
Financial guarantees1
Total
As at 31 December
2015
Current
US$000
1,008
217,571
325
375
1,919
221,198
Non-current
US$000
–
–
–
–
11,866
11,866
2014
Current
US$000
511
289,236
59
242
2,522
292,570
Non-current
US$000
–
–
–
–
7,545
7,545
1 The Company has provided financial guarantees to certain banks over the medium-term bank loan and bond payable entered into by its subsidiary Compañia
Minera Ares S.A.C. The financial guarantee was recognised at its fair value at initial recognition of US$16,361,000. This fair value was determined through the use
of certain Level 3 estimates, the most significant of which being the estimated rate of interest Compañia Minera Ares S.A.C. would have been charged were it not
for the guarantee provided by the Company. The liability is subsequently amortised on a straight-line basis over the life of the guarantee.
Trade payables mainly relate to the purchase of third-party services. These payables do not accrue interest and no guarantees have been granted
in relation to these payables. The fair value of trade and other payables approximate their book values.
10 PROVISIONS
Beginning balance
Increase/(decrease) in provision
At 31 December
Less current portion
Non-current portion
As at 31 December
2015
US$000
45
37
82
–
82
2014
US$000
128
(83)
45
–
45
1 Corresponds to the provision related to cash-settled share-based payment awards granted under the Long Term Incentive Plan to designated personnel of the
Company. Includes the following benefits: (i) Long Term Incentive Plan awards, granted in March 2015, payable in March 2018, (ii) Long Term Incentive Plan awards,
granted in March 2014, payable in March 2017. Only employees who remain in the Company’s employment until the vesting date will be entitled to a cash
payment, subject to exceptions approved by the Remuneration Committee of the Board. The provision represents the discounted values of the estimated cost
of the long-term employee benefit.
11 RELATED-PARTY BALANCES AND TRANSACTIONS
(a) Related-party accounts receivable and payable
The Company had the following related-party balances and transactions during the years ended 31 December 2015 and 31 December 2014.
As at 31 December 2015
Accounts
receivable
US$000
Accounts
payable
US$000
As at 31 December 2014
Accounts
receivable
Accounts
payable
US$000
US$000
Subsidiaries
Compañía Minera Ares S.A.C.1
Hochschild Mining Holdings Ltd.2
Other subsidiaries
Total
4,701
488
377
5,566
253
217,294
24
217,571
1,468
488
213
2,169
617
288,593
26
289,236
1 The account receivable mainly relates to the Deferred Bonus Plan and Restricted Share Plan provision that are going to be paid by Hochschild Mining plc in shares
on behalf of Compañía Minera Ares S.A.C. The account payable mainly relates to the services performed by Compañía Minera Ares S.A.C. to Hochschild Mining plc during
2015 of US$253,000 (2014: US$617,000). The Company has also provided certain financial guarantees on behalf of Compañía Minera Ares S.A.C. (notes 5 and 9).
2 Relates to loans receivable by and payable to Hochschild Mining Holdings Ltd. The loan payable is repayable on demand and is free of interest.
The fair values of the receivables and payables approximate their book values. Transactions between the Company and these companies are
on an arm’s length basis.
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Financial statements
11 RELATED-PARTY BALANCES AND TRANSACTIONS CONTINUED
(b) Compensation of key management personnel of the Company
Key management personnel include the Directors who receive remuneration. The amount of this remuneration totals US$1,518,262 (2014:
US$1,509,604), out of which US$nil (2014: US$28,059) relates to cash supplements in lieu of pension contributions.
Compensation of key management personnel (including directors)
Short-term employee benefits
Long Term Incentive Plan
Total compensation
As at 31 December
2015
US$000
875
643
1,518
2014
US$000
899
610
1,509
12 DIVIDENDS PAID AND PROPOSED
Dividends per share
The Directors of the Company are not recommending the payment of a dividend in respect of the year ended 31 December 2015 and 2014.
13 FINANCIAL RISK MANAGEMENT
The Company is exposed to a variety of risks and uncertainties which may have an impact on the achievement of financial and economic
objectives. These risks include strategic, operational and financial risk and are further categorised into risk areas to facilitate risk assessment.
The Company is not exposed to significant sources of commodity price, equity or interest rate risk.
(a) Foreign currency risk
Due to the operations of the Company, it has cash and cash equivalents and trade payables denominated in pounds sterling and Canadian
dollars. Accordingly, the financial results of the Company may be affected by exchange rate fluctuations. The Company does not use derivative
instruments to manage its foreign currency risks. The following table demonstrates the sensitivity of financial assets and liabilities, at the
reporting date denominated in their respective currencies, to a reasonably possible change in the US dollar exchange rate, with all other
variables held constant, of the Company’s profit before tax and the Company’s equity.
Year
2015
Pound sterling
2014
Pound sterling
Increase/
decrease in
US$/other
currencies
rate
Effect
on profit
before tax
US$000
+/-10%
-/+39
+/-10%
-/+8
Effect
on equity
US$000
–
–
(b) Credit risk
The Company is primarily exposed to credit risk in transactions in cash which are primarily limited to cash balances deposited in banks and
accounts receivable at the statement of financial position date. The Company has evaluated and introduced efforts to try to mitigate credit
risk exposure.
To manage credit risk associated with cash balances deposited in banks, the Company is:
•
•
increasing banking relationships with large, established and well-capitalised institutions in order to secure access to credit and to diversify
credit risk;
investing cash in short-term, highly liquid and low risk instruments (term deposits);
• maintaining excess cash abroad in hard currency.
Credit risk concentrations exist when changes in economic, industrial or geographic factors take place, affecting in the same manner the
Company’s counterparties whose added risk exposure is significant to the Company’s total credit exposure. Receivable balances are monitored
on an ongoing basis with the result that the Company’s exposure to bad debts is not significant. The maximum exposure is the carrying amount
as disclosed in note 6.
www.hochschildmining.com
119
Financial statementsp61-120
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS CONTINUED
For the year ended 31 December 2015
13 FINANCIAL RISK MANAGEMENT CONTINUED
(c) Liquidity risk
Liquidity risk arises from the Company’s inability to obtain the funds it requires to comply with its commitments, including the inability to sell
a financial asset quickly enough and at a price close to its fair value. Management constantly monitors the Company’s level of short- and
medium-term liquidity and their access to credit lines on reasonable terms in order to ensure appropriate financing is available for its operations.
The Company is funded by Hochschild Mining Holdings Ltd. through loans in order to meet its obligations. Liquidity is supported by the balance
of cash in the Company and Hochschild Mining Holdings at 31 December 2015 of US$21,885,000 (2014: S$3,293,000) and US$335,000 (2014:
US$3,519,000) respectively. The Company also serves as principal funding conduit for the Group’s capital raising activities such as
equity issuances.
The table below analyses the Company’s financial liabilities into relevant maturity groupings based on the remaining period to the contractual
maturity date:
At 31 December 2015
Trade and other payables
Provisions
At 31 December 2014
Trade and other payables
Provisions
Less than
1 year
US$000
218,904
–
289,806
–
Between
1 and
2 years
US$000
Between
2 and
5 years
US$000
Over
5 years
US$000
–
56
–
13
–
189
–
146
–
–
–
–
Total
US$000
218,904
245
289,806
159
The table below analyses the maximum amounts payable under financial guarantees provided to Compañía Minera Ares S.A.C. (notes 5 and 9),
considering that if the guarantees were to be called, the guaranteed amounts would be due immediately:
At 31 December 2015
Financial guarantees1
At 31 December 2014
Financial guarantees1
Less than
1 year
US$000
344,775
450,000
Between
1 and
2 years
US$000
Between
2 and
5 years
US$000
Over
5 years
US$000
Total
US$000
–
–
–
–
–
344,775
–
450,000
1 Not including any accumulated interest that may be payable at the call date.
(d) Capital risk management
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide
returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
Management considers as part of its capital the financial sources of funding from shareholders and third-parties (notes 8 and 9). In order to
ensure an appropriate return for shareholders’ capital invested in the Company, management monitors capital thoroughly and evaluates all
material projects and potential acquisitions before submission to the Board for ultimate approval, where applicable.
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Hochschild Mining plc Annual Report 2015
Financial statements
1
PROFIT BY OPERATION
(Segment report reconciliation) as at 31 December 2015
Company (US$000)
Revenue
Cost of sales (Pre consolidation)
Consolidation adjustment
Cost of sales (Post consolidation)
Production cost excluding depreciation
Depreciation in production cost
Other items
Change in inventories
Gross profit
Administrative expenses
Exploration expenses
Selling expenses
Other income/expenses
Operating profit before impairment
Impairment of assets
Finance income
Finance costs
FX loss
Profit/(loss) from continuing operations before
income tax
Income tax
Profit/(loss) for the year from continuing operations
1 On a post exceptional basis.
Arcata
107,425
(107,803)
165
(107,638)
(71,128)
(33,360)
(2,133)
(1,017)
(378)
–
–
(962)
–
(1,340)
–
–
–
–
(1,340)
–
(1,340)
Inmaculada
102,303
(52,532)
(2,621)
(55,153)
(32,765)
(27,243)
(1,544)
6,399
49,771
–
–
(12)
–
49,759
–
–
–
–
Consolidation
adjustment
and others
276
(2,744)
2,744
–
–
–
–
–
(2,468)
(38,148)
(9,255)
–
(7,243)
(57,114)
(207,146)
1,898
(32,900)
(5,627)
San Jose
186,097
(153,093)
(94)
(153,187)
(109,615)
(43,205)
(5,499)
5,132
33,004
–
–
(19,707)
–
13,297
–
–
–
–
49,759
–
49,759
13,297
–
13,297
(300,889)
16,518
(284,371)
Pallancata
73,045
(88,999)
(194)
(89,193)
(51,599)
(35,725)
(1,610)
(259)
(15,954)
–
–
(1048)
–
(17,002)
–
–
–
–
(17,002)
–
(17,002)
Total/HOC
469,146
(405,171)
–
(405,171)
(265,107)
(139,533)
(10,786)
10,255
63,975
(38,148)
(9,255)
(21,729)
(7,243)
(12,400)
(207,146)
1,898
(32,900)
(5,627)
(256,175)
16,518
(239,657)
www.hochschildmining.com
121
Further informationp121-125
RESERVES AND RESOURCES
ORE RESERVES AND MINERAL RESOURCES ESTIMATES
Hochschild Mining plc reports its mineral resources and reserves estimates in accordance with the Australasian Code for Reporting of Exploration
Results, Mineral Resources and Ore Reserves 2004 edition (“the JORC Code”). This establishes minimum standards, recommendations and
guidelines for the public reporting of exploration results and mineral resources and reserves estimates. In doing so it emphasises the importance
of principles of transparency, materiality and confidence. The information on ore reserves and mineral resources on pages 122 to 124 were
prepared by or under the supervision of Competent Persons (as defined in the JORC Code). Competent Persons are required to have sufficient
relevant experience and understanding of the style of mineralisation, types of deposits and mining methods in the area of activity for which they
are qualified as a Competent Person under the JORC Code. The Competent Person must sign off their respective estimates of the original mineral
resource and ore reserve statements for the various operations and consent to the inclusion of that information in this report, as well as the form
and context in which it appears.
Hochschild Mining plc employs its own Competent Person who has audited all the estimates set out in this report. Hochschild Mining Group
companies are subject to a comprehensive programme of audits which aim to provide assurance in respect of ore reserve and mineral resource
estimates. These audits are conducted by Competent Persons provided by independent consultants. The frequency and depth of an audit
depends on the risks and/or uncertainties associated with that particular ore reserve and mineral resource, the overall value thereof and
the time that has lapsed since the previous independent third-party audit.
The JORC Code requires the use of reasonable economic assumptions. These include long-term commodity price forecasts (which, in the
Group’s case, are prepared by ex-house specialists largely using estimates of future supply and demand and long-term economic outlooks).
Ore reserve estimates are dynamic and are influenced by changing economic conditions, technical issues, environmental regulations and
any other relevant new information and therefore these can vary from year-to-year. Mineral resource estimates can also change and tend
to be influenced mostly by new information pertaining to the understanding of the deposit and secondly the conversion to ore reserves.
The estimates of ore reserves and mineral resources are shown as at 31 December 2015, unless otherwise stated. Mineral resources that are
reported include those mineral resources that have been modified to produce ore reserves. All tonnage and grade information has been rounded
to reflect the relative uncertainty in the estimates; there may therefore be small differences. The prices used for the reserves calculation were:
Au Price: US$1,200 per ounce and Ag Price: US$20 per ounce.
ATTRIBUTABLE METAL RESERVES AS AT 31 DECEMBER 20151
Reserve category
OPERATIONS1
Arcata
Proved
Probable
Total
Inmaculada2
Proved
Probable
Total
Pallancata
Proved
Probable
Total
San Jose
Proved
Probable
Total
Total
Proved
Probable
Total
Proved and
probable
(t)
652,377
881,991
1,534,369
2,950,174
4,025,378
6,975,552
618,107
614,625
1,232,732
626,967
334,696
961,663
4,847,625
5,856,689
10,704,315
Ag
(g/t)
Au
(g/t)
Ag
(moz)
Au
(koz)
Ag Eq
(moz)
347
311
326
126
155
143
286
261
274
521
414
484
227
205
215
1.1
1.1
1.1
4.1
4.5
4.4
1.5
1.2
1.4
7.4
6.5
7.1
3.8
3.8
3.8
7.3
8.8
16.1
12.0
20.1
32.0
5.7
5.2
10.9
10.5
4.5
15.0
35.4
38.5
73.9
22.6
31.0
53.6
391.2
584.5
975.7
29.6
24.4
54.0
149.7
70.1
149.7
8.6
10.7
19.3
35.4
55.2
90.6
7.5
6.6
14.1
19.5
8.7
28.1
593.2
710.0
1,303.1
71.0
81.1
152.1
Note: Where reserves are attributable to a joint venture partner, reserve figures reflect the Company’s ownership only. Includes discounts for ore loss and dilution.
1 Operations were audited by P&E Consulting.
2 Inmaculada reserves and resources as published in the Feasibility Study released on 11 January 2012. Prices used for reserves calculation: Au: $1,100/oz and
Ag: $18/oz.
122
Hochschild Mining plc Annual Report 2015
Further information
ATTRIBUTABLE METAL RESOURCES AS AT 31 DECEMBER 2015
Pb
(%)
Tonnes
(t)
Au
(g/t)
Ag
(g/t)
Zn
(%)
Cu
(%)
Ag
(moz)
Ag Eq
(moz)
Zn
(kt)
Pb
(kt)
Cu
(kt)
Resource category
OPERATIONS
Arcata
Measured
Indicated
Total
Inferred
Inmaculada1
Measured
Indicated
Total
Inferred
Pallancata
Measured
Indicated
Total
Inferred
San Jose
Measured
Indicated
Total
Inferred
GROWTH PROJECTS
Crespo2
Measured
Indicated
Total
Inferred
Azuca
Measured
Indicated
Total
Inferred
Volcan3
Measured
Indicated
Total
Inferred
OTHER PROJECTS4
Measured
Indicated
Total
Inferred
GRAND TOTAL
Measured
Indicated
Total
Inferred
1,758,822
2,086,114
3,844,936
4,348,694
2,707,568
3,793,491
6,501,060
3,733,302
2,442,908
1,050,863
3,493,771
4,305,774
1,015,679
1,251,369
2,267,048
781,685
5,211,058
17,298,228
22,509,286
775,429
190,602
6,858,594
7,049,197
6,946,341
105,918,000
283,763,000
389,681,000
41,553,000
1,393,716
1,354,261
2,747,977
13,445,001
120,638,353
317,455,921
438,094,275
75,889,227
457
370
410
335
155
188
174
124
360
289
338
283
575
395
476
390
47
38
40
46
244
187
188
170
–
–
–
–
69
82
76
8
25
14
17
63
1.41
1.27
1.33
1.22
5.05
5.41
5.26
2.98
1.71
1.37
1.61
1.14
8.33
5.69
6.88
6.06
0.47
0.40
0.42
0.57
0.77
0.77
0.77
0.89
0.738
0.698
0.709
0.502
0.02
0.06
0.04
0.30
0.91
0.76
0.80
0.76
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
7.12
6.14
6.64
0.58
0.08
0.03
0.04
0.10
3.10
2.73
2.92
0.21
0.04
0.01
0.02
0.04
0.39
0.31
0.35
1.22
0.00
0.00
0.00
0.22
25.9
24.8
50.7
46.8
13.5
22.9
36.4
14.9
28.2
9.8
38.0
39.2
18.8
15.9
34.7
9.8
7.9
21.0
28.8
1.1
1.5
41.2
42.7
37.9
–
–
–
–
3.1
3.6
6.7
3.4
97.5
143.2
240.7
136.1
30.6
30.0
60.6
57.0
39.8
62.6
102.4
36.3
36.3
12.5
48.9
48.7
35.1
29.6
64.7
18.9
12.6
34.3
46.9
2.0
1.8
51.3
53.1
49.9
150.7
382.0
532.7
40.3
14.1
12.9
27.0
69.0
321.1
615.2
936.3
322.2
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
99.3
83.2
182.4
77.8
99.3
83.2
182.4
77.8
43.1
37.0
80.1
28.5
43.1
37.0
80.1
28.5
5.5
4.2
9.7
163.6
5.5
4.2
9.7
163.6
1 Inmaculada resources as published in the Feasibility Study released on 11/01/ 2012. Prices used for resources calculation: Au: $1,100/oz and Ag: $18/oz.
2 Prices used for resources calculation: Au: $1,200/oz and Ag: $20/oz.
3 Resources reported in the NI 43-101 Technical Report published by Andina Minerals, January 2011. Price used for resources calculation: Au: $950/oz.
4 Includes the Jasperoide copper project and the San Felipe zinc/silver project. The silver equivalent grade (147 g/t Ag Eq) has been calculated applying the
following ratios, Cu/Ag=96.38 and Au/Ag=60.
www.hochschildmining.com
123
Further informationp121-125
RESERVES AND RESOURCES CONTINUED
CHANGE IN ATTRIBUTABLE RESERVES AND RESOURCES
Ag equivalent content (million ounces)
Arcata
Inmaculada
Pallancata
San Jose
Crespo
Azuca
Volcan
Other projects total
Total
Percentage
attributable
December
2014
100%
100%
100%
51%
100%
100%
100%
100%
December
2014
Att.1
108.7
25.6
149.7
81.1
80.7
18.7
87.7
27.5
48.9
–
103.0
–
572.9
–
96.0
–
1,247.6
152.9
December
2015
Att.1
117.6
19.3
138.7
90.6
97.6
14.1
83.7
28.1
48.9
–
103.0
–
572.9
–
96.0
–
1,258.5
152.1
Net
difference
8.9
(6.3)
(10.9)
9.5
16.9
(4.6)
(4.0)
(0.6)
–
–
–
–
–
–
–
–
(10.9)
(0.7)
%
change
8.2
(24.5)
(7.3)
11.7
21.0
(24.5)
(4.6)
(2.2)
–
–
–
–
–
–
–
–
(0.9)
(0.5)
Category
Resource
Reserve
Resource
Reserve
Resource
Reserve
Resource
Reserve
Resource
Reserve
Resource
Reserve
Resource
Reserve
Resource
Reserve
Resource
Reserve
1 Attributable reserves and resources based on the Group’s percentage ownership of its joint venture projects.
TOTAL RESOURCES: PRICE ASSUMPTION SENSITIVITY ANALYSIS (OPERATIONS)
The below table is based on internal calculations and has not been audited by the external third party consultant.
Resources
Measured
Indicated
Inferred
Total
Variation (%)
Reserves
Proven
Probable
Total
Variation (%)
US$1,200/Au oz & US$20/Ag oz
US$1,200/Au oz & US$17/Ag oz
Tonnes
8,900,825
9,384,134
13,920,487
32,205,447
–
5,450,005
6,178,260
11,628,265
–
Ag Eq (g/t)
614
541
400
500
–
Ag Eq (moz)
175,640,365
163,175,127
179,221,889
518,037,382
–
512
450
479
–
89,719,230
89,443,807
179,163,037
–
Tonnes
8,667,406
9,055,796
13,039,859
30,763,062
(4%)
5,157,545
5,810,036
10,967,581
(6%)
Ag Eq (g/t)
626
555
418
517
3%
Ag Eq (moz)
174,538,787
161,569,307
175,372,258
511,480,352
(1%)
522
461
490
2%
86,529,372
86,152,341
172,681,714
(4%)
124
Hochschild Mining plc Annual Report 2015
Further information
SHAREHOLDER INFORMATION
ANNUAL GENERAL MEETING (‘AGM’)
The AGM will be held at 8.30am on 20 May 2016 at the
offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ.
COMPANY WEBSITE
Hochschild Mining plc Interim and Annual Reports and
results announcements are available via the internet on our
website at www.hochschildmining.com. Shareholders can
also access the latest information about the Company and
press announcements as they are released, together with
details of future events and how to obtain further information.
REGISTRARS
The Registrars can be contacted as follows for information about
the AGM, shareholdings, dividends and to report changes in
personal details:
BY POST
Capita Asset Services, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU.
BY TELEPHONE
If calling from the UK: 0371 664 0300 (Calls charged at the
standard geographic rate and will vary by provider. Lines are
open 8.30am-5.30pm Mon to Fri).
If calling from overseas: +44 371 664 0300 (Calls charged at
the applicable international rate).
BY FAX
+44 (0)1484 601 512
INVESTOR RELATIONS
For investor enquiries please contact our Investor Relations
team by writing to the London Office address (see below),
by phone on 020 3714 9040 or via the website by visiting
the ‘Contact Us’ section.
FINANCIAL CALENDAR
Annual General Meeting
Half-yearly results announced
20 May 2016
August 2016
LONDON OFFICE AND REGISTERED OFFICE ADDRESS
23 Hanover Square
London
W1S 1JB
United Kingdom
COMPANY SECRETARY
R D Bhasin
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5
Forward looking statements
The constituent parts of this Annual Report, including those that make up the Directors’ Report, contain certain forward-looking statement,
including such statements within the meaning of Section 27A of the US Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. In particular, such forward looking statements may relate to matters such as the business, strategy,
investments, production, major projects and their contribution to expected production and other plans of Hochschild Mining plc and its
current goals, assumptions and expectations relating to its future financial condition, performance and results.
Forward-looking statements include, without limitation, statements typically containing words such as “intends”, “expects”, “anticipates”,
“targets”, “plans”, “estimates” and words of similar import. By their nature, forward looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that will or may occur in the future. Actual results, performance or achievements of
Hochschild Mining plc may be materially different from any future results, performance or achievements expressed or implied by such
forward looking statements. Factors that could cause or contribute to differences between the actual results, performance or achievements
of Hochschild Mining plc and current expectations include, but are not limited to, legislative, fiscal and regulatory developments, competitive
conditions, technological developments, exchange rate fluctuations and general economic conditions. Past performance is no guide to future
performance and persons needing advice should consult an independent financial adviser.
The forward looking statements reflect knowledge and information available at the date of preparation of this Annual Report. Except
as required by the Listing Rules and applicable law, Hochschild Mining plc does not undertake any obligation to update or change any
forward looking statements to reflect events occurring after the date of this announcement. Nothing in this Annual Report should be
construed as a profit forecast.
www.hochschildmining.com
125
www.hochschildmining.com
125
HOCHSCHILD MINING PLC
23 Hanover Square
London W1S 1JB
United Kingdom
Tel: +44 (0) 203 714 9040
Fax: +44 (0) 203 714 9041
info@hocplc.com
www.hochschildmining.com