ЕВРАЗ. Годовой отчет за 2021 год - часть 9

 

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ЕВРАЗ. Годовой отчет за 2021 год - часть 9

 

 

Meet EVRAZ
EVRAZ in figures
Strategic report
CORPORATE GOVERNANCE
Financial statements
Additional information
ANNUAL REPORT & ACCOUNTS 2021
ARTICLES OF ASSOCIATION
TRANSFER OF SHARES
The Company’s Articles of Association
Changes made to the previous Articles of
The Articles of Association may only
were adopted at a General Meeting held
Association of the Company (adopted in
be amended by a special resolution
The Company’s Articles stipulate that
concerned until the name of the transferee
The directors may refuse to register
on 11 January 2022 and contain, among
June 2012) include amendments allowing
at a general meeting of the shareholders.
transfers of certificated shares must
is entered in the Register of Members
an allotment or transfer of shares in favour
other things, provisions on the rights
the Company to make a dividend payment
be effected in writing and duly signed
with respect to said shares. Transfers
of more than four persons jointly.
and obligations attached to the Company’s
in specie and, if appropriate, hold a hybrid
by or on behalf of the transferor and,
of uncertificated shares may be effected
shares, including redeemable non-voting
annual general meeting.
except in the case of fully paid shares, by or
by means of CREST unless the CREST
preference shares and subscriber shares.
on behalf of the transferee. The transferor
Regulations provide otherwise.
shall remain the holder of the shares
SHARE RIGHTS
AUDIT INFORMATION
Without prejudice to any rights
or, if the Company passes a resolution,
determine the terms, conditions
attached to any existing shares,
the directors. The Company may also
and manner of redemption for any such
the Company may issue shares with rights
issue shares that are, or are liable to be,
shares.
Each of the directors who were members
aware of any relevant audit information
The EVRAZ Directors’ Report has been
or restrictions as determined by either
redeemed at the option of the Company
of the Board as of the date of the approval
and to establish that the Company’s
prepared in accordance with applicable
the Company by an ordinary resolution
or the holder, and the directors may
of this report confirms that:
auditors are aware of the information.
UK company law and was approved
by the Board on 24 February 2022.
As far as he/she is aware, there is no
This confirmation is given and should
relevant audit information of which
be interpreted in accordance
the Company’s auditors are unaware.
with the provisions of section 418
VOTING RIGHTS
of the Companies Act 2006.
He/she has taken all the reasonable
steps that he/she ought to have taken
By the order of the Board
There are no other restrictions on voting
At a general meeting, subject to any special
the directors decide otherwise, no member
as a director to make himself/herself
rights or transfers of shares in the Articles
rights or restrictions attached to any class
shall be entitled to vote either in person
Aleksey Ivanov
other than those described in these
of shares on a poll, each member present
or by proxy or to exercise any other right
Chief Executive Officer
paragraphs.
in person or by proxy has one vote
in relation to general meetings if any sum
EVRAZ plc
for every share that he/she holds.
that he/she owes the Company in respect
Details of deadlines for exercising voting
of that share remains unpaid.
24 February 2022
rights and proxy appointment will be set
A proxy is not entitled to vote in cases
out in the notice of the 2022 AGM.
where the member who appointed
The trustee of the Company’s Employee
the proxy would not have been entitled
Share Trust is entitled, under the terms
to vote on the resolution had he or
of the trust deed, to vote as it sees fit
she been present in person. Unless
with respect to the shares held in trust.
160
161
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Strategic report
CORPORATE GOVERNANCE
Financial statements
Additional information
ANNUAL REPORT & ACCOUNTS 2021
DIRECTOR'S
RESPONSIBILITY
STATEMENT
Responsibility Statement
Statement Under the UK
have elected to prepare the financial
Select suitable accounting policies
have been followed in conformity
The directors are also responsible
under the Disclosure Guidance
Corporate Governance Code
statements of the Group and parent
in accordance with IAS8 (Accounting
with the requirements of the Companies
for preparing the Strategic Report,
and Transparency Rules
company in accordance with UK-adopted
Policies, Changes in Accounting
Act 2006, subject to any material
the Directors’ Report, the Directors’
The Board considers that the report
international accounting standards.
Estimates and Errors) and then apply
departures disclosed and explained
Remuneration Report and the Corporate
Each of the directors whose names
and accounts taken as a whole, which
them consistently;
in the financial statements; and
Governance Report in accordance
and functions are listed on pages 104-108
incorporates the Strategic Report
Under the Companies Act 2006,
Present information, including
with the Companies Act 2006
Prepare the financial statements
confirm that to the best of his/her
and Directors’ Report, is fair, balanced
the directors must not approve the financial
accounting policies, in a manner that
on a going concern basis unless
and applicable regulations, including
knowledge:
and understandable, and that it provides
statements of the Group and parent
provides relevant, reliable, comparable
it is appropriate to presume that
the requirements of the Listing
The consolidated financial statements
the information necessary for shareholders
company unless they are satisfied that
and understandable information;
the company and/or the Group will not
Rules and the Disclosure Guidance
of EVRAZ plc, prepared in accordance
to assess the Company’s performance,
they give a true and fair view of the state
Make judgements and estimates that
continue in business.
and Transparency Rules of the United
with UK-adopted international
business model and strategy.
of affairs of the Group and parent company
are reasonable;
Kingdom Listing Authority. Legislation
accounting standards give a true
and of the profit or loss of the Group
Provide additional disclosures
The directors are responsible for keeping
in the United Kingdom governing
and fair view of the Company’s assets,
and parent company for said period.
when compliance with the specific
adequate accounting records that
the preparation and dissemination
liabilities, financial position and profit
Statement of Directors’
requirements in IFRS is insufficient
are sufficient to show and explain
of financial statements may differ from
and the undertakings included
Responsibilities in Relation
Under the Financial Conduct Authority’s
to enable users to understand the impact
the transactions of the Group and parent
legislation in other jurisdictions.
in the consolidation taken as a whole
to the Annual Report
Disclosure Guidance and Transparency
of particular transactions, other events
company and disclose with reasonable
(the “Group”); and
and Financial Statements
Rules, the Group’s financial statements
and conditions on the financial position
accuracy at any time the financial
must be prepared in accordance
and financial performance of the Group
position of the Group and parent
The Annual Report and Accounts,
including the Strategic Report, include
The directors are responsible for preparing
with UK-adopted international accounting
and the parent company;
company and enable them to ensure
a fair review of the development
the Annual Report and the financial
standards (UK-adopted IFRS).
With respect to the Group’s financial
that the financial statements comply
By the order of the Board
and performance of the business
statements of the Group and parent
statements, state whether UK-adopted
with the Companies Act 2006.
and the position of the Company
company in accordance with applicable
In preparing each of the financial
international accounting standards have
Aleksey Ivanov
and the Group, together
United Kingdom law and regulations.
statements of the Group and parent
been followed, subject to any material
They are also responsible for safeguarding
Chief Executive Officer
with a description of the principal risks
Company law requires the directors
company, the directors are required to:
departures disclosed and explained
the assets of the Group and parent
EVRAZ plc
and uncertainties that they face.
to prepare the financial statements
in the financial statements;
company and hence for taking reasonable
Fairly present the financial position,
of the Group and parent company for each
financial performance and cash flows
With respect to the parent company’s
steps to prevent and detect fraud and other
24 February 2022
financial year. Under that law, the directors
of the Group and parent company;
financial statements, state whether
irregularities.
international accounting standards
162
163
ANNUAL REPORT & ACCOUNTS 2021
Financial statements
CONTENTS
Independent auditor’s report
to the members of EVRAZ PLC
166
Consolidated Financial Statements
180
Consolidated Statement of Operations
180
Consolidated Statement of Comprehensive Income
181
Consolidated Statement of Financial Position
182
Consolidated Statement of Cash Flows
183
Consolidated Statement of Changes in Equity
185
Notes to the Consolidated Financial Statements
188
Corporate Information
188
Significant Accounting Policies
188
Segment Information
202
SOLID
Changes in the Composition of the Group
209
Goodwill
210
Impairment of Non-Financial Assets
211
Income and Expenses
214
Income Taxes
216
Property, Plant and Equipment
220
Intangible Assets Other Than Goodwill
223
Investments in Joint Ventures and Associates
224
Disposal Groups Held for Sale
225
Discontinued Operations
227
Other Non-Current Assets
231
Inventories
231
RESULTS
Trade and Other Receivables
231
Related Party Disclosures
232
Other Taxes Recoverable
233
Cash and Cash Equivalents
233
Equity
234
FOR A BETTER
Share-Based Payments
235
Loans and Borrowings
236
Employee Benefits
239
Provisions
246
Lease and Other Long-Term Liabilities
247
Trade and Other Payables
249
Other Taxes and Duties Payable
249
FUTURE
Financial Risk Management
Objectives and Policies
250
Non-Cash Transactions
256
Commitments and Contingencies
256
Auditor’s Remuneration
258
Material Partly-Owned Subsidiaries
258
Subsequent Events
261
List of Subsidiaries and Other Significant
Holdings
262
Supplementary Financial Information on Demerger
268
Separate Financial Statements
270
Separate Statement of Comprehensive Income
270
Separate Statement of Financial Position
271
Separate Statement of Cash Flows
272
Separate Statement of Changes in Equity
273
EVRAZ plc Notes to the separate
financial statements
274
164
165
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FINANCIAL STATEMENTS
Additional information
ANNUAL REPORT & ACCOUNTS 2021
INDEPENDENT AUDITOR’S
CONCLUSIONS RELATING TO GOING CONCERN
REPORT TO THE
In auditing the financial statements, we have
preparation of the financial statements is
company’s ability to continue to adopt the
MEMBERS OF EVRAZ PLC
concluded that the directors’ use of the
appropriate. Our evaluation of the directors’
going concern basis of accounting included
going concern basis of accounting in the
assessment of the group and parent
the procedures below:
OPINION
Going concern
We gained an understanding of the approach taken by management to assess going concern, to model cash flows
modelling
and to measure covenants over the forecast period.
In our opinion:
affairs as at 31 December 2021 and of
the financial statements have been
We agreed the starting cash position to our audit work and tested the mathematical integrity of this modelling.
EVRAZ plc’s group financial statements
the Group’s and the Parent company’s
prepared in accordance with the
Commodity prices
and parent company financial
profit for the year then ended;
requirements of the Companies Act
With assistance from our valuation specialists we compared management’s forecast prices for steel, iron ore and
coal to recent externally sourced information, including analyst expectations.
statements (the “financial statements”)
2006.
the financial statements have been
give a true and fair view of the state of
properly prepared in accordance with
Sales volumes
We confirmed the consistency of sales volumes to the forecasts that we have audited as part of our work on
impairment (see below).
the group’s and of the parent company’s
UK adopted international accounting
standards; and
Financing
We agreed the terms of financing arrangements modelled to contractual terms and our audit work on related
arrangements and
facilities, including related covenants.
covenants
We have audited the financial statements of EVRAZ plc (the ‘parent company’) and its
We confirmed that no new financing that is currently un-committed is assumed in the forecasts.
subsidiaries (the ‘group’) for the year ended 31 December 2021 which comprise:
Base case and
We evaluated the pessimistic scenario testing performed by management, noting that the assessment is more
pessimistic case
sensitive to a reduction in liquidity than remaining in compliance with covenants.
We noted that this pessimistic scenario reduced liquidity to minimal operating levels towards the end of the
GROUP
PARENT COMPANY
assessment period to 30 June 2023, principally as a result of the repayment of $750m of bonds maturing in March
2023. This scenario does not assume any mitigating actions and does not take account of actual results in January
Consolidated statement of operations
Separate statement of comprehensive income
and February 2022 which are expected to be significantly stronger than the pessimistic scenario. This pessimistic
scenario was effectively a reverse stress test.
Consolidated statement of comprehensive
Separate statement of financial position
income
We evaluated potential mitigating actions identified by management and whether these were realistic and within
management’s control were a significant and sustained reduction in prices to occur.
Consolidated statement of financial position Separate statement of cash flows
To further challenge the resilience of liquidity to a reduction in prices below the lower end of market expectations,
we modelled a further scenario which assumed certain mitigations under management’s control are actioned. We
Consolidated statement of cash flows
Separate statement of changes in equity
then assessed how much further prices could fall over the going concern period under this revised scenario.
We considered how climate change related risks could impact management’s assessment of going concern.
Consolidated statement of changes in equity Related notes 1 to 11 to the financial statements including a summary of significant
accounting policies
Severe business
In the context of the worsening situation with respect to Ukraine, we challenged management and the directors
interruption scenario
as to how potential actions by international governments could impact EVRAZ’s business, including on operations,
Related notes 1 to 34 to the financial
exports and its ability to service debt.
statements, including a summary of
We assessed the extent of downside reflected in the resulting scenario against the effects of Russian exports
significant accounting policies
outside the CIS being reduced to nil in conjunction with absorbing further downside as a result of other factors.
We evaluated the additional mitigations identified and determined by management to be in their control for
reasonableness..
The financial reporting framework that has been applied in their preparation is applicable
law and UK adopted international accounting standards.
Other considerations
We considered the appropriateness of the period of management’s going concern assessment, being to 30 June
2023.
BASIS FOR OPINION
We assessed whether management had appropriately considered the potential impacts of COVID-19 on the
forecasts and related disclosures.
We evaluated whether there were any events expected to occur beyond the assessment period that should impact
We conducted our audit in accordance
are further described in the Auditor’s
believe that the audit evidence we have
conclusions relating to going concern.
with International Standards on Auditing
responsibilities for the audit of the financial
obtained is sufficient and appropriate to
Disclosures
We assessed the appropriateness of disclosures in the financial statements and elsewhere in the Annual Report,
(UK) (ISAs (UK)) and applicable law. Our
statements section of our report. We
provide a basis for our opinion.
including whether management had disclosed its considerations of the potential effect of climate change risks on
responsibilities under those standards
going concern.
INDEPENDENCE
In forming our conclusion, we considered
of mitigating actions that could be deployed
Based on the work we have performed, we
the uncertainties as a result of potential
were such a scenario to arise. In addition, this
have not identified material uncertainties
We are independent of the group and
applied to listed public interest entities,
The non-audit services prohibited by the
responses by international governments to the
scenario does not reflect any new financing
relating to events or conditions that,
parent in accordance with the ethical
and we have fulfilled our other ethical
FRC’s Ethical Standard were not provided to
worsening situation with respect to Ukraine.
being raised over the going concern period.
individually or collectively, may cast
requirements that are relevant to our audit
responsibilities in accordance with these
the group or the parent company and we
We noted that the Group has considered the
These mitigations would also be relevant in
significant doubt on the group and parent
of the financial statements in the UK,
requirements.
remain independent of the group and the
effects of a severe and sustained business
a scenario where prices were to fall over a
company’s ability to continue as a going
including the FRC’s Ethical Standard as
parent company in conducting the audit.
interruption and has also identified a range
sustained period.
concern for a period of 16 months from the
166
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FINANCIAL STATEMENTS
Additional information
ANNUAL REPORT & ACCOUNTS 2021
date the financial statements are authorised
applied the UK Corporate Governance
Our responsibilities and the responsibilities
scope components”), we performed audit
For 8 further components the primary team
breakdown of the size of these components
for issue, being management’s going
Code, we have nothing material to add or
of the directors with respect to going
procedures on specific accounts within
performed procedures directly focussing on
compared to key metrics of the Group is
concern assessment period. Going concern
draw attention to in relation to the directors’
concern are described in the relevant
that component that we considered had
specific areas of identified risk (“specified
provided below.
has been determined to be a key audit
statement in the financial statements
sections of this report. However, because
the potential for the greatest impact on
procedures components”). The specified
matter in the current year.
about whether the directors considered it
not all future events or conditions can be
the significant accounts in the financial
procedure components contributed 26%
Of the remaining 31 components none
appropriate to adopt the going concern
predicted, this statement is not a guarantee
statements either because of the size of
(2020: 1%) of the Group EBITDA, 11% (2020:
represented more than 1% of the group’s
In relation to the group and parent
basis of accounting.
as to the group’s ability to continue as a
these accounts or their risk profile. The
9%) of the Group’s revenue and 8% (2020:
EBITDA either individually or in aggregate.
company’s reporting on how they have
going concern.
nine reporting components where we
1%) of the Group’s total assets.
For these components, we performed other
performed full or specific scope procedures
procedures, including analytical review,
accounted for 73% (2020: 76%) of the
In 2020 an additional 18% of EBITDA, 1% of
review of the findings of Internal Audit
group’s EBITDA, 85% (2020: 87%) of the
revenue and 3% of total assets was covered
during the year and testing of consolidation
group’s revenue and 92% (2020: 86%) of the
by review scope locations (in the current
journals, eliminations and foreign currency
OVERVIEW OF OUR AUDIT APPROACH
group’s total assets.
year these components are specified
translation effects to respond to any
procedures).
potential risks of material misstatement to
For the current year, the full scope
the Group financial statements.
Audit scope
We performed an audit of the complete financial information of seven components, audit procedures on
components contributed 60% (2020: 68%)
The audit scope of these components may
specific balances for a further two components, specified procedures on seven components and review
of the group’s EBITDA, 85% (2020: 86%) of
not have included testing of all significant
The charts below illustrate the coverage
procedures on one component.
the group’s revenue and 87% (2020: 80%)
accounts of the component but will have
obtained from the work performed by our
The nine reporting components where we performed full or specific audit procedures accounted for 73% of
of the group’s total assets.
contributed to the coverage of significant
audit teams.
the Group’s EBITDA, 85% of the Group’s revenue and 92% of Total assets (with 60%, 85% and 87% respectively
represented by the seven full scope components and 13%, 1% and 5% respectively by the two specific scope
accounts tested for the Group. A further
components).
The eight reporting components where we performed specified procedures accounted for 27% of the Group’s
EBITDA, 11% of the Group’s revenue and 8% of Total assets.
EBITDA
Revenue
Total assets
Key audit matters
Recoverability of goodwill and other non-current assets
8%
Demerger of Raspadskaya coal business
14%
5%
Investment impairment considerations and related potential impact on distributable reserves (Parent company
27%
only)
1%
Materiality
Group materiality of $150 million (2020: $66 million), which represents approximately 3% (2020: 3%) of
EBITDA.
13%
60%
85%
87%
AN OVERVIEW OF THE SCOPE OF THE PARENT
COMPANY AND GROUP AUDITS
Tailoring the scope
In assessing the risk of material
of estimation processes and significant risk
Full scope components
Full scope components
Full scope components
Specific scope components
Specific scope components
Specific scope components
misstatement to the Group financial
areas. We have tailored our audit response
Other procedures
Other procedures
Other procedures
Our assessment of audit risk, our evaluation
statements, and to ensure we had adequate
accordingly and thus for the majority of
of materiality and our allocation of
quantitative coverage of significant
our focus areas, audit procedures were
performance materiality determine our
accounts in the financial statements, of the
undertaken directly by the Group audit
audit scope for each company within the
48 reporting components of the Group, we
team with testing undertaken by the
Changes from the prior year
both the UK and Russia who work together
Of the seven full scope components,
Group. Taken together, this enables us
selected 17 components covering entities
component audit teams on the verification
as an integrated primary and group team
audit procedures were performed on one
to form an opinion on the consolidated
in Russia, USA, Canada, UK, Switzerland,
of operational data and other routine
There have not been significant changes to
throughout the audit process (collectively
component directly by the primary audit
financial statements. We take into
Czech Republic and Luxembourg which
processes.
the scoping of the group’s components in
the Primary Team).
team with procedures on others performed
account the size and risk profile of each
represent the principal business units within
the current year.
by component audit teams. Of the two
component, the organisation of the group
the Group.
Of the 17 components selected, we
The approach to involvement in component
specific scope components the primary
and effectiveness of group-wide controls,
performed an audit of the complete
teams is established by the senior statutory
team performed audit procedures on one
changes in the business environment and
The EVRAZ Group has centralised
financial information of 7 components (“full
auditor. In establishing our overall approach
of these components. Where the work
any other relevant factors when assessing
processes and controls over the key areas
scope components”) which were selected
Involvement with component
to the Group audit, we determined the
was performed by component auditors,
the level of work to be performed at each
of our audit focus with responsibility lying
based on their size or risk characteristics.
teams
type of work that needed to be undertaken
we determined the appropriate level of
component of the group.
with Group management for the majority
For a further 2 components (“specific
at each of the components by us, as
involvement to enable us to determine
The senior statutory auditor is based in
the primary audit engagement team, or
that sufficient audit evidence had been
the UK, but, since group management
by component auditors from other EY
obtained as a basis for our opinion on the
and many operations reside in Russia, the
global network firms operating under our
group as a whole.
group audit team includes members from
instruction.
168
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FINANCIAL STATEMENTS
Additional information
ANNUAL REPORT & ACCOUNTS 2021
The audit, including involvement with
component teams and local management
As explained in the discussion of significant
component teams, was planned in order
via video calls to discuss the audit
accounting judgments and estimates
KEY AUDIT MATTERS
to respond to uncertainties and restrictions
procedures performed and results of the
at note 2 of the consolidated financial
around physical travel as a result of
audit.
statements governmental and societal
the COVID-19 pandemic. We agreed a
responses to climate change risks are still
Key audit matters are those matters that,
due to fraud) that we identified. These
the context of our audit of the financial
timetable with management to provide
In addition, the Primary Team had direct
developing, and are interdependent upon
in our professional judgment, were of most
matters included those which had the
statements as a whole, and in our opinion
sufficient time for our procedures to be
responsibility for the majority of work on
each other, and consequently financial
significance in our audit of the financial
greatest effect on the overall audit strategy,
thereon, and we do not provide a separate
completed remotely. In instances where
the Key Audit Matters discussed below,
statements cannot capture all possible
statements of the current period and
the allocation of resources in the audit and
opinion on these matters.
physical access to sites was expected to
including impairment considerations
future outcomes as these are not yet
include the most significant assessed risks
directing the efforts of the engagement
be restricted, we planned and conducted
for CGUs in North America which
known. The degree of certainty of these
of material misstatement (whether or not
team. These matters were addressed in
inventory counts remotely using mobile
were considered at heightened risk of
changes may also mean that they cannot
video technology.
impairment, considerations relating to the
be taken into account when determining
demerger of the coal business, and the
asset and liability valuations and the timing
RECOVERABILITY OF GOODWILL AND OTHER NON-CURRENT ASSETS
In lieu of the number of physical visits
recoverability of the parent company’s
of future cash flows under the requirements
and meetings that we would normally
investments in subsidiaries.
of UK adopted international accounting
At 31 December 2021 the carrying value of goodwill was $457 million (2020: $457 million) and the carrying value of property, plant
and equipment (PP&E) was $3,169 million (2020: $4,315 million). In the current year the Group did not recognise any impairment of
expect to do in performing oversight,
standards. Significant judgements and
goodwill (2020: $148 million) but recognised impairment of $22 million in respect of individual items of PP&E (2020: $162 million).
the Primary Team, including the Senior
These procedures, together with the
estimates relating to climate change have
We consider that estimating the recoverable value of the Group’s non-current assets requires significant estimation around a number
Statutory Auditor, increased the frequency
additional procedures performed at a
been described in note 2 and related
of assumptions, including future volumes, prices, and the discount rate applied. We particularly focus our audit effort on cash
of interaction with component teams
group level, gave us appropriate evidence
sensitivity disclosures included in note 6,
generating units (CGUs) which have limited headroom, particularly a number of those in North America.
throughout the audit cycle. These
for our opinion on the group financial
Impairment of non-current assets in the
Consideration is also required under IAS 36 Impairment of Assets whether a reasonably possible change in assumptions could lead
to an impairment. Where this is the case the disclosure of sensitivities is appropriate. Such assumptions include the effects of climate
interactions were principally via video
statements.
consolidated financial statements of the
change on the recoverable value of the Group’s non-current assets.
meetings and took place throughout the
impact of reasonably possible changes in
Despite the strengthening of prices in 2021, given the limited historic headroom in a number of the Group’s CGUs, we consider that
audit process. These interactions involved
key assumptions.
the risk of impairment remains broadly consistent with the prior year, particularly for CGUs in North America.
discussing the audit approach with
Refer to the Audit Committee report on page 126, the estimates and judgements disclosed in note 2 and note 6, Impairment of non-
component teams and any issues arising
Climate change
Our audit effort in considering climate
current assets in the Consolidated Financial Statements.
from the audit and conclusions reached on
change was focused on ensuring that the
Our audit response to the risk
all significant matters. In addition, using
There has been increasing interest from
effects of material climate risks disclosed
Our audit procedures on CGUs in North America were performed mainly by the Group audit team with assistance from EY valuation
EY’s audit software, the Primary Team
stakeholders as to how climate change will
on pages 86 to 95 have been appropriately
specialists and input from our component teams on specific assumptions. Audit procedures on CGUs outside of North America were
directly accessed the audit working papers
impact EVRAZ. The group has determined
considered in estimating the recoverable
performed by component teams with assistance from EY valuation specialists under instruction from the Group team.
of component teams, remotely reviewing all
that the most significant future impacts
value of non-current assets and/or
areas significant to the audit and retaining
from climate change on its operations
associated disclosures where values are
Indicators of impairment
We assessed the completeness of management’s assessment of indicators of impairment for CGUs that
were not already being tested for impairment as a result of carrying goodwill.
copies of more important workpapers.
will be around decarbonisation including
determined through modelling future
Observations and questions arising from
potential carbon taxes in Russia and
cash flows. Details of our procedures
Valuation methodology
We gained an understanding of the methodology applied in estimating the recoverable value of each
adopted
CGU tested for impairment, assessing this against usual industry practice, including where terminal
this review were then discussed and
investment to reduce emissions and
and findings with respect to impairment
values had been applied.
resolved with the component team auditor.
improve energy efficiency. These are
are included in our key audit matters
With assistance from EY valuation specialists we tested the integrity of the cash-flow models for
explained on pages 284-287 in the
below. We also challenged the Directors’
mechanical and mathematical accuracy.
The Senior Statutory Auditor was able
required Task Force for Climate related
considerations of climate change in their
Key assumptions
With assistance from EY valuation specialists we assessed management’s forecasts of future sales
to make a site visit in January 2022 to
Financial Disclosures and on pages
assessment of going concern and viability
applied- volumes
volumes.
Russia, spending time both in Moscow and
86 to 95 in the principal risks and
and associated disclosures.
Where available we developed expectations of the total market in which respective CGUs operate
visiting the EVRAZ NTMK plant with senior
uncertainties, which form part of the “Other
using external analyst and industry data and by using statistical analysis where market size was
members of management and a number
information,” rather than the audited
Whilst the group has stated its commitment
identified as being correlated to external indicators (most significantly the tubular businesses to oil and
of the Independent non-executives. He
financial statements. Our procedures on
to the aspirations of the Paris Pledges
gas prices).
also met with component teams and other
these disclosures therefore consisted solely
by 2050, the group is currently unable to
We assessed management’s expected market share against historic data and indicators of changes in
respective markets.
members of the integrated Primary Team
of considering whether they are materially
determine the full future economic impact
We evaluated the consistency of mine production forecasts with the independent assessments of
to discuss findings arising from their work
inconsistent with the financial statements
on their business model, operational plans
proved and probable mineral reserves performed by IMC Montan Group LLC. We assessed the
including discussing the approach for, and
or our knowledge obtained in the course
and customers to achieve this and therefore
competence, capabilities and objectivity of IMC Montan as a specialist engaged by management.
results arising from, impairment testing
of the audit or otherwise appear to be
as set out above the potential impacts are
We challenged management if its assumptions were not within the range identified by EY, most
on CGUs in Russia. Due to restrictions in
materially misstated.
not fully incorporated in these financial
significantly the forecast size of the market for the OCTG CGU.
travelling to North America, the Senior
statements.
Key assumptions applied-
With assistance from EY valuation specialists we have evaluated management’s assumptions for future
Statutory Auditor joined meetings with the
prices or EBITDA/tonne
prices of steel, iron ore, coal and ferrovanadium. We developed an expected range of future prices
using external analyst and industry data.
Where appropiate we performed analysis on the future forecast EBITDA/tonne applied by
management, including the use of statistical methods to set expectations based on factors including
forecast sales volumes in relevant markets.
We challenged management if its assumptions were not within the range identified by EY.
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Corporate governance
FINANCIAL STATEMENTS
Additional information
ANNUAL REPORT & ACCOUNTS 2021
Our audit response to the risk
RECOVERABILITY OF GOODWILL AND OTHER NON-CURRENT ASSETS
Our audit procedures on this judgment were performed by the Group audit team.
Key assumptions
With assistance from EY valuation specialists we performed an independent calculation of the discount
Evidence of the distribution
We monitored the progress of the proposed transaction throughout 2021, including attending regular
applied- other
rate expected to be applicable to each CGU tested for impairment.
being highly probable as at
meetings of the Group’s external advisors for this transaction.
We assessed management’s assumptions with respect to the modelling of the future impacts of
31 December 2021
legislation in North America around anti-dumping duties and Section 232 tariffs with assistance from
We evaluated management’s conclusion that the principal event in early 2022 that would be expected
to determine the success of the transaction was the shareholder vote at an EGM scheduled for early
our component team.
January 2022. Also that the subsequent UK court approval of the reduction in share capital required
Climate change
We made enquiries of management as to its assessment of whether climate change risks impact
ahead of the transaction did not create significant additional uncertainty.
considerations
the modelled recoverable value of the Group’s CGUs. This was done with reference to the Group’s
We confirmed the level of shareholder vote at the EGM that was procedurally required to approve the
assessment of the risks of climate change, commitments made around climate change initiatives and
transaction.
the analysis performed by the Group to date of the potential impact of such initiatives, including on
We critically assessed whether management’s judgment only considered information available as at
potential future investment.
31 December 2021 and not the actual outcome of the EGM in January 2022. In doing so, we joined
We challenged the extent of discussion of climate change with respect to key estimates around
a meeting of the Audit Committee and management on 31 December 2021 to assess the evidence
impairment testing in the financial statements.
available as at that date.
Where the financial impacts of climate related risks and related initiatives are either yet to be
We obtained analysis provided by Georgeson to management in December 2021 around its
determined and/or not reflected in management’s estimates of recoverable value we challenged what
expectation of shareholder voting at the January EGM (as below).
sensitivities may be appropriate in the financial statements to demonstrate the reasonably possible
We assessed whether there was evidence that may be contrary to the Georgeson conclusions,
impact of these.
including consideration of past EVRAZ shareholder voting patterns and making enquiries around the
nature of shareholder reactions to the Project Gemini circular issued in mid-December 2021.
Additional considerations
We considered the historical accuracy of management’s budgets and forecasts against subsequent
relating to impairment
actual results.
We evidenced that proxy agencies had issued a positive recommendation for the transaction ahead of
31 December 2021.
testing
We considered the result of the actual vote in January 2022 to assess whether this provided any
Disclosures
We tested the appropriateness of the related disclosures provided in the Consolidated Financial
contrary evidence not previously identified.
Statements. In particular we ensured the adequacy of the disclosures regarding those CGUs with
We considered whether there may be bias in management’s conclusion that the transaction was highly
material goodwill balances and where a reasonably possible change in certain assumptions, including
probable as at 31 December 2021.
as a result of climate change risks, could lead to impairment charges.
Georgeson analysis
We met with Georgeson to gain an understanding of their analysis performed and the basis for their
Key observations communicated to the Audit Committee
conclusions as reported to management.
We conclude that the final estimates of recoverable value for each CGU tested for impairment are reasonable. These estimates
We gained an understanding of how Georgeson had considered the voting propensity of different
appropriately reflected amendments to assumptions following EY challenge as appropriate. We therefore agree with management’s
groups of EVRAZ shareholders in estimating its scenarios of potential voting behaviours.
conclusion that no impairment at the CGU level has arisen in the year.
We assessed the competence, capabilities and objectivity of Georgeson as a specialist engaged by
management.
We consider that the disclosure of estimation uncertainty and reasonably possible changes to assumptions as sensitivities are
adequate. These include additional detail around accounting estimates and sensitivities relating to the potential future impacts of
We performed our own analysis to explore how significant a negative vote by shareholders other than
climate change risks following our challenge.
the main three shareholders of the Group would need to be to prevent shareholder approval, using
different levels of assumed attendance at the EGM.
Recoverable value of the
As an AHFD, we evaluated whether there was any indication that the market value of the coal business
DEMERGER OF RASPADSKAYA COAL BUSINESS
coal business
was below carrying value as at 31 December 2021, including with reference to the market capitalisation
of Raspadskaya at that date.
In January 2021, the Board of directors agreed to progress a possible demerger of the Raspadskaya coal business via a dividend in
specie. Preparation for this transaction has progressed during 2021.
Disclosures
We confirmed the appropriate classification of the coal business in the balance sheet as at 31
This is a material transaction for the Group and the accounting and disclosure for the coal business as at 31 December 2021 requires
December 2021, as well as being reflected as a discontinued operation, testing related reclassifications.
judgment based on the facts and circumstances at that date. Specifically, the timing of the classification of this business as an asset
We reviewed related disclosures in the financial statements, including around the judgment made by
held for distribution (AHFD) under IFRS 5 Non-current Assets Held for Sale and Discontinued Operations is dependent on the
management as at 31 December 2021 and discussion of progress in 2022 in the subsequent events note.
success of the transaction being concluded as highly probable ahead of the year end.
Key observations communicated to the Audit Committee
Once such a conclusion is reached, this designation materially impacts the presentation of the consolidated statement of financial
position, as well as being reported as a discontinued operation in the other primary statements. In addition, this also impacts the
We agreed with management’s conclusion that there was a reasonable basis to conclude that the transaction was highly probable as
at 31 December 2021.
presentation of the parent company’s investment in the coal business in the separate statement of financial position.
We agree that the coal business is carried at the lower of carrying value and market value as at 31 December 2021.
This is a new key audit matter in the current year.
We consider that the related presentation of the coal business, and related disclosures in the financial statements, are appropriate.
Refer to the Audit Committee report on page 126, the judgement disclosed in note 2 and note 13, Discontinued operations in the
Consolidated Financial Statements.
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FINANCIAL STATEMENTS
Additional information
ANNUAL REPORT & ACCOUNTS 2021
INVESTMENT IMPAIRMENT CONSIDERATIONS AND RELATED POTENTIAL IMPACT ON DISTRIBUTABLE RESERVES (PARENT
COMPANY ONLY)
OUR APPLICATION OF MATERIALITY
$15,057 million) are more sensitive to changes in recoverable value than the Group’s
Investments in subsidiaries ($13,994 million, 2020
underlying CGUs assets because certain investments were re-measured in 2019 as part of a group restructuring.
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the
In 2021 the Company’s investment in Raspadskaya ($1,468 million) has been transferred to an AHFD in line with the related key audit
matter above.
audit and in forming our audit opinion.
The principal driver of the recoverable amount of investments in subsidiaries is the estimated value of underlying CGUs held by the
Group’s subsidiaries. Refer to related considerations in the related key audit matter above.
Changes to assumptions could lead to material changes in estimated recoverable amounts, resulting in either impairment or reversals
MATERIALITY
PERFORMANCE MATERIALITY
REPORTING THRESHOLD
of impairment taken in prior years (2021 aggregate impairment reversal of $393 million, 2020 aggregate impairment of $76 million).
$150 MILLION
$75 MILLION
$7.5 MILLION
We consider that the risk associated with this key audit matter has remained consistent with the prior year.
Refer to note 3 of the Parent Company financial statements
Our audit response to the risk
Our audit procedures on this area were performed by the Group audit team with assistance of EY valuation specialists and using the
Materiality
before tax due to the historic volatility
materiality calculation as we considered
output from the impairment related key audit matter above.
of this latter metric. EBITDA is a key
that to be the most relevant performance
Valuation methodology
We determined materiality for the Group
performance indicator for the Group and
measure to the stakeholders of the entity.
We have assessed the methodology used by management to estimate the recoverable value of
applied
each investment for which an impairment test was performed to ensure that this is consistent with
to be $150 million (2020: $66 million), which
is also a key metric used by the Group
accounting standards.
is set at approximately 3.0% (2020: 3%) of
in the assessment of the performance
We determined materiality for the Parent
We have validated that relevant assets and liabilities of each investment have been appropriately
EBITDA.
of management. We also noted that
Company to be $14.3 million (2020: $19.1
included in the assessment of recoverable value, including the effects of intercompany balances.
market and analyst commentary on the
million), which we calculated as 1.5% (2020:
Key assumptions applied
Refer to the key audit matter above with respect to procedures performed relating to the recoverable
We have used an earnings-based measure
performance of the Group uses EBITDA
1.5%) of Equity adjusted to exclude non-
value of individual CGUs tested for impairment.
as our basis of materiality. As in prior
as a key metric. We therefore, considered
distributable reserves which arose due to
Where a current year impairment test has not been performed on CGUs underlying investment we
years we considered that EBITDA is a more
EBITDA to be the most appropriate
the group restructuring in 2019.
have evaluated how the result of the most recent previous impairment test would be expected to
change in the period to December 2021. We particularly focussed on changes that could negatively
appropriate measure than Group profit
performance metric on which to base our
impact recoverable value.
We considered the potential impact of climate related risks on the recoverability of the Company’s
investments, in line with the considerations in the key audit matter above.
Where reference was made to the market capitalisation of Raspadskaya we confirmed this to share
Performance materiality
price as at 31 December 2021.
Key observations communicated to the Audit Committee
On the basis of our risk assessment,
We confirmed that our observations with respect to the recoverable amount of underlying CGUs are also relevant for the recoverable
together with our assessment of the
amount of investments in subsidiaries.
Group’s overall control environment, our
We agreed that there is no impairment of subsidiaries in the year and that the reversal of historic impairment in EVRAZ Group S.A
judgment was that given the number
was appropriate.
and monetary amounts of individual
misstatements (corrected and uncorrected)
identified in prior periods as well as
the nature of the misstatements, overall
The application of materiality at the
performance materiality for the Group
should be 50% (2020: 50%) of materiality,
individual account or balance level. It is set
In the prior year, our auditor’s report
to be utilised in the year and an increase to
As in prior years we continue to identify
namely $75 million (2020: $33 million).
at an amount to reduce to an appropriately
included key audit matters in relation to
our level of materiality. The latter remains
revenue recognition as a fraud risk for the
low level the probability that the
the Recoverability of deferred tax assets
an area of audit focus and our audit
audit. However, we do not consider this to
Audit work at component locations for the
aggregate of uncorrected and undetected
related to EVRAZ North America and the
procedures remain consistent with the prior
be a key audit matter as the majority of
purpose of obtaining audit coverage over
misstatements exceeds materiality.
Completeness of related party transactions.
year but it is not concluded to be a key
the Group’s sales transactions are routine
significant financial statement accounts is
Whilst the former remains an area of audit
audit matter given the lower extent of audit
and the above areas have a greater impact
undertaken based on a percentage of total
focus, we do not consider this to be a key
effort on this area compared to those items
on the allocation of senior resources in
performance materiality. The performance
audit matter as a result of a reduction in
above.
the audit and directing the efforts of the
materiality set for each component is
these deferred tax assets and these starting
engagement team.
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 $13.0 million to $42.3
million.
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FINANCIAL STATEMENTS
Additional information
ANNUAL REPORT & ACCOUNTS 2021
Reporting threshold
In the light of the knowledge and
adequate accounting records have not
certain disclosures of directors’
We agreed with the Audit Committee that
understanding of the Group and the Parent
been kept by the Parent Company, or
remuneration specified by law are not
we would report to the Committee all audit
Company and its environment obtained
returns adequate for our audit have not
made; or
differences in excess of $7.5 million (2020:
in the course of the audit, we have not
been received from branches not visited
we have not received all the information
$3.3 million), which is set at 5% of planning
identified material misstatements in the
by us; or
and explanations we require for our
materiality, as well as differences below
strategic report or the directors’ report.
audit.
the Parent Company financial
that threshold that, in our view, warranted
statements and the part of the Directors’
An amount below which identified
reporting on qualitative grounds.
We have nothing to report in respect of the
Remuneration Report to be audited are
misstatements are considered as
following matters in relation to which the
not in agreement with the accounting
being clearly trivial.
We evaluate any uncorrected misstatements
Companies Act 2006 requires us to report
records and returns; or
against both the quantitative measures of
to you if, in our opinion:
materiality discussed above and in light of
other relevant qualitative considerations in
forming our opinion.
CORPORATE GOVERNANCE STATEMENT
OTHER INFORMATION
We have reviewed the directors’ statement
Directors’ statement with regards to the
Directors’ statement on fair, balanced
in relation to going concern, longer-term
appropriateness of adopting the going
and understandable set out on
viability and that part of the Corporate
concern basis of accounting and any
page 162;
The other information comprises the
Our opinion on the financial statements
material inconsistencies or apparent
Governance Statement relating to the
material uncertainties identified set out
Board’s confirmation that it has
information included in the annual report
does not cover the other information and,
material misstatements, we are required
group and company’s compliance with
on page 163;
carried out a robust assessment of the
is set out on pages 1 to 163 including the
except to the extent otherwise explicitly
to determine whether this gives rise to
the provisions of the UK Corporate
emerging and principal risks set out on
Directors’ explanation as to its
Strategic report, Corporate Governance
stated in this report, we do not express any
a material misstatement in the financial
Governance Code specified for our review
assessment of the company’s prospects,
page 85;
sections (including Corporate governance
form of assurance conclusion thereon.
statements themselves If, based on the
by the Listing Rules.
the period this assessment covers and
The section of the annual report that
report, Remuneration report, Directors’
work we have performed, we conclude
why the period is appropriate set out on
describes the review of effectiveness of
Report and Directors’ Responsibility
Our responsibility is to read the other
that there is a material misstatement of
Based on the work undertaken as part of
page 97;
risk management and internal control
statement) and additional information
information and, in doing so, consider
the other information, we are required to
our audit, we have concluded that each of
systems set out on page 122; and;
Director’s statement on whether it has a
sections, other than the financial
whether the other information is materially
report that fact.
the following elements of the Corporate
reasonable expectation that the group
The section describing the work of the
statements and our auditor’s report
inconsistent with the financial statements
Governance Statement is materially
will be able to continue in operation and
audit committee set out on page 127.
thereon. The directors are responsible for
or our knowledge obtained in the course
We have nothing to report in this regard.
consistent with the financial statements or
meets its liabilities set out on page 97;
the other information contained within the
of the audit or otherwise appears to be
our knowledge obtained during the audit:
annual report.
materially misstated. If we identify such
RESPONSIBILITIES OF DIRECTORS
OPINIONS ON OTHER MATTERS PRESCRIBED BY THE
COMPANIES ACT 2006
As explained more fully in the directors’
statements that are free from material
as applicable, matters related to going
responsibilities statement set out on page
misstatement, whether due to fraud or
concern and using the going concern basis
In our opinion, the part of the directors’
162, the directors are responsible for the
error.
of accounting unless management either
the information given in the strategic
the strategic report and the directors’
remuneration report to be audited has
report and the directors’ report for the
report have been prepared in
preparation of the financial statements and
intends to liquidate the group or the parent
been properly prepared in accordance with
financial year for which the financial
accordance with applicable legal
for being satisfied that they give a true
In preparing the financial statements, the
company or to cease operations, or have
the Companies Act 2006.
statements are prepared is consistent
requirements. Matters on which we are
and fair view, and for such internal control
directors are responsible for assessing
no realistic alternative but to do so.
with the financial statements; and
required to report by exception
as the directors determine is necessary
the group and parent company’s ability to
In our opinion, based on the work
to enable the preparation of financial
continue as a going concern, disclosing,
undertaken in the course of the audit:
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FINANCIAL STATEMENTS
Additional information
ANNUAL REPORT & ACCOUNTS 2021
understand where it is considered there
Our procedures also included journal
procedures detailed in the previous
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE
was a susceptibility of fraud. We also
entry testing with a focus on manual
paragraph. We have considered the
considered performance targets and
journals.
effect on our audit procedures of
FINANCIAL STATEMENTS
their propensity to influence on efforts
Based on this understanding we
suspected non-compliance that have
made by management to manage
designed our audit procedures to
been reported to us by component
earnings. We considered the programs
identify non-compliance with such
teams or to the Audit Committee
Our objectives are to obtain reasonable
Reasonable assurance is a high level of
considered material if, individually or in
and controls that the Group has
laws and regulations. Our procedures
by management during the year,
assurance about whether the financial
assurance, but is not a guarantee that
the aggregate, they could reasonably
established to address risks identified, or
involved journal entry testing;
determining if and what incremental
statements as a whole are free from
an audit conducted in accordance with
be expected to influence the economic
that otherwise prevent, deter and detect
enquiries of legal counsel, internal
audit procedures may be required.
material misstatement, whether due to
ISAs (UK) will always detect a material
decisions of users taken on the basis of
fraud; and how senior management
audit, group management, component
fraud or error, and to issue an auditor’s
misstatement when it exists. Misstatements
these financial statements.
monitors those programs and controls.
management at all full and specific
A further description of our responsibilities
report that includes our opinion.
can arise from fraud or error and are
Where the risk was considered to be
scope components; and focused testing,
for the audit of the financial statements
higher, we performed incremental audit
including the procedures referred to in
is located on the Financial Reporting
procedures to address each identified
the key audit matters section above.
Council’s website at https://www.frc.org.uk/
fraud risk, including with respect to
auditorsresponsibilities. This description
Specific enquiries were made with the
revenue recognition, the recoverability
component teams to confirm any non-
forms part of our auditor’s report.
of goodwill and other non-current
compliance with laws and regulations
assets and investment impairment
and this was reported through their
considerations for the Parent Company.
audit deliverables based on the
Explanation as to what extent the audit was considered
capable of detecting irregularities, including fraud
OTHER MATTERS WE ARE REQUIRED TO ADDRESS
uninterrupted engagement including
Following the recommendation from the
The audit opinion is consistent with the
Audit Committee, we were appointed
previous renewals and reappointments is
additional report to the audit committee.
by the company in 2011 to audit the
eleven years, covering periods from our
financial statements for the year ended
initial appointment in 2011 through to
31 December 2011 and subsequent
the year ended 31 December 2021.
financial periods. The period of total
Irregularities, including fraud, are
in the financial statements are those
We understood how EVRAZ plc is
instances of non-compliance with laws
related to the reporting framework
complying with those frameworks by
and regulations. We design procedures
(UK adopted international accounting
making enquiries of management,
in line with our responsibilities, outlined
standards, the Companies act 2006
internal audit, those responsible for
USE OF OUR REPORT
above, to detect irregularities, including
and the UK Corporate Governance
legal and compliance procedures,
fraud. The risk of not detecting a material
Code), relevant tax, legal, environmental
the company secretary and the
misstatement due to fraud is higher than
and health and safety regulations in
Audit Committee. We corroborated
This report is made solely to the company’s
members those matters we are required
the company and the company’s members
the risk of not detecting one resulting
the jurisdictions in which the Group
our enquiries through our review of
members, as a body, in accordance with
to state to them in an auditor’s report and
as a body, for our audit work, for this
from error, as fraud may involve deliberate
operates, most significantly Russia, the
Board and Board Committee minutes
Chapter 3 of Part 16 of the Companies Act
for no other purpose. To the fullest extent
report, or for the opinions we have formed.
concealment by, for example, forgery
USA, Canada and the UK.
as well as papers presented to the
2006. Our audit work has been undertaken
permitted by law, we do not accept or
or intentional misrepresentations, or
We have considered the impact of
Audit Committee during the audit.
so that we might state to the company’s
assume responsibility to anyone other than
through collusion. The extent to which
the existing sanctions against Russia
We assessed legal and regulatory
our procedures are capable of detecting
on the Group’s operations, customer
frameworks by involvement of the
irregularities, including fraud is detailed
base and credit risk. Nothing has come
integrated Group and component team
below.
to our attention to suggest that the
members based in Russia and the USA.
operations or the liquidity of the group
We also considered the response by
However, the primary responsibility for the
have, to date, been adversely affected
management to instances of suspected
prevention and detection of fraud rests with
directly by sanctions other than the
non-compliance that have been
Daniel Trotman
both those charged with governance of the
negative impact on capital markets
reported to the Audit Committee during
(Senior statutory auditor)
company and management.
and the financing options available
the year.
London
to management. We have reviewed
We assessed the susceptibility of the
for and on behalf of Ernst &
We obtained an understanding of the
legal and regulatory frameworks that are
management’s ongoing assessment of
Group’s financial statements to material
Young LLP, Statutory Auditor
applicable to the Group and determined
the impact of current sanctions on the
misstatement, including how fraud might
that the most significant are which are
Group and external advice received by
occur by meeting with management
24 February 2022
directly relevant to specific assertions
the Group.
from various parts of the business to
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