2017-03-21 11:18:14 CET
2017-03-21 11:18:14 CET
REGULATED INFORMATION
Talvivaaran Kaivososakeyhtiö Oyj - Inside information
Talvivaara's Auditor's Report for the financial period 1 January - 31 December 2016
Stock Exchange Release
Talvivaara Mining Company Plc
21 March 2017
Talvivaara's Auditor's Report for the financial period 1 January - 31 December
2016
The Auditor's report for the year ended 31 December 2016 to the Annual General
Meeting of Talvivaara Mining Company Plc is the following:
The following document is an English translation of the Finnish auditor's
report.
Auditor's Report
To the Annual General Meeting of Talvivaara Mining Company Plc
Report on the Audit of the Financial Statements
Opinion
In our opinion the financial statements give a true and fair view of the group's
and the parent company's financial position and financial performance and cash
flows in accordance with International Financial Reporting Standards (IFRS) as
adopted by the EU and comply with statutory requirements.
What we have audited
We have audited the financial statements of Talvivaara Mining Company Plc
(business identity code 1847894-2, in Corporate Reorganisation Proceedings) for
the year ended 31 December 2016. The financial statements comprise the group's
and the parent company's balance sheet, income statement, statement of cash
flows, statement of changes in equity and notes, including a summary of
significant accounting policies.
Basis for Opinion
We conducted our audit in accordance with good auditing practice in Finland. Our
responsibilities under good auditing practice are further described in the
Auditor's Responsibilities for the Audit of the Financial Statements section of
our report.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Independence
We are independent of the parent company and of the group companies in
accordance with the ethical requirements that are applicable in Finland and are
relevant to our audit, and we have fulfilled our other ethical responsibilities
in accordance with these requirements.
Emphasis of Matter
We draw attention to note 2 in the financial statements, which describes the
basis of preparation of the financial statements on a non-going concern basis,
as well as the uncertainties relating to the Company's ability to revise its
reporting basis and to regain its status as a going concern and to note 6, which
illustrates the parent company's adjusted equity and liabilities if the
restructuring programme is confirmed. Our opinion is not qualified in respect of
this matter.
Our Audit Approach
Overview
Materiality
* Overall group materiality is € 0.1 million, which represents 1 % of other
operating income
Group scoping
* Group audit scope includes the parent company
Key audit matters
* Key audit matter:
* - Cash flow forecasting process
As part of designing our audit, we determined materiality and assessed the risks
of material misstatement in the financial statements. In particular, we
considered where management made subjective judgements; for example, in respect
of significant accounting estimates that involved making assumptions and
considering future events that are inherently uncertain.
Materiality
The scope of our audit was influenced by our application of materiality. An
audit is designed to obtain reasonable assurance whether the financial
statements are free from material misstatement. Misstatements may arise due to
fraud or error. They are considered material if individually or in aggregate,
they could reasonably be expected to influence the economic decisions of users
taken on the basis of the financial statements.
Based on our professional judgement, we determined certain quantitative
thresholds for materiality, including the overall group materiality for the
consolidated financial statements as set out in the table below. These, together
with qualitative considerations, helped us to determine the scope of our audit
and the nature, timing and extent of our audit procedures and to evaluate the
effect of misstatements on the financial statements as a whole.
+--------------------------------------+---------------------------------------+
|Overall group materiality |€ 0.1 million |
+--------------------------------------+---------------------------------------+
|How we determined it |1 % of other operating income |
+--------------------------------------+---------------------------------------+
|Rationale for the materiality|We chose other operating income as the|
|benchmark applied |benchmark because, in our view, in the|
| |absence of business operations and in|
| |the circumstances of the group, it|
| |represents relevant way to measure the|
| |performance of the group. We chose 1% |
| |which is within the range of acceptable|
| |quantitative materiality thresholds in|
| |auditing standards. |
+--------------------------------------+---------------------------------------+
How we tailored our group audit scope
We tailored the scope of our audit, taking into account the circumstances and
operations of the group.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of
most significance in our audit of the financial statements of the current
period. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters.
As in all of our audits, we also addressed the risk of management override of
internal controls, including among other matters consideration of whether there
was evidence of bias that represented a risk of material misstatement due to
fraud.
+--------------------------------------+---------------------------------------+
|Key audit matter in the audit of the|How our audit addressed the key audit|
|group and the parent company |matter |
| | |
+--------------------------------------+---------------------------------------+
|Cash flow forecasting process |We reviewed management's cash flow|
| |forecasting process and tested the key|
|Refer to the balance sheet and|assumptions as follows: |
|statement of cash flows | |
| |* We made inquiries with management on|
|As at 31 December 2016, the group's|their intention of funding and|
|cash and cash equivalents amounted to|financing new businesses. |
|€ 3.8 million. The parent company does| |
|not currently have any income|* We analysed management's monthly cash|
|generating business and is financing|flow forecasts and compared them with|
|its operations from its cash reserves.|the actuals. |
|If the necessary cash flow is not| |
|secured, the parent company may have|* We tested mathematical accuracy of|
|to file for bankruptcy. |the monthly cash flow forecasts. |
| | |
|Our audit procedures focused on the| |
|cash flow forecasting process, as| |
|accurate and timely cash forecasts are| |
|vital to the group's future. | |
+--------------------------------------+---------------------------------------+
Responsibilities of the Board of Directors and the Managing Director for the
Financial
Statements
The Board of Directors and the Managing Director are responsible for the
preparation of financial statements that give a true and fair view in accordance
with International Financial Reporting Standards (IFRS) as adopted by the EU and
comply with statutory requirements. The Board of Directors and the Managing
Director are also responsible for such internal control as they determine is
necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the Board of Directors and the Managing
Director are responsible for assessing the parent company's and the group's
ability to continue as going concern, disclosing, as applicable, matters
relating to going concern and using the going concern basis of accounting. The
financial statements are prepared using the going concern basis of accounting
unless there is an intention to liquidate the parent company or the group or
cease operations, or there is no realistic alternative but to do so. When the
financial statements are not prepared on a going concern basis, that fact shall
be disclosed in the financial statements, together with the basis on which the
financial statements have been prepared and the reason why the entity is not
regarded as going concern.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance on whether the financial
statements as a whole are free from material misstatement, whether due to fraud
or error, and to issue an auditor's report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with good auditing practice will always detect a
material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these financial
statements.
As part of an audit in accordance good auditing practice, we exercise
professional judgment and maintain professional skepticism throughout the audit.
We also:
* Identify and assess the risks of material misstatement of the financial
statements, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal
control.
* Obtain an understanding of internal control relevant to the audit in order
to design audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
parent company's or the group's internal control.
* Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made by
management.
* Conclude on the appropriateness of the Board of Directors' and the Managing
Director's use of the basis of accounting on which the financial statements
have been prepared.
* Evaluate the overall presentation, structure and content of the financial
statements, including the disclosures, and whether the financial statements
represent the underlying transactions and events so that the financial
statements give a true and fair view.
* Obtain sufficient appropriate audit evidence regarding the financial
information of the entities or business activities within the group to
express an opinion on the consolidated financial statements. We are
responsible for the direction, supervision and performance of the group
audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other
matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide those charged with governance with a statement that we have
complied with relevant ethical requirements regarding independence, and to
communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine
those matters that were of most significance in the audit of the financial
statements of the current period and are therefore the key audit matters. We
describe these matters in our auditor's report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communication.
Other Reporting Requirements
Other Information
The Board of Directors and the Managing Director are responsible for the other
information. The other information comprises information included in the report
of the Board of Directors.
Our opinion on the financial statements does not cover the other information.
In connection with our audit of the financial statements, our responsibility is
to read the information included in the report of the Board of Directors and, in
doing so, consider whether the information included in the report of the Board
of Directors is materially inconsistent with the financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially
misstated. Our responsibility also includes considering whether the report of
the Board of Directors has been prepared in accordance with the applicable laws
and regulations.
In our opinion, the information in the report of the Board of Directors is
consistent with the information in the information in the financial statements
and the report of the Board of Directors has been prepared in accordance with
the applicable laws and regulations.
If, based on the work we have performed, we conclude that there is a material
misstatement of the information included in the report of the Board of
Directors, we are required to report that fact. We have nothing to report in
this regard.
Other Matter
We also draw attention to the disclosure "Risk management and key risks" in the
report of the Board of Directors, which describes the parent company's near term
risk factors that relate to the continuance of the business operations.
Helsinki 21 March 2017
PricewaterhouseCoopers Oy
Authorised Public Accountants
Juha Wahlroos
Authorised Public Accountant (KHT)
Enquiries
Talvivaara Mining Company Plc Tel +358 20 712 9800
Pekka Perä, CEO
Pekka Erkinheimo, Deputy CEO
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