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- LOTOS Annual Report 2011 /
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- Financial data /
- Consolidated financial statements 2011 /
- Notes to the financial statements /
- 39. Related parties
39. Related parties
PAGE CONTENTS
- 39.1 Transactions with non-consolidated related parties
- 39.2 Entity with significant influence over the Group
- 39.3 Remuneration of the Management and the Supervisory Board members and information on loans and other similar benefits granted to members of the Parent’s management and supervisory staff
- 39.4 Remuneration paid or payable to other members of the key management staff
- 39.5 Other transactions with Members of the Company’s Management or Supervisory Boards, their spouses, siblings, ascendants, descendants or other close persons
- 39.6 Additional information on results of the LOTOS Group companies
39.1 Transactions with non-consolidated related parties
Transactions with related parties are executed on market terms.
Areas of transactions with related parties
PLN '000 |
Year ended Dec 31 2011 |
Year ended Dec 31 2010 |
---|---|---|
Companies accounted for using the proportional method | ||
Sales to related entities (incl. excise duty and fuel charge) | 6,579 | - |
Purchases from related entities (incl. excise duty and fuel charge) | 34,510 (1) | - |
Finance expenses under interest on loans | - | - |
Equity-accounted companies | ||
Sales to related entities (incl. excise duty and fuel charge) | - | - |
Purchases from related entities (incl. excise duty and fuel charge) | - | - |
Finance expenses under interest on loans | 15 | 15 |
(1) including purchase of crude oil.
PLN '000 | Dec 31 2011 | Dec 31 2010 |
---|---|---|
Companies accounted for using the proportional method | ||
Net receivables from related entities | 90 | - |
Payables to related entities | 6,823 | - |
Equity-accounted companies | ||
Net receivables from related entities | - | - |
Payables to related entities | - | 7,936 |
During the year ended December 31st 2010, the total value of loans advanced by related equity-accounted entities was PLN 7,921 thousand (or EUR 2,000 thousand).
39.2 Entity with significant influence over the Group
As at December 31st 2011 and December 31st 2010, the State Treasury held a 53.19% interest in Grupa LOTOS S.A.
In the years ended December 31st 2011 and December 31st 2010, no transactions were concluded between Grupa LOTOS S.A. and the State Treasury.
39.3 Remuneration of the Management and the Supervisory Board members and information on loans and other similar benefits granted to members of the Parent’s management and supervisory staff
The remuneration paid or payable to the members of the Company’s Management and Supervisory Boards was as follows:
Remuneration of the Management Board in 2011
PLN '000 | Short-term employee benefits (salaries and wages) | Length-of-service awards | Share-based employee benefits | Management Board – subsidiaries (1) | Total remuneration paid |
---|---|---|---|---|---|
Paweł Olechnowicz | 315 | - | - | 872 | 1,187 |
Marek Sokołowski | 315 | - | - | 641 | 956 |
Mariusz Machajewski | 315 | - | - | 641 | 956 |
Maciej Szozda | 316 | - | - | 641 | 957 |
Total | 1,261 | - | - | 2,795 | 4,056 |
(1) Short-term employee benefits – remuneration paid to the members of the Management Board of Grupa LOTOS S.A. for serving on Supervisory Boards and Boards of Directors of direct and indirect subsidiaries.
Remuneration of the Supervisory Board in 2011
PLN '000 | Term of office | Total remuneration paid (1) |
---|---|---|
Wiesław Skwarko | Jan 1 – Dec 31 2011 | 41 |
Leszek Starosta | Jan 1 – Dec 31 2011 | 41 |
Małgorzata Hirszel | Jan 1 – Dec 31 2011 | 41 |
Oskar Pawłowski | Jan 1 – Dec 31 2011 | 41 |
Michał Rumiński | Jan 1 – Dec 31 2011 | 41 |
Rafał Wardziński | Jan 1 – Dec 31 2011 | 41 |
Ewa Sibrecht-Ośka | Jan 1 – Nov 8 2011 | 39 |
Rafał Lorek | Jan 1 – Jun 27 2011 | 24 |
Total | 309 |
(1) Short-term employee benefits (salaries and wages). The value of remuneration reflects changes in the composition of the Supervisory Board of Grupa LOTOS S.A. during the reporting period.
Remuneration of the Management Board in 2010
PLN '000 | Short-term employee benefits (salaries and wages) | Length-of-service awards | Share-based employee benefits | Management Board – subsidiaries(1) | Total remuneration paid |
---|---|---|---|---|---|
Paweł Olechnowicz | 302 | - | - | 158 | 460 |
Marek Sokołowski | 301 | - | - | 92 | 393 |
Mariusz Machajewski | 301 | - | - | 91 | 392 |
Maciej Szozda | 261 | - | - | 91 | 352 |
Total | 1,165 | - | - | 432 | 1,597 |
(1) Short-term employee benefits. Remuneration paid to the members of the Management Board of Grupa LOTOS S.A. for serving on the Supervisory Boards and Boards of Directors of direct and indirect subsidiaries.
Remuneration of the Supervisory Board in 2010
PLN '000 | Term of office | Total remuneration paid (1) |
---|---|---|
Wiesław Skwarko (2) | Jan 1 – Dec 31 2010 | 3 |
Leszek Starosta | Jan 1 – Dec 31 2010 | 42 |
Mariusz Obszyński | Jan 1 – Feb 11 2010 | 9 |
Radosław Barszcz | Jan 1 – Feb 11 2010 | 9 |
Małgorzata Hirszel | Jan 1 – Dec 31 2010 | 42 |
Jan Stefanowicz | Jan 1 – Feb 11 2010 | 9 |
Ireneusz Fąfara | Jan 1 – Mar 29 2010 | 14 |
Oskar Pawłowski | Feb 11 – Dec 31 2010 | 33 |
Michał Rumiński | Feb 11 – Dec 31 2010 | 33 |
Rafał Wardziński | Feb 11 – Dec 31 2010 | 33 |
Ewa Sibrecht – Ośka | Jun 28 – Dec 31 2010 | 17 |
Rafał Lorek | Jun 28 – Dec 31 2010 | 17 |
Total | 261 |
(1) Short-term employee benefits (salaries and wages). The value of remuneration reflects changes in the composition of the Supervisory Board of Grupa LOTOS S.A. during the reporting period.
(2) On November 1st 2010, Mr Wiesaw Skwarko withdrew his representation that he elects to forgo remuneration for serving on the Supervisory Board of Grupa LOTOS S.A.
As at December 31st 2011, the Company had a provision for length-of-service awards and retirement severance payments for the members of the Grupa LOTOS Management Board of PLN 350 thousand (December 31st 2010: PLN 260 thousand).
Moreover, pursuant to the Act on Remunerating Persons Who Manage Certain Legal Entities, the Company has also recognised a provision for maximum annual bonuses as defined by the act, to be paid to members of the Management Board of Grupa LOTOS S.A. for 2011, in the amount of PLN 249 thousand (2010: PLN 249 thousand of annual bonuses paid in 2011, disclosed in table Remuneration of the Management Board in 2011 under Short-term employee benefits (salaries and wages)).
As at December 31st 2011 and December 31st 2010, and in the years ended December 31st 2011 and December 31st 2010, the Company did not grant any loans or similar benefits to members of its management and supervisory staff.
39.4 Remuneration paid or payable to other members of the key management staff
PLN '000 |
Year ended Dec 31 2011 |
Year ended Dec 31 2010 |
---|---|---|
Short-term employee benefits (salaries) | 30,769 | 27,243 |
Total remuneration paid to key management staff (other than members of Management and Supervisory Boards of Grupa LOTOS S.A.) | 30,769 | 27,243 |
As at December 31st 2011, the Company maintains a provision for length-of-service awards and retirement severance payments for key management staff of PLN 7,155 thousand (2010: PLN 6,351 thousand).
The Group also recognised a provision for annual bonuses expected to be paid to key management staff for 2011, of PLN 7,275 thousand (2010: PLN 6,188 thousand of annual bonuses paid in 2011, disclosed in the table above as at December 31st 2011 under Short-term employee benefits (salaries and wages)).
As at December 31st 2011, loans and similar benefits granted by the Group to members of key management staff totalled PLN 21 thousand (December 31st 2010: PLN 39 thousand).
In the periods January 1st – December 31st 2011 and January 1 – December 31st 2010, the Group did not grant any loans or similar benefits to members of key management staff.
39.5 Other transactions with Members of the Company’s Management or Supervisory Boards, their spouses, siblings, ascendants, descendants or other close persons
Transactions with members of the Company’s Management or Supervisory Boards, their spouses, siblings, ascendants, descendants or other close persons
In the years ended December 31st 2011 and December 31st 2010, the Company and the Group companies entered into no material agreements with members of the Management and Supervisory Boards(1), advanced no loans, made no advance payments, issued no guarantees and concluded no agreements to or with any such persons which would provide considerable benefits to Grupa LOTOS S.A. or its subsidiaries or associates. Based on representations submitted by members of the Company's Management and Supervisory Boards, in the years ended December 31st 2011 and December 31st 2010 Grupa LOTOS S.A. did not become aware of any transactions concluded with Grupa LOTOS S.A. or a company of the LOTOS Group by the spouses, relatives, or relatives by affinity in the direct line up to the second degree, of the members of Management and Supervisory Boards or persons related to them through guardianship or adoption or other persons with whom they have personal relationships.
(1) Taking into account changes in the composition of the Supervisory Board (see Note 3).
Transactions with parties related through members of the Management and Supervisory Boards
Below are presented transactions concluded in 2011 (based on representations made by members of the Management and Supervisory Boards related-party transactions).
Type of relationship (PLN '000) |
Sale | Purchase | Receivables | Liabilities |
---|---|---|---|---|
Supervisory staff | 127 | - | 1,543 | 355 |
Management staff | - | - | - | - |
Total | 127 | - | 1,543 | 355 |
Below are presented transactions concluded in 2010 (based on representations made by members of the Management and Supervisory Boards related-party transactions).
Type of relationship (PLN '000) |
Sale | Purchase | Receivables | Liabilities |
---|---|---|---|---|
Supervisory staff | 1,307 | - | - | - |
Management staff | - | - | - | - |
Total | 1,307 | - | - | - |
39.6 Additional information on results of the LOTOS Group companies
PLN '000 | Net profit (loss)(1) | |
Year ended Dec 31 2011 |
Year ended Dec 31 2010 |
|
LOTOS Paliwa Sp. z o.o. | 27,282 | 63,800 |
LOTOS Gaz S.A. | 173 | (1,239) |
LOTOS Oil S.A. | 30,906 | 39,755 |
LOTOS Asfalt Sp. z o.o. | 194,219 | 149,277 |
LOTOS Ekoenergia S.A. | 10 | (1) |
LOTOS Kolej Sp. z o.o. | 5,254 | 19,398 |
LOTOS Serwis Sp. z o.o. | 11,553 | 7,947 |
LOTOS Lab Sp. z o.o. | 5,079 | 4,478 |
LOTOS Straż Sp. z o.o. | 184 | 258 |
LOTOS Ochrona Sp. z o.o. | 99 | 462 |
LOTOS Parafiny Sp. z o.o. | 18,024 | 15,564 |
LOTOS Tank Sp. z o.o. | (1,026) | 794 |
LOTOS Czechowice Group | 63,470 | 27,561 |
LOTOS Jasło S.A. | 2,828 (2) | (2,579) |
LOTOS Petrobaltic Group | 234,156 | 101,495 |
UAB LOTOS Baltija | - | 4 (3) |
LOTOS Park Technologiczny Sp. z o.o. | 4 | (18) |
(1) In accordance with the consolidation packages (see Note 9).
(2) Net profit (loss) of LOTOS Jasło S.A. includes net profit (loss) of PLASTEKOL Organizacja Odzysku S.A., until the date of loss of control (see Note 2),
(3) Net profit (loss) for the 11 months ended November 30th 2010, until the date of control takeover by the LOTOS Petrobaltic Group (see Note 2).
This is a translation of a document originally issued in Polish.