Auditor Report - art. 82, Law 24/2017, H2 2019

SNG S.N.G.N. ROMGAZ S.A.

 

CURRENT REPORT

In compliance with Law no. 24/2017 regarding Issuers of Financial Instruments and Market Operations  and F.S.A. Regulation no. 5/2018

 

Report date: January 22, 2020
Company name: Societatea Nationala de Gaze Naturale ROMGAZ S.A.

Address: Medias, 4 Constantin I. Motas Square, Sibiu County – Romania, 551130
Phone/fax no: 004-0374-401020 / 004-0269-846901

Fiscal Code: RO14056826

LEI Code: 2549009R7KJ38D9RW354

Trade Register registration number: J32/392/2001

Subscribed and paid in share capital: 385,422,400 RON

Regulated market where the issued securities are traded: Bucharest Stock Exchange (BVB), London Stock Exchange (LSE)

 

 

 

Significant event to be reported:

 

·      Publication of the Auditor Report regarding transactions reported according to art. 82 from Law no. 24/2017 –2nd Semester 2019

 

 

In compliance with art. 144 let. B, paragraph 4 of F.S.A. Regulation no. 5/2018 regarding Issuers of Financial Instruments and Market Operations, S.N.G.N. ROMGAZ S.A. submits for publication the Auditor Report regarding transactions reported according to art. 82 from Law no. 24/2017 during 2nd Semester of 2019.

The report is also available on company’s website www.romgaz.ro - Investor Relations - News and events - Current Reports – Contracts.

 

 

 

Chief Executive Officer,

Constantin Adrian VOLINTIRU

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Independent Limited Assurance Report on the information included in the current reports issued by SNGN Romgaz SA in accordance with requirements of Law 24/2017 (Article 82) and Regulation no. 5/2018 of Financial Supervisory Authority

 

 

To the Board of Directors of S.N.G.N. Romgaz S.A.

 

We were engaged by S.N.G.N. Romgaz S.A. (hereinafter “the Company ‘’) to perform certain procedures in accordance with Regulation no. 5/2018 of Financial Supervisory Authority (‘’ASF’’) with all its subsequent amendments and updates and to report on the information included in the attached current and supplementary reports (hereinafter ‘’Reporting Schedules’’) dated 03 July 2019, 05 July 2019, 08 July 2019, 09 July 2019, 18 July 2019, 19 July 2019, 13 August 20198, 14 August 2019, 03 September 2019, 19 September 2019, 26 September 2019, 30 September 2019, 01 October 2019, 07 October 2019, 08 October 2019, 11 October 2019, 14 October 2019, 15 October 2019, 18 October 2019, 25 October 2019, 30 October 2019, 01 November 2019, 08 November 2019, 11 November 2019, 12 November 2019, 13 November 2019, 14 November 2019, 15 November 2019, 18 November 2019, 10 December 2019, 17 December 2019, 19 December 2019, 20 December 2019, 17 January 2020, that have been prepared by the Company in accordance with the requirements of the Law 24/2017 (Article 82) (‘’ the criteria’’) to report to the Financial Supervisory Authority (“FSA”)  and to the Bucharest Stock Exchange for the period from 01 July 2019 to 31 December 2019.  The Reporting Schedules have been prepared by the Company based on legal documents signed by the Company with its administrators, employees and significant shareholders as well as with the persons related to them. The Reporting Schedules are the responsibility of the Company’s management. Our procedures have been performed exclusively on the Reporting Schedules mentioned above covering the period 01 July 2019 to 31 December 2019.

 

Specific Purpose

 

This report is intended solely for the purposes specified in the first paragraph above and for your information and must not be used for any other purpose. The report refers exclusively to the Reporting Schedules and must not be associated with any Company’s financial statements as a whole.  Our procedures have been performed exclusively on the contracts signed during the period 01 July 2019 to 31 December 2019.

 

Management’s Responsibilities

 

The Company’s management is responsible for the preparation of the Reporting Schedules in accordance with the requirements of the Law 24/2017 (Article 82) (‘’ the criteria’’). In particular, the Company’s management is responsible for internal controls being designed and implemented to prevent the Reporting Schedules from being materially misstated.

 

In addition, the Company’s management is responsible for ensuring that the documentation provided to the auditor is complete and accurate. The Company’s management is also responsible for maintaining the internal control system that reasonably ensures that the documentation described above is free from material misstatements, whether due to fraud or error.  

 

Auditor’s Responsibilities

 

We conducted our assurance engagement in accordance with International Assurance Standards, in particular ISAE 3000 (revised), “Assurance Engagements Other than Audits or Reviews of Historical Financial Information”, as adopted by the Chamber of Financial Auditors in Romania. These regulations require that we comply with ethical standards and plan and perform our assurance engagement to obtain limited assurance about the Reporting Schedules.

 

We apply International Standard on Quality Control 1 (ISQC 1), and accordingly, we maintain a robust system of quality control, including policies and procedures documenting compliance with relevant ethical and professional standards and requirements in law or regulation.

 

We comply with the independence and other ethical requirements of the IESBA Code of Ethics for Professional Accountants, which establishes the fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.

 

The procedures selected depend on the auditor’s judgment. The procedures include, in particular, inquiry of the personnel responsible for financial reporting and risk management and additional procedures aimed at obtaining evidence about the Reporting Schedules.

 

The assurance engagement performed represents a limited assurance engagement. The nature, timing and extent of procedures performed in a limited assurance engagement is limited compared with that necessary in a reasonable assurance engagement.  Consequently, the level of assurance obtained in a limited assurance engagement is lower.

 

In respect of the Reporting Schedules of the Company we have performed the following procedures:

 

1)      We have obtained the attached Reporting Schedules from the Company and agreed that the signatures on the Reporting Schedules are those of relevant representatives of the Company and we have undertaken a comparison of the details required to be included in the Reporting Schedules as indicated in Law 24/2017 (Article 82) to the information actually included by the Company.

 

2)     We have compared details, for the individual contracts/agreements we have analyzed, as detailed in this Report, to determine if the content of the Reporting Schedules is consistent, in all material respects, with information as per signed contracts and agreements presented to us and that the presented documents have been signed by representatives of the Company that are indicated in the authorized signature schedule provided to us by the Company. As applicable, our procedures have compared Reporting Schedules to the contract and agreement documentation for consistency of details on: the parties which signed the legal document; the date when documentation was signed and the nature of the documentation; the description of the type of goods/services as indicated in the documentation; the total value of the contract/agreement documentation, and, as applicable, contract related terms and conditions.

 

3)     We have compared details disclosed in the Reporting Schedules for consistency with the information provided to us through discussion with management and to the extent indicated in contract/agreement documentation, in relation to the basis and nature of the contract/agreement entered into by the parties.

 

4)     From discussions with the management and from perusal of Company policies and procedures provided to us, we have considered the consistency of the transactions performed with administrators, employees and significant shareholders, as well as with persons related to them with the Company’s policies and procedures.

 

5)     To the extent that there is a market price for the goods or services provided by administrators, employees and significant shareholders, as well as with persons related to them, we have discussed the basis for the price agreement and considered if, to the extent applicable, the prices agreed are consistent with those used for third (other) parties, where similar goods or services could be provided. To the extent that no market prices are available, we have analyzed if the transactions have been performed based on the signed approved contracts.

 

Our procedures have been performed solely on the contracts included in the attached Reporting Schedules, that have been concluded/modified during the period 01 July 2019 to 31 December 2019 and that have an estimated value during the reporting period above 50,000 Euros. We have not performed any procedures to verify whether the Reporting Schedules include all the transactions and details that the Company has to report according to Article 82 of Law 24/2017 for the reporting period.

Conclusion

 

Based on the procedures performed and evidence obtained, as described above, regarding the legal documents which are included in the Reporting Schedules, nothing has come to our attention that causes us to believe that:

 

a)     The details as indicated in the Reporting Schedules are not in accordance with the related contracts/agreements presented to us.

 

b)     The details in the Reporting Schedules are not, in all material respects, consistent with the requirements of the legislation.

 

c)     The related contracts/agreements provided to us were not properly authorized by representatives of the Company.

 

d)     The prices have not been established by mutual agreement between the parties in accordance with the type of goods/services and also by considering other terms and conditions mentioned in the respective contracts signed between the parties.

 

e)     The terms and conditions of the contracts reported by the Company under which transactions have been completed with administrators, employees, significant shareholders, as well as with the persons related to them, are not established on the basis of the contracts signed by the Company according to the type of services and to other terms and conditions agreed between the parties.

 

Our report is solely for the purpose set forth in the first paragraph of this Report and for your information and is not to be used for any other purpose.

 

This Report relates only to the Reporting Schedules as mentioned above and does not extend to any other reports of the Company, individually or taken as a whole.

 

On behalf of

Ernst & Young Assurance Services SRL

 

 

Alexandru Lupea

Partner

 

 

21 January 2020

Bucharest, Romania

 

 

Attachment

  1. Reporting Schedules