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PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp. k.
, ul.
Polna 11, 00-633 Warsaw, Poland, T: +48 (22) 746 4000,
F:+48 (22) 742 4040 ,
PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp. k.
is entered into the National Court Register maintained by the
District Court for the Capital City of Warsaw, under KRS number 0000741448, NIP 113-23-99-979. The seat of the Company is in Warsaw at Polna 11.
Independent Registered Auditor’s Report
To the General Shareholders’ Meeting and the Supervisory Board of XTB S.A.
Report on the audit of consolidated financial statements
Our opinion
In our opinion, the attached annual consolidated financial statements of XTB S.A. Group („the Group”),
in which XTB S.A. is the parent entity (“the Parent Company”):
●
give a true and fair view of the consolidated financial position of the Group as at 31 December
2022 and its consolidated financial performance and its consolidated cash flows for the year then
ended in accordance with the applicable International Financial Reporting Standards as adopted
by the European Union and the adopted accounting policies;
●
comply in terms of form and content with the laws applicable to the Group and the Parent
Company’s Articles of Association;
Our opinion is consistent with our additional report to the Audit Committee issued on the date of this
report.
We have audited the annual consolidated financial statements of XTB S.A. Group which comprise:
●
the consolidated statement of financial position as at 31 December 2022;
and the following prepared for the financial year from 1 January to 31 December 2022:
●
the consolidated statement of comprehensive income;
●
the consolidated statement of changes in equity;
●
the consolidated statement of cash flows, and
●
the notes comprising a description of the adopted accounting policies and other explanations.
Basis for opinion
Basis for opinion
We conducted our audit in accordance with the National Standards on Auditing in the wording of the
International Standards on Auditing as adopted by the resolution of the National Council of Statutory
Auditors (“NSA”) and pursuant to the Law of 11 May 2017 on Registered Auditors, Registered Audit
Companies and Public Oversight (the “Law on Registered Auditors”) and the Regulation (EU) No.
537/2014 of 16 April 2014 on specific requirements regarding the statutory audit of public-interest
entities (the “EU Regulation”). Our responsibilities under those NSA are further described in the
Auditor’s responsibilities for the audit of the consolidated financial statements section of our report.
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the consolidated financial statements. In particular, we considered where the
Company’s Parent Company’s Management Board made subjective judgements; for example, in
respect of significant accounting estimates that involved making assumptions and considering future
events that are inherently uncertain. 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.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an
opinion on the consolidated financial statements as a whole, taking into account the structure of the
Group, the accounting processes and controls, and the industry in which the Group operated.
Materiality
The adopted level of materiality influenced the scope of our audit. The audit was designed to obtain
reasonable assurance whether the consolidated financial statements as a whole do not contain any
material misstatements. Misstatements can arise from fraud or error. Distortions 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 consolidated financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall materiality for the consolidated financial statements as a whole, as presented
below. These thresholds, 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, both individually and in aggregate on the consolidated financial statements as a whole.
Overall Group materiality
PLN 46,400 thousand (14,320 thousand PLN in 2021)
approximately 5% of profit before tax
Rationale for the
materiality benchmark
applied
We have taken profit before tax as the basis for determining materiality
because we believe this measure is commonly used to evaluate the
Company's operations by users of financial statements and is a
generally accepted benchmark.
We applied materiality at 5% because, based on our professional
judgement, it is consistent with the level of quantitative materiality used
in the examination of profit-oriented entities in the brokerage industry.
We agreed with the Audit Committee that we would report to them misstatements identified during our
audit above PLN 2,320 thousand, as well as misstatements below that amount that, in our view,
warranted reporting for qualitative reasons.
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the consolidated financial statements of the current period. They include the most
Responsibility of the Management and Supervisory Board for the consolidated
financial statements
The Management Board of the Parent Company is responsible for the preparation of annual
consolidated financial statements that give a true and fair view of the Group’s financial position and
results of operations, in accordance with the International Financial Reporting Standards as adopted
by the European Union, the adopted accounting policies, the applicable laws and the Parent
Company’s Articles of Association, and for such internal control as the Management Board determines
is necessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Parent Company’s Management Board is
responsible for assessing the Company’s Group’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting unless
the Management Board either intends to liquidate the Group or to cease operations, or has no realistic
alternative but to do so.
The Parent Company’s Management Board and members of its Supervisory Board are obliged to
ensure that the consolidated financial statements meet the requirements provided for in the Act of of
September 29, 1994 on accounting (the "Accounting Act"). Members of the Supervisory Board are
responsible for overseeing the financial reporting process.
Auditor’s responsibility for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated 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 the NSA will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in aggregate, they could reasonably be expected to influence economic decisions of
users taken on the basis of these consolidated financial statements.
The scope of the audit does not cover an assurance on the Group’s future profitability or the efficiency
and effectiveness of the Parent Company’s Management Board conducting its affairs, now or in future.
As part of an audit in accordance with the NSA, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:
●
Identify and assess the risks of material misstatement of the consolidated 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 Group’s internal control.
●
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Parent Company’s Management Board.
●
Conclude on the appropriateness of the Parent Company’s Management Board’s use of the going
concern basis of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on the Group’s
ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the consolidated
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Group to cease to continue as a going concern.
●
Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
●
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 the Audit Committee 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 the Audit Committee 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 to the Audit Committee, we determine those matters that were of
most significance in the audit of the consolidated 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 information, including the Report on the operations
Other information
Other information includes:
●
"Report of the Management Board on the operations of the Group and the Company" for the
financial year ended December 31, 2022 ("Report on operations") along with a statement on the
application of corporate governance, which is a separate part of this Report on activities.
●
A separate report on non-financial information
●
Annual Report for the financial year ended December 31, 2022 ("Annual Report") (together "Other
Information")
Other information does not include the financial statements and our auditor’s report thereon.
We obtained the annual report before the date of this audit report, except for the Statements of the
Supervisory Board:
a) regarding the appointment, composition and functioning of the audit committee referred to in Art. 71
section 1 point 8 of the Regulation of the Minister of Finance of March 29, 2018 on current and
periodic information provided by issuers of securities and the conditions for recognizing as equivalent
information required by the law of a non-member state ("Regulation on current information")
b) in the scope of assessment, together with justification, regarding the report on the activity of the
issuer and the financial statement in terms of their compliance with the books, documents and the
facts referred to in Art. 71 sec. 1 point 12 of the Regulation on current information,
which will be available after that date.
Responsibility of the Management and Supervisory Board
The Management Board of the Parent Company is responsible for preparing Other Information in
accordance with the law.
The Company’s Management Board is obliged to ensure that the Report on the operations
together
with the separate sections and the separate report on non-financial information complies with the
requirements of the Accounting Act.
Registered auditor’s responsibility
Our opinion on the audit of the consolidated financial statements does not cover Other Information.
In connection with our audit of the consolidated financial statements, our responsibility is to read Other
Information and, in doing so, consider whether it is materially inconsistent with the information in the
consolidated financial statements, our knowledge obtained in our audit, or otherwise appears to be
materially misstated. If, based on the work performed, we identified a material misstatement in Other
Information, we are obliged to inform about it in our audit report. In accordance with the requirements
of the Act on the Registered Auditors, we are also obliged to issue an opinion on whether the Report
on the operations has been prepared in accordance with the law and is consistent with information
included in annual consolidated financial statements.
Moreover, we are obliged to issue an opinion on whether the Parent Company provided the required
information in its corporate governance statement.
In addition, we are required to audit the financial information included in the Report on the operations
in accordance with the scope described in this audit report and the requirements of the Financial
Instruments Trading Act of July 29, 2005 (the "Trading Act").
Other Information Statement
We represent that in the light of the knowledge about the Group and its environment obtained during
our audit, we have not identified any significant misstatements in the Report on operations and other
information that we obtained before the date of this audit report.
In the event that we find a significant distortion in the Statements of the Supervisory Board:
a) with regard to the appointment, composition and operation of the audit committee referred to in Art.
71 section 1 item 8 of the Regulation on current information and
b) in the scope of the assessment with justification regarding the report on the issuer's activities and
financial statements in terms of their compliance with the books, documents and the facts referred to
in Art. 71 sec. 1 point 12 of the Regulation on current information,
we are obliged to inform the Parent Company's Supervisory Board about it.
Opinion on the Report on the operations
Based on the work we carried out during the audit, in our opinion, the Report on the operations:
●
has been prepared in accordance with the requirements of Article 49 of the Accounting Act and
para. 71 of the Regulation of the Minister of Finance dated 29 March 2018 on current and
periodical information submitted by issuers of securities and conditions for considering as
equivalent the information required under the legislation of a non-Member State (“Regulation on
current information”) and art 110w point 1 of Trading Act;
●
is consistent with the information in the consolidated financial statements.
Opinion on the corporate governance statement
In our opinion, in its corporate governance statement, the Group included information set out in para.
70.6 (5) of the Regulation on current information. In addition, in our opinion, information specified in
paragraph 70.6 (5)(c)–(f), (h) and (i) of the said Regulation included in the corporate governance
statement are consistent with the applicable provisions of the law and with information included in the
consolidated financial statements.
Information on non-financial information
In accordance with the requirements of the Chartered Accountants Act, we confirm that the Group has
included in the Report on the operations information about the preparation of a separate report on
non-financial information as referred to in Article 55.2c of the Accounting Act and that the Group has
prepared such a separate report.
We have not performed any assurance work on the separate non-financial information report and we
do not express any assurance thereon.
Report on other legal and regulatory requirements
Report on the compliance of the format of the consolidated financial statements with the
requirements of the European Single Electronic Format ("ESEF")
In connection with the audit of the consolidated financial statements, we have been engaged by the Parent
Company's management under the audit contract for the consolidated financial statements to perform an
attestation service that provides reasonable assurance to express an opinion on whether the consolidated
financial statements of the Group as at and for the year ended 31 December 2022 prepared in a single
electronic reporting format contained in a file named “xtb_2022-12-31_pl.zip” (the "consolidated financial
statements in ESEF format") have been labelled in accordance with the requirements set out in Article 4 of
Commission Delegated Regulation (EU) No 2019/815 of 17 December 2018 supplementing Directive
2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards
concerning the specifications of the uniform electronic reporting format (the "ESEF Regulation").
Description of the subject matter of the contract and applicable criteria
The consolidated financial statements were prepared in the ESEF format by the Parent Company’s
Management Board to comply with the technical requirements regarding the specification of a single
electronic reporting format and marking up, which are set out in the ESEF Regulation.
The subject matter of our assurance engagement is the compliance of the consolidated financial
statements in the ESEF format with the requirements of the ESEF Regulation and the requirements of this
regulation, in our view, constitute appropriate criteria to form a reasonable assurance conclusion.
Responsibility of the Management Board of the Parent Company and the Supervisory Board
The Parent Company’s Management Board is responsible for the preparation of the consolidated financial
statements in the ESEF format in accordance with the technical requirements regarding the specification of
a single electronic reporting format which are set out in the ESEF Regulation. This responsibility includes
the selection and application of appropriate markups in XBRL using taxonomy specified in the ESEF
Regulation. The responsibility of the Management Board includes also designing, implementing and
maintaining internal controls relevant for the preparation of the consolidated financial statements in the
ESEF format which are free from material non-compliance with the requirements of the ESEF Regulation
and their marking-up in compliance with these requirements
.
Members of the Parent Company’s Supervisory Board of Parent Entity are responsible for overseeing the
financial reporting process, which includes also the preparation of the consolidated financial statements in
accordance with the format compliant with legal requirements.
Our responsibility
Our objective was to express an opinion, based on the conducted reasonable assurance engagement,
whether the consolidated financial statements prepared in the ESEF format were marked up, in all material
respects, with the requirements of the ESEF Regulation.
We conducted our engagement in accordance with the National Standard on Assurance Engagements
other than Audit and Review 3001 - audit of financial statements prepared in the single electronic reporting
format (“KSUA 3001pl”) and where relevant with the National Standard on Assurance Engagements 3000
(R) in the wording of the International Standard on Assurance Services 3000 (Revised) - ‘Assurance
Engagements other than Audits and Reviews of Historical Financial Information’ as issued by the National
Council of Statutory Auditors (KSUA 3000(R)). These standards require that we comply with ethical
requirements, plan and perform procedures to obtain reasonable assurance whether the consolidated
financial statements in the ESEF format were marked up, in all material aspects, in compliance with the
specified criteria.
Reasonable assurance is a high level of assurance, but it does not guarantee that the service performed in
accordance with KSUA 3001pl and KSUA 3000 (R) will always detect the existing material misstatement
(significant non-compliance with the requirements).
The selection of the procedures depend on the auditor's judgement, including the auditor's assessment of
the risk of material misstatements, whether due to fraud or error. In performing the assessments of this risk,
the auditor shall consider the internal control related to the preparation of the consolidated financial
statements in the ESEF format and its marking-up in order to plan appropriate procedures to provide the
auditor with sufficient evidence appropriate to the circumstances. The assessment of the functioning of the
internal control system was not carried out in order to express an opinion on the effectiveness of its
operation.
Quality control and ethical
requirements
We apply the provisions of the regulation of the National Council of Statutory Auditors with regard to
internal quality control in the wording of International Standard on Quality Control 1 and accordingly
maintain a comprehensive system of quality control including documented policies and procedures
regarding compliance with ethical requirements, professional standards and applicable legal and regulatory
requirements.
We comply with the independence and other ethical requirements of the International Code of Ethics for
Professional Accountants (including International Independence Standards) issued by the International
Ethics Standards Board for Accountants
as adopted by resolution of the National Council of Statutory
Auditors, which is founded on fundamental principles of integrity, objectivity, professional competence and
due care, confidentiality and professional behaviour.
Summary of work done
Our planned and performed procedures were aimed at obtaining reasonable assurance whether the
consolidated financial statements in the ESEF format were marked-up, in all material aspects, in
compliance with the applicable requirements. Our procedures included in particular:
●
obtaining an understanding of the process of preparing consolidated financial statements in the
ESEF format, including the process of selecting and using XBRL tags by the Group and ensuring
compliance with the ESEF Regulation, including understanding the internal control system
mechanisms related to this process;
●
reconciliation, on a selected sample, of the tagged information contained in the consolidated
financial statements in the ESEF format to the audited consolidated financial statements;
●
assessment of compliance with technical standards regarding the specification of a single
electronic reporting format, including the use of the XHTML format, using a specialized IT tool and
with the support of an IT expert;
●
assessment of the completeness of marking information in the consolidated financial statements in
the ESEF format with XBRL tags;
●
assessment of whether the XBRL tags from the taxonomy specified in the ESEF Regulation have
been properly used and whether the extensions of the taxonomy have been appropriately used in
situations where the basic taxonomy specified in the ESEF Regulation does not identify relevant
elements;
●
assessment of the correct anchoring of the applied taxonomy extensions in the basic taxonomy
specified in the ESEF Regulation.
We believe that the evidence we have obtained is sufficient and appropriate to form the basis of our
conclusion.
In our opinion, based on the procedures performed, the consolidated financial statements in the ESEF
format were marked-up, in all material respects, in compliance with the requirements of the ESEF
Regulation.
Information on compliance with prudential regulations
The Management Board of the Parent Company is responsible for complying with the applicable prudential
regulations set out in separate legislation, and in particular, for the correct determination of the capital
ratios.
The capital ratios as at 31 December 2022 have been presented in Note 36 of the consolidated financial
statements and include total capital requirement.
We are obliged to inform in the report on the audit of the consolidated financial statements whether the
Group complies with the applicable prudential regulations set out in separate regulations, in particular
whether the Group correctly determined the capital ratios. For the purposes of this information, separate
regulations are understood as Regulation (EU) 2019/2033 of the European Parliament and of the Council of
27 November 2019 on prudential requirements for investment firms and amending Regulations (EU) No.
1093/2010, (EU) No. 575/ 2013, (EU) No. 600/2014 and (EU) No. 806/2014 ("IFR"), the Act of August 5,
2015 on macroprudential supervision of the financial system and crisis management in the financial system
("Macroprudential Supervision Act" ), Regulation of the Minister of Development and Finance of April 25,
2017 on internal capital, risk management system, supervisory assessment program and supervisory
examination and evaluation, as well as remuneration policy in a brokerage house, Regulation of the
Minister of Development and Finance of December 8, 2021 on the estimation of internal capital and liquid
assets, the risk management system, supervisory review and evaluation, as well as the remuneration policy
in a brokerage house and a small house brokerage
.
It is not the purpose of an audit of the financial statements to present an opinion on compliance with the
applicable prudential regulations specified in the separate legislation specified above, and in particular, on
the correct determination of the capital ratios, and therefore, we do not express such an opinion.
Based on the work performed by us, we inform you that we have not identified:
●
any cases of non-compliance by the Parent Company with the applicable prudential regulations set
out in the separate legislation referred to above, in the period from 1 January to 31 December
2022;
●
any irregularities in the determination by the Parent Company of the capital ratios as at
31 December 2022 in accordance with separate legislation referred to above,
which would have a material impact on the financial statements.
Statement on the provision of non-audit services
To the best of our knowledge and belief, we declare that the non-audit services we have provided to the
Parent Company and its subsidiaries are in accordance with the laws and regulations applicable in Poland
and that we have not provided any non-audit services prohibited under Article 5(1) of the EU regulation and
Article 136 of the Act on Registered Auditors.
The non-audit services which we have provided to the Parent Company and its subsidiaries in the audited
period are disclosed in the note 30 to the consolidated financial statements.
We were first appointed to audit the Company's annual financial statements by Board Resolution 45/2018
dated November 7, 2018 and again by resolution dated May 4, 2021. We have audited the Company's
financial statements continuously beginning with the fiscal year ended December 31, 2019, a period of four
years.
The Key Registered Auditor responsible for the audit on behalf of PricewaterhouseCoopers Polska spółka z
ograniczoną odpowiedzialnością Audyt sp.k., a company entered on the list of Registered Audit Companies
with the number 144., is Agnieszka Accordi.
