Annual report 2010 - plazacenters

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Management and governance Statement of the directors The responsibilities of the directors are determined by applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union. The directors are responsible for preparing the annual report and the annual financial statements in accordance with applicable law and regulations. Netherlands law requires the directors to prepare financial statements for each financial year that give, according to generally acceptable standards, a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the companies that are included in its consolidated accounts for that period. Netherlands law requires the directors to prepare an annual report that gives a true and fair view of the position as per the balance sheet date, the course of business during the past financial year of the Company and its affiliated companies included in the annual financial statements, and that the annual report contains a proper description of the principal risks the Company faces. Directors are required to abide by certain guidelines in undertaking these tasks. The directors need to select appropriate accounting policies and apply them consistently in their reports. They must state whether they have followed applicable accounting standards, disclosing and explaining any material departures in the financial statements. Any judgments and estimates that directors make must be both reasonable and prudent. The directors must also prepare financial statements on a “going concern” basis, unless it is inappropriate to presume that the Company will continue in business. The directors confirm that they have complied with the above requirements in preparing the financial statements. Throughout the financial year, the directors are responsible for keeping proper accounting records which disclose at any time and with reasonable accuracy the financial position of the Company. They are also responsible for ensuring that these statements comply with applicable company law. In addition, they are responsible for internal control systems that help identify and address the commercial risks of being in business, and so safeguard the assets of the Company. They are also responsible for taking reasonable steps to enable the detection and prevention of fraud and other irregularities. The Company’s website may be accessed in many countries, which have different legal requirements. The directors are responsible for maintaining the accuracy of corporate and financial information on the website, where a failure to update or amend information may cause inappropriate decision making. On the basis of the above and in accordance with Best Practice Provision II.1.4. of the Netherlands Corporate Governance Code, the directors confirm that internal controls over financial reporting within the Company provide a reasonable level of assurance that the financial reporting does not contain any material inaccuracies, and confirm that these controls functioned properly in the year under review and that there are no indications that they will not continue to do so. The financial statements fairly represent the Company’s financial condition and the results of the Company’s operations and provide the required disclosures. It should be noted that the above does not imply that these systems and procedures provide absolute assurance as to the realization of operational and strategic business objectives, or that they can prevent all misstatements, inaccuracies, errors, fraud and non-compliance with legislation, rules and regulations. In view of all of the above, hereby following the requirements of article 5:25c paragraph 2 under c. of the Netherlands Act on the financial supervision (Wet op het financieel toezicht), the directors hereby confirm that (i) the annual financial statements 2010 as included herein give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and its affiliated companies that are included in the consolidated financial statements; and (ii) the annual report includes a fair review of the position at the balance sheet date and the development and performance of the business of the Company and its affiliated companies that are included in the consolidated annual financial statements and that the principal risks and uncertainties that the Company faces are described. The Board of managing directors: Mordechay Zisser Executive Director and Chairman Ran Shtarkman Executive Director and CEO Shimon Yitzchaki Non-executive Director Edward Paap Non-executive Director Marius Willem van Eibergen Santhagens Non-executive Director Marco Habib Wichers Non-executive Director April 28, 2011 66 Plaza Centers N.V. Annual report 2010
Financial statements Independent auditors’ report O Br Mg Fs Ai The Board of Directors and Stockholders Plaza Centers N.V. Report on the consolidated financial statements We have audited the accompanying consolidated financial statements of Plaza Centers N.V. (“the Company”), which comprise the consolidated statement of financial position as at December 31, 2010, the consolidated income statement and the consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, and notes, comprising a summary of significant accounting policies and other explanatory information. Management’s responsibility for the financial statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the EU. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatements, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditors’ responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with relevant ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the financial statements 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 entity’s internal control. An audit also includes evaluating the appropriateness of accounting principles used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2010 and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards adopted by the EU. KPMG Hungária Kft. Budapest March 22, 2011 Plaza Centers N.V. Annual report 201067
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Plaza Centers Annual report 2010 Su
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Overview Who we are O Br Mg Fs Ai W
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O Br Mg Fs Ai Operational highlight
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Overview Our s trategy O Br Mg Fs A
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O Br Mg Fs Ai Koregaon Park Plaza (
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O Br Mg Fs Ai • As a result of th
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O Br Mg Fs Ai Plaza expects to comp
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Overview Our portfolio at a glance
Page 17 and 18: O Br Mg Fs Ai Suwałki Plaza: opera
Page 19 and 20: O Br Mg Fs Ai Belgrade Plaza Serbia
Page 21 and 22: O Br Mg Fs Ai Koregaon Park Plaza:
Page 23 and 24: Overview Current devel opments cont
Page 25 and 26: O Br Mg Fs Ai Timisoara Plaza Roman
Page 27 and 28: Overview Current de velopments cont
Page 29 and 30: O Br Mg Fs Ai Liberec Plaza Czech R
Page 31 and 32: O Br Mg Fs Ai Bulgaria Sofia Plaza
Page 33 and 34: O Br Mg Fs Ai I am pleased to repor
Page 35 and 36: O Br Mg Fs Ai The combination of Pl
Page 37 and 38: O Br Mg Fs Ai Over the course of th
Page 39 and 40: O Br Mg Fs Ai Plaza’s effective o
Page 41 and 42: O Br Mg Fs Ai In addition, Plaza ha
Page 43 and 44: O Br Mg Fs Ai Among our first actio
Page 45 and 46: O Br Mg Fs Ai increased rental reve
Page 47 and 48: Management and governance Managemen
Page 49 and 50: O Br Mg Fs Ai Uzi Eli (35), LLB, At
Page 51 and 52: O Br Mg Fs Ai Substantial sharehold
Page 53 and 54: Management and governance Corporate
Page 55 and 56: O Br Mg Fs Ai • Best Practice Pro
Page 57 and 58: O Br Mg Fs Ai Among other matters,
Page 59 and 60: Management and governance Risk mana
Page 61 and 62: O Br Mg Fs Ai • Real estate valua
Page 63 and 64: O Br Mg Fs Ai II) Four components o
Page 65 and 66: O Br Mg Fs Ai c) The Audit Committe
Page 67: O Br Mg Fs Ai Service arrangements
Page 71 and 72: Financial statements Consolidated i
Page 73 and 74: Financial statements Consolidated s
Page 75 and 76: O Br Mg Fs Ai For the For the year
Page 77 and 78: O Br Mg Fs Ai Estimates and underly
Page 79 and 80: O Br Mg Fs Ai Note 3 - Summary of s
Page 81 and 82: O Br Mg Fs Ai Financial assets and
Page 83 and 84: O Br Mg Fs Ai f. Normal operating c
Page 85 and 86: O Br Mg Fs Ai i) Rental income The
Page 87 and 88: O Br Mg Fs Ai 2. Share-based paymen
Page 89 and 90: O Br Mg Fs Ai The current lack of c
Page 91 and 92: O Br Mg Fs Ai Note 7 - Available-fo
Page 93 and 94: O Br Mg Fs Ai Below is a summary ta
Page 95 and 96: O Br Mg Fs Ai Major additions/dispo
Page 97 and 98: O Br Mg Fs Ai Note 16 - Derivatives
Page 99 and 100: O Br Mg Fs Ai December 31, December
Page 101 and 102: O Br Mg Fs Ai Note 21 - Other liabi
Page 103 and 104: O Br Mg Fs Ai As of December 31, 20
Page 105 and 106: O Br Mg Fs Ai Contractual life Gran
Page 107 and 108: O Br Mg Fs Ai Note 28 - Revenues Fo
Page 109 and 110: O Br Mg Fs Ai Note 32 - Net finance
Page 111 and 112: O Br Mg Fs Ai b. Under the particip
Page 113 and 114: O Br Mg Fs Ai The Group limits its
Page 115 and 116: O Br Mg Fs Ai Liquidity risk The fo
Page 117 and 118: O Br Mg Fs Ai Interest rate risk Pr
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O Br Mg Fs Ai Note 36 - Contingent
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O Br Mg Fs Ai Certain loan agreeme
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O Br Mg Fs Ai The net proceeds of t
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O Br Mg Fs Ai Additional transactio
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O Br Mg Fs Ai Note 39 - Operating s
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O Br Mg Fs Ai Note 41 - Critical ac
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O Br Mg Fs Ai therefore fail to imp
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O Br Mg Fs Ai Cyprus - Russia Activ
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O Br Mg Fs Ai The Dutch Antilles Ac
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O Br Mg Fs Ai United States Activit
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Additional information Advisors O B
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