Since 1 April, European importers of Russian gas have had to go through a special account at Gazprombank to pay for their gas orders, exclusively in rubles, according to a special Kremlin decree. Using this system, Moscow not only ensures that demand for the rouble is stimulated, but above all that its third systemic bank does not end up on the European sanctions list.
Incorporated in Luxembourg under the name Bank GPB International SA since 2013, Gazprombank is regulated by the Luxembourg Financial Sector Supervisory Commission (CSSF) as a credit institution. An analysis of the entity’s public filings with the Luxembourg Trade and Companies Register (RCS) reveals that it has not published its annual accounts since 2018.
Since 2013, KPMG Luxembourg has been in charge of certifying the annual accounts of Bank GPB International SA. Although the RCS no longer has any filings for the entity’s audited annual accounts since the 2018 financial year, the audit firm was reappointed as auditor in charge of the audit of the accounts in May 2020.
When asked about the possibility for a financial institution supervised in Luxembourg not to file its annual accounts, the CSSF indicated that, in order to comply with the regulator’s requirements, it is essential that, on the one hand, the annual accounts are audited and, on the other hand, that they are publicly available. On the latter point, the CSSF does not differentiate between whether the annual accounts must be published in the RCS portal or on the entity’s website.
A risk of legal consequences
In the case of Bank GPB International SA, the CSSF stated that the audited annual accounts for 2019 and 2020 have been filed with the RCS--although these are not visible to the public consulting the register. When contacted by Delano’s sister publication Paperjam, the RCS confirmed that the accounts for 2019 and 2020 have not been filed.
The RCS furthermore said that the amended law of 10 August 1915 on commercial companies provides for several sanctions in case of failure by a commercial company to file its accounts with the RCS. Thus, the court may, at the request of the public prosecutor, order the dissolution and liquidation of the company “if the company seriously infringes the provisions governing companies”.
The RCS said there could also be criminal sanctions against the company’s representatives. Company law punishes managers who fail to submit to the general meeting within six months of the end of the financial year the company’s annual accounts, consolidated accounts, management report and the certificate of the person responsible for the audit with a fine of €500 to €25,000. In the case of fraudulent intent, company law punishes directors who have not published these documents in the RCS with a prison sentence of one to two years or a fine of between €5,000 and €125,000.
A challenge for access to financial information
In the event of a delay in filing the annual accounts, the RCS manager will levy a surcharge on the filing fee that must be paid by the company when filing the accounts. This surcharge is between €50 and €500 depending on the number of months of delay, the RCS noted.
The RCS added that, in the case of companies subject to the control of an administrative authority, “the sectoral laws provide for control by these authorities and sanctions in case of non-compliance with their obligations”.
It should be noted that Bank BGP International SA has published its audited annual accounts for the years 2019 and 2020 on its website. However, not filing them with the RCS may be a barrier to access to the entity’s financial information for customers, investors and other stakeholders when its website is offline. Indeed, Gazprombank’s website in Luxembourg was not accessible for a series of days prior to the publication of this article.
Gazprombank’s press department was contacted for comment, but did not respond.
Originally published in French by Paperjam and translated for Delano