B.1. Group entities

The consolidated financial statements are made up of those of the Parent Company and of its directly or indirectly controlled subsidiaries. All companies satisfying the requisites of control as required by IFRS standards are included in the consolidation.

IFRS 10 defines control describing three conditions which have to be met for considering an entity as controlled:
(a) power over the investee
(b) exposure, or right to variable returns
(c) the ability to affect those returns through power over the investee.

The Group consolidates all material subsidiaries, immaterial subsidiaries are summarised in table F.3.2. The Group structure and the changes as compared to the previous year are presented below.

* Entity acquired in 2015

XLS

XLS

* Entity acquired in 2014

The tables below present the list of associates and participations in investment funds that are considered associates accounted for using the equity method for the purposes of the consolidated financial statements.

Since the Group does not execute significant influence over the fund Fond nemovitostních akcií, the investment was reclassified to financial investments reported at fair value in 2015.

More detailed information about significant transactions with subsidiaries of the Group is provided below.

 
1.1. Sale of ČP INVEST investiční společnost, a.s.
On 15 April 2015 the Group signed an agreement with its sole shareholder CZI Holdings N.V. to transfer 100% shares it held in ČP INVEST investiční společnost, a.s. The purchase price amounts to CZK 1 billion and, as a result of the sale, the Group realised a gain of CZK 686 million which is reported on the line “Net gains (losses) related to associates and disposal of subsidiaries” in the consolidated income statement.

1.2. Merger of Generali Care s.r.o., ČP DIRECT, a.s. and Univerzální správa majetku a.s.
On 30 April 2015 the representatives of Generali Care s.r.o. (a company of GCEE Group), ČP Direct, a.s. and Univerzální správa majetku a.s. signed a Merger project. The merger was approved by Česká pojišťovna, a.s. and Generali Pojišťovna, a.s., being the shareholders of the involved entities, on 29 June 2015. The successor company is Generali Care s.r.o., the other two companies were dissolved. Effective date of the merger is 1 January 2015. The share exchange was performed based on valuation of independent expert and the Group share in the surviving company is 28%.

On 11 August 2015, the successor company was renamed to Direct Care s.r.o.

The assets and liabilities related to companies previously consolidated by the Group were derecognised from the Group consolidated balance sheet and the investment in Generali Care s.r.o. was newly recognised and classified as an investment in associate accounted for using the equity method. The disposal of net assets resulted in a loss of CZK 5 million reported on the line “Net gains (losses) related to associates and disposal of subsidiaries”.

1.3. Merger of REFICOR s.r.o., Pankrác services s.r.o. and Generali Servis s.r.o.
On 5 May 2015 the representatives of REFICOR s.r.o., Pankrác services s.r.o. and Generali Servis s.r.o. (a company of GCEE Group) signed a Merger project whereby the companies Pankrác services s.r.o. and Generali Servis s.r.o. merge into REFICOR s.r.o. The merger was approved by Česká pojišťovna a.s. and Generali Pojišťovna a.s., being the shareholders of the involved entities, on 29 June 2015. Effective date of the merger is 1 January 2015. The share exchange was performed based on valuation of independent expert and the Group share in the surviving company is 80.4%.

The merger has not had any significant impact on the Group financial statements. Total assets of CZK 11 million were newly recognised in the Group balance sheet, of which CZK 9 million is attributable to cash and cash equivalents.

1.4. Merger of Nadace GCP and Nadace pojišťovny Generali
In the first half of 2015, Nadace pojišťovny Generali merged into Nadace GCP (former Nadace České pojišťovny being renamed in February 2015). The merger was approved by founders of both of the foundations on 29 June 2015 with effective date of the merger on 1 January 2015.

 
The decision to transfer the operations of the branch in Poland, through the sale of the part of the company, is one of the steps leading to the fulfilment of the GCEE Group strategy.

In order to be clearly distinguished from continuing activities of the Group, the impact of discontinued operations is presented separately in the consolidated income statement. Also, the comparative period has been re-presented for the effect of discontinued operations. The net result of discontinued operations is disclosed on the line “Loss from discontinued operations after tax”.

All the regulatory approvals were received in the second half of 2015 and the sale was completed in December 2015.

Further analysis of assets disposed of and contribution of discontinued operations to revenue and expenses are disclosed in Note F.8.

 
As a result of the transaction, the direct Group participation interest in the fund decreased from 76.3% to 70.1%. Consequently, the indirect interest in the subsidiaries owned by the fund decreased in the same proportion. See Note F.9.2 for further details.

In July 2015, the fund was renamed to Generali Real Estate Fund CEE a.s.

 
The transaction is regarded as an acquisition of a group of assets, as the transferred set of activities and assets does not meet the definition of IFRS 3 for a business.