Wilmar International Limited AR 2011 PDF
Wilmar International Limited AR 2011 PDF
Wilmar International Limited AR 2011 PDF
Wilmar’s business activities include oil palm cultivation, oilseeds crushing, edible
oils refining, sugar milling and refining, specialty fats, oleochemicals, biodiesel and
fertilisers manufacturing and grains processing. At the core of Wilmar’s strategy is a
resilient integrated agribusiness model that encompasses the entire value chain of
the agricultural commodity processing business, from origination and processing to
branding, merchandising and distribution of a wide range of agricultural products. It has
over 300 manufacturing plants and an extensive distribution network covering China,
India, Indonesia and some 50 other countries. The Group is backed by a multinational
workforce of over 90,000 people.
Russia
Netherlands
Germany
Ukraine
Italy
Spain
United China
States of Japan
America
Bangladesh
India
Uganda Singapore
• Extensive distribution Tanzania Indonesia
South
some 50 other countries. Africa
Australia
4 sustainable growth Wilmar International Limited • ANNUAL REPORT 2011 Wilmar International Limited • ANNUAL REPORT 2011 sustainable growth 5
Financial
highlights
FY2011 FY2010 FY2009 FY2008 FY2007
INCOME STATEMENT (US$ million)
Revenue 44,710 30,378 23,885 29,145 16,466
EBITDA 2,860 2,033 2,590 2,230 1,119
Profit before tax 2,079 1,644 2,294 1,789 830
Net profit 1,601 1,324 1,882 1,531 580
Earnings per share – fully diluted (US cents) 25.0 20.7 27.4 23.7 12.8
Dividend per share (Singapore cents) 6.1 5.5 8.0 7.3 2.6
3%
10%
13% 2%
7% 30%
40%
FY2010 FY2011
26%
25%
22%
10% 8% 4%
Merchandising & Processing Merchandising & Processing Consumer Products Sugar Associates
– Palm & Laurics – Oilseeds & Grains Plantations & Palm Oil Mills Others
Notes:
(1) FY2007 – Net cash inflow from investment in subsidiaries and associates arose from the KG Acquisition which refers to the Kuok Group's palm plantation, edible oils, grains and related
businesses comprising Kuok Oils & Grains Pte Ltd, PGEO Group Sdn Bhd and PPB Oil Palms Berhad.
(2) Segmental breakdown calculation excludes unallocated expenses and gains from biological assets revaluation.
12 25
10 9.5 20 18.3
9.3 17.5
8
15 13.3
6.0 12.7
6 11.6
5.1
4.6
10
4
5
2
0 0
2007 2008 2009 2010 2011 2007 2008 2009 2010 2011
The principal directorships and major appointments of the directors, past and present, are set out below:
247,081 hectares
Total planted area in Indonesia, Malaysia and Africa
as at 31 December 2011
16 sustainable growth Wilmar International Limited • ANNUAL REPORT 2011 Wilmar International Limited • ANNUAL REPORT 2011 sustainable growth 17
operations
review
Merchandising & Processing – Palm & Laurics
Wilmar is the world’s largest processor and merchandiser of palm Oleo- Specialty
and lauric oils with a distribution network spanning more than 50 Refinery chemicals Fats Biodiesel
countries. The Group processes palm and lauric oils into refined Associates
oils, specialty fats, oleochemicals and biodiesel.
India 19 – 5 –
The Group owns processing plants in major palm producing China 9 1 2 –
countries in Indonesia and Malaysia, as well as in consuming Russia 4 – 3 –
markets such as China, Europe, Vietnam, Sri Lanka and Ghana. Ukraine 2 – 1 –
Through joint ventures, Wilmar also has processing plants in India, Malaysia 3 – – –
Russia, Ukraine, Ivory Coast, Uganda and Bangladesh.
Bangladesh 1 – 1 –
As at 31 December 2011, the Group had plants located in the Others 2 – 1 –
following countries: Total no. of plants 40 1 13 –
Oleo- Specialty Total capacity
Refinery chemicals Fats Biodiesel (million MT p.a.) 8 <1 1 –
Subsidiaries Note:
Refinery capacity includes palm oil and soft oils.
Indonesia 23 1 2 7
Malaysia 13 1 1 1
Industry Trend in 2011
China 51 7 6 – In 2011, global palm oil production rose by approximately 9%
Europe 4 – 1 – to 50.0 million MT. Malaysia and Indonesia palm oil production
grew by about 9% to 43.0 million MT, constituting 86% of global
Vietnam 2 – 1 –
production.
Others 5 – 1 –
Total no. of plants 98 9 12 8 Consumption of palm oil in 2011 registered a steady growth of
Total capacity 5% to 48.0 million MT. Demand from India, the largest palm oil
(million MT p.a.) 23 1 1 2 consuming market, remained firm at 6.8 million MT. Indonesia, the
second largest consuming market, saw demand increase by 15%
Note:
Refinery capacity includes palm oil and soft oils. to 6.2 million MT due to economic expansion and changes in the
palm oil export tax structure. Other key markets, such as China,
continued to record high demand for palm oil. Consumption
growth in Eastern Europe and Africa was also strong. However,
demand in Western Europe declined by more than 9% as a result
of the weak macro-economic environment.
Elimination of odours enhances air quality and thereby makes for a cleaner and
more pleasant environment. Wilmar strives to minimise the undesired impact of its
operations on its employees and the community.
Following from the rising trend in the second half of 2010, palm also boosted margins in Indonesia in the fourth quarter. However,
oil prices continued to increase and reached a record high of this gain was offset by poorer margins in other markets. Overall, the
RM3,967 (approximately US$1,305) per MT in February. However, Group recorded a pretax profit of US$585.9 million in 2011, similar
in the second quarter, demand rationing at higher prices and a to the level achieved in 2010.
narrowing discount to soybean oil prices, along with concerns of
a financial crisis in the US and Europe led to a steady decline in Outlook and Strategy
palm oil prices for most of the year. Nonetheless, the average palm Wilmar is positive about the long-term prospects for palm oil due
oil price in 2011 was still higher compared to 2010. to the growing demand from both food and non-food industries.
In the short to medium term, the Group is also expected to
Our Performance benefit from changes in the palm oil export tax structure in
In 2011, the Group merchandised and processed 20.3 million MT Indonesia. Growth in palm oil production in 2012 is expected
of palm and laurics, a 2% decrease from 2010. The Group’s pretax to be moderate compared to 2011. Combined production from
margins improved by 2% in 2011 due to firmer margins in the first Indonesia and Malaysia is expected to increase to approximately
half of the year as the Group benefited from higher crude palm oil 45.0 million MT in 2012, mainly due to the increase in mature
(CPO) supply and its operations across the palm value chain, covering hectarage in Indonesia. The Group’s long-term strategy is to
high value-added products such as oleochemicals, specialty fats continue to invest in processing capacity, including higher
and biodiesel. The changes in the Indonesian export tax structure value-added downstream products, to enable it to capture the
for palm products, which came into effect on 15 September 2011, growing demand for palm oil.
In China, Wilmar is the leading oilseeds crusher. The Group processes Industry Trend in 2011
oilseeds such as soybean, rapeseed, groundnut, cottonseed, China is the largest importer of soybeans, accounting for approximately
sunflower seed and sesame seed into protein meal and edible oils. 59% of global imports. The country imported about 52.0 million MT
Protein meal is mainly used by feed millers to produce animal feed. of soybeans, representing a growth of about 4%. The Group is the
The edible oils produced are largely sold to its consumer products largest importer of soybeans in China.
division. The Group also has oilseeds crushing operations in India,
Malaysia and Russia. In spite of lower import growth, total volume of soybeans crushed
in China increased by about 13% to 55.0 million MT, reflecting
Wilmar is also one of the largest wheat and rice millers in China. some de-stocking in the industry following the excessive supply of
The Group engages in the milling of wheat into wheat flour and soybeans in 2010. The growth in crush volume was achieved through
the milling of paddy into rice, rice bran and rice bran oil. increased consumption in line with China’s economic growth as well
as increased crushing capacity. China’s soybean meal consumption
As at 31 December 2011, the Group had crushing plants and flour grew by about 16% to 43.0 million MT in 2011, while consumption
and rice mills located in the following countries: in soybean oil increased by 6% to 11.0 million MT.
Flour Rice 2011 was a challenging year as commodity prices were volatile due
Crushing milling milling to uncertain market conditions. Soybean prices remained high for
Subsidiaries the first three quarters of 2011 after the surge in prices in the last
China 50 9 14 quarter of 2010. During the fourth quarter of 2011, soybean prices
Malaysia 1 – – fell sharply due to higher than expected supply of soybeans from
Vietnam 1 – – Brazil and Argentina as well as the debt crisis in Europe.
South Africa 2 – –
Total no. of plants 54 9 14
Total capacity (million MT p.a.) 20 3 2 Our Performance
Associates During the year, the Group reported a growth of 9% in volume
China 14 1 1 to 19.9 million MT, due mainly to improved demand from the
India 8 – – livestock industry as well as higher flour and rice volume. Despite
Russia 2 – – a competitive operating environment, the Group’s pretax margins
Malaysia – 5 – improved significantly in 2011 due to the timely purchases of raw
materials. This contributed to a 260% increase in pretax profit to
Others – 2 –
US$422.9 million.
Total no. of plants 24 8 1
Total capacity (million MT p.a.) 10 2 <1
1,500 tonnes
reclamation plant commenced in February 2011. The plant
has been fully operational since November 2011.
o f wa s t e wat e r p e r day
Outlook and strategy continue to drive demand for high quality food and agri-products.
Market conditions are expected to remain challenging in 2012 for The Group remains committed to research and development to
Oilseeds and Grains due to increased industry crushing capacity produce new and better quality products to meet customers’
and volatile commodity prices. However, growth in China will discerning expectations.
Wilmar produces consumer packs of edible oils, rice, flour and The total industry volume for consumer pack rice in China was
grains which are marketed under its own brands. In China, the approximately 6.0 million MT in 2011 while the total industry
Group is the largest producer of consumer pack edible oils with volume for consumer pack flour grew by 25% to 2.0 million MT in
approximately 50% market share. The Group also has significant 2011. The market share for consumer pack rice and flour versus
share in the consumer pack edible oils markets in India, Indonesia, other forms of rice and flour remain relatively low at less than 5%.
Vietnam and Bangladesh. Its joint venture in India, Adani Wilmar
Limited, is the leading producer of consumer pack oils, having
approximately 15% market share. In Indonesia, the Group is the Our performance
second largest producer of consumer pack oils with over 30% During the year, the Group’s total sales volume was 20% higher
market share. In Vietnam, the Group is the largest producer of compared to 2010 mainly due to improved sales of consumer
consumer pack oils with over 55% market share. Wilmar is also pack oils, flour and rice in China. However, pretax margin was
one of the leading producers in Bangladesh with close to 20% lower than in 2010 because of the price increase restriction in
market share. China during the first seven months of 2011 together with the
higher feedstock cost. This resulted in a 43% decline in pretax
The Group’s rice and flour businesses in China continued to profit to US$85.3 million.
progress in 2011 as volumes increased more than 30% respectively
in each business.
Outlook and strategy
The Group is optimistic about the longer-term prospects for
Industry trend in 2011 consumer products due to economic growth, low per capita
The total industry volume for consumer pack oils in China grew consumption and the continued shift from the consumption
by about 11% to approximately 6.7 million MT in 2011. The market of loose to quality branded consumer pack products in its key
share for consumer pack oils versus other forms of edible oils markets. In these markets, the Group will continue to focus on brand
increased from 26% of total edible oils consumed in China in building, increasing retail penetration and product innovation to
2010 to 27% in 2011, reflecting the rising popularity of pack oils. strengthen its market presence.
Wilmar is one of the largest oil palm plantation owners with a total Higher FFB production
planted area of 247,081 hectares (ha) as at 31 December 2011. About The Group’s FFB production rose 22% to 4.1 million MT due to
74% of the total planted area is located in Indonesia, 24% in East an increase in mature area from 186,688 ha in 2010 to 205,485
Malaysia and 2% in Africa. In Indonesia, it also manages 38,021 ha ha. FFB yield increased to 19.8 MT per ha due to improved crop
under the Group’s Plasma scheme. It processes fresh fruit bunches trend, improving yield of the young palm trees and favourable
(FFB) sourced from its own plantations, smallholders under the weather conditions.
Plasma and Outgrowers schemes, as well as third-party suppliers.
The crude palm oil (CPO) and palm kernel produced by its palm oil
mills are predominantly supplied to its refineries and palm kernel Sustainability and certification
crushing plants. The Group’s plantations and milling processes adhere strictly to the
Principles and Criteria of the Roundtable on Sustainable Palm Oil
The Group also owns plantations in Uganda and West Africa via joint (RSPO), which include the protection of high conservation value land,
ventures. Total planted area in Uganda and West Africa are approximately treatment of wastewater and provision of community services. The
6,000 ha and 39,000 ha respectively. In addition, the joint ventures Group is on track with the audit progress for RSPO certification of its
manage over 300 ha and 140,000 ha under the Outgrowers scheme plantations and mills. Thus far, all of its Malaysian mills and five of its
in Uganda and West Africa respectively. Indonesian mills have successfully completed certification.
Our performance
16% 12% 0 – 3 years The Group registered a pretax profit of US$733.8 million in 2011, a
15% increase from 2010. Pretax profit included a revaluation gain
4 – 6 years
from biological assets of US$262.7 million. The revaluation was made
14% Total planted area 7 – 14 years to better reflect the current market value of palm plantations and
= 247,081 ha 33% 15 – 18 years an increase in the Group’s mature hectarage. Excluding this gain,
pretax profit was US$471.2 million, a 22% growth from pretax profit
> 18 years in 2010. This was mainly because of higher production and CPO
25% prices realised. Unit production costs for 2011 were higher due to
increased labour, fertiliser, fuel and repairs and maintenance costs.
Outlook and strategy higher mature hectarage and yield improvement. The Group is also
Consumption for palm oil is expected to grow steadily over the optimistic about the longer-term prospects for Africa because of its
years. Emerging markets like China, India, Indonesia and Pakistan are availability of land and labour as well as suitable climate. Wilmar will
expected to be the key demand drivers for palm oil. The Group will continue to explore opportunities to expand its hectarage mainly
increase its planted area through new plantings and acquisitions. in Indonesia and Africa.
Indonesia will be largely responsible for supply growth through
Wilmar expanded into the sugar business in 2010 through the As at 31 December 2011, the Group has sugar mills and refining
acquisition of Sucrogen Limited, one of the world’s largest raw sugar plants in the following countries:
producers, and PT Jawamanis Rafinasi, a leading sugar refiner in Milling Refining
Indonesia. In 2011, the Group further expanded its sugar presence Australia 8 2
in both Indonesia and Australia. In July, it acquired Duta Sugar New Zealand – 1
International, one of the eight licensed sugar refineries in Indonesia. Indonesia – 2
In December, the Group (through Sucrogen) increased its raw
Total no. of mills / plants 8 5
sugar capacity by about 10% through the successful acquisition of
Total annual capacity (million MT) 17 2
Proserpine Mill, Australia’s fifth largest sugar mill.
The Group’s sugar business involves the milling of sugarcane to Industry Trend
produce raw sugar and the refining of raw sugar to produce food- In 2011, adverse weather conditions, a number of crop surprises
grade products. In addition, the Group produces ethanol as a well as coupled with an unpredictable macro-economic environment
fertiliser, using by-products from its milling operations. The Group’s resulted in an uncertain and volatile sugar market throughout the year.
mills in Australia also generate their own electricity by burning
sugarcane fibre (bagasse). Excess electricity not required in the Sugar prices reached a record of around 36 cents/pound in February
milling operations is sold into the local electricity grid. on the back of a tight world market exacerbated by cyclone Yasi
hitting Australia. Prices started to decline following the earthquake
The refining of sugar produces food-grade products such as white in Japan, riots in North Africa and an unexpected record crop in
sugar, brown sugar, caster sugar and syrups. The Group’s sugar refining Thailand, resulting in prices hitting a low of 20 cents/pound in early
business supplies a broad range of industrial and consumer markets May. A lower than expected crop in Brazil resulted in an up-trend
and its products are distributed in both bulk and packaged forms. around July but prices ultimately ended the year lower at around
23 cents/pound due to record crops in Europe and Russia, as well
In Australia and New Zealand, the Group’s refined sugar products as the uncertainty caused by the European debt crisis.
represent over 60% of volume sales across the retail, food service
and food and beverage ingredients markets. The business also
exports to many Asia Pacific and European markets. The Group Our Performance
owns the leading brands in the Australian and New Zealand sugar For FY2011, this new Sugar segment reported a pretax profit of
and sweetener markets, CSR and Chelsea, respectively. The sugar US$141.3 million. Excluding non-operating items, pretax profit was
refining business in Australia and New Zealand is a joint venture US$94.2 million.
with Mackay Sugar who has a 25% stake.
Milling
In Indonesia, both refineries are licensed to import raw sugar and In 2011, the volume of cane crushed was 13.5 million MT while
supply refined sugar to the food and beverage manufacturing commercial cane sugar content was 13%. The Milling business
industry. The Group has a market share of more than 20% in Indonesia. reported revenue of US$1.16 billion and volume of approximately
Sucrogen’s Pioneer Mill, in the Burdekin region, has one of In addition to producing renewable electricity, Sucrogen
Australia’s largest cogeneration plants operating on bagasse. also produces renewable fuel (ethanol) from a milling by-
Completed in July 2005, the plant is capable of generating product – molasses. These two activities allow Sucrogen to
68 megawatts (MW) of power. Pioneer Mill houses specially fully balance the direct carbon emissions from its raw sugar
designed storage pads to accommodate excess bagasse from production activities, ensuring a sustainable operating model
Sucrogen’s three other Burdekin mills, thereby enabling it to for the future.
2.7 million MT. Sales volume included 1.8 million MT of raw sugar, Outlook and Strategy
with the balance from molasses, liquid fertiliser and ethanol. Pretax Asian and Middle Eastern countries are expected to account for
profit was US$85.7 million for the year. Excluding non-operating around 50% of total world sugar imports given their economic growth
items*, pretax profit was US$48.5 million. Pretax profit was affected and low per capita sugar consumption. In particular, Indonesia is
by the receipt of poorer quality stand over cane from the previous expected to be one of the largest sugar importers in 2012, importing
season with high impurity levels and low cane extraction rate, as around two to three million MT of sugar.
well as wet weather downtime in certain regions.
The Group is well positioned to meet this potential growth in Asia and
Merchandising and Processing intends to grow its sugar operations through investment in research
The Merchandising and Processing business reported a revenue of and development, asset renewal, new product development and
US$2.04 billion and sales volume of 2.5 million MT. Pretax profit was expansion into key international markets. In pursuing this strategy,
US$55.5 million for the year. Excluding non-operating items*, pretax the Group intends to combine an experienced sugar management
profit was US$45.7 million. The business benefited from favourable team, extensive business network and global market intelligence to
margins in the first nine months of the year. identify growth opportunities through internal expansion as well
* Non-operating items included an accounting profit relating to pre-acquisition hedging as acquisitions and investments in key markets including Indonesia
reserves, a foreign exchange gain arising from US$ intercompany loans and interest and other high potential Asian markets.
expense on borrowings directly attributable to the funding of the Sucrogen acquisition.
Fertiliser Shipping
The bulk of the Group’s fertiliser outputs is sold in Indonesia. Wilmar is As part of the Group’s integrated business model, it owns a fleet
one of the largest fertiliser players in Indonesia, with production lines of vessels which caters primarily to in-house needs. The fleet
focusing on NPK (nitrogen, phosphorus and potassium) compound improves the flexibility and efficiency of its logistics operations.
fertilisers. It also engages in the trading and distribution of potash, About 30% of the Group’s liquid bulk shipping requirement is met
phosphate, and nitrogen fertilisers as well as secondary nutrients by internal vessels. Its subsidiary, Raffles Shipping Corporation Pte
and trace element products. Wilmar has been able to maintain Ltd, manages the shipping operations.
substantial market shares of both potash and NPK in Indonesia,
particularly in the oil palm sector. Customers of the fertiliser products Volumes for vegetable oils and oilseeds increased in 2011. In addition,
are also the Group’s suppliers of FFB, CPO and palm kernel, enabling freight rates for vegetable oils increased. These factors resulted
it to tap this captive market and minimise credit risk. Indonesian oil in higher operating profitability in 2011 for the shipping unit. As
palm plantations have been expanding in the past decade, resulting at 31 December 2011, the Group owned a total of 25 liquid bulk
in increasing demand for fertilisers and providing the Group with vessels with a combined tonnage of 828,000 deadweight tonnes.
opportunities to continuously expand its fertiliser business unit. An
additional line with capacity of 200,000 MT annually will come on The Group currently has outstanding orders for 12 Kamsarmax bulk
stream by the middle of 2012 in Gresik, Surabaya. This will bring the carriers with tonnage of about 82,000 deadweight tonnes each.
Group’s total NPK production capacity to one million MT annually. Two vessels are expected to be delivered around end-March 2012.
In addition, the Group has also placed orders for four handy-sized
Revenue from the Group’s fertiliser unit was higher in 2011 due bulk carriers with tonnage of 36,000 deadweight tonnes each.
to higher sales volume and average selling prices. Higher sales
volume was driven by the full-year benefit of the Group’s new As the volume of edible oils, agri-products and fertilisers merchandised
plant in Gresik, stronger demand from oil palm plantations, and by the Group increases, it will continue to expand its shipping
better fertilisation programmes to increase yields. The prices of fleet and reduce shipping costs by acquiring larger and more cost
all three major nutrients were trending up and ended 2011 at effective vessels.
higher levels compared to the beginning of the year, reflecting
the healthy demand for fertiliser worldwide in view of favourable
commodities prices. Notwithstanding better sales numbers, the
overall profitability of the fertiliser unit declined in 2011 as a result
of higher cost of sales and market competition.
The Group believes the long-term agricultural prospects in
Indonesia remain positive, supported by continual growth in oil
palm acreage. Complementing the existing fertiliser business, the
Group has also focused on the agrochemical market, especially
in glyphosate herbicide.
Bangladesh:
Brand Award
Rupchanda • Best Brand in edible oil category and ranked
12th amongst all brands
520,000 tonnes
Approximate combined supply of certified sustainable
palm oil from mills in Malaysia and Indonesia
32 sustainable growth Wilmar International Limited • ANNUAL REPORT 2011 Wilmar International Limited • ANNUAL REPORT 2011 sustainable growth 33
corporate social
responsibility
2011 has been a rewarding and eventful year for Wilmar in the Some of Wilmar’s refineries, mills and plantations are now certified
arena of sustainability. The Group has achieved considerable against the ISCC standards. The achievement of ISCC certification
milestones with meaningful and strategic collaborations on the signifies that the Group’s products are in compliance with the
environmental conservation front, as well as new international strict sustainability criteria set by the European Union’s Renewable
sustainability benchmarks which it views as a step-up to its Energy Directive.
sustainability commitment. In some other areas however, its
performance fell short of expectations for which it endeavours CONSERVATION INITIATIVES
to provide a transparent report. Biodiversity and Agricultural Commodities
Programme (BACP)
INTERNATIONAL SUSTAINABILITY Under the matched funding initiative of the BACP initiated by the
BENCHMARKS International Finance Corporation, the two-year Zoological Society
RSPO Certification of London-Wilmar project was completed in 2011. This project
All of the Group’s mills and estates in Malaysia have successfully aimed to produce tools to assist oil palm growers to comply with
attained the Roundtable on Sustainable Palm Oil (RSPO) Certification. the RSPO Biodiversity Principles and Criteria (BP&C). As a result,
In Indonesia, five of the Group’s mills have been certified to date, a biodiversity and management toolkit was created to guide
with another one having completed its audit and is awaiting plantations in implementing the RSPO BP&C. The findings of the
certification approval. In total, Wilmar currently has an estimated project were also shared with plantation companies in Indonesia
production of about 520,000 tonnes of certified sustainable palm through workshops and a symposium in London attended by a
oil per annum. spectrum of sector representatives including industry players and
non-government organisations.
ISCC Certification
In addition to the RSPO certification, Wilmar is also diligently Encouraged by the project’s success, Wilmar signed a further one-
pursuing the International Sustainability and Carbon Certification year project extension with the Zoological Society of London that
(ISCC) which is developed for the certification of biomass and will focus on developing tools to assist growers on the monitoring
bioenergy with specific sustainability components across the of their High Conservation Value (HCV) areas as this is an aspect
entire biofuel supply chain. These components include: where very little guidance is currently provided to oil palm
growers. This new project will also see the novel development of
• Reduction of greenhouse gas emissions
a comprehensive database system.
• Sustainable use of land
• Protection of natural biospheres Orang Utan and Nature Conservation Education
Programme
• Social sustainability
In February, Wilmar held a week-long joint education programme
on the conservation of orang utans and nature with YAYORIN, an
Back home in Singapore, Wilmar continues to advocate the value of Wilmar reinforces its advocacy of education through its China subsidiary.
The Yihai Kerry Scholarship Programme will benefit about 200 students
higher education through supporting several tertiary institutions. each year from 2011 to 2014 from five leading universities in China.
Environment
Paraquat Usage
Wilmar has, in 2011, fulfilled its commitment to completely phase out the use of paraquat, which is one of the most controversial
herbicides typically used for weed control in oil palm.
Water Usage
2010 2011 2010 2011 2010 2011 2010 2011 2010 2011
SABAH SARAWAK CENTRAL WEST Sumatra
KALIMANTAN KALIMANTAN
biological oxygen demand (BOD) levels by region and discharge destination (mg/l)
4,907*
864
614 558
29 170 170 173 111
38 26 28
2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011
SABAH SARAWAK Sumatra WEST central sumatra
KALIMANTAN kalimantan
R i v er D i sc h ar g e L a n d a p p l i c at i o n
Notes:
* The surge in BOD level in Central Kalimantan was due to a new mill whose effluent pond was not running well. While it is within the legal limit of 5,000mg/l for land application in Indonesia,
necessary corrective measures will be implemented and improvement targets set.
• There is no river discharge from the mills at Central Kalimantan as their effluent is sent directly to the plantations for land application.
• There is no land application activity in West Kalimantan.
4.94
3.21
2.79 2.77
1.90
1.85
0.21 0.12
2010 2011 2010 2011 2010 2011 2010 2011 2010 2011
SABAH SARAWAK CENTRAL WEST Sumatra
KALIMANTAN KALIMANTAN
3.93
1.34
0.61
0.14 – 0.13 0.06
2010 2011 2010 2011 2010 2011 2010 2011 2010 2011
SABAH SARAWAK CENTRAL WEST Sumatra
KALIMANTAN KALIMANTAN
Note:
Data for West Kalimantan is not available for 2010.
0
2010 2011 2010 2011
malaysia indonesia
Note:
* Restated from 10 to 8 due to a different definition adopted by the Indonesian operations.
Over 90,000
Global staff strength of diverse talent and culture
40 sustainable growth Wilmar International Limited • ANNUAL REPORT 2011 Wilmar International Limited • ANNUAL REPORT 2011 sustainable growth 41
human capital
management
The Group’s business success is backed by a workforce of over 90,000 professionalism. Furthermore, a customised Learning Management
people globally. In 2011, the focus of its human resource strategy System has been developed to deliver a robust and engaging learning
was the strengthening of corporate culture, people development management solution as part of the wider workforce development
and nurturing talent to meet future manpower needs. plan to drive performance and support career development through
skill-upgrading of the workforce.
Nurturing Talent for Sustainability Wilmar will continue to review regularly its human resource policies,
Manpower capability will continue to be a vital factor in Wilmar’s including a comprehensive and competitive compensation and
steady expansion. The Group’s extensive talent acquisition plans and benefits scheme, to ensure their effectiveness in retaining talent as
Talent Management Framework will enable it to fulfil its manpower well as motivating staff towards higher standards of performance,
needs to support the business. dedication and commitment.
The PPM System will be implemented within WCS in mid 2012 and Sustainable Growth Model
subsequently across the Wilmar group. WCS’ business strategy is to achieve sustainability with its clients. Its
growth model stems from operating from the heart of our clients’
businesses, from the technical system implementation to strategic
Testaments of Outstanding performance improvement. At the same time, WCS manages its
Performance operation with efficiency, in particular the hiring, training and deploying
In 2011, WCS was rewarded with accolades from the industry for its of resources around the world.
achievements. These will motivate the team to further its commitment
to excellence. To learn more about WCS’ services, please go to www.wcs-global.com.
In carrying out its duties, the RMC is assisted by the Executive 5. Remuneration Committee
Risk Committee (“ERC”). The ERC reviews trade positions and The Remuneration Committee (“RC”) comprises four members,
limits to manage overall risk exposure and is thus responsible namely Mr Kwah Thiam Hock (Chairman), Mr Kuok Khoon Ean,
for monitoring the overall effectiveness of the Group’s risk Mr Yeo Teng Yang and Mr Leong Horn Kee. Other than Mr Kuok
management system. The members of the ERC are Mr Kuok Khoon Ean who is a Non-Executive Director, all RC members are
Khoon Hong, Mr Martua Sitorus, Mr Teo Kim Yong and Mr Ho Independent Directors. The RC meets at least once a year with
Kiam Kong, the Company’s Chief Financial Officer, who was the Chief Executive Officer (“CEO”) in attendance. The role of the
appointed an ERC member on 1 January 2012 to replace Mr RC is set out in Principle 7 of this report.
Chua Phuay Hee who retired on 31 December 2011.
The Directors’ attendance at the Board and Board Committee
meetings during the financial year ended 31 December 2011 is
set out as follows:
The Board collectively views that its current size complies with the 3. To determine annually whether a Director is “Independent”, in
Code and is effective. The Board will review, from time to time, the need accordance with the guidelines contained in the Code.
to revise its size and composition taking into consideration further 4. To decide whether a Director is able to and has adequately
expansion of the Group’s business and will determine the impact of the carried out his duties as a Director of the Company, in particular,
effectiveness of any proposed change on its current size. whether the Directors concerned have multiple board
representations or if any of these multiple directorships are in
conflict with the interests of the Company.
5. To decide how the Board’s performance may be evaluated and
to propose objective performance criteria.
The NC is of the view that although some Directors hold other PRINCIPLE 7
non-Group Board representations, they are nevertheless able to Procedures for Developing
carry and have effectively carried out their duties as Directors of Remuneration Policies
the Company. The RC is set up to assist the Board to ensure that competitive
remuneration policies and practices are in place to attract,
motivate and retain talented executives and to administer and
PRINCIPLE 5 review the Company’s share option plans. The members review and
recommend to the Board remuneration policies and packages for
Board Performance
the Directors and key executives of the Group. Recommendations
The NC has in place, a process for the evaluation of the Board’s
are then submitted to the Board for endorsement. No Director is
effectiveness as a whole. The evaluation is done through written
involved in deciding his own remuneration.
assessments by individual directors. The objective of the annual
evaluation is to identify areas for improvement to implement
In discharging their duties, the RC members have access to advice
appropriate actions. In appraising the Board’s effectiveness,
from the Human Resource department and external advisors,
the assessment is based on factors including the Board’s
whenever necessary. Industry practices and norms are taken into
understanding of the Group’s business operations, development
consideration to ensure that the remuneration packages remain
of strategic directions and the effectiveness of Board meetings to
competitive.
facilitate discussion and decision on critical and major corporate
matters. The collated findings are reported and recommendations
The RC is chaired by Mr Kwah Thiam Hock and its members are Mr
are submitted to the Board for review and further enhancement
Yeo Teng Yang, Mr Leong Horn Kee and Mr Kuok Khoon Ean. Mr
of the Board’s effectiveness. Performance criteria such as key
Kuok Khoon Ean is a Non-Executive Director while the Chairman
performance indicators of the Company as well as a benchmark
and the other members of the RC are Independent Directors.
index of its industry peers are reviewed on a quarterly basis, while
the Company’s share price performance vis-à-vis the Singapore
Straits Times Index is reviewed from time to time.
Name of Directors Director’s Salary Benefits Amortisation of Variable Total Remuneration Band
Fee Share Option Bonus
Expenses*
Executive Directors
Kuok Khoon Hong Nil 17% 2% 6% 75% 100% S$4,000,000 to S$4,250,000
Martua Sitorus Nil 18% 1% 5% 76% 100% S$3,500,000 to S$3,750,000
Lee Hock Kuan** Nil 5% – 18% 77% 100% S$3,250,000 to S$3,500,000
Teo Kim Yong Nil 23% 1% 28% 48% 100% S$2,000,000 to S$2,250,000
Chua Phuay Hee Nil 25% 1% 30% 44% 100% S$2,000,000 to S$2,250,000
Non-Executive Directors
Kuok Khoon Ean 36% – – 64% – – S$250,000 and below
John Daniel Rice 35% – – 65% – – S$250,000 and below
Kuok Khoon Chen 46% – – 54% – – S$200,000 and below
Independent Non-Executive Directors
Yeo Teng Yang 42% – – 58% – 100% S$300,000 and below
Leong Horn Kee 38% – – 62% – 100% S$250,000 and below
Tay Kah Chye 42% – – 58% – 100% S$250,000 and below
Kwah Thiam Hock 42% – – 58% – 100% S$250,000 and below
Top 5 Key Executives
Goh Ing Sing Nil 25% – 26% 49% 100% S$1,250,000 to S$1,500,000
Matthew John Morgenroth Nil 32% 5% 26% 37% 100% S$1,250,000 to S$1,500,000
Yee Chek Toong Nil 31% 1% 19% 49% 100% S$1,250,000 to S$1,500,000
Rahul Kale Nil 42% – 14% 44% 100% S$1,000,000 to S$1,250,000
Kenny Beh Hang Chwee Nil 37% – 22% 41% 100% S$750,000 to S$1,000,000
* The fair values of the options granted under the Wilmar Executives Share Option Scheme 2000 and Wilmar Executives Share Option Scheme 2009, are estimated at the respective grant
dates using trinomial option pricing in the Bloomberg Executive Option Valuation Module and binomial options pricing model respectively.
** Mr Lee Hock Kuan retired on 31 March 2011. His remuneration includes a gratuity for his 28 years of service with the Group.
The members of the AC perform the following functions: During the last financial year, the AC met four times to review, inter
alia, the following:
• To review the criteria for the appointment of a professional
public accounting firm as the external auditors to the • The financial statements of the Company and the Group
Company; before each of the announcements of the Company’s quarterly
results. During the process, the AC reviewed, among other
• To review with the external auditors, their evaluation of the things, the key areas of management judgment applied for
system of internal accounting controls; adequate provision and disclosure, critical accounting policies
• To review and approve the scope and results of the external and any significant changes made that would have an impact
audit, its cost effectiveness and the independence and on the financial statements;
objectivity of the external auditors; • The external auditors’ plans for the purpose of discussing
• To review with the external auditors, their audit report, the scope of the audit and reporting obligations before
findings and recommendations. Where the external auditors the audit commences. All significant audit findings and
also supply a substantial volume of non-audit services to the recommendations made by the external auditors were
Company, to review the nature and extent of such services to discussed, and where appropriate, implementation of such
maintain the independence of the auditors; recommendations were followed up with Management;
• To review and approve the financial statements of the • The independence and objectivity of the external auditors
Company and the consolidated financial statements of the through discussions with the external auditors as well as
Group for submission to the Board of Directors for approval; reviewing the nature and volume of non-audit services
provided by them. The AC is satisfied that such services do not
• To review the assistance given by the Company’s officers to affect the independence or objectivity of the external auditors;
the external auditors;
• The internal audit findings raised by the internal auditors.
• To nominate external auditors for re-appointment; During the process, material non-compliance and internal
• To ensure that the internal audit function is adequately control weaknesses were reviewed and discussed. The AC
resourced and has appropriate standing within the Group. ensured that appropriate follow-up actions had been taken
For the avoidance of doubt, the internal audit function can regularly with Management on outstanding internal audit
be discharged either in-house, outsourced to a reputable issues; and
accounting/auditing third-party firm or performed by a major
The AC has recommended to the Board the re-appointment of Ernst The AGM is the main forum for dialogue with shareholders and they
& Young LLP, a firm registered with the Accounting and Corporate are encouraged to meet with the Board and senior management so
Regulatory Authority, as the Company’s external auditors at the as to have a greater insight into the Group’s operations. Shareholders
forthcoming AGM. who hold shares through nominees are allowed, upon prior request
through their nominees, to attend the AGM as proxies without
being constrained by the two-proxy rule.
PRINCIPLES 12 & 13
Internal Controls and Audit The Company also communicates through holding formal media
Reporting to the AC, the Internal Audit department carries out and analysts’ briefings of the Group’s quarterly results, chaired by
internal audit reviews and performs checks and compliance tests the Chairman and CEO, together with Executive Directors and
of the Group’s systems of internal controls, including financial key Management members. Briefing materials are disseminated
and operational controls and risk management. Audit work is through announcements to the SGX-ST.
prioritised and scoped according to an assessment of the different
risk exposures, including financial, operational and technology risk. Shareholders and the public can access the Company ’s
Ad-hoc reviews are also conducted on areas of concern identified announcements, media releases, presentation materials used at
by Management and the AC. briefings and other corporate information posted on its official
website www.wilmar-international.com.
The Internal Audit department, headed by Mr Patrick Tan, meets
the Standards for the Professional Practice of Internal Auditing of
the Institute of Internal Auditors. The department has unrestricted DEALINGS IN SECURITIES
access to all records, properties, functions and co-operation from The Group has in place procedures for prohibiting dealings in the
Management and staff, as necessary, to effectively discharge its Company’s shares by all staff while in possession of price-sensitive
responsibilities and is independent of the activities it audits. information and during the period commencing two weeks prior
to the announcement of the Company’s quarterly results and
The Board and the AC have reviewed the adequacy of the Group’s one month prior to the announcement of the Company’s full year
internal controls that address the Group’s financial, operational results. Directors and employees are reminded to avoid dealing in
and compliance risks. Based on the review conducted, the Board the Company’s shares on short-term considerations and to observe
and AC are of the opinion that in the absence of any evidence to insider trading laws at all times, even when dealing in securities
the contrary, the systems of internal controls in place are adequate during the permitted trading period.
in meeting the current scope of the Group’s business operations.
The Board notes that no system of internal control can provide
absolute assurance against the occurrence of material errors, poor
judgment in decision-making, human error, losses, fraud or other
irregularities.
Name of Interested Person Aggregate value of all Interested Person Aggregate value of all Interested
Transactions during the financial year Person Transactions conducted under
under review (excluding transactions shareholders’ mandate pursuant to Rule
less than S$100,000 and transactions 920 (excluding transactions less than
conducted under shareholders’ mandate S$100,000)
pursuant to Rule 920)
2011 2011
US$’000 US$’000
Archer Daniels Midland Group NIL 4,360,850
Associates of Kuok Khoon Hong & NIL 9,959
Martua Sitorus
Kuok Khoon Ean’s Associates# 290,817 32,739
Martua Sitorus’ Associates NIL 79,508
Kuok Khoon Hong’s Associates NIL 1,447
PPB Group Berhad 240,974 NIL
Kuok Brothers Sdn Berhad 3,661 124
#
The IP associates for Mr Kuok Khoon Chen and Mr Kuok Khoon Ean are substantially the same, and are not disclosed separately to avoid duplication.
MATERIAL CONTRACTS
During the financial year, there were no material contracts entered into by the Company or any of its subsidiaries involving the interests
of any director or a controlling shareholder of the Company except those announced via SGXNET from time to time in compliance with
the SGX-ST Listing Manual.
Save as mentioned above, there are no other material contracts entered into by the Company or any of its subsidiaries involving the
interest of the CEO, Director or controlling shareholder, which are either subsisting at the end of the financial year ended 31 December
2011 or, if not then subsisting, entered into since the end of the previous financial year ended 31 December 2010.
58 Financial Review
63 Directors' Report
71 Statement by Directors
72 Independent Auditors' Report
74 Consolidated Income Statement
75 Consolidated Statement of
Comprehensive Income
76 Balance Sheets
78 Statements of Changes in Equity
81 Consolidated Cash Flow Statement
83 Notes to the Financial Statements
172 Statistics of Shareholdings
174 Notice of Annual General Meeting
Proxy Form
CAPITAL STRUCTURE
Wilmar maintains an efficient capital structure to support our business operation and maximise returns to shareholders while preserving our
balance sheet strength. Given the nature of our business, we require a high level of financing to fund our working capital requirements. The
level of funding fluctuates in accordance with prices of agricultural commodities and business volume.
In FY2011, working capital requirements were quite stable, contributing to the Group’s positive cash flows from operating activities. Together
with proceeds from loans and borrowings, we continued to invest in property, plant and equipment, subsidiaries, associates and other
deposits placed with financial institutions. Our balance sheet and capital structure remained strong throughout the period.
Shareholders’ funds of the Group increased by US$1.5 billion to US$13.4 billion while total loans and borrowings were up US$3.5 billion to
US$20.9 billion as at 31 December 2011. Loans and borrowings net of cash and other bank deposits, was US$2.4 billion higher at US$13.0 billion.
Net debt to equity ratio increased but remained healthy at 0.97x as at 31 December 2011, up from 0.90x a year ago. Interest cover, while
lower in line with increased borrowings and borrowing cost, was still at a comfortable level of 7.3x (FY2010: 23.0x).
As mentioned, a large proportion of our borrowings is used for working capital financing. Our working capital comprises very liquid or
near cash assets like inventories and trade receivables. Inventories are primarily agricultural commodities with a ready market, while trade
receivables have short turnover period and are substantially supported by documentary credit. Hence, after adjusting the net debt level for
liquid working capital, our net debt to equity ratio would be much lower at 0.47x.
Net loans and borrowings (excluding liquid working capital) 6,303.4 4,571.3
* In accordance with FRS 103, the Group has restated the prior year’s figures subsequent to the finalisation of purchase price allocation exercise for the acquisition of Sucrogen Limited
and its subsidiaries.
During the year, the Group’s short term loans and borrowings increased by US$3.5 billion. More than 80% of short term loans and borrowings
were trade financing lines with minimal refinancing risks as they are backed by inventories and receivables and are self-liquidating. Long
term loans and borrowings were committed loans, due from 2013 onwards.
The majority of the Group’s loans and borrowings were denominated in United States Dollar (US$) while the balance represented borrowings
in the local currencies of the countries where we operate. These currencies consisted mainly of Chinese Renminbi (RMB), Indonesian Rupiah
(IDR), Malaysian Ringgit (MYR) and Australian Dollar (AUD).
With the exception of the zero-coupon convertible bonds of US$558.4 million (31 December 2010: US$545.7 million), our loans and
borrowings were predominantly on floating rates.
In January 2012, under a Guaranteed Medium Term Note Programme established on 28 December 2011, the Group issued S$250.0 million
3.5% Notes due 2017 and S$100.0 million 4.1% Notes due 2019. The programme enables us to diversify our funding sources and to meet
our medium-term funding requirements.
The increase in deposits pledged for bank facilities was in line with the Group's increased loans and borrowings.
Credit risk. The majority of the Group’s export sales require documentary credit from customers. Our domestic sales are executed on
•
cash terms or where appropriate, credit terms are granted. We conduct thorough credit assessment before granting credit terms and
limits, which are then monitored closely for adherence. The terms and limits are reviewed periodically and revised where necessary,
taking into account customers’ credit worthiness and market conditions.
Liquidity risk. The Group maintains sufficient liquidity by closely monitoring our cash flow and maintaining sufficient credit facilities,
•
including the use of trade finance for the Group’s raw material purchases. The Group also aims at maintaining flexibility in funding by
keeping credit facilities available with different banks.
Interest rate risk. The Group has minimal exposure to interest rate risk as most of our loans and borrowings are short term and trade
•
related, with interest costs typically priced into our products and passed on to customers. For long-term borrowings, the Group may
use financial instruments such as interest rate swaps to hedge or minimise our interest rate risk.
Foreign currency risk. Currency risk arises as entities in the Group regularly transact or borrow in currencies other than their
•
respective functional currencies, including US$, RMB, IDR, MYR and AUD. We seek to manage our currency risk by constructing natural
hedges where we match sales and purchases in the same currency or through financial instruments, such as foreign currency forward
contracts. The Group is also exposed to currency translation risk arising from its net investments in foreign operations, which are not
hedged as these currency positions are considered long-term in nature.
Commodity price risk. The prices of agricultural commodities can be very volatile, exposing the Group to commodity price risk as
•
our sale and purchase commitments do not normally match at the end of each business day. The Group uses forward physical and/or
derivative contracts to mitigate such risk.
Market price risk. Market price risk is the risk that the fair value or future cash flows of the Group’s financial instruments will fluctuate
•
because of changes in market prices (other than commodity price, interest or exchange rates). The Group is exposed to equity price
risk arising from its investment in quoted equity instruments. These instruments are classified as held for trading or available-for-sale
financial assets.
FY2011 FY2010
US$ million US$ million
Net cash flows generated from/(used in) operating activities 1,947.7 (2,318.8)
Net cash flows used in investing activities (2,068.2) (2,628.9)
Net cash flows generated from financing activities 999.7 4,955.9
Net increase in cash held 879.2 8.2
Turnover days:
Inventory 64 60
Trade receivables 28 28
Trade payables 12 12
Note: Turnover days for the current and preceding financial years are now calculated by averaging the monthly turnover days. Monthly turnover days are computed using revenue and
cost of sales for the month. In the past, turnover days were calculated based on year-to-date revenue and cost of sales. The change is made to better reflect the true turnover period
in view of the seasonality of the Group’s business.
• Approximately US$2.1 billion was used in investing activities, of which US$1.6 billion was applied towards plantations development,
property, plant and equipment and US$355.8 million for investment in subsidiaries and associates.
Major additions of property, plant and equipment during the year included crushing plants, edible oils refineries, flour and rice mills,
and oleochemicals plants in China; edible oils refineries, oleochemicals plant and palm oil mills in Indonesia; and the construction
of vessels.
• US$1.0 billion was generated from financing activities. Included in here was net proceeds of US$3.0 billion (net of increase in fixed
deposits pledged with financial institutions for bank facilities) raised from loans and borrowings. Uses of funds included US$1.7 billion
placed as other deposits with financial institutions and US$279.8 million for the payment of dividends to the shareholders of
the Company.
The Group’s US$2.6 billion of term loans and convertible bonds due for repayment in FY2012 and an estimated US$1.5 billion of capital
expenditure for FY2012, are expected to be met by internal resources and loans and borrowings.
Operationally, assuming no major movements in the prices of agricultural commodities, our funding requirements coincide with the
seasonality of sales. Typically, the third quarter of the year is the seasonal peak in terms of sales volume. The additional funding requirements
for that quarter should be met by the Group’s healthy liquidity position.
Currently, Wilmar has a share buy-back mandate which will be expiring on 27 April 2012, being the date of the forthcoming Annual General
Meeting. Shareholders’ approval for the proposed renewal of the mandate will be sought at an Extraordinary General Meeting on the same
date. Share purchases would be made only when it is in the best interests of the Company and in appropriate circumstances which will not
materially and adversely affect the liquidity and orderly trading of the Company’s shares, including the working capital requirements and
gearing level of the Group.
ACCOUNTING POLICIES
The Group’s financial statements have been prepared in accordance with Singapore Financial Reporting Standards (FRS). The preparation of
financial statements requires management to exercise judgement and to use estimates and assumptions. Significant accounting judgement,
estimates and assumptions, which are discussed in greater detail in the Notes to the Financial Statements, include:
• Assessment for impairment of goodwill and brand which requires an estimate of the expected future cash flows from the
cash-generating unit and a suitable discount rate for present value calculation.
• Depreciation of plant and equipment which is based on management estimates of their useful lives. Changes in the expected level
of usage and technological developments could impact the economic useful lives and the residual values of these assets. Therefore,
future depreciation charges could be revised.
• Provision for income taxes involves significant judgement as there are transactions and computations for which the ultimate tax
determination is uncertain during the ordinary course of business. Where the final tax outcome is different, such differences will
impact the income tax and deferred tax provisions in the period in which such determination is made.
• Biological assets, which are stated at fair value less point-of-sale costs, are estimated by reference to an independent valuer’s assessment.
Changes in the conditions of the biological assets could impact the fair value of these assets.
The directors are pleased to present their report to the members together with the audited consolidated financial statements of Wilmar
International Limited ("the Company" or “Wilmar”) and its subsidiaries (collectively, "the Group") and the balance sheet and statement of
changes in equity of the Company for the financial year ended 31 December 2011.
DIRECTORS
The directors of the Company in office at the date of this report are:
Company
Wilmar International Limited
(Ordinary Shares)
Company
Wilmar International Limited
(Share options exercisable at S$6.68 per share)
Except as disclosed in this report, no director who held office at the end of the financial year, had interests in shares, convertible securities,
share options, warrants or debentures of the Company, or of related corporations, either at the beginning of the financial year or at the end
of the financial year.
Under the Wilmar ESOS 2009, the option entitles eligible participants to subscribe for ordinary shares in the Company at a price equal to the
average of the closing prices of the Company’s shares on the Singapore Exchange Securities Trading Limited (“SGX-ST”) on the five trading
days immediately preceding the date of the grant of the option (“Market Price”) or at a discount to the Market Price (up to a maximum
of 20%).
The maximum number of shares (in respect of the options) that may be granted under the Wilmar ESOS 2009, after taking into account of
(i) the total number of new shares issued and issuable in respect of all other share-based incentive schemes of the Company (including those
under the Wilmar ESOS 2000); and (ii) the number of treasury shares delivered in respect of options granted under all other share-based
incentive schemes of the Company (if any), shall not exceed 15% of the total issued shares (excluding treasury shares) of the Company on
the date immediately preceding the relevant date of grant.
The aggregate number of shares that may be granted to controlling shareholders (and their associates) of the Company shall not exceed
25% of the total number of shares available under the Wilmar ESOS 2009, provided that the number of shares available to each controlling
shareholder or each of his associates shall not exceed 10% of the total number of shares available under the aforesaid scheme.
There is no restriction on the eligibility of any participant to participate in any other share-based incentive schemes implemented by the
Company or any of its subsidiaries or by any associated company or otherwise.
The Wilmar ESOS 2009 is administered by the Remuneration Committee (“RC”). The members of the RC are Mr Kwah Thiam Hock (Chairman),
Mr Kuok Khoon Ean, Mr Yeo Teng Yang and Mr Leong Horn Kee, the majority of whom are independent directors. The RC is authorised to
determine, inter alia, the persons to be granted options, the number of options to be granted, whether the options continue to be valid
in the event of cessation of employment (as provided under the rules of Wilmar ESOS 2009), the exercise price (including any adjustments
thereto) and to recommend modifications to the Wilmar ESOS 2009 (if deemed appropriate).
On 21 May 2009, a total of 4,750,000 shares under option (“option shares”) were granted to all directors (including two directors who were
controlling shareholders) of the Company at Market Price. As at 31 December 2011, the number of unexercised option shares was 2,700,000,
out of which a total 700,000 unexercised option shares held by past directors (including Mr Chua Phuay Hee, who retired on 31 December
2011) continue to be valid as the options were issued in recognition of their contributions at the time of the grant. The options are valid
for a term of five years from the date of grant, of which 50% are exercisable after the 1st anniversary and the remaining 50% after the 2nd
anniversary of the date of the grant.
All options are exercisable after the 1st anniversary of the date of grant.
No options were granted for the financial year ended 31 December 2011.
No. of
options
granted No. of No. of
As at during options options As at Exercise Exercise
Date of Grant 1.1.11 the year cancelled exercised 31.12.11 Price Period
* Refer to Note 31 for vesting conditions for various tranches of options granted
Aggregate Aggregate
options options
granted exercised
since since Aggregate
Aggregate commencement commencement options
options granted of the option of the option outstanding
during the scheme to scheme to as at
Name of Directors financial year 31.12.11 31.12.11 31.12.11
E xcept as disclosed above, since the commencement of the Wilmar ESOS 2000^ and Wilmar ESOS 2009 (“Option Schemes”) until the end of
the financial year under review:
• Except for options granted on 21 May 2009 to Mr Kuok Khoon Hong (1,000,000 option shares) and Mr Martua Sitorus (800,000 option
shares) who were controlling shareholders on the date of grant, no options have been granted to controlling shareholders of the
Company and their associates;
• No participant has received 5% or more of the total number of options available under the Option Schemes;
• No options that entitle the holders to participate, by virtue of the options, in any share issue of any other corporation have been
granted;
• No options have been granted to directors and employees of the holding company and its subsidiaries as the Company does not have
a parent company; and
AUDIT COMMITTEE
The Audit Committee (“AC”) members at the date of this report are Mr Tay Kah Chye (Chairman), Mr Kwah Thiam Hock and Mr Yeo Teng Yang.
The AC performs the functions specified in Section 201B (5) of the Singapore Companies Act, Cap. 50, the Listing Manual of the Singapore
Exchange Securities Trading Limited (“SGX-ST”), the Singapore Code of Corporate Governance and the Guidebook for Audit Committees in
Singapore issued in 2008.
The principal responsibility of the AC is to assist the Board of Directors in fulfilling its oversight responsibilities. The operations of the AC
are regulated by its charter. The Board is of the opinion that the members of the AC have sufficient accounting, financial and management
expertise and experience to discharge their duties.
Notwithstanding that the Group has appointed different auditors for certain non-significant subsidiaries and associated companies, the
Board and AC are satisfied that such appointments do not compromise the standard and effectiveness of the audit of the Group.
During the year, the AC met four times to review, inter alia, the scope of work and strategies of both the internal and external auditors, and
the results arising therefrom, including their evaluation of the system of internal controls. The AC also reviewed the assistance given by the
Company’s officers to the auditors. The financial statements of the Group and the Company were reviewed by the AC prior to submission to
the directors of the Company for adoption. The AC also met with the external and internal auditors, without the presence of management,
to discuss issues of concern to them.
The AC has, in accordance with Chapter 9 of the Listing Manual of the SGX-ST, reviewed the requirements for approval and disclosure of
interested person transactions, reviewed the procedures set up by the Group and the Company to identify and report and where necessary,
seek approval for interested person transactions and, with the assistance of the internal auditors, reviewed interested person transactions.
The AC was satisfied that proper risk management procedures were in place. It will consider regularly the need to conduct independent risk
management reviews and disclose its decision and the results of such reviews to shareholders and the SGX-ST.
The AC was satisfied with the independence and objectivity of the external auditors and has nominated Ernst & Young LLP for re-appointment
as auditors of the Company at the forthcoming Annual General Meeting.
Further details regarding the AC are disclosed in the Report on Corporate Governance.
AUDITORS
Ernst & Young LLP have expressed their willingness to accept re-appointment as auditors.
21 March 2012
We, Kuok Khoon Hong and Martua Sitorus, being two of the directors of Wilmar International Limited, do hereby state that, in the opinion
of the directors,
(a) the accompanying balance sheets, consolidated income statement, consolidated statement of comprehensive income, statements of
changes in equity and consolidated cash flow statement together with notes thereto are drawn up so as to give a true and fair view of
the state of affairs of the Group and of the Company as at 31 December 2011, and the results of the business, changes in equity and
cash flows of the Group and the changes in equity of the Company for the year ended on that date; and
(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
fall due.
21 March 2012
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 Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial
statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of
the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control
relevant to the entity’s preparation of the consolidated financial statements that give a true and fair view 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 policies used and the reasonableness of accounting estimates
made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements of the Group and the balance sheet and statement of changes in equity of the Company
are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair
view of the state of affairs of the Group and of the Company as at 31 December 2011 and of the results, changes in equity and cash flows of
the Group and the changes in equity of the Company for the year ended on that date.
Singapore
21 March 2012
Attributable to:
Owners of the parent 1,600,840 1,323,974
Non-controlling interests 98,682 130,552
1,699,522 1,454,526
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
2011 2010
US$'000 US$'000
Total other comprehensive income for the year, net of tax 185,030 (45,826)
Attributable to:
Owners of the parent 1,761,398 1,266,573
Non-controlling interests 123,154 142,127
1,884,552 1,408,700
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
Group Company
Note 2011 2010 2011 2010
US$'000 US$'000 US$'000 US$'000
Restated *
ASSETS
Non-current assets
Property, plant and equipment 13 7,468,889 6,266,445 1,278 144
Biological assets 14 1,845,982 1,512,209 – –
Plasma investments 8,499 5,418 – –
Intangible assets 15 4,409,939 4,370,939 397 661
Investment in subsidiaries 16 – – 8,697,067 8,680,663
Investment in associates 17 1,578,746 1,263,659 201,698 200,849
Available-for-sale financial assets 18 193,843 143,825 36,000 36,000
Deferred tax assets 19 226,865 205,724 – –
Derivative financial instruments 20 23,660 131,111 – 85,014
Other financial receivables 21 80,101 106,810 129,473 104,854
Other non-financial assets 21 38,504 50,030 – –
15,875,028 14,056,170 9,065,913 9,108,185
Current assets
Inventories 22 7,265,300 6,737,369 – –
Trade receivables 23 3,502,925 3,118,558 – –
Other financial receivables 21 3,156,123 1,315,439 1,791,780 2,893,968
Other non-financial assets 21 1,368,955 1,406,516 1,667 1,286
Derivative financial instruments 20 239,354 350,091 330 –
Available-for-sale financial assets 18 – 3,010 – –
Financial assets held for trading 18 333,715 316,301 – –
Other bank deposits 24 6,521,570 5,895,314 – –
Cash and bank balances 24 1,376,783 892,498 3,243 3,450
23,764,725 20,035,096 1,797,020 2,898,704
Group Company
Note 2011 2010 2011 2010
US$'000 US$'000 US$'000 US$'000
Restated *
Non-current liabilities
Other financial payables 26 4,691 4,274 – –
Other non-financial liabilities 26 94,612 66,228 – –
Derivative financial instruments 20 43,057 75,234 – –
Loans and borrowings 27 2,479,873 2,521,556 – 545,716
Deferred tax liabilities 19 639,422 527,293 – –
3,261,655 3,194,585 – 545,716
* In accordance with FRS 103, the Group has restated the prior year’s figures subsequent to the finalisation of purchase price allocation exercise for the acquisition of Sucrogen Limited
and its subsidiaries (Note 15).
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
2011
GROUP
Opening balance at 1 January 2011 8,434,768 4,729,552 (1,308,486) 11,855,834 750,458 12,606,292
Profit for the year – 1,600,840 – 1,600,840 98,682 1,699,522
Other comprehensive income
for the year – – 160,558 160,558 24,472 185,030
Total comprehensive income
for the year – 1,600,840 160,558 1,761,398 123,154 1,884,552
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
2010
GROUP
Opening balance at 1 January 2010 8,414,355 3,821,552 (1,304,778) 10,931,129 480,500 11,411,629
Profit for the year – 1,323,974 – 1,323,974 130,552 1,454,526
Other comprehensive income
for the year – – (57,401) (57,401) 11,575 (45,826)
Total comprehensive income for the
year – 1,323,974 (57,401) 1,266,573 142,127 1,408,700
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
2011
COMPANY
Opening balance at 1 January 2011 8,870,907 1,307,593 185,366 10,363,866
Profit for the year – 164,145 – 164,145
Other comprehensive income for the year – – – –
Total comprehensive income for the year – 164,145 – 164,145
2010
COMPANY
Opening balance at 1 January 2010 8,850,494 1,146,072 171,008 10,167,574
Profit for the year – 546,179 – 546,179
Other comprehensive income for the year – – (13,685) (13,685)
Total comprehensive income for the year – 546,179 (13,685) 532,494
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
2011 2010
US$'000 US$'000
2011 2010
US$'000 US$'000
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
1. CORPORATE INFORMATION
Wilmar International Limited (the “Company”) is a limited liability company, incorporated in Singapore and is listed on the Singapore
Exchange Securities Trading Limited (“SGX-ST”).
The registered office and principal place of business of the Company is located at 56 Neil Road, Singapore 088830.
The principal activities of the Company are those of investment holding and the provision of management services to its subsidiaries.
The principal activities of the significant subsidiaries are disclosed in Note 39 to the financial statements.
The financial statements have been prepared on the historical cost basis, except as disclosed in the accounting policies below.
The financial statements are presented in US Dollars (“USD” or “US$”), which is also the parent company’s functional currency, except
when otherwise indicated. All values in the tables are rounded to the nearest thousands (US$’000) as indicated.
The accounting policies have been consistently applied by the Group and the Company and are consistent with those used in the
previous financial year except for the adoption of new and revised FRS as mentioned under Note 2.2 (i).
Amendments to FRS 101 – Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters 1 July 2011
Amendments to FRS 107 Disclosures – Transfers of Financial Assets 1 July 2011
Amendments to FRS 12 Deferred Tax – Recovery of Underlying Assets 1 January 2012
Amendments to FRS 1 – Presentation of Items of Other Comprehensive Income 1 July 2012
FRS 19 – Employee Benefits 1 January 2013
FRS 27 – Separate Financial Statements 1 January 2013
FRS 28 – Investments in Associates and Joint Ventures 1 January 2013
FRS 110 – Consolidated Financial Statements 1 January 2013
FRS 111 – Joint Arrangements 1 January 2013
FRS 112 – Disclosure of Interests in Other Entities 1 January 2013
FRS 113 – Fair Value Measurements 1 January 2013
The Amendments to FRS 1 Presentation of Items of Other Comprehensive Income (“OCI”) is effective for financial periods
beginning on or after 1 July 2012.
The Amendments of FRS 1 changes the grouping of items presented in OCI. Items that could be reclassified to profit or loss at a
future point in time would be presented separately from items which will never be reclassified. As the Amendments only affect
the presentations of items that are already recognised in OCI, the Group does not expect any impact on its financial position or
performance upon adoption of this standard.
FRS 112 is effective for financial periods beginning on or after 1 January 2013.
FRS 112 is a new and comprehensive standard on disclosure requirements for all forms of interest in other entities, including
joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. FRS 112 requires an entity to
disclose information that helps users of its financial statements to evaluate the nature and risks associated with its interests in
other entities and the effects of those interests on its financial statements. The Group is currently determining the impact of the
disclosure requirements. As this is a disclosure standard, it will have no impact to the financial position and financial performance
of the Group when implemented in 2013.
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the end of the
reporting period. The financial statements of the subsidiaries used in the preparation of the consolidated financial statements
are prepared for the same reporting date as the Company. Consistent accounting policies are applied to like transactions and
events in similar circumstances.
All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions and
dividends are eliminated in full.
With the exception of business combinations involving entities under common control, acquisitions of subsidiaries are accounted
for by applying the acquisition method. Identifiable assets acquired and liabilities and contingent liabilities assumed in a
business combination are measured initially at their fair values at the acquisition date. Acquisition-related costs are recognised
as expenses in the periods in which the costs are incurred and the services are received.
Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to
be consolidated until the date that such control ceases.
Losses within a subsidiary are attributed to the non-controlling interest even if that results in a deficit balance.
Certain of the above-mentioned requirements were applied on a prospective basis. The following differences, however, are
carried forward in certain instances from the previous basis of consolidation:
Acquisition of non-controlling interests, prior to 1 January 2010, was accounted for using the parent entity extension method,
whereby, the difference between the consideration and the book value of the share of the net assets acquired were recognised
in goodwill.
Losses incurred by the Group were attributed to the non-controlling interest until the balance was reduced to nil. Any further
losses were attributed to the Group, unless the non-controlling interest had a binding obligation to cover these. Losses prior to
1 January 2010 were not reallocated between non-controlling interest and the owners of the Company.
Upon loss of control, the Group accounted for the investment retained at its proportionate share of net asset value at the date
control was lost. The carrying value of such investments as at 1 January 2010 has not been restated.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and
designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition
date. This includes the separation of embedded derivatives in host contracts by the acquiree.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent
changes to the fair value of the contingent consideration which is deemed to be an asset or a liability, will be recognised in
accordance with FRS 39 either in the income statement or as a change to other comprehensive income. If the contingent
consideration is classified as equity, it is not remeasured until it is finally settled within equity.
In business combinations achieved in stages, previously held equity interests in the acquiree are remeasured to fair value at the
acquisition date and any corresponding gain or loss is recognised in the income statement.
The Group elects for each individual business combination, whether non-controlling interest in the acquiree (if any) is recognised
on the acquisition date at fair value, or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets.
Any excess of the sum of the fair value of the consideration transferred in the business combination, the amount of non-
controlling interest in the acquiree (if any), and the fair value of the Group’s previously held equity interest in the acquiree
(if any), over the net fair value of the acquiree’s identifiable assets and liabilities is recorded as goodwill. The accounting policy for
goodwill is set out in Note 2.11(a). In instances where the latter amount exceeds the former, the excess is recognised as gain on
bargain purchase in the income statement on the acquisition date.
Business combinations involving entities under common control are accounted for by applying the pooling-of-interest method.
The assets and liabilities of the combining entities are reflected at their carrying amounts reported in the consolidated financial
statements of the controlling holding company. Any difference between the consideration paid and the share capital of the
acquired entity is reflected within equity as merger reserve. The income statement reflects the results of the combining entities
for the full year, irrespective of when the combination takes place. Comparatives are presented as if the entities had always been
combined since the date the entities had come under common control.
No adjustments are made to reflect the fair values on the date of combination, or recognise any new assets or liabilities. No
additional goodwill is recognised as a result of the combination.
Business combinations are accounted for by applying the purchase method. Transaction costs directly attributable to the
acquisition formed part of the acquisition costs. The non-controlling interest (formerly known as minority interest) was measured
at the proportionate share of the acquiree’s identifiable net assets.
Business combinations achieved in stages were accounted for as separate steps. Adjustments to those fair values relating to
previously held interests are treated as a revaluation and recognised in equity. When the Group acquired a business, embedded
derivatives separated from the host contract by the acquiree are not reassessed on acquisition unless the business combination
results in a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required under
the contract.
Contingent consideration was recognised if, and only if, the Group had a present obligation, the economic outflow was more
likely than not and a reliable estimate was determinable. Subsequent adjustments to the contingent consideration were
recognised as part of goodwill.
Changes in the Company owners’ ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity
transactions. In such circumstances, the carrying amounts of the controlling and non-controlling interests are adjusted to reflect
the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interest
is adjusted and the fair value of the consideration paid or received is recognised directly in equity as equity transaction reserve and
attributed to owners of the parent.
Exchange differences arising on the settlement of monetary items or on translating monetary items at the end of the reporting period
are recognised in the income statement except for exchange differences arising on monetary items that form part of the Group’s
net investment in foreign operations, which are recognised initially in other comprehensive income and accumulated under foreign
currency translation reserve in equity. The foreign currency translation reserve is reclassified from equity to the income statement of
the Group on disposal of the foreign operation.
For consolidation purpose, the assets and liabilities of foreign operations are translated into USD at the rate of exchange ruling at
the end of the reporting period and their income statements are translated at the weighted average exchange rates for the year. The
exchange differences arising on the translation are recognised in other comprehensive income. On disposal of a foreign operation,
the component of other comprehensive income relating to that particular foreign operation is recognised in the income statement.
In the case of a partial disposal without loss of control of a subsidiary that includes a foreign operation, the proportionate share of the
cumulative amount of the exchange differences are re-attributed to non-controlling interest and are not recognised in the income
statement. For partial disposals of associates or jointly controlled entities that are foreign operations, the proportionate share of the
accumulated exchange differences is reclassified to the income statement.
2.6 Subsidiaries
A subsidiary is an entity over which the Group has the power to govern the financial and operating policies so as to obtain benefits
from its activities.
In the Company’s separate financial statements, investment in subsidiaries is accounted for at cost less accumulated impairment losses.
2.7 Associates
An associate is an entity, not being a subsidiary or a joint venture, in which the Group has significant influence. An associate is equity
accounted for from the date the Group obtains significant influence until the date the Group ceases to have significant influence over
the associate.
The Group’s investment in associates is accounted for using the equity method. Under the equity method, the investment in associate
is measured in the balance sheet at cost plus post-acquisition changes in the Group’s share of net assets of the associate. Goodwill
relating to an associate is included in the carrying amount of the investment and is neither amortised nor tested individually for
impairment. Any excess of the Group’s share of net fair value of the associate’s identifiable assets, liabilities and contingent liabilities
over the cost of the investment is excluded from the carrying amount of the investment and is recognised as income as part of the
Group’s share of results of the associate in the period in which the investment is acquired.
When the Group’s share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognise further
losses once its interest in the associate is reduced to zero, unless it has incurred obligations or made payments on behalf of the
associate. If the associate subsequently reports profits, the Group resumes recognising its share of those profits only after its share of
the profits equals the share of losses not recognised.
After application of the equity method, the Group determines whether it is necessary to recognise an additional impairment loss on
the Group’s investment in its associates. The Group determines at each end of the reporting period whether there is any objective
evidence that the investment in the associate is impaired. If this is the case, the Group calculates the amount of impairment as the
difference between the recoverable amount of the associate and its carrying value and recognises the amount in the income statement.
The most recent available audited financial statements of the associated companies are used by the Group in applying the equity
method. Where the dates of the audited financial statements used are not co-terminous with those of the Group, the share of results
is arrived at from the last audited financial statements available and unaudited management financial statements to the end of the
accounting period. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group.
Upon loss of significant influence over the associate, the Group measures and recognises any retained investment at its fair value. Any
difference between the carrying amount of the associate upon loss of significant influence and the fair value of the aggregate of the
retained investment and proceeds from disposal is recognised in the income statement.
In the Company’s separate financial statements, investments in associates are carried at cost less accumulated impairment loss.
Subsequent to recognition, all items of property, plant and equipment, except for freehold land, are measured at cost less accumulated
depreciation and accumulated impairment losses. Freehold land has an unlimited useful life and therefore is not depreciated.
Depreciation of an asset begins when it is available for use and is computed on a straight-line basis over the estimated useful life of
the asset as follows:
Land and land rights – amortised over the period of leases (25 to 70 years)
Buildings – 10 to 40 years
Plant and machineries – 4 to 40 years
Furniture, fittings and office equipment – 2 to 20 years
Vessels – 5 to 25 years
Motor vehicles, trucks and aircrafts – 4 to 15 years
The cost of construction-in-progress represents all costs, including borrowing costs, incurred on the construction of the assets. The
accumulated costs will be reclassified to the appropriate property, plant and equipment account when the construction is completed.
No depreciation is provided on construction-in-progress as these assets are not yet available for use.
Repairs and maintenance costs are taken to the income statement during the financial period in which they are incurred. The cost of
major renovations and restorations is included in the carrying amount of the asset when it is probable that future economic benefits
in excess of the originally assessed standard of performance of the existing asset will flow to the Group, and is depreciated over the
remaining useful life of the asset.
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate
that the carrying value may not be recoverable.
The residual values, useful life and depreciation method are reviewed at each financial year end to ensure that the amount, method
and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic
benefits embodied in the items of property, plant and equipment.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from
its use or disposal. Any gain or loss arising on derecognition of the asset is included in the income statement in the year the asset
is derecognised.
The fair value of the mature oil palm plantations is estimated by reference to independent professional valuations using the discounted
cash flows of the underlying biological assets. The expected cash flows from the whole life cycle of the mature oil palm plantations
is determined using the market price and the estimated yield of the agricultural produce, being fresh fruit bunches (“FFB”), net of
maintenance and harvesting costs and any costs required to bring the oil palm plantations to maturity. The estimated yield of the oil
palm plantations is dependent on the age of the oil palm trees, the location of the plantations, soil type and infrastructure. The market
price of the FFB is largely dependent on the prevailing market prices of crude palm oil and palm kernel.
When the carrying amount of the Plasma investments is higher than its estimated recoverable amount, it is written down immediately
to its recoverable amount. The difference between the accumulated development costs of Plasma plantations and their conversion
value is charged to the income statement.
(a) Goodwill
Goodwill acquired in a business combination is initially measured at cost. Following initial recognition, goodwill is measured
at cost less accumulated impairment losses. Goodwill is reviewed for impairment annually or more frequently if events and
circumstances indicate that the carrying value may be impaired.
For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to
each of the Group’s cash-generating units, or groups of cash-generating units, that are expected to benefit from the synergies of
the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units or groups of units.
A cash-generating unit (or group of cash-generating units) to which goodwill has been allocated is tested for impairment annually
and whenever there is an indication that the cash-generating unit may be impaired, by comparing the carrying amount of the
cash-generating unit, including the goodwill, with the recoverable amount of the cash-generating unit. Where the recoverable
amount of the cash-generating unit (or group of cash-generating units) is less than the carrying amount, an impairment loss is
recognised in the income statement. Impairment losses recognised for goodwill are not reversed in subsequent periods.
Where goodwill forms part of a cash-generating unit (or group of cash-generating units) and part of the operation within that
cash-generating unit (or group of cash-generating units) is disposed of, the goodwill associated with the operation disposed of
is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill
disposed of in this circumstance is measured based on the relative fair values of the operations disposed of and the portion of
the cash-generating unit (or group of cash-generating units) retained.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite useful lives are amortised over their estimated useful lives and assessed for impairment whenever
there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method are
reviewed at least at each financial year end. Changes in the expected useful life or the expected pattern of consumption of future
economic benefits embodied in the asset is accounted for by changing the amortisation period or method, as appropriate, and
are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in
the income statement in the expense category consistent with the function of the intangible asset.
Intangible assets with indefinite useful lives or not yet available for use are tested for impairment annually or more frequently
if events and circumstances indicate that the carrying value may be impaired either individually or at the cash-generating unit
level. Such intangible assets are not amortised. The useful life of an intangible asset with an indefinite useful life is reviewed
annually to determine whether the useful life assessment continues to be supportable.
Gains or losses arising from the derecognition of an intangible asset are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are recognised in the income statement when the asset is derecognised.
The brands were acquired in business combinations. The useful lives of the brands are estimated to be indefinite because
based on the current market share of the brands, management believes there is no foreseeable limit to the period over
which the brands are expected to generate net cash inflows for the Group.
Trademarks and licences acquired are initially recognised at cost and are subsequently carried at cost less accumulated
amortisation and accumulated impairment losses. These costs are amortised to the income statement using the straight
line method over 3 to 20 years.
When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial assets not at fair value
through profit or loss, directly attributable transaction costs.
A financial asset is derecognised where the contractual right to receive cash flows from the asset has expired. On derecognition
of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any
cumulative gain or loss that had been recognised in other comprehensive income is recognised in the income statement.
All regular way purchases and sales of financial assets are recognised or derecognised on the trade date i.e. the date that the Group
commits to purchase or sell the asset. Regular way purchases or sales are purchases or sales of financial assets that require delivery of
assets within the period generally established by regulation or convention in the market place concerned.
The Group determines the classification of its financial assets at initial recognition and, where allowed and appropriate, re-evaluates
this designation at each financial year end.
The Group does not designate any financial assets which are not held for trading at initial recognition as financial assets at fair
value through profit or loss.
Subsequent to initial recognition, financial assets at fair value through profit or loss are measured at fair value. Any gains or losses
arising from changes in fair value of the financial assets are recognised in the income statement. Net gains or net losses on the
financial assets at fair value through profit or loss include exchange differences.
After initial recognition, available-for-sale financial assets are measured at fair value. Any gains or losses from changes in fair value
of the financial asset are recognised initially in other comprehensive income and accumulated under fair value reserve in equity,
except that impairment losses, foreign exchange gains and losses on monetary instruments and interest calculated using the
effective interest method are recognised in the income statement. The cumulative gain or loss previously recognised in other
comprehensive income is reclassified from equity to the income statement when the financial asset is derecognised.
Investments in equity instruments whose fair value cannot be reliably measured are measured at cost less impairment loss.
To determine whether there is objective evidence that an impairment loss on financial assets has been incurred, the Group
considers factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant
delay in payments.
If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event
occurring after the impairment was recognised, the previously recognised impairment loss is reversed to the extent that the
carrying amount of the asset does not exceed its amortised cost at the reversal date. The amount of reversal is recognised in the
income statement.
If an available-for-sale financial asset is impaired, an amount comprising the difference between its cost (net of any principal
payment and amortisation) and its current fair value, less any impairment loss previously recognised in the income statement,
is transferred from other comprehensive income and recognised in the income statement. Reversals of impairment losses
in respect of equity instruments are not recognised in the income statement, increase in their fair value after impairment is
recognised directly in other comprehensive income. Reversals of impairment losses on debt instruments are recognised in the
income statement if the increase in fair value of the debt instrument can be objectively related to an event occurring after the
impairment loss was recognised in the income statement.
In the case of debt instruments classified as available-for-sale, impairment is assessed based on the same criteria as financial
assets carried at amortised cost. However, the amount recorded for impairment is the cumulative loss measured as the difference
between the amortised cost and the current fair value, less any impairment loss on that investment previously recognised in
income statement. Future interest income continues to be accrued based on the reduced carrying amount of the asset, using
the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. The interest income
is recorded as part of finance income.
An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs to sell and its value in use and is
determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other
assets. In assessing value in use, the estimated future cash flows expected to be generated by the asset are discounted to their present
value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the
asset. Where the carrying amount of an asset exceeds its recoverable amount, the asset is written down to its recoverable amount.
Impairment losses are recognised in the income statement except for assets that are previously revalued where the revaluation was
taken to other comprehensive income. In this case the impairment is also recognised in other comprehensive income up to the
amount of any previous revaluation.
For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously
recognised impairment losses may no longer exist or may have decreased. A previously recognised impairment loss is reversed only
if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was
recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed the
carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised previously. Such
reversal is recognised in the income statement unless the asset is measured at revalued amount, in which case the reversal is treated
as a revaluation increase.
2.16 Inventories
The Group has committed purchases and sales contracts for palm oil and other agricultural commodities that are entered into as
part of its manufacturing and sale activities. The prices and physical delivery of the sales and purchases are fixed in the contracts
and these contracts are not recognised in the financial statements until physical deliveries take place.
The Group also enters into non-physical delivery forward contracts and commodity derivatives to manage the price risk of its
physical inventory and to hedge against fluctuations in commodity prices. Commodity derivatives include futures, options and
swap contracts on palm oil and palm based products, soybeans and other non-palm products.
Gains or losses arising from matched forward and derivative contracts are recognised immediately in the income statement. Any
difference arising from the fair value assessment will be recognised in the financial statements. Unrealised losses arising from the
valuations are set off against unrealised gains on an aggregated basis.
Financial liabilities are recognised initially at fair value, plus, in the case of financial liabilities other than derivatives, directly attributable
transactions costs.
Subsequent to initial recognition, all financial liabilities are measured at amortised cost using the effective interest method except for
derivatives which are measured at fair value.
For financial liabilities other than derivatives, gains and losses are recognised in the income statement when the liabilities are
derecognised, and through the amortisation process. Any gains or losses arising from changes in fair value of derivatives are recognised
in the income statement. Net gains or losses on derivatives include exchange differences.
The Group has not designated any financial liabilities upon initial recognition at fair value through profit or loss.
A financial liability is derecognised when the obligation under the liability is extinguished. When an existing financial liability is replaced
by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an
exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference
in the respective carrying amounts is recognised in the income statement.
2.18 Borrowings
Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least twelve
months after the end of the reporting period.
(a) Borrowings
Borrowings are initially recognised at fair value (net of transaction costs) and subsequently carried at amortised cost. Any
difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement
over the period of the borrowings using the effective interest method.
The liability component is recognised initially at its fair value, determined using a market interest rate for equivalent non-
convertible bonds. It is subsequently carried at amortised cost using the effective interest method until the liability is extinguished
on conversion or redemption of the bonds.
The difference between the total proceeds and the liability component and the fair value of the embedded derivatives is allocated
to the conversion option (equity component), which is presented in equity net of deferred tax effect. The carrying amount of
the conversion option is not adjusted in subsequent periods. When the conversion option is exercised, its carrying amount
will be transferred to the share capital account. When the conversion option lapses, its carrying amount will be transferred to
retained earnings.
Financial guarantees are recognised initially as a liability at fair value adjusted for transaction costs that are directly attributable to the
issuance of the guarantee. Subsequent to initial recognition, financial guarantees are recognised as income in the income statement
over the period of the guarantee. If it is probable that the liability will be higher than the amount initially recognised less amortisation,
the liability is recorded at the higher amount with the difference charged to the income statement.
2.21 Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event, it is probable that an outflow of
economic resources will be required to settle the obligation and the amount of the obligation can be estimated reliably.
Provisions are reviewed at each end of the reporting period and adjusted to reflect the current best estimate. If it is no longer probable
that an outflow of economic resources will be required to settle the obligation, the provision is reversed. If the effect of the time value
of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the
liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
No expense is recognised for options that do not ultimately vest, except for options where vesting is conditional upon a market
condition or non-vesting condition, which are treated as vesting irrespective of whether or not the market condition or non-
vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied. In the case where the
option does not vest as the result of a failure to meet a non-vesting condition that is within the control of the Group or the
employee, it is accounted for as a cancellation. In such case, the amount of the compensation cost that otherwise would be
recognised over the remainder of the vesting period is recognised immediately in the income statement upon cancellation.
The employee share option reserve is transferred to retained earnings upon expiry of the share options. When the options are
exercised, the employee share option reserve is transferred to share capital if new shares are issued, or to treasury shares if the
options are satisfied by the reissuance of treasury shares.
2.23 Leases
The determination of whether an arrangement is, or contains a lease is based on the substance of the arrangement at inception date:
whether fulfilment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use
the asset, even if that right is not explicitly specified in an arrangement. For arrangements entered into prior to 1 January 2005, the date
of inception is deemed to be 1 January 2005 in accordance with the transitional requirements of INT FRS 104.
(a) As lessee
Finance leases, which transfer to the Group substantially all the risks and rewards incidental to ownership of the leased item,
are capitalised at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum
lease payments. Any initial direct costs are also added to the amount capitalised. Lease payments are apportioned between the
finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the
liability. Finance charges are charged to the income statement. Contingent rents, if any, are charged as expenses in the periods
in which they are incurred.
Operating lease payments are recognised as an expense in the income statement on a straight-line basis over the lease term.
The aggregate benefit of incentives provided by the lessor is recognised as a reduction of rental expense over the lease term on
a straight-line basis.
(b) As lessor
Leases where the Group retains substantially all the risks and rewards of ownership of the asset are classified as operating
leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and
recognised over the lease term on the same bases as rental income. Contingent rents are recognised as revenue in the period in
which they are recognised.
2.24 Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be
reliably measured. Revenue is measured at the fair value of consideration received or receivable. The Group assesses its revenue
arrangements to determine if it is acting as principal or agent. The Group has concluded that it is acting as a principal in all of its
revenue arrangements.
Current taxes are recognised in the income statement except when they relate to items recognised outside the income
statement, either in other comprehensive income or directly in equity.
Deferred tax liabilities are recognised for all temporary differences, except:
• where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction
that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable profit or
loss; and
• in respect of taxable temporary differences associated with investments in subsidiaries and associates, where the timing
of reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse
in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and
unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary
differences, and the carry forward of unused tax credits and unused tax losses can be utilised except:
• where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of
an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither
accounting profit nor taxable profit or loss; and
• in respect of deductible temporary differences associated with investments in subsidiaries and associates, deferred income
tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable
future and taxable profit will be available against which the temporary differences can be utilised.
The carrying amount of deferred tax asset is reviewed at each end of the reporting period and reduced to the extent that it
is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.
Unrecognised deferred tax assets are reassessed at each end of the reporting period and are recognised to the extent that it has
become probable that future taxable profit will allow the deferred tax asset to be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised
or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the end of the
reporting period.
Deferred income tax relating to items recognised outside income statement is recognised outside income statement. Deferred
tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity
and deferred tax arising from a business combination is adjusted against goodwill on acquisition.
Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current
income tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the
same taxation authority.
Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date,
would be recognised subsequently if new information about facts and circumstances changed. The adjustment would either
be treated as a reduction to goodwill (as long as it does not exceed goodwill) if it incurred during the measurement period or
recognised in the income statement.
• where the sales tax incurred in a purchase of assets or services is not recoverable from the taxation authority, in which case
the sales tax is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
• receivables and payables that are stated with the amount of sales tax included.
The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables
in the balance sheet.
Any gains or losses arising from changes in fair value on derivatives that do not qualify for hedge accounting are taken directly to the
income statement.
The fair value of forward contracts is determined by reference to current forward prices for contracts with similar maturity profiles.
The fair value of forward freight agreements, futures, options and swap contracts is determined by reference to available market
information and option valuation methodology. The fair value of interest rate swap contracts is determined by reference to market
values for similar instruments. Where the quoted market prices are not available, the fair values are based on management’s best
estimate and are arrived at by reference to the market prices of another contract that is substantially similar.
Embedded derivatives are separated from the host contract and accounted for separately if the economic characteristics and risks of
the host contract and the embedded derivatives are not closely related, a separate instrument with the same terms as the embedded
derivative would meet the definition of a derivative, and the combined instruments are not measured at fair value through profit
or loss.
The Group applies hedge accounting for certain hedging relationships which qualify for hedge accounting. At the inception of a
hedge relationship, the Group formally designates and documents the hedge relationship to which the Group wishes to apply hedge
accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identification
of the hedged item or transaction, the hedging instrument, the nature of the risk being hedged and how the entity will assess the
hedging instrument’s effectiveness in offsetting the exposure to changes in the hedged item’s (or transaction’s) cash flows attributable
to or fair values of the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in cash flows or
fair value, and are assessed on an ongoing basis to determine that they have been highly effective throughout the financial reporting
periods for which they are designated.
Hedges which meet the criteria for hedge accounting are accounted for as follows:
The change in the fair value of the hedging instrument is recognised in cost of sales in the income statement. The change in the fair
value of the hedged item attributable to the risk hedged is recorded as a part of the carrying value of the hedged item and is also
recognised in the income statement.
The effective portion of the gain or loss on the hedging instrument is recognised initially in other comprehensive income and
accumulated under the hedging reserve, while the ineffective portion is recognised immediately in the income statement.
Amounts recognised in other comprehensive income are transferred to the income statement when the hedged transaction affects
the income statement, such as when the hedged financial income or financial expense is recognised or when a forecast sale occurs.
Where the hedged item is the cost of a non-financial asset or non-financial liability, the amounts recognised as other comprehensive
income are transferred to the initial carrying amount of the non-financial asset or liability. The Group has elected not to apply basis
adjustments to hedges of forecast transactions that result in the recognition of a non-financial asset or a non-financial liability.
If the forecast transaction or firm commitment is no longer expected to occur, the cumulative gain or loss previously recognised
in equity are transferred to the income statement. If the hedging instrument expires or is sold, terminated or exercised without
replacement or rollover, or if its designation as a hedge is revoked, any cumulative gain or loss previously recognised in equity remains
in equity until the forecast transaction or firm commitment affects profit or loss.
2.29 Contingencies
A contingent liability or asset is:
(a) A possible obligation or asset that arises from past events and whose existence will be confirmed only by the occurrence or
non-occurrence of one or more uncertain future events not wholly within the control of the Group; or
(b) A present obligation that arises from past events but is not recognised because:
(i) It is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or
(ii) The amount of the obligation cannot be measured with sufficient reliability.
Contingent liabilities and assets are not recognised on the balance sheet of the Group, except for contingent liabilities assumed in a
business combination that are present obligations and which the fair values can be reliably determined.
(a) A person or a close member of that person’s family is related to the Group and Company if that person:
(iii) Is a member of the key management personnel of the Group or Company or of a parent of the Company.
(b) An entity is related to the Group and the Company if any of the following conditions applies:
(i) The entity and the Company are members of the same group (which means that each parent, subsidiary and fellow
subsidiary is related to the others);
(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of
which the other entity is a member);
(iii) Both entities are joint ventures of the same third party;
(iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity;
(v) The entity is a post-employment benefit plan for the benefit of employees of either the Company or an entity related to
the Company. If the Company is itself such a plan, the sponsoring employers are also related to the Company;
(vii) A person identified in (a) (i) has significant influence over the entity or is a member of the key management personnel of
the entity (or of a parent of the entity).
4. REVENUE
Group
2011 2010
US$'000 US$'000
5. COST OF SALES
Group
2011 2010
US$'000 US$'000
6. INTEREST INCOME
Group
2011 2010
US$'000 US$'000
Interest income:
– From associates 10,978 6,589
– From bank balances 12,113 8,185
– From fixed deposits 212,453 110,788
– From other sources 2,799 3,914
– Late interest charges pertaining to trade receivables 8,270 5,876
246,613 135,352
Group
2011 2010
US$'000 US$'000
Group
2011 2010
US$'000 US$'000
9. FINANCE COSTS
Group
2011 2010
US$'000 US$'000
Interest expense:
– Bank borrowings (including bank overdrafts) 492,489 204,125
– Convertible bonds (accretion of interest) 12,702 10,720
– Loans from associates 495 28
– Others 11,705 1,986
517,391 216,859
Less: Amount capitalised
– Biological assets (3,814) (4,210)
– Property, plant and equipment (7,781) (4,523)
505,796 208,126
Group
2011 2010
US$'000 US$'000
Group
2011 2010
US$'000 US$'000
Group
2011 2010
US$'000 US$'000
Group
2011 2010
Profit, net of tax for the year attributable to owners of the parent (US$'000) 1,600,840 1,323,974
Basic earnings per share (US cents per share) 25.0 20.7
Group
2011 2010
Profit for the year attributable to owners of the parent (US$'000) 1,600,840 1,323,974
Diluted earnings per share (US cents per share) 25.0 20.7
The fair value adjustments on embedded derivatives and accretion of interest on convertible bonds were not included in the
computation of diluted earnings per share for the financial years ended 31 December 2011 and 31 December 2010 as the
conversion of convertible bonds was anti-dilutive.
Since the end of the financial year, executives of the Group have exercised options to acquire 243,000 (2010: 2,618,000) ordinary
shares. There have been no other transactions involving ordinary shares or potential ordinary shares since the reporting date and
before the completion of these financial statements.
Group
Costs
At 1 January 2010 605,692 1,142,086 2,498,288 89,261 355,954 146,435 418,796 5,256,512
Acquisition of
subsidiaries, as
previously reported 65,205 199,189 1,213,076 7,233 16,318 1,199 151,580 1,653,800
Finalisation of purchase
price allocation 107,334 20,388 26,796 – – – – 154,518
Acquisition of
subsidiaries, as
restated 172,539 219,577 1,239,872 7,233 16,318 1,199 151,580 1,808,318
Liquidation of
subsidiaries – – – (11) – – – (11)
Additions 42,486 34,664 41,050 15,714 32,083 18,742 717,487 902,226
Disposals (1,364) (2,481) (16,370) (2,812) (105,494) (7,208) (772) (136,501)
Transfers 1,364 216,953 476,722 1,918 38,794 3,707 (739,458) –
Reclassification 2,486 11,494 (17,894) 7,570 (2,504) (709) (24,383) (23,940)
Currency translation
differences 20,518 31,877 59,019 2,354 983 2,290 7,660 124,701
At 31 December 2010,
as restated and
1 January 2011 843,721 1,654,170 4,280,687 121,227 336,134 164,456 530,910 7,931,305
Acquisition of
subsidiaries 22,434 30,470 101,135 319 – 426 98,513 253,297
Additions 86,407 73,073 103,563 19,393 17,002 23,976 1,093,761 1,417,175
Disposals (1,981) (4,928) (27,065) (1,851) (32,151) (6,011) (2,138) (76,125)
Transfers 2,580 250,450 357,363 3,091 18,521 1,235 (633,240) –
Reclassification 83 2,222 (6,307) 1,138 (11) 313 (1,687) (4,249)
Currency translation
differences 10,685 12,691 43,834 2,633 (7,612) 439 9,995 72,665
At 31 December 2011 963,929 2,018,148 4,853,210 145,950 331,883 184,834 1,096,114 9,594,068
Group
Accumulated depreciation
At 1 January 2010 55,408 231,001 830,641 57,449 75,985 86,726 – 1,337,210
Liquidation of
subsidiaries – – – (11) – – – (11)
Depreciation charge for
the year 10,357 50,288 185,146 13,820 42,286 16,784 – 318,681
Disposals (159) (1,438) (11,312) (2,623) (12,515) (6,000) – (34,047)
Impairment loss 13 – 105 – – – – 118
Reclassification (50) (1,032) (1,678) 3,388 (604) (24) – –
Currency translation
differences 2,907 6,988 30,265 1,229 474 1,046 – 42,909
At 31 December 2010
and 1 January 2011 68,476 285,807 1,033,167 73,252 105,626 98,532 – 1,664,860
Depreciation charge
for the year 13,294 75,405 316,720 18,051 38,550 18,322 – 480,342
Disposals (333) (1,765) (11,020) (1,445) (20,879) (4,227) – (39,669)
Impairment loss – – 252 5 – – – 257
Reclassification (98) (559) 634 (10) – 25 – (8)
Currency translation
differences 751 6,914 16,719 1,888 (7,086) 211 – 19,397
At 31 December 2011 82,090 365,802 1,356,472 91,741 116,211 112,863 – 2,125,179
At 31 December 2011 881,839 1,652,346 3,496,738 54,209 215,672 71,971 1,096,114 7,468,889
Company
Costs
At 1 January 2010 4 – 4
Additions 16 154 170
At 31 December 2010 and 1 January 2011 20 154 174
Additions 1,312 183 1,495
Disposals – (154) (154)
At 31 December 2011 1,332 183 1,515
Accumulated depreciation
At 1 January 2010 – – –
Depreciation charge for the year 4 26 30
At 31 December 2010 and 1 January 2011 4 26 30
Depreciation charge for the year 231 2 233
Disposals – (26) (26)
At 31 December 2011 235 2 237
Leased assets are pledged as security for the related finance lease liabilities.
Group
2011 2010
Area Hectares Hectares
Planted area:
– Mature 209,811 190,499
– Immature 41,596 58,277
251,407 248,776
Group
2011 2010
Value US$’000 US$’000
Planted area:
– Mature 1,677,174 1,319,159
– Immature 168,808 193,050
1,845,982 1,512,209
(d)
The interest capitalised is actual interest incurred on the bank borrowings to finance the development of oil palm plantations.
(e)
The fair value of biological assets has been determined based on valuations by an independent professional valuer using
discounted cash flows of the underlying biological assets. The expected cash flows from the whole life cycle of the oil palm
plantations are determined using the market price and the estimated yield of FFB, net of maintenance and harvesting costs and
any costs required to bring the oil palm plantations to maturity. The estimated yield of the oil palm plantations is dependent on
the age of the oil palm trees, the location of the plantations, soil type and infrastructure. The market price of the FFB is largely
dependent on the prevailing market prices of crude palm oil and palm kernel. Point-of-sale costs include all costs that would be
necessary to sell the assets.
(ii) Oil palm trees have an average life of 25 (2010: 25) years, with the first three years as immature and remaining years
as mature;
(iii) Discount rate per annum of 7.92% to 13.19% (2010: 7.31% to 14.45%);
(iv) FFB selling price of US$147 to US$179 (2010: US$140 to US$157) per metric tonne; and
(v) Average yield is 19.8 (2010: 17.9) metric tonne per hectare.
Group
Cost
At 1 January 2010 2,937,083 2,257 1,089,247 4,028,587
Additions, as previously reported 370,218 1,144 – 371,362
Finalisation of purchase price allocation (41,983)* – 12,378 (29,605)
Additions, as restated 328,235 1,144 12,378 341,757
Written off to income statement (286) – – (286)
Currency translation differences 1,283 14 – 1,297
At 31 December 2010, as restated and 1 January 2011 3,266,315 3,415 1,101,625 4,371,355
Additions 40,856# 1,662 – 42,518
Written off to income statement (4) (276) – (280)
Disposals – (84) – (84)
Currency translation differences (2,568) (119) – (2,687)
At 31 December 2011 3,304,599 4,598 1,101,625 4,410,822
* In accordance with FRS 103, the management has assessed the fair value of the identifiable assets, liabilities and contingent liabilities at the date of acquisition. The purchase
price allocation was completed during the financial year. Accordingly, the provisional goodwill recognized in the prior year has now been adjusted retrospectively to reflect the
finalised carrying fair value.
# In accordance with FRS 103, the management is required to identify the fair value of the identifiable assets, liabilities and contingent liabilities at the date of acquisition.
Valuation reviews for some of the acquisitions are in progress as at 31 December 2011. Accordingly, the provisional goodwill arising from these acquisitions are included in the
addition of goodwill for the year.
Company
Costs
At 1 January 2010 – –
Additions 794 794
At 31 December 2010, 1 January 2011 and 31 December 2011 794 794
Group
Previously
- reported Restated Adjustments
- US$'000 US$'000 US$'000
Amortisation expense
The amortisation of trademarks & licenses and others is included in other operating expenses in the consolidated income statement.
Brand
Brand relates to both the ‘Arawana’ and ‘CSR’ brand names that were acquired in 2007 and 2010 respectively. As explained in
Note 2.11(b)(i), the useful life of the brand is estimated to be indefinite.
2011
Goodwill 608,375 737,042 28,986 1,596,605 210,960 112,099 10,532 3,304,599
Brand – – 1,089,247 – – 12,378 – 1,101,625
2010
Restated*
Goodwill 602,312 1,028,159 28,986 1,597,870 – – 8,988 3,266,315
Brand – 12,378 1,089,247 – – – – 1,101,625
* In accordance with FRS 103, the Group has restated the prior year’s figures subsequent to the finalisation of purchase price allocation exercise for the acquisition of Sucrogen
Limited and its subsidiaries (Note 15).
The recoverable amounts of the CGUs have been determined based on value in use calculations using cash flow projections from
financial budgets approved by management covering a five-year period for consumer products, merchandising and processing,
sugar milling and sugar merchandising and processing segments. For plantation and palm oil mills, management has used cash flow
projections based on the age of the plantations. The pre-tax discount rate applied to the cash flow projections and the forecasted
growth rates used to extrapolate cash flow beyond the five-year period are as follows:
2011
Terminal growth rates 2.0-3.0 3.0 3.0 N.A. 2.5 2.0-2.5
Pre-tax discount rates 12.0-14.0 14.0 12.0 12.0 9.8 9.8-12.0
2010
Terminal growth rates 3.0 3.0 3.0 N.A. N.A. N.A.
Pre-tax discount rates 14.0 14.0 12.0 12.0 N.A. N.A.
Equity
interest Month of
Name of subsidiaries and business acquired acquired Consideration acquisition
% US$'000
+
The equity interest acquired has been rounded to the nearest whole % as indicated.
Fair value
recognised
on acquisition
US$'000
Positive goodwill arising from acquisition recognised as part of intangible assets 40,852
Positive goodwill written off 4
Gain on bargain purchase taken to the other operating income (7,348)
Total consideration for acquisition 183,941
Cashflow on
acquisition
US$'000
Transaction costs
Transaction costs related to the above acquisitions of approximately US$6,676,000 have been recognised in the other operating
expenses in the consolidated income statement for the financial year ended 31 December 2011.
Newbloom Pte. Ltd. PT Maju Perkasasawit 10 100 300 236 64 January
2011
Newbloom Pte. Ltd. PT Jammer Tulen 10 100 1,000 947 53 January
2011
Newbloom Pte. Ltd. PT Asiatic Persada 49 100 33,700 37,070 (3,370) January
2011
Tradesound Investments Cleartech Research Pte. Ltd. 40 100 20 16 4 August
Limited 2011
Yihai Kerry Investments Xi’an Kerry Oils & Fats 9 98+ 2,370 2,141 229 September
Co., Ltd. Industrial Ltd 2011
Yihai Kerry Investments Yihai Kerry (Jilin) Oils, 12 98+ 949 (288) 1,237 October
Co., Ltd. Grains & Foodstuffs 2011
Industries Co., Ltd
Yihai Kerry Investments Yihai Kerry (Baicheng) Oils, 12 98+ 1,518 1,547 (29) November
Co., Ltd. Grains & Foodstuffs 2011
Industries Co., Ltd
Wilmar Seed Investments Hebei Yihai Angenuo 20 98+ 822 645 177 November
Pte. Ltd. Agrochemical Co., Ltd 2011
* In accordance with FRS 103, the Group has restated the prior year’s figures subsequent to the finalisation of purchase price allocation exercise for the acquisition of Sucrogen
Limited and its subsidiaries (Note 15).
The summarised financial information of the associates, not adjusted for the proportion of ownership interest held by the Group, is
as follows:
Group
2011 2010
US$'000 US$'000
Results:
Revenue 15,532,402 9,174,282
Current:
Unquoted non-equity instruments – 3,010 – –
– 3,010 – –
* Included in the quoted equity instruments is an investment in shares quoted on National Stock Exchange of Australia. As the sale and purchase of this investment is restricted by
Sugar Terminals Limited, the valuation is determined using discounted cash flow projections.
The Group’s non-equity investments comprise investment in bonds and investment funds.
Unquoted equity instruments are valued at cost as these instruments have no market prices and the fair value cannot be reliably
measured using valuation techniques.
Group
Consolidated Consolidated
balance sheet Income statement
2011 2010 2011 2010
US$'000 US$'000 US$'000 US$'000
Restated*
* In accordance with FRS 103, the Group has restated the prior year’s figures subsequent to the finalisation of purchase price allocation exercise for the acquisition of Sucrogen
Limited and its subsidiaries (Note 15).
Such temporary differences for which no deferred tax liability has been recognised aggregate to approximately US$2,275,709,000
(2010: US$1,837,699,000). The deferred tax liability is estimated to be approximately US$286,341,000 (2010: US$209,191,000).
Company
2011 2010
Contract/ Contract/
Notional Notional
amount Assets Liabilities amount Assets Liabilities
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
The Group enters into various commodities futures, options and swap and forward currency contracts in order to hedge the financial
risks related to the purchase and sales of commodity products. The Group has applied cash flow hedge accounting to these derivatives
as they are considered to be highly effective hedging instruments. A net fair value gain/(loss) of approximately US$31,151,000
(2010: US$(77,556,000)), with related deferred tax (charges)/credit of approximately US$(8,260,000) (2010: US$3,971,000), is included in
the hedging reserve in respect of these contracts.
The cash flows arising from these derivatives are expected to occur and enter into the determination of profit or loss during the next
three financial years as follows: US$31,660,000, US$(2,778,000) and US$2,269,000 (2010: US$(77,556,000), US$Nil and US$Nil).
Non-current:
Other non-trade receivables 12,135 17,629 14 14
Other deposits with financial institutions – 53,453 – –
Amount due from subsidiaries – non-trade – – 100,612 88,230
Amount due from associates – non-trade 67,966 35,728 28,847 16,610
Other financial receivables 80,101 106,810 129,473 104,854
Current:
Deposits 13,011 129,019 7 1
Loans to non-controlling shareholders of subsidiaries 25,469 2,581 – –
Other non-trade receivables 336,363 226,972 1,749 3,821
Other deposits with financial institutions 2,460,807 675,620 – –
Amount due from subsidiaries – non-trade – – 1,771,476 2,849,748
Amount due from associates – non-trade 293,547 254,454 18,548 40,398
Amount due from related parties – non-trade 26,926 26,793 – –
Other financial receivables 3,156,123 1,315,439 1,791,780 2,893,968
Non-current:
Prepayments 38,504 50,030 – –
Other non-financial assets 38,504 50,030 – –
Current:
Prepayments and other non-financial assets 189,402 154,781 520 110
Tax recoverables 83,062 60,695 – –
Advances for property, plant and equipment 400,070 238,516 1,147 1,176
Advances for acquisition of a subsidiary 74,076 22,000 – –
Advances to suppliers 622,345 930,524 – –
Other non-financial assets 1,368,955 1,406,516 1,667 1,286
* In accordance with FRS 103, the Group has restated the prior year’s figures subsequent to the finalisation of purchase price allocation exercise for the acquisition of Sucrogen
Limited and its subsidiaries (Note 15).
22. INVENTORIES
Group
2011 2010
US$'000 US$'000
Balance Sheet
At cost:
Raw materials 2,364,027 2,897,290
Consumables 358,238 402,031
Finished goods 1,724,884 1,893,287
Stock in transit 420,560 581,346
4,867,709 5,773,954
Income Statement
Inventories recognised as an expense in cost of sales 37,340,408 25,044,779
– Additional/(write back of) provision for net realisable value 102,700 (10,813)
The Group has pledged inventories amounting to approximately US$318,571,000 (2010: US$349,222,000) as security for bank
borrowings.
* In accordance with FRS 103, the Group has restated the prior year’s figures subsequent to the finalisation of purchase price allocation exercise for the acquisition of Sucrogen
Limited and its subsidiaries (Note 15).
Trade receivables, including amounts due from associates and related parties, are non-interest bearing and the average turnover is
28 days (2010: 28 days). They are recognised at their original invoice amounts which represent their fair values on initial recognition.
Notes receivables are non-interest bearing and have a maturity period ranging from 1 to 180 days for the financial years ended 31
December 2011 and 31 December 2010.
The Group has pledged trade receivables amounting to approximately US$82,678,000 (2010: US$65,470,000) as security for bank
borrowings.
Group
2011 2010
US$'000 US$'000
Group
Individually
Impaired
2011 2010
US$'000 US$'000
The above trade receivables that are individually determined to be impaired at the balance sheet date relate to debtors that are
in significant financial difficulties and have defaulted on payments. These receivables are not secured by any collateral or credit
enhancements.
Group Company
2011 2010 2011 2010
US$'000 US$'000 US$'000 US$'000
Restated*
* In accordance with FRS 103, the Group has restated the prior year’s figures subsequent to the finalisation of purchase price allocation exercise for the acquisition of Sucrogen
Limited and its subsidiaries (Note 15).
Fixed deposits pledged with financial institutions for bank facilities 6,441,096 5,707,888
Other deposits with maturity more than 3 months 80,474 187,426
Other bank deposits 6,521,570 5,895,314
Group Company
2011 2010 2011 2010
US$'000 US$'000 US$'000 US$'000
Cash at banks earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of
between one day and three months depending on the cash requirements of the Group and the Company, and earn interests at the
respective short-term deposit rates. The weighted average effective interest rate of the Group and the Company is 3% (2010: 2%) per
annum and 1% (2010: less than 1%) per annum respectively.
Group Company
2011 2010 2011 2010
US$'000 US$'000 US$'000 US$'000
For the purpose of the consolidated cash flow statement, cash and cash equivalents comprise the following at the balance sheet date:
Group
2011 2010
US$'000 US$'000
Trade payables are non-interest bearing and the average turnover is 12 days (2010: 12 days).
* In accordance with FRS 103, the Group has restated the prior year’s figures subsequent to the finalisation of purchase price allocation exercise for the acquisition of Sucrogen
Limited and its subsidiaries (Note 15).
Group Company
2011 2010 2011 2010
US$'000 US$'000 US$'000 US$'000
Restated*
* In accordance with FRS 103, the Group has restated the prior year’s figures subsequent to the finalisation of purchase price allocation exercise for the acquisition of Sucrogen
Limited and its subsidiaries (Note 15).
Current:
Advances from non-controlling shareholders of subsidiaries 58,884 29,158 – –
Accrued operating expenses 557,993 475,000 10,131 13,186
Due to subsidiaries – non-trade – – 12,891 556,474
Due to associates – non-trade 50,081 31,164 1,242 19,147
Due to related parties – non-trade 7,825 6,380 92 –
Deposits from third parties 84,570 64,985 – –
Payable for property, plant and equipment 99,919 56,094 – –
Other tax payables 26,050 17,949 – –
Other payables 246,015 125,284 92 –
Other financial payables 1,131,337 806,014 24,448 588,807
Non-current:
Advances from non-controlling shareholders of subsidiaries 3,680 3,607 – –
Other payables 1,011 667 – –
Other financial payables 4,691 4,274 – –
Current:
Advances from customers 469,834 393,334 – –
Other non-financial liabilities 469,834 393,334 – –
Non-current:
Provision for employee gratuity 39,339 31,014 – –
Deferred income – government grants 55,273 35,214 – –
Other non-financial liabilities 94,612 66,228 – –
* In accordance with FRS 103, the Group has restated the prior year’s figures subsequent to the finalisation of purchase price allocation exercise for the acquisition of Sucrogen
Limited and its subsidiaries (Note 15).
Other payables include wages and employee taxes and other creditors.
The current amounts due to subsidiaries, associates and related parties are unsecured, non-interest bearing, repayable on demand
and are expected to be settled in cash.
The advances from non-controlling shareholders are unsecured, non-interest bearing and are expected to be settled in cash.
There are no unfulfilled conditions or contingencies attached to the deferred government grants.
Current:
Bank term loans (a) 2012 2 1 1,998,587 790,268 – –
Short term/pre-shipment
loans (a) 2012 3 2 10,724,560 9,185,347 – 508,500
Trust receipts/bill
discounts (a) 2012 1 –* 5,030,366 4,435,961 – –
Bank overdrafts (b) 2012 5 5 97,125 492,023 – –
Obligations under
finance lease 2012 6 6 15 32 – –
Convertible bonds (c) 2012 4 – 558,417 – 558,417 –
18,409,070 14,903,631 558,417 508,500
Non-current:
Bank term loans (a) 2013-2018 2 1 2,479,851 1,975,800 – –
Convertible bonds (c) 2012 – 4 – 545,716 – 545,716
Obligations under
finance lease 2013-2015 6 6 22 40 – –
2,479,873 2,521,556 – 545,716
The terms and conditions and securities for interest bearing loans and borrowings are as follows:
The fair value of the liability component, included in loans and borrowings, is calculated using a market interest rate for an
equivalent non-convertible bond at the date of issue. The fair value of embedded derivative, which represents the Mandatory
Conversion in the hands of the Company, which allows it to mandatorily convert the outstanding bonds into shares under certain
prescribed conditions, is calculated based on the valuation model disclosed in Note 34. The residual amount after deducting
the embedded derivative and liability, representing the value of the equity conversion component, is included in shareholders’
equity in capital reserves.
The carrying amount of the liability component of the convertible bonds at the balance sheet date is derived as follows:
(d)
The bank facilities, up to a limit of approximately US$5,056,857,000 (2010: US$2,614,648,000), are guaranteed by the Company
and certain subsidiaries.
The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary shares carry one
vote per share without restrictions. The ordinary shares have no par value. All the above issued ordinary shares are fully paid.
The Company has granted options to both Directors and the employees of the Group and the convertible bondholders to subscribe
for the Company’s ordinary shares.
Group Company
2011 2010 2011 2010
US$'000 US$'000 US$'000 US$'000
Group Company
2011 2010 2011 2010
US$'000 US$'000 US$'000 US$'000
Equity component of convertible bonds represents the residual amount included in shareholders' equity in capital reserves.
Group
2011 2010
US$'000 US$'000
Merger reserve represents the difference between the consideration paid and the share capital of the subsidiaries under
the acquisition of all Wilmar Holdings Pte Ltd’s ("WHPL") interests in its subsidiaries and associated companies, save for its
interests in the Company, and shares owned by Archer Daniels Midland Asia-Pacific Limited ("ADM") and/or its affiliated
companies ("ADM Group") in companies where ADM Group holds shares with WHPL, together with non-controlling
interests held by WHPL in certain subsidiaries of the Company ("IPT Assets"). The above transaction was accounted for
using the pooling-of-interest method in 2007.
Group
2011 2010
US$'000 US$'000
Group
2011 2010
US$'000 US$'000
(a) In accordance with the "Law of the People's Republic of China on Joint Ventures Using Chinese and Foreign
Investment" and the Group's China subsidiaries' Articles of Association, appropriations from net profit should be
made to the Reserve Fund and the Enterprise Expansion Fund, after offsetting accumulated losses from prior years,
and before profit distributions to the investors. The percentage to be appropriated to the Reserve Fund and the
Enterprise Expansion Fund are determined by the board of directors of the China subsidiaries.
(b) In accordance with “The Law of Republic of Indonesia” No. 40/2007, a certain amount from net earnings must be
allocated to Reserve Fund. The percentage to be allocated to Reserve Fund is determined by the General Meeting of
the shareholders.
Group
2011 2010
US$'000 US$'000
At 1 January (5,666) –
Acquisition of additional interest in subsidiaries 1,661 (4,777)
Dilution of interest in subsidiaries – (889)
At 31 December (4,005) (5,666)
Group
2011 2010
US$'000 US$'000
Hedging reserve represents the cumulative fair value changes, net of tax, of the derivatives contracts designated as cash
flow hedges.
Employee share option reserve represents the equity-settled share options granted to employees. The reserve is made
up of the cumulative value of services received from employees recorded over the vesting period commencing from the
grant date of equity-settled share options, and is reduced by the expiry or exercise of the share options.
Group Company
2011 2010 2011 2010
US$'000 US$'000 US$'000 US$'000
Fair value reserve represents the cumulative fair value changes, net of tax, of available-for-sale financial assets until they
are disposed of or impaired.
Group
2011 2010
The details of the employee gratuity expense recognised in the income statement are as follows:
Group
2011 2010
US$'000 US$'000
The details of the provision for employee gratuity at the balance sheet date are as follows:
Group
2011 2010
US$'000 US$'000
Group
2011 2010
US$'000 US$'000
As at end of December 2011, options to subscribe for 4,131,000 shares remained outstanding. No options had been granted in 2011
under the Wilmar ESOS 2000 which was terminated with effect from 29 April 2009. Outstanding options under Wilmar ESOS 2000
remain valid until the respective expiry dates of the options.
Under the Wilmar ESOS 2009, the option entitles eligible participants to subscribe for ordinary shares in the Company at a price
equal to the average of the closing prices of the Company’s shares on SGX-ST on the five trading days immediately preceding the
date of the grant of the option (“Market Price”) or at discount to the Market Price (up to maximum of 20%).
The maximum number of shares (in respect of the options) that may be granted under the Wilmar ESOS 2009, after taking into account
of (i) the total number of new shares issued and issuable in respect of all other share-based incentive schemes of the Company
(including those under the Wilmar ESOS 2000); and (ii) the number of treasury shares delivered in respect of options granted under
all other share-based incentive schemes of the Company (if any), shall not exceed 15% of the total issued shares (excluding treasury
shares) of the Company on the date immediately preceding the relevant date of grant. There are no cash settlement alternatives.
The aggregate number of shares that may be granted to controlling shareholders (and their associates) of the Company shall not
exceed 25% of the total number of shares available under the Wilmar ESOS 2009, provided that the number of shares available
to each controlling shareholder or each of his associates shall not exceed 10% of the total number of shares available under the
aforesaid scheme.
There is no restriction on the eligibility of any participant to participate in any other share-based incentive schemes implemented by
the Company or any of its subsidiaries or by any associated company or otherwise.
On 21 May 2009, the Company granted options to subscribe for a total of 4,750,000 Wilmar shares at S$4.50 per share (being Market
Price as defined above) to all directors of the Company (including two directors who were controlling shareholders). The options are
valid for a term of five years from the date of grant and are exercisable in the following manner:
On 10 March 2010, the Company granted options to subscribe for a total of 25,705,000 Wilmar shares at S$6.68 per share (being the
Market Price as defined above) to directors and senior executives. A total of 2,950,000 option shares were granted to ten directors of
the Company. No options were granted to directors who were controlling shareholders of the Company. The options are valid for a
term of five years from the date of grant and are exercisable in the following manner:
As at 31 December 2011, the total number of shares exercisable under the options granted pursuant to the Wilmar ESOS 2009 was
27,605,000 shares.
2011
Wilmar ESOS 2000
27.11.2008 1,278,000 – – (227,500) 1,050,500 $2.45 28.11.2009 to
26.11.2013
27.11.2008 5,771,000 – – (2,765,500) 3,005,500 $2.45 28.11.2010 to
26.11.2013
09.12.2008 25,000 – – – 25,000 $2.63 10.12.2009 to
08.12.2013
09.12.2008 60,000 – – (10,000) 50,000 $2.63 10.12.2010 to
08.12.2013
7,134,000 – – (3,003,000) 4,131,000
2010
Wilmar ESOS 2000
27.11.2008 4,294,500 – – (3,016,500) 1,278,000 S$2.45 28.11.2009 to
26.11.2013
27.11.2008 8,647,500 – (65,000) (2,811,500) 5,771,000 S$2.45 28.11.2010 to
26.11.2013
09.12.2008 50,000 – – (25,000) 25,000 S$2.63 10.12.2009 to
08.12.2013
09.12.2008 110,000 – (25,000) (25,000) 60,000 S$2.63 10.12.2010 to
08.12.2013
13,102,000 – (90,000) (5,878,000) 7,134,000
No options had been granted during the financial year ended 31 December 2011. The weighted average fair value of options granted
during the financial year ended 31 Dec 2010 was S$2.80.
The weighted average share price at the date of exercise of the options during the financial year was S$5.30 (2010: S$6.20).
The range of exercise prices for options outstanding at the end of the year was from S$2.45 to S$6.68 (2010: S$2.45 to S$6.68).
The weighted average remaining contractual life for these options is 3.0 years (2010: 3.9 years).
The expected volatility reflects the assumptions that the historical volatility is indicative of future trends, which may not necessarily be
the actual outcome.
Group
2011 2010
US$'000 US$'000
Group
2011 2010
US$'000 US$'000
2011 2010
US$'000 US$'000
Committed contracts
Purchase 2,784,417 2,307,821
Group Company
2011 2010 2011 2010
US$'000 US$'000 US$'000 US$'000
Group
2011 2010
US$'000 US$'000
Related Parties
Associates
Group
2011 2010
US$'000 US$'000
Group
2011
US$'000
Quoted prices
in active Significant
markets for other Significant
identical observable unobservable
instruments inputs inputs
(Level 1) (Level 2) (Level 3) Total
Financial assets:
Financial liabilities:
Derivatives
– Forward currency contracts – 130,358 – 130,358
– Futures, options, swap contracts, forward
freight agreements and firm commitment contracts 140,876 35,225 – 176,101
At 31 December 2011 140,876 165,583 – 306,459
Group
2010
US$'000
Quoted prices
in active Significant
markets for other Significant
identical observable unobservable
instruments inputs inputs
(Level 1) (Level 2) (Level 3) Total
Financial assets:
Financial liabilities:
Derivatives
– Forward currency contracts – 147,091 – 147,091
– Futures, options, swap contracts and
forward freight agreements 519,848 37,829 – 557,677
At 31 December 2010 519,848 184,920 – 704,768
The Group classifies fair value measurement using a fair value hierarchy that reflects the significance of the inputs used in making
the measurements. The fair value hierarchy have the following levels:
– Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities
– Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
(i.e., as prices) or indirectly (i.e., derived from prices), and
– Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable inputs)
The methods and assumptions used by management to determine fair values of financial instruments other than those whose
carrying amounts reasonably approximate their fair values as mentioned in Note 34B, are as follows:
• Quoted equity and non-equity instruments Other than the quoted equity instruments disclosed below, fair value is
determined directly by reference to their published market bid price at the
balance sheet date.
• Forward currency contracts Fair value of forward currency contracts is calculated by reference to
current forward exchange rates for contracts with similar maturity profiles.
• F utures, options and swap contracts, firm Where available, quoted market prices are used as a measure of fair values
commitment contracts and forward freight for the outstanding contracts. Where the quoted market prices are not
agreements available, the fair values are based on management’s best estimate and
are arrived at by reference to the market prices of another contract that is
substantially similar.
The following table presents the reconciliation for all financial instruments measured at fair value based on significant
unobservable inputs (Level 3).
Group
US$'000
Embedded
derivatives of Available-for-
convertible sale financial
bonds assets Total
There has been no transfer from Level 1 and Level 2 to Level 3 for the financial years ended 31 December 2011 and 31
December 2010.
The following table shows the impact on fair value of Level 3 financial instruments by using reasonably possible alternative
assumptions:
Group
2011 2010
US$'000 US$'000
Effect of Effect of
reasonably reasonably
possible possible
Carrying alternative Carrying alternative
amount assumptions amount assumptions
The fair value of the quoted equity instruments is estimated using a discounted cash flow model, which includes some
assumptions that are not supported by observable market data. The key inputs used in determining the fair value include
future rental income, capital expenditure and operating expenses. Management believes that capital expenditure is the only
assumption to which there is a reasonably possible alternative. However, any significant capital expenditure above the estimated
level would be factored into any future rental negotiations. Therefore, no sensitivity of changes in this input is undertaken.
The fair value of the embedded derivatives of convertible bonds has been determined using a one-factor model, where stock
prices are assumed to be stochastic (lognormal) while interest rates are assumed to be deterministic. The methodology utilises a
trinomial tree to model changes in the stock price, which is determined by parameters such as the number of time steps and the
(constant) volatility of the stock price. The Group adjusted the stock price by 5% from its value as at balance sheet date, which is
based on the stock price movements of the Company.
B. Fair value of financial instruments by classes that are not carried at fair value and whose carrying amounts are
reasonable approximation of fair value
Current trade and other financial receivables and payables, current and non-current loans and borrowings at floating rate, other bank
deposits and cash and bank balances.
The carrying amounts of these financial assets and liabilities are a reasonable approximation of fair value, either due to their
short-term nature or that they are floating rate instruments that are re-priced to market interest rates on or near the balance
sheet date.
The fair value of financial assets and liabilities by classes that are not carried at fair value and whose carrying amounts are not a
reasonable approximation of fair value are as follows:
Group
2011 2010
US$'000 US$'000
Carrying Fair Carrying Fair
amount value amount value
Financial assets:
Financial liabilities:
Company
2011 2010
US$'000 US$'000
Carrying Fair Carrying Fair
amount value amount value
Financial assets:
# Fair value information has not been disclosed for these financial instruments because fair value cannot be measured reliably.
* Fair value information has not been disclosed for the Group's investments in equity instruments that are carried at cost because fair value cannot be measured reliably.
These equity instruments represent ordinary shares in the companies that are not quoted on any market and do not have any comparable industry peer that is listed.
In addition, the variability in the range of reasonable fair value estimates derived from valuation techniques is significant. The Group does not intend to dispose of these
investments in the foreseeable future.
To ensure a sound system of internal controls, the Board has established a risk management framework for the Group. Wilmar’s risk
governance structure comprises three levels:
The Executive Risk Committee comprises Executive Directors and its responsibilities include, amongst others, the monitoring and
improvement of the overall effectiveness of the risk management system and the review of positions and limits to manage overall risk
exposure.
It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In
addition, receivable balances are monitored on an on-going basis with the result that the Group’s exposure to bad debts is not
significant.
At the balance sheet date, the Group’s maximum exposure to credit risk is represented by the carrying amount of each class of
financial assets recognised in the balance sheets, including derivatives with positive fair values.
The Group determines concentrations of credit risk by monitoring the country and segment profile of its trade receivables on an
on-going basis. The credit risk concentration profile of the Group’s trade receivables (net of allowance for doubtful receivables)
at the balance sheet date is as follows:
Group
2011 2010
US$'000 % US$'000 %
Restated*
By country:
Group
2011 2010
US$'000 % US$'000 %
Restated*
By segment:
#
less than 1%
* In accordance with FRS 103, the Group has restated the prior year's figures subsequent to the finalisation of purchase price allocation exercise for the acquisition of
Sucrogen Limited and its subsidiaries (Note 15).
Trade and other receivables that are neither past due nor impaired are creditworthy debtors with good payment record with
the Group. Cash and cash equivalents, financial assets held for trading and derivatives that are neither past due nor impaired are
placed with or entered into with reputable financial institutions or companies with high credit ratings and no history of default.
Information regarding financial assets that are either past due or impaired is disclosed in Note 23.
The table below summarises the maturity profile of the Group’s and the Company’s financial assets and liabilities at the balance
sheet date based on contractual undiscounted amounts.
2011 2010
US$'000 US$'000
Restated*
Less than 1 to 5 Over 5 Less than 1 to 5 Over 5
1 year years years Total 1 year years years Total
Group
Financial assets:
Available-for-sale
financial assets – 193,843 – 193,843 3,010 – 143,825 146,835
Financial assets held
for trading 333,715 – – 333,715 316,301 – – 316,301
Trade and other
financial receivables 6,659,048 80,101 – 6,739,149 4,433,997 106,810 – 4,540,807
Derivative financial
instruments 239,354 23,660 – 263,014 350,091 131,111 – 481,202
Total cash and bank
balances 7,898,353 – – 7,898,353 6,787,812 – – 6,787,812
Total undiscounted
financial assets 15,130,470 297,604 – 15,428,074 11,891,211 237,921 143,825 12,272,957
* In accordance with FRS 103, the Group has restated the prior year’s figures subsequent to the finalisation of purchase price allocation exercise for the acquisition of
Sucrogen Limited and its subsidiaries (Note 15).
Group
Financial liabilities:
2011 2010
US$'000 US$'000
Less than 1 to 5 Over 5 Less than 1 to 5 Over 5
1 year years years Total 1 year years years Total
Company
Financial assets:
Available-for-sale
financial assets – 36,000 – 36,000 – – 36,000 36,000
Trade and other
financial receivables 1,791,780 129,473 – 1,921,253 2,893,968 104,854 – 2,998,822
Derivative financial
instruments 330 – – 330 – 85,014 – 85,014
Total cash and bank
balances 3,243 – – 3,243 3,450 – – 3,450
Total undiscounted
financial assets 1,795,353 165,473 – 1,960,826 2,897,418 189,868 36,000 3,123,286
Financial liabilities:
2011 2010
US$'000 US$'000
Less than 1 to 5 Over 5 Less than 1 to 5 Over 5
1 year years years Total 1 year years years Total
Group
Company
At the balance sheet date, if the interest rates had been 50 (2010: 50) basis points lower/higher with all other variables including
tax rate held constant, the Group’s profit before tax will be higher/lower by approximately US$68,132,000 (2010: US$53,619,000),
as a result of lower/higher interest expense on these net borrowings. As most of the Group’s borrowings are short-term and trade
related, any interest rate costs are typically priced into the respective trade transactions. Accordingly, the Group has minimum
interest rate exposure risk.
Currency risk arises when transactions are denominated in foreign currencies. The Group seeks to manage its foreign currency
exposure by constructing natural hedges when it matches sales and purchases in any single currency or through financial
instruments, such as foreign currency forward exchange contracts. To manage the currency risk, individual Group entities in
consultation with Group Treasury enter into currency forwards, either in their respective countries or with Group Treasury itself.
Group Treasury in turn manages the overall currency exposure mainly through currency forwards.
The Group is also exposed to currency translation risk arising from its net investments in foreign operations, including Malaysia,
Indonesia, People’s Republic of China, Australia, Europe and Vietnam. The Group’s net investments in these countries are not
hedged as currency positions in these foreign currencies are considered to be long-term in nature.
A 5% strengthening of the United States dollar against the following currencies at the balance sheet date would have increased/
(decreased) profit before tax and equity by the amounts shown below. The analysis assumes that all other variables, in particular
interest rates, remain constant.
While the Group is exposed to fluctuations in agricultural commodities prices, its policy is to minimise their risks arising from
such fluctuations by hedging its sales either through direct purchases of a similar commodity or through futures contracts on
the commodity exchanges. The prices on the commodity exchanges are generally quoted up to twelve months forward.
In the course of hedging its sales either through direct purchases or through futures, options and swap contracts, the Group may
also be exposed to the inherent risk associated with trading activities conducted by its personnel. The Group has in place a risk
management system to manage such risk exposure.
Group
2011 2010
US$'000 US$'000
At the balance sheet date, if the market price had been 5% (2010: 5%) higher/lower with all other variables held constant, the
Group’s profit before tax would have been approximately US$12,532,000 (2010: US$10,653,000) higher/lower, arising as a result
of higher/lower fair value gains on held for trading investments in equity instruments, and the Group’s other reserves in equity
would have been approximately US$1,469,000 (2010: US$1,267,000) higher/lower, arising as a result of an increase/decrease in
the fair value of equity instruments classified as available-for-sale financial assets.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or
adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue
new shares. No changes were made in the objectives, policies or processes during the financial years ended 31 December 2011
and 31 December 2010.
The Group monitors capital using net gearing ratio and adjusted net gearing ratio.
Group
2011 2010
US$'000 US$'000
Restated*
* In accordance with FRS 103, the Group has restated the prior year’s figures subsequent to the finalisation of purchase price allocation exercise for the acquisition of
Sucrogen Limited and its subsidiaries (Note 15).
Group
2011 2010
US$'000 US$'000
Restated*
* In accordance with FRS 103, the Group has restated the prior year’s figures subsequent to the finalisation of purchase price allocation exercise for the acquisition of
Sucrogen Limited and its subsidiaries (Note 15).
Consumer Products
This segment comprises packaging and sales of consumer pack edible oils, rice, flour and grains.
Sugar
Milling
This segment comprises milling of sugarcane to produce raw sugar and also by-products, such as molasses.
Others
This segment includes the manufacturing and distribution of fertiliser products and ship-chartering services.
Except as indicated above, no operating segments have been aggregated to form the above reportable operating segments.
Management monitors the operating results of its business units separately for the purpose of making decisions about resource
allocation and performance assessment. Segment performance is evaluated based on operating profit or loss which in certain respects,
as explained in the table below, is measured differently from operating profit or loss in the consolidated financial statements. Group
income taxes are managed on a group basis and are not allocated to operating segments.
Transfer prices between business segments are set on an arm’s length basis in a manner similar to transactions with third parties.
Segment revenue, expenses and results include transfers between business segments. These transfers are eliminated on consolidation.
Revenue:
Sales to external
customers 22,425,880 10,729,682 6,768,811 82,049 1,015,828 2,044,189 1,643,595 – 44,710,034
Inter-segment 491,450 1,940,605 – 1,760,459 147,714 406 1,233,061 (5,573,695) –
Total revenue 22,917,330 12,670,287 6,768,811 1,842,508 1,163,542 2,044,595 2,876,656 (5,573,695) 44,710,034
Results:
Segment results 585,923 422,886 85,296 733,837 85,710 55,542 41,642 – 2,010,836
Share of results of
associates 19,448 128,685 (494) 23,843 3,109 3,109 7,555 – 185,255
Unallocated expenses (117,350)
Profit before tax 2,078,741
Income tax expense (379,219)
Profit after tax 1,699,522
Assets and
Liabilities:
Segment assets 8,322,607 16,319,402 4,098,204 4,138,618 1,802,840 1,038,687 9,279,475 (7,248,753) 37,751,080
Investment in
associates 377,252 943,554 5,675 92,655 14,717 14,717 130,176 – 1,578,746
Unallocated assets 309,927
Total assets 39,639,753
Segment liabilities 5,902,621 13,746,965 2,073,240 321,245 1,827,509 674,122 6,750,514 (7,248,753) 24,047,463
Unallocated liabilities 1,343,925
Total liabilities 25,391,388
Other segment
information
Additions to non-
current assets 299,446 591,579 171,753 189,971 281,188 89,560 169,426 – 1,792,923
Depreciation,
impairment and
amortisation 122,801 98,869 30,720 38,489 78,077 39,976 69,641 – 478,573
Finance income 88,677 216,287 47,933 7,562 1,099 1,871 66,870 (183,686) 246,613
Finance cost (175,705) (329,681) (64,098) (14,319) (23,487) (24,512) (100,741) 183,686 (548,857)#
# Including non-operating finance costs amounting to approximately US$43,061,000 on bank borrowings for acquisition of Sucrogen Limited and its subsidiaries
Revenue:
Sales to external customers 16,152,667 8,509,122 4,697,160 76,579 941,996 – 30,377,524
Inter-segment 668,671 1,662,913 – 1,408,656 1,076,149 (4,816,389) –
Total revenue 16,821,338 10,172,035 4,697,160 1,485,235 2,018,145 (4,816,389) 30,377,524
Results:
Segment results 587,061 117,502 149,796 635,817 188,535 – 1,678,711
Share of results of associates 24,800 (3,099) 595 9,128 6,703 – 38,127
Unallocated expenses (72,652)
Profit before tax 1,644,186
Income tax expense (189,660)
Profit after tax 1,454,526
* In accordance with FRS 103, the Group has restated the prior year’s figures subsequent to the finalisation of purchase price allocation exercise for the acquisition of Sucrogen
Limited and its subsidiaries (Note 15).
# Including non-operating finance costs amounting to approximately US$339,000 on bank borrowings for acquisition of Sucrogen Limited and its subsidiaries
B The following items are added to/(deducted from) segment results to arrive at “Profit before tax” presented in the
consolidated income statement:
2011 2010
US$'000 US$'000
C Additions to non-current assets consist of additions to property, plant and equipment, intangible assets and biological
assets.
D The following items are added to segment assets to arrive at total assets reported in the consolidated balance sheet:
2011 2010
US$'000 US$'000
Restated*
* In accordance with FRS 103, the Group has restated the prior year’s figures subsequent to the finalisation of purchase price allocation exercise for the acquisition
of Sucrogen Limited and its subsidiaries (Note 15).
E The following items are added to segment liabilities to arrive at total liabilities reported in the consolidated balance sheet:
2011 2010
US$'000 US$'000
Restated*
* In accordance with FRS 103, the Group has restated the prior year’s figures subsequent to the finalisation of purchase price allocation exercise for the acquisition
of Sucrogen Limited and its subsidiaries (Note 15).
Revenue and non-current assets information based on the geographical location of customers and assets respectively are as follows:
* In accordance with FRS 103, the Group has restated the prior year’s figures subsequent to the finalisation of purchase price allocation exercise for the acquisition of Sucrogen
Limited and its subsidiaries (Note 15).
Non-current assets information presented above consists of property, plant and equipment, investment in associates, plasma
investments, biological assets, intangible assets and other receivables as presented in the consolidated balance sheet.
38. DIVIDENDS
Group and Company
2011 2010
US$'000 US$'000
Place of Proportion of
Name of subsidiaries incorporation Principal activities ownership interest
2011 2010
% %
Cai Lan Oils & Fats Industries Vietnam Manufacture and sale of vegetable 68 68
Company Ltd(3) oils and related products
Equatorial Trading Limited(2) Malaysia Investment holding and trading in 78+ 78+
& its subsidiaries vegetable oils
PGEO Group Sdn Bhd(2) Malaysia Investment holding, manufacture and sale 100 100
& its subsidiaries of edible oils
PPB Oil Palms Berhad(2) Malaysia Investment holding, oil palm cultivation and 100 100
& its subsidiaries palm oil milling
PT AMP Plantation(2) Indonesia Oil palm cultivation and palm oil milling 100 100
PT Buluh Cawang Plantations(2) Indonesia Oil palm cultivation and palm oil milling 100 100
PT Kencana Sawit Indonesia(2) Indonesia Oil palm cultivation and palm oil milling 100 100
PT Mustika Sembuluh(2) Indonesia Oil palm cultivation and palm oil milling 90 90
Wii Pte. Ltd.(1) Singapore Finance and treasury centre 100 100
Wilmar China Limited(2) Hong Kong Investment holding, processing and 98+ 98+
& its subsidiaries merchandising of oilseeds, edible oils
and grains
Wilmar Europe Holdings B.V.(2) The Netherlands Investment holding, manufacturing, trading 100 100
& its subsidiaries and sale of edible oil products
Wilmar Ship Holdings Pte. Ltd.(3) Singapore Investment holding, ship-owning, chartering 100 100
& its subsidiaries and ship management
Wilmar Trading Pte Ltd(1) Singapore International trading in edible oils 100 100
Audited by member firms of Ernst & Young Global in the respective countries
(2)
(3)
Audited by other auditors
+
The effective interest of the Group has been rounded to the nearest whole % as indicated
Place of Proportion of
Name of associates incorporation Principal activities ownership interest
2011 2010
% %
Adani Wilmar Limited(3) India Manufacturing and trading of edible oils 50 50
and vanaspati
Bidco Uganda Limited(3) Uganda Manufacture and sale of edible vegetable oils, 39 39
fats and soaps
C. Czarnikow Limited(3) United Kingdom Supplier of world sugar market services, 43+ 43+
including brokerage and advising services
COFCO East Ocean Oils & Grains People's Oilseeds crushing, edible oils refining, 43+ 43+
Industries (Zhangjiagang) Republic of fractionation and packaging; flour and
Co., Ltd(3) China rice milling
FFM Berhad(3) Malaysia Investment holding, grains trading, flour milling 20 –
and animal feed manufacturing
Grand Silver (Lanshan) Limited(3) Hong Kong Investment holding 44+ 44+
Josovina Commodities Pte Ltd(3) Singapore Investment holding and vegetable oils trading 50 50
Lahad Datu Edible Oils Sdn Bhd(3) Malaysia Edible oils refining and palm kernel crushing 45 45
Laiyang Luhua Fengyi Plastics Industry People's Plastics processing 49+ 49+
Co., Ltd(3) Republic of
China
Laiyang Luhua Fragrant Peanut Oil People's Peanut crushing and edible oils packaging 25+ 25+
Co., Ltd(3) Republic of
China
PT Bumipratama Khatulistiwa(2) Indonesia Oil palm cultivation and palm oil milling 44+ 44+
Sasol Yihai (Lianyungang) Alcohol People's Alcohol based oleochemical products processing 39+ 39+
Industries Co., Ltd(3) Republic of
China
Shandong Luhua Fragrant Peanut Oil People's Peanut crushing and edible oils packaging 25+ 25+
Co., Ltd(3) Republic of
China
TSH-Wilmar Sdn. Bhd.(2) Malaysia Palm oil refining and kernel crushing 50 50
Wilmar Consultancy Services Singapore Investment holding and providing Information 50 50
Pte. Ltd.(3) Technology and consultancy services
Wilmar Gavilon Pty Ltd(2) Australia Commodity trading and importer and 50 50
distributor of edible oils
Xiang Yang Luhua Fragrant Peanut Oil People's Peanut crushing and edible oils packaging 32+ 32+
Co., Ltd(3) Republic of
China
Zhoukou Luhua Fragrant Peanut Oil People’s Peanut crushing and edible oils packaging 48+ 48+
Co., Ltd(3) Republic of
China
(1)
Audited by Ernst & Young LLP, Singapore
(2)
Audited by member firms of Ernst & Young Global in the respective countries
(3)
Audited by other auditors
+
The effective interest of the Group has been rounded to the nearest whole % as indicated
The Company, through its lawyers, subsequently sent PIL’s lawyers a letter demanding immediate discontinuance of PIL’s suit
against WTPL, as well as a public apology, failing which steps will be taken to strike out PIL’s suit against WTPL, and the Company
and WTPL will hold PIL fully responsible for all losses, damages and legal costs suffered.
On 10 February 2012, the High Court of Malaya allowed WTPL’s and the other 3 defendants’ striking out applications with costs on
the grounds that the writ of summons and statement of claim filed by PIL did not disclose a reasonable or sustainable cause of
action and that the cause of action filed by PIL was frivolous, vexatious and an abuse of the process of the court. PIL is appealing
to the Court of Appeal of Malaysia against the decision of the High Court whereby PIL’s writ of summons and statement of claim
were ordered to be struck out with costs.
As of the date of this report, no hearing date for PIL’s appeal has been fixed.
Analysis of Shareholdings
Number of Number of
Range of Shareholdings Shareholders % Shares %
1 to 999 760 3.86 145,281 0.00
1,000 to 10,000 16,301 82.88 54,250,630 0.85
10,001 to 1,000,000 2,537 12.90 131,080,363 2.05
1,000,001 and above 71 0.36 6,216,044,818 97.10
Total 19,669 100.00 6,401,521,092 100.00
Substantial Shareholders
As at 6 March 2012
(As recorded in the Register of Substantial Shareholders)
Notes:
1. Mr Kuok Khoon Hong is deemed to be interested in 179,204,971 Shares held by Hong Lee Holdings (Pte) Ltd, 230,461,271 Shares held by HPR Investments Limited, 10,996,073 Shares held by HPRY
Holdings Limited, 336,009,921 Shares held by Longhlin Asia Limited, 6,650,932 Shares held by Pearson Investments Limited and 144,000 Shares held by Kuok Hock Swee & Sons Sdn Bhd.
2. Mr Martua Sitorus is deemed to be interested in 450,877 Shares held by his spouse, 51,267,514 Shares held by Bonoto Investments Limited, 294,801,372 Shares held by Bolney Enterprises Limited,
294,801,479 Shares held by Firefly Limited and 5,000,000 Shares held by Burlingham International Ltd.
3. Longhlin Asia Limited is deemed to be interested in 90,000,000 Shares held in the names of nominee companies.
4. Golden Parklane Limited is deemed to be interested in 51,267,514 Shares held by Bonoto Investments Limited, 294,801,372 Shares held by Bolney Enterprises Limited and 294,801,479 Shares held by
Firefly Limited.
5. Archer Daniels Midland Company is deemed to be interested in 335,625,280 Shares held by Archer Daniels Midland Asia-Pacific Limited and 354,961,795 Shares held by ADM Ag Holding Limited (“ADM
Ag”) and 356,399,775 Shares held by Global Cocoa Holdings Ltd.
6. Archer Daniels Midland Asia-Pacific Limited is deemed to be interested in 354,961,795 Shares held by ADM Ag.
7. Kuok Brothers Sdn Berhad is deemed to be interested in 1,172,614,755 Shares held by PPB Group Berhad, 1,274,200 Shares held by Gaintique Sdn Bhd, 100,000 Shares held by Min Tien & Co Sdn Bhd
and 23,000 Shares held by Hoe Sen (Mersing) Sdn Bhd.
8. Kerry Group Limited is deemed to be interested in 6,732,396 Shares held by Ace Time Holdings Limited, 45,276 Shares held by Alpha Model Limited, 20,651,715 Shares held by Bright Magic Investments
Limited, 504,375 Shares held by Crystal White Limited, 30,405,900 Shares held by Dalex Investments Limited, 256,211,778 Shares held by Harpole Resources Limited, 1,209,032 Shares held by Kerry Asset
Management Limited, 26,836,649 Shares held by Macromind Investments Limited, 21,210,279 Shares held by Marsser Limited, 33,760,355 Shares held by Natalon Company Limited and 242,600,000
Shares held by Noblespirit Corporation.
9. Kerry Holdings Limited is deemed to be interested in 30,405,900 Shares held by Dalex Investments Limited, 256,211,778 Shares held by Harpole Resources Limited, 1,209,032 Shares held by Kerry Asset
Management Limited and 33,760,355 Shares held by Natalon Company Limited.
Information relating to the issue of US$600,000,000 Convertible Bonds due 18 December 2012 (“Convertible Bonds”)
According to the Register of Convertible Bonds, Citivic Nominees Limited was the sole registered shareholder and the amount of Convertible
Bonds held was US$573,500,000 as at 6 March 2012. The Principal Paying Agent and Conversion Agent is Citibank, N.A. London Branch,
at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom.
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at Jurong Room, Lobby Level, Shangri-La Hotel,
22 Orange Grove Road, Singapore 258350 on Friday, 27 April 2012 at 10.00 a.m. for the following businesses:
AS ORDINARY BUSINESS
To consider and if thought fit, to pass the following as Ordinary Resolutions, with or without modifications:
1. To receive and adopt the Audited Accounts for the year ended 31 December 2011 and the Reports of the
Directors and Auditors thereon. (Resolution 1)
2. To approve the payment of a proposed final tax exempt (one-tier) dividend of S$0.031 per ordinary share for the
year ended 31 December 2011. (Resolution 2)
3. To approve the payment of Directors’ fees of S$605,000 for the year ended 31 December 2011 (2010: S$360,000).
(See Explanatory Note 1) (Resolution 3)
(i) Mr Kuok Khoon Hong (Retiring by rotation under Article 99) (Resolution 4)
(ii) Mr Leong Horn Kee (Retiring by rotation under Article 99) (Resolution 5)
(iii) Mr Tay Kah Chye (Retiring by rotation under Article 99) (Resolution 6)
Note: Mr Tay Kah Chye will, upon re-election as a Director of the Company, remain as the Chairman of the Audit Committee and
is considered independent for the purposes of Rule 704(8) of the Listing Manual of the Singapore Exchange Securities Trading
Limited (“SGX-ST”). Mr Tay Kah Chye will also continue to serve as a member of the Nominating Committee upon re-election.
(b) To re-appoint, pursuant to Section 153(6) of the Companies Act, Chapter 50 of Singapore (“Act”), Mr Yeo Teng
Yang, who will be retiring under Section 153 of the Act, to hold office from the date of this Annual General
Meeting until the next Annual General Meeting.
(Resolution 7)
Note: Mr Yeo Teng Yang will, upon re-election as a Director of the Company, remain as a member of the Audit Committee and is
considered independent for the purposes of Rule 704(8) of the Listing Manual of the SGX-ST. Mr Yeo Teng Yang will also continue
to serve as the Chairman of the Risk Management Committee and a member of the Remuneration Committee upon re-election.
5. To re-appoint Ernst & Young LLP as auditors of the Company and to authorise the Directors to fix their (Resolution 8)
remuneration.
AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following as Ordinary Resolutions, with or without modifications:
That:
(a) approval be and is hereby given, for the renewal of the mandate for the purposes of Chapter 9 of the Listing
Manual of Singapore Exchange Securities Trading Limited, for the Company, its subsidiaries and associated
companies (within the meaning of the said Chapter 9) or any of them to enter into any of the transactions
falling within the categories of interested person transactions as set out in the Company’s Addendum
dated 3 April 2012 to Annual Report 2011 (the “Addendum”), with any party who is of the class or classes of
Interested Persons described in the Addendum, provided that such transactions are carried out on normal
commercial terms and will not be prejudicial to the interests of the Company and its minority shareholders
and are in accordance with the procedures as set out in the Addendum (the “IPT Mandate”);
(b) the IPT Mandate shall, unless revoked or varied by the Company in general meeting, continue in force
until the next Annual General Meeting of the Company is held or is required by law to be held, whichever is
earlier; and
(c) the Directors of the Company and/or any of them be and are hereby authorised to do all such acts and things
(including, without limitation, executing all such documents as may be required) as they and/or he may
consider expedient or necessary or in the interests of the Company to give effect to the IPT Mandate and/or
this Resolution.
(See Explanatory Note 2) (Resolution 9)
That, pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore, and the listing rules of the
Singapore Exchange Securities Trading Limited (the “SGX-ST”) (including any supplemental measures thereto
from time to time), approval be and is hereby given to the Directors of the Company to:
(a) (i) issue shares in the capital of the Company whether by way of rights, bonus or otherwise; and/or
(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require
shares to be issued or other transferable rights to subscribe for or purchase shares including but not limited
to the creation and issue of warrants, debentures or other instruments convertible into shares; and
(iii) issue additional Instruments arising from adjustments made to the number of Instruments previously
issued, while the authority conferred by shareholders was in force, in accordance with the terms of issue
of such Instruments, (notwithstanding that such authority conferred by shareholders may have ceased to
be in force);
at any time and upon such terms and conditions and for such purposes and to such persons as the Directors
may in their absolute discretion deem fit; and
(b) (notwithstanding the authority conferred by the shareholders may have ceased to be in force) issue shares
in pursuance of any Instrument made or granted by the Directors while the authority was in force or any
additional Instrument referred to in (a)(iii) above,
(I) the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued in
pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 50% of the total
number of issued shares (excluding treasury shares) in the capital of the Company at the time of the passing
of this Resolution (as calculated in accordance with subparagraph (II) below), of which the aggregate number
of shares issued other than on a pro rata basis to existing shareholders (including shares to be issued in
pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 20% of the total
number of issued shares (excluding treasury shares) in the capital of the Company at the time of the passing
of this Resolution (as calculated in accordance with subparagraph (II) below);
(II) (subject to such manner of calculation as may be prescribed by SGX-ST for the purpose of determining the
aggregate number of shares that may be issued under subparagraph (I) above), the percentage of the issued
shares is based on the Company’s total number of issued shares (excluding treasury shares) at the time of the
passing of this Resolution after adjusting for:
(i) new shares arising from the conversion or exercise of convertible securities;
(ii) new shares arising from the exercise of share options or vesting of share awards outstanding or subsisting
at the time of the passing of this Resolution, provided the options or awards were granted in compliance
with Part VIII of Chapter 8 of the Listing Manual of SGX-ST; and
(iii) any subsequent bonus issue, consolidation or subdivision of the Company’s shares; and
(III) the authority conferred by this Resolution shall, unless revoked or varied by the Company at a general
meeting, continue in force until the conclusion of the next Annual General Meeting or the date by which the
next Annual General Meeting of the Company is required by law to be held, whichever is earlier.
(See Explanatory Note 3) (Resolution 10)
8. Authority to grant options and issue and allot shares under Wilmar Executives Share Option Scheme 2009
That authority be and is hereby given to the Directors of the Company to offer and grant options from time to
time in accordance with the provisions of the Wilmar Executives Share Option Scheme 2009 of the Company
(“Wilmar ESOS 2009”) and, pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore, to issue and
allot from time to time such number of shares in the capital of the Company as may be required to be issued
pursuant to the exercise of options granted (while the authority conferred by this Resolution is in force) under
the Wilmar ESOS 2009, notwithstanding that the authority conferred by this Resolution may have ceased to be
in force, PROVIDED ALWAYS THAT:
(a) the aggregate number of shares over which the committee may offer to grant options on any date, when
added to the number of new shares issued and/or issuable and/or existing shares transferred and/or
transferable in respect of the options granted under the Wilmar ESOS 2009 and in respect of all other share-
based incentive schemes of the Company (including but not limited to the Wilmar Executives Share Option
Scheme 2000), if any, shall not exceed 15% of the total number of issued shares (excluding treasury shares)
from time to time; and
(b) the authority conferred by this Resolution shall, unless revoked or varied by the Company at a general
meeting, continue in force until the conclusion of the next Annual General Meeting or the date by which the
next Annual General Meeting of the Company is required by law to be held, whichever is earlier.
(See Explanatory Note 4) (Resolution 11)
NOTICE is also hereby given that the Share Transfer Register and Register of Members of the Company will be
closed from 8 May 2012, 5.00 p.m. to 9 May 2012, both dates inclusive, for the purpose of determining shareholders’
entitlement to the Company’s proposed final tax exempt (one-tier) dividend of S$0.031 per ordinary share for the
financial year ended 31 December 2011 (the “Proposed Final Dividend”).
Duly completed registrable transfers received by the Company’s registrar, Tricor Barbinder Share Registration Services,
of 80 Robinson Road #02-00, Singapore 068898 up to 5.00 p.m. on 8 May 2012 will be registered to determine
shareholders’ entitlement to the Proposed Final Dividend. The Proposed Final Dividend, if approved at the Annual
General Meeting to be held on 27 April 2012, will be paid on 18 May 2012.
Depositors whose securities accounts with The Central Depository (Pte) Limited are credited with the Company’s
shares as at 5.00 p.m. on 8 May 2012 will be entitled to the Proposed Final Dividend.
Singapore
3 April 2012
Explanatory Notes:
1. The Ordinary Resolution 3 proposed in item no. 3 above, is to approve the payment of Directors’ fees of S$605,000 (2010: S$360,000)
for the financial year ended 31 December 2011 for services rendered by Non-Executive Directors and Non-Executive Independent
Directors. The increase in Directors’ fee of S$245,000 is due to the proposed payment of the basic fee, in accordance with the
existing fee structure, of S$70,000 for each of the three Non-Executive Directors and a proposed supplemental fee of S$5,000 each
to Board members, amounting to a total of S$35,000, for serving on the following Board Committees namely, Audit Committee,
Risk Management Committee, Remuneration Committee and Nominating Committee. The Non-Executive Directors and members
(except for the respective Chairmen) of the Board Committees were previously not paid any fees for attendance at and contributions
to Board and Board Committee meetings.
2. The Ordinary Resolution 9 proposed in item no. 6 above, if passed, will renew the IPT Mandate for the Company, its subsidiaries
and associated companies that are considered “entities at risk” to enter in the ordinary course of business into certain types of
transactions with specified classes of the Interested Persons set out in the Addendum. Such resolution, if passed, will take effect from
the date of the above Meeting until the next Annual General Meeting (unless revoked or varied by the Company in general meeting).
The IPT Mandate, the renewal of which was approved by shareholders at the last Annual General Meeting of the Company held on
28 April 2011, will be expiring at the forthcoming Annual General Meeting. Information relating to the renewal of the IPT Mandate
can be found in the Addendum dated 3 April 2012 to the Company’s Annual Report 2011.
3. The Ordinary Resolution 10 proposed in item no. 7 above, if passed, will authorise the Directors of the Company from the date of the
above Meeting until the next Annual General Meeting to issue shares and convertible securities in the Company up to an amount
not exceeding 50% of the total number of issued shares (excluding treasury shares) in the capital of the Company, of which up to
20% may be issued other than on a pro rata basis to shareholders. The aggregate number of shares which may be issued shall be
based on the total number of issued shares at the time that Ordinary Resolution 10 is passed, after adjusting for new shares arising
from the conversion or exercise of any convertible securities or share options or vesting of share awards which are outstanding or
subsisting at the time that Ordinary Resolution 10 is passed, and any subsequent bonus issue or consolidation or subdivision of
shares. This authority will, unless revoked or varied at a general meeting, expire at the next Annual General Meeting of the Company.
4. The Ordinary Resolution 11 proposed in item no. 8 above, if passed, will empower the Directors of the Company from the date of
the above Meeting until the next Annual General Meeting to offer and grant options under the Wilmar ESOS 2009 and to issue and
allot shares pursuant to the exercise of such options under the aforesaid option scheme, provided that the aggregate number of
shares over which the committee may offer to grant options on any date, when added to the number of new shares issued and/or
issuable and/or existing shares transferred and/or transferable in respect of the options granted under the Wilmar ESOS 2009 and
in respect of all other share-based incentive schemes of the Company (including but not limited to the Wilmar Executives Share
Option Scheme 2000), if any, shall not exceed 15% of the total number of issued shares (excluding treasury shares) in the capital of
the Company from time to time. This authority will, unless revoked or varied at a general meeting, expire at the next Annual General
Meeting of the Company.
Notes:
1. A Member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint one proxy or two
proxies to attend and vote in his stead, save that no such limit shall be imposed on the number of proxies appointed by members
which are nominee companies.
3. If the appointor is a corporation, the proxy form must be executed under seal or the hand of its attorney or officer duly authorised.
4. The instrument or form appointing a proxy, duly executed, must be deposited at the office of the Company’s registrar, Tricor
Barbinder Share Registration Services, at 80 Robinson Road, #02-00 Singapore 068898 not less than 48 hours before the time
appointed for the holding of the Annual General Meeting in order for the proxy to be entitled to attend and vote at the Annual
General Meeting.
of (Address)
as my/our proxy/proxies to attend and to vote for me/us on my/our behalf and, if necessary, to demand a poll, at the Annual General
Meeting of the Company to be held at Jurong Room, Lobby Level, Shangri-La Hotel, 22 Orange Grove Road, Singapore 258350 on Friday,
27 April 2012 at 10.00 a.m. and at any adjournment thereof.
I/We direct my/our proxy/proxies to vote for or against the Ordinary Resolutions to be proposed at the Annual General Meeting as
indicated hereunder. If no specific directions as to voting are given, the proxy/proxies will vote or abstain from voting at his/their discretion.
* Please indicate your vote “For” or “Against” with a “X” within the box provided.
** If you wish to use all your votes “For” or “Against”, please indicate with an “X” within the box provided. Otherwise, please indicate number of votes “For” or “Against”
for each resolution within the box provided.
Affix
Postage
Stamp
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