Olam Agri 1
Olam Agri 1
Olam Agri 1
Re-imagining
Global Agriculture
Strategy Report Olam International Annual Report 2017 olamgroup.com
Our vision
To be the most differentiated and valuable global agri-business by 2040.
This report is the first on our journey to develop a new model of reporting that provides
insight into how we create value over the long-term. We aim to communicate how
we identify, develop, preserve and deploy strategic assets in line with our company’s
purpose. A separate Global Reporting Initiative (GRI) report is available on our website
at olamgroup.com.
How we win
Our success has and always will come from innovating our business model 'The Olam Way' to
achieve the unexpected. We have built deep industry expertise, distinctive capabilities and
differentiated our business sufficiently to ensure profitable growth.
1 2 3 4 5 6
A focus on niche Defensible niche A unique African A model to Differentiated A uniquely
commodities and strategies in footprint and out-origin our value-added shaped
businesses with mainstream operating competition solutions and portfolio
leadership commodity capability services
positions categories to customers
Our Capitals
We focus on 7 Capitals to drive long-term value creation:
Where we operate
We operate in the upstream1, midstream2, and downstream3 parts of the agriculture value chain. This selective integration
enables us to take advantage of our assets, competencies and expertise to take greater control from seed to shelf of our
value chain and to capture excess returns.
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Group CEO review
Re-imagining
Global Agriculture
In 2017, we defined our new purpose, ‘Re-imagining Global
Agriculture: Growing Responsibly,’ which has now become
our cause and sets the theme for this annual report.
olamgroup.com 1
Sunny Verghese
Co-Founder and Group CEO
Group CEO review
Innovating
and evolving
our business model,
‘The Olam Way.’
2017 was a year marked by profound political and
economic changes around the world. Key developments in
areas including global trade, financial and capital markets,
environment and climate change, geo-political contexts,
and consolidation in the agri-sector continued unabated
through the course of the year.
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Group CEO review continued
“The progress made in all our businesses during the year, both in
financial terms as well as our positive impact on people and planet,
is proof that our commitment to maximising value and purpose
concurrently is the right balance.”
Overview including better pricing power, more customer stickiness,
and a larger share of our customers’ wallet. At the same
2017 was a year marked by profound political and
time, we have also positively impacted the communities
economic changes around the world. Key developments
where we operate and reduced our negative impacts on
in areas including global trade, financial and capital
the environment. Specific examples of these sustainability
markets, environment and climate change, geo-political
initiatives are detailed in the review of the various
contexts, and consolidation in the agri-sector continued
reporting segments (see pages 46 to 66) as well as the
unabated through the course of the year. I am pleased
reporting on the various Capitals (see pages 68 to 88).
to report that against this challenging backdrop,
We believe that putting sustainability at the heart of
Olam’s clear and differentiated strategy, coupled with key
our business is fundamental to our strategy of building
initiatives that we undertook to accelerate the delivery of
a business that is more consistent, sustainable
long-term value to both our continuing shareholders and
and enduring.
other key stakeholders yielded outstanding results.
In this regard, we believe that Olam must become
We grew top line in terms of both sales volume and sales
more innovative and find new ways of doing things to
revenue by 56.3% and 27.6% respectively, improved
better manage our impact on the 9 Planetary Boundaries1,
bottom line with reported PATMI and Operational PATMI
and help achieve the 17 UN Sustainable Development
growing by 65.3% and 18.6% respectively, enhanced
Goals (SDGs), particularly SDG Goal 2 “End hunger,
returns with ROE improving by 290 basis points to 9.0%,
achieve food security and improved nutrition, and
and EBITDA / Invested Capital improving by 40 basis
promote sustainable agriculture.” As a company, and
points to 8.2%, delivered record free cash flows of S$1.5
indeed as part of the larger agri-sector, we need to find
billion in FCFF and S$1.02 billion in FCFE, and materially
ways of producing more of the right kind of food using
reduced net gearing from 1.99x as at end-December
fewer resources in terms of land, water, farm inputs and
2016 to 1.46x as at end-December 2017.
elimination of waste to meet the rapidly growing global
We also continued to invest for the future with gross demand for food, feed, fibre and fuel. At Olam, we
capex expenditure of S$970.6 million in 2017 largely in have recognised these challenges and have taken
our prioritised platforms. Nearly 24.7% or S$3.9 billion concrete measures (as explained in the later sections
of our total invested capital of S$15.8 billion as of of this report) to address them so that we, and our
31 December 2017 is still gestating or only partially stakeholders, can continue to responsibly and profitably
contributing at this stage, laying a strong foundation grow in the future.
for future profitable growth from these gestating
investments. We have thus balanced both the Key industry trends and Olam’s response
short-term and long-term well.
Trade and Contestability of Global Output
In addition to investing selectively in a configuration
The new US Administration, which focused on tax reform,
of upstream (plantation), midstream (manufacturing)
regulation and immigration issues in its first year in office,
and supply chain assets, our progress in delivering
has now turned its attention to trade policy with potentially
these results is also a function of continually making
serious consequences for the global economy.
important investments to build our capabilities,
In addition to the adverse impact of the US
people and systems.
Administration’s immigration policy on the availability
While we are pleased with these results and outcomes, of farm workers, recent US trade actions including
we are prouder still that we have achieved this profitable withdrawing from the TPP, re-negotiating NAFTA,
growth in a more consistent, responsible and sustainable re-negotiation of the Korea-US Free Trade Agreement,
way. The progress made in all our businesses during the tariffs on solar panels and washing machines, tariffs
year, both in financial terms as well as our positive impact on steel and aluminium, the USTR’s investigation of
on people and planet, is proof that our commitment to China’s industrial policies and technology transfer
maximising value and purpose concurrently is the right practices, and its recent launch of a WTO challenge
balance. Our sustainability initiatives in 2017 across our against India over its export subsidies, have all been
various businesses have offered us tangible benefits, actions that have amplified uncertainty around
global trade.
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Group CEO review continued
Across the world, certain consumer trends in food are increasingly impacting our
customers’ businesses.
We can classify these trends into 4 main categories, namely, quality, responsible sourcing, reliability and innovation.
Food safety is non-negotiable and sustainability is becoming a pre-requisite as many customers have to meet their
own 2020 sustainability commitments. While there are still challenges over the cost of sustainable production, there is
a strong opportunity to secure larger volume contracts. All these present new opportunities for Olam to differentiate
and lead.
Ethical living • Advancing sustainability throughout our operations from plantation to processing
based on our ethos of Growing Responsibly.
• Increasing attention paid towards ethical
• Long-standing and highly regarded sustainability programmes offering support to
sourcing and ethical eating.
farmers on commercial, social and environmental issues. More than 360,000 in
• Social entrepreneurship is increasing among Olam Livelihood Charter (OLC) initiatives alone.
younger generations.
• New Olam Farmer Information System (OFIS) offers unparalleled insights at farmer
• More companies advocating ethics as a level for more targeted impact programmes.
competitive differentiator.
• Instilling standards in indirect sourcing through Olam Supplier Code and
industry partnerships.
• Committed to international standards e.g. RSPO etc.
• Strong programmes with certifiers recognised by consumers (e.g. Rainforest Alliance).
• CR&S1 10 material areas, specific goals and sustainability annual reporting,
commitment to implementing the UN Sustainable Development Goals.
Connected consumers • Through our sustainability reporting and direct engagement, we aim for transparency
with our customers as well as other stakeholders, addressing issues as they arise while
• Increasing connectivity allows consumers to also seeking to improve wider understanding of issues in the agri-complex.
experience and interact with digital content.
• The launch of our AtSource offering which is Olam’s purpose led platform to drive the
• Demand for greater transparency amplified as delivery and purchase of more sustainable and traceable agricultural products, is a
news is proliferated through social media. major initiative that provides transparency to our customers across multiple KPIs that
• The customer journey weaves a brand into the are relevant to them.
entire consumption experience, providing • We support customers with specific case histories and other relevant information to
value before, during and after the purchase. provide to their end consumers and bring their brand story to life.
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Group CEO review continued
We have zero tolerance for lack of adherence to any employees, in particular increasing and better balancing
human rights violations and insist that the dignity of others the number of women in senior management positions
is respected in our operations both across our direct and in the company. While we can point to historical legacy
indirect supply chains. We are committed to and work reasons for up-country positions in tough emerging/
hard to ensure that the 10 principles of the UN Global frontier markets mostly being held by men, we know
Compact are upheld. A new cross commodity Fair we can and must do better to tap valuable skills by
Employment Policy will be issued later this year to supporting and encouraging women to consider
reinforce our efforts in this regard. We have more work to a broader range of roles within Olam and fulfil
do to ensure greater levels of diversity amongst our their potential.
Innovation in agriculture long wingspan drones on the farms and other digital
The existing levers to increasing farm yields and solutions are fundamentally transforming agricultural
productivity, including acreage expansion, higher fertiliser production landscapes.
application rates, increased crop protection application At Olam, we have both significant direct farming and
rates, farm equipment size and horse power, adoption plantation exposure with 2.4 million hectares of farming,
of GMO seed, etc. has more or less run its course. plantations and forestry footprint, growing 26 different
In addition, inflation in cost of production and farm wage crops, large out-grower or contract growing programmes
growth, have put severe pressure on margins at the farm in addition to third party sourcing from smallholder
level. We need new productivity breakthroughs to sustain farmers and agents. We need to therefore be at the top of
global agriculture. our game in terms of leveraging technology to produce
Fortunately, rapid innovation in agriculture, including crops more efficiently and sustainably. Today, we are at
precision farming techniques, vertical farming, urban the leading edge of building smart farms and ‘Farm of the
farming, development of alternative proteins and high Future’ to ultimately increase productivity, reduce
tech food, advanced genetics, using IoT1 sensors to costs and enhance sustainability of our supply chains.
improve irrigation efficiencies, cloud seeding, waste Some of the key initiatives on how we are leveraging
packaging solutions, blockchain for food traceability and technology (many of which were adopted by us in 2017)
trust, robotic harvesting, widespread use of micro and to achieve this across our farming and plantation
operations are shown below:
1. Internet of Things
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Group CEO review continued
Clear and Differentiated Strategy I had described our current strategy in detail in the
CEO Review of 2015 and 2016 which is summarised here:
In 2017 we completed the second year of our 2016-2018
Strategic Plan. We have now entered the last year of this
plan (2018). There was no change to our strategy in 2017.
Our strategy is centred around a strong core, namely Our Strategy: Focused, differentiated
supply chain management of agricultural raw materials and defensible
and food ingredients (origination, logistics, trading and
risk management) and then selectively integrating across 1. Focused on niche commodities and niche
the value chain, including upstream (plantations and businesses with global leadership positions
farming), midstream (manufacturing and processing) (e.g. Edible Nuts, Cocoa, Coffee, Spices &
and downstream (packaged foods distribution). In line Vegetable Ingredients, Cotton, Rice, Packaged
with our strategic plan in 2017, we continued to pursue Foods & Rubber)
growth in our prioritised platforms, worked to turnaround
underperforming businesses, and nurtured our gestating 2. Adopt defensible niche strategies in
assets to start contributing. As described in the overview mainstream commodity categories
section of this review and in the following Group COO (e.g. Grains: Africa Milling and asset light
Review (see pages 37 to 66) these initiatives have yielded destination trading; Animal Feeds; Key
strong results. emerging markets in Africa and Asia; Sugar:
In the second half of 2018, we will embark on our next Indonesia Refining, India Milling; Palm:
2 - 3 year strategic plan exercise for the two 3-year leadership in West Africa)
periods 2019-2021 & 2022-2024. This new strategic plan
will be communicated in early 2019 once it is approved 3. Unique African footprint and operating
by our Board. capabilities: Direct presence in 25 countries
in Africa
Our clear and differentiated strategy in terms of where
we participate and how we win in our industry, has
4. Out-origin our competition: Buying directly
helped us achieve more consistent, sustainable and
from growers and village level agents
profitable growth over the current plan period. We are
at the farmgate or the lowest level of
focused on the agri-complex but broadly diversified within
aggregation possible
it. We have built market leading positions in our prioritised
platforms (Edible Nuts, Cocoa, Grains, Coffee and Animal
Feed, Spices and Vegetable Ingredients and Cotton) and 5. Provide value-added solutions and services
strategic niche positions in a number of other adjacent to customers: Traceability guarantees,
products, markets and value chain segments (Palm, sustainable and certified raw materials, vendor
Rubber, Wood Products, Packaged Foods Business and managed inventory solutions, risk management
Ag Logistics in Africa, Rice in Asia and Africa, Sugar solutions and proprietary market intelligence
Milling and Refining in Asia, Dairy farming in Russia and
Uruguay etc.). 6. Uniquely shaped portfolio: Selective and
diversified participation across products,
geographies and value chain
Accelerate
Ensure minimum
investments Prove model Deconsolidate/
profit size and
to achieve before scaling Monetise
high returns
leadership
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Group CEO review continued
Evolution of Olam’s Business Model: Olam 2.0 shows that in 1975, 83% of the S&P 500 companies
market value was explained by their tangible assets and
In my CEO Review for 2015, I had described in detail
only 17% by their intangible assets, whereas in 2015 only
Olam’s business model which we call ‘The Olam Way’.
16% of the S&P 500 market value was determined by its
‘The Olam Way’ forms the basis for the way we lead,
tangible assets and 84% was explained by their
organise, compete, grow and succeed in the marketplace.
intangible assets.
We compete on the basis of this business model and
like other winning business models, we expect ours to To create value over the long-term, it has become
achieve the unexpected, by helping us realise our Vision increasingly clear that organisations need to actively
of ‘becoming the most differentiated and valuable global manage a broader set of drivers beyond Financial and
agribusiness by 2040’. Economic Capital (equity, debt, tangible assets) that
includes Manufactured Capital (the stock of the
‘The Olam Way’ has 12 elements that together deliver 4
company’s factories, farms, equipment, etc.), Intellectual
objectives for us: i) Setting the direction for the company;
Capital (R&D, patents, copyrights, knowhow,
ii) Defining where to play and how to win; iii) Knowing
organisational systems and processes, etc.), Intangible
who we are; and iv) Aligning the organisation to deliver
Capital (brand, reputation, know-how etc.), Human
our strategy.
Capital (motivation and engagement of its employees,
The current ‘Olam Way’ version Olam 1.0 has served us attrition rates, capability development, culture, spirit,
well for the last 28 years. The many changes and actions capacity to innovate, etc.), Social Capital (relationship
initiated over the course of the last 2 years is likely to between the company and all its stakeholders including
result in Olam becoming by the end of 2018, a very communities, government relations, customers and other
different company from the Olam of 3 years ago. We now supply chain partners) and Natural Capital (including the
have an extensive upstream farming and plantation company’s carbon, water, waste footprint and the cost of
footprint; our midstream manufacturing footprint has these externalities). However, these broader set of
grown 10-fold during this period, we are recognised as long-term drivers and different forms of Capital that drive
being leaders in sustainability, and our farmer/supplier long-term value are not universally assessed in current
and customer networks/engagement have given us a reporting frameworks, even though they drive a significant
global edge in many of our products. All these initiatives portion of today’s market value.
and changes combined together has resulted in Olam 1.0
There is a significant and increasing disconnect between
evolving into Olam 2.0. This is an evolutionary rather than
today’s reporting formats and the drivers of long-term
a revolutionary change.
value for a few specific reasons: i) accounting profit and
We have a broad consensus within the company for the shareholder returns are disconnected because
need and importance of keeping ‘The Olam Way’ accounting profit is quick to recognise the short-term
dynamic and treating it as an active and living document changes in revenues and costs, but does not account for
to be continually refined and strengthened so that it is the value likely to be derived from investments made for
always fit for purpose. As our business changes, ‘The the long term. For example, at Olam (as described in the
Olam Way’ will continue to evolve with it. Olam 2.0 is this earlier sections of this review) we have invested
first major evolution of ‘The Olam Way’. significantly in sustainability, digitalisation and capability
We have identified 6 key priorities in Olam 2.0 that will building initiatives, all of which will decrease our
help us stay ahead and make Olam future ready: i) Focus accounting profits, however it does not reflect the
on drivers of long-term value; ii) Put sustainability at the potential value that will be created from these
heart of our business; iii) Build operational excellence as investments; ii) we often measure and report what is easy
a core competency; iv) Lead industry’s digital disruption rather than what is right, for example, inadequate
and transformation; v) Enhance our culture, values and reporting on intangibles; iii) the failure of companies to
spirit; and vi) Realign and renew our organisation to address idiosyncratic Environmental, Social and
execute our strategy. Governance (ESG) tail risks, which if materialised,
diminishes future cash flows and increases the cost of
1 Focus on drivers of long-term value capital; and iv) the timelines mismatch by co-mingling
operating cost with different forms of long-term, gestating
Research by Ocean Tomo LLC (one of the world’s capital investments, which confuses the understanding of
leading Intellectual Capital Valuation, Management and how well an organisation is investing to maintain or
Advisory Services firm) done on the S&P 500 companies enhance its long-term competitive advantage.
for the last 45 year period shows that the market value of
This is why we at Olam have now begun to value these
these companies over time is explained less by the value
broad set of drivers and measure the various forms of
of their tangible assets and is increasingly determined
capital that drive long-term value for the company.
more by the value of their intangible assets. The study
4 objectives 12 elements
The many changes initiated over the course of the last 2 years has transformed Olam. Today, we are the world’s
largest planter, have significantly grown our midstream footprint, have become leaders in sustainability and our
farmer/supplier and customer networks have given us a global edge. All these initiatives and changes combined
together have resulted in Olam 1.0 evolving into Olam 2.0. We have identified 6 priorities in Olam 2.0 that will
help us stay ahead and make us future ready:
1 2 3 4 5 6
Focus on Put Build Lead industry’s Enhance our Realign our
drivers of sustainability operational digital disruption culture, values organisation
long-term value at the heart of excellence and and spirit
our business as a core transformation
competency
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Group CEO review continued
Put sustainability at the heart of our Our refreshed Corporate Responsibility & Sustainability
2
business (CR&S) Framework
To this end, we refreshed our global CR&S framework in
At Olam, we have now firmly put sustainability at the heart
2017 to integrate our new purpose with our 10 new
of our business with 5 specific objectives in mind: i) it is
Material Areas, and the UN SDGs that these key material
the ‘right’ thing to do; ii) help increase agricultural
areas will impact. We have also now mapped and aligned
production within the Planetary Boundaries, iii) to create
our Material Areas (our focus areas) to the 9 Planetary
differentiation and build competitive advantage; iv) to
Boundaries. In this exercise we added certain Material
drive long-term value creation by reducing the risk to
Areas that were missing from the Planetary Boundaries
future cash flows because of an idiosyncratic ESG tail risk
framework and removed certain other overlapping areas.
and by reducing the cost of capital because of a higher
Most importantly, we have now fully aligned our Purpose,
ESG orientation; and v) to inspire our employees by
the Material Areas, Planetary Boundaries and the UN
providing them meaning to their work.
SDGs in a coherent manner in our new CR&S Framework
Ensuring Olam grows responsibly has been a core tenet described on page 15.
of how we have done business at Olam for several years
Achieving our new purpose is important for our
and indeed ‘Growing Responsibly’ has been our Core
shareholders, customers, farmers, Board, management
Purpose since 2012. In 2017, we decided to refresh our
and our 72,000 employees across the world.
Core Purpose. A good Purpose must answer 2 questions:
1) What are we on fire about? Why do we come to work
every day? What is our Cause? What is the big problem
that we are trying to solve?; and 2) How do we conduct “ We go beyond considering ESG
our business? In order to answer the first set of questions
above, we need to understand the problem that we are all
factors… We actively seek out
trying to solve for in our industry. opportunities that provide
As described under the Social Capital and Natural
Capital impacts sections, on pages 72 to 82, agriculture
sustainable solutions for a
faces the immense challenge of producing enough food
and fibre for 9.5 billion people by 2050, while alleviating
growing global population.”
poverty, providing employment and decent livelihood
opportunities in rural areas, while at the same time Temasek Holdings
conserving natural habitats and biodiversity. (Olam’s Strategic Partner and major shareholder,
Unsustainable conversion or over exploitation of forests 53.8% stake in Olam)
and other natural habitats for food, feed, fibre and fuel,
and other related purposes, threaten our natural life
support systems including, soil, air, water, all living things In this context, we ramped up external stakeholder
and the global climate with serious implication for future engagement in 2017, notably related to our palm and
generations. A response based mainly on doing less rubber operations, on definitions of deforestation and
harm or focusing efforts to eliminate unacceptable how the ‘trade off’ between alleviating abject poverty in
practices such as deforestation at the scale of individual agriculturally deficient areas while protecting vital natural
farms, or on incremental improvements by companies capital can be managed.
representing a small fraction of the supply chain, will not As a key part of our outreach, the Gabon team welcomed
be enough to meet these challenges. Instead, we need to more than 50 NGOs and governmental, finance and
‘Re-imagine Global Agriculture’, shifting away from multi-lateral agency stakeholders to our operations as
destructive resource extraction and towards achieving part of The Forests Dialogue to discuss the challenges
a net positive impact at scale based on the creation facing this highly forested nation. In parallel, we are
and restoration of natural and social capital within working extensively to halt smallholder encroachment
living landscapes. That is why we have embraced into forests. We have created large set asides (around
‘Re-imagining Global Agriculture: Growing Responsibly’ 50% of the total concession area) of High Conservation
as our new purpose in 2017. Value areas in our palm and rubber plantations, and are
Re-imagining global agriculture : Growing Responsibly protecting these areas at our cost and responsibility.
What are we on fire about? How do we conduct Olam Cocoa was also a founding member of the Cocoa &
our business? Forests Initiative launched by The Prince of Wales’
Re-imagining Global Agriculture Growing Responsibly International Sustainability Unit, working in partnership
What do we want to achieve?
with the World Cocoa Foundation and IDH the
Sustainable Trade Initiative.
Prosperous farms Thriving Re-generation
and farming systems communities of the living world
Enablers
Policies
Enablers Health & Safety Quality & Food Safety Labour Living Landscapes
Standards
Olam Livelihood Charter
Farmers
Plantations Olam Plantations, Concessions & Farms Code
Suppliers Supplier Code
Factories & worksites QEHS Standards
Launching Olam AtSource: Delivering our The AtSource digital platform makes sustainability
sustainability vision tracking and reporting easy. For example, customers can
access maps and product journeys, environmental
As part of our Purpose to ‘Re-imagine Global Agriculture’
footprints, socio-economic metrics and tailored impact
we have launched Olam AtSource, our purpose-led
stories. Customers and Olam can also use the data to
platform to drive purchase and delivery of more sustainable
inform decision-making to compare performance and
agricultural products and ingredients with our customers.
progress between farmer groups, develop more precise,
Delivered through an accessible digital portal, AtSource
and therefore efficient, sustainability programmes with
provides traceability through our supply chain, assurance,
base line data and better understand impacts and make
data and farmer narratives of real on-the-ground impact of
adjustments e.g. use renewables versus fossil fuels.
our sustainability initiatives. It connects customers to the
source of their supply, empowering our customers to have AtSource is Olam’s commitment to a more transparent and
end-to-end sustainable supply chains, helping them to sustainable agricultural products supply from the grass
differentiate with their customers. In essence, it embeds roots up.
the ‘Olam Sustainability Chip’ in our products
and services. “When making decisions on loans
AtSource products are available in 3 tiers tailored to
supporting our customers ‘unique sustainability journeys.
and investment proposals, we
These 3 tiers provide a pathway for progression across consider not only economic factors,
4 key dimensions: traceability level (e.g. country, farmer
group, farm); footprint and impact information; types of but impacts to the environment and
sustainability initiative; and type of verification or assurance.
Performance and impact are then tracked across 12 core
society as well.”
sustainability topics including health and safety, food
safety and quality, labour practices, diversity and inclusion Sustainability Framework, Mitsubishi Corporation
(these 4 topics cover the people dimension), climate (Olam’s Strategic Partner and major shareholder,
change, water use, forest protection and ecosystems and 17.5% stake in Olam)
soil health (these 4 topics cover the planet or environment
dimension) and economic viability, education, health and
well-being, and nutrition and food security (these 4 topic
cover the farmer livelihoods/social dimension).
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Group CEO review continued
AtSource products are available in 3 tiers, supporting unique customer sustainability journeys.
• The platform delivers product journey maps, • Customers can view tailored sustainability narratives
environmental footprints and key socio-economic and farmer stories specific to the impact in their
metrics from Olam’s supply chains. product’s supply chains.
New
competencies
Operational World’s World’s
Digitalisation Sustainability
excellence best trader best planter
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Group CEO review continued
Lead industry’s digital disruption and developed and tested a number of solutions for different
4 transformation parts of our business across 3 buckets in 2017: i) Olam
Direct; ii) Olam Inside; and iii) Olam Forward. Our goal is
Digitalisation is disrupting and transforming almost every to digitise our highest value supply chains end-to-end,
sector in today’s world and fundamentally changing the both to drive cost efficiencies and capture additional
way we live and do business. Digital disruptions are value across the supply chain.
happening at both ends of our value chain. At the back In 2017, we rolled out 10 digital initiatives including Olam
end, we have the rise of platforms affecting origination Direct, Customer Service Portal, a Small and Medium
(eg. Online Agri marketplaces) while at the front end, tech Business e-Commerce Portal, Drone Image Analytics,
giants are crossing over into new business verticals Walk the Field mobile app, Digital Warehouse, Transact
(Amazon is a good example of this changing landscape and Trace, Digital Procurement, Paperless Trade, Electric
with their purchase of Whole Foods). Motors Condition Monitoring, and Dryer Optimisation.
As outlined in my CEO Review for 2016, we embarked on We have seen promising results in many of these pilots
the digital transformation of our business in 2016 and that we rolled out in 2017 as shown below:
In addition, we are also pursuing the creation of an Key questions that we are asking in an extensive bottom
industry leading platform or marketplace that helps up survey relate to which parts of our current culture
connect millions of farmers directly with Olam with fair should be preserved and which should we drop.
and transparent price discovery while at the same time To reinforce our culture, we have updated our HR vision
source their farm inputs and secure microfinance, to “Building a high-performing and inspired workforce.”
insurance, etc. from different vendors and service
providers. We are envisaging this to comprise a simple Attracting, retaining and inspiring our talent remains a key
and usable mobile app for farmers to sell their produce focus for us. Upskilling national talent and creating rural
on this platform, and for all of the other service providers communities where people want to live is essential. As we
to participate in this marketplace. grow and scale our business, we need to make sure that
our teams are better connected and to this end, we have
5 Enhance our Culture, Values and Spirit stepped up our investments in social media and digital
tools to better connect our team and encourage them to
Over the years, our 6 values and the everyday behaviours collaborate more.
that institutionalise these values in the company have
Specific initiatives are also being taken to institutionalise
helped us build a distinctive culture, shaping how we
the ‘Founder’s Mentality’ which underpins the spirit of the
work and setting the standards for what it means to be
company. This includes a focus on attracting, retaining
part of Olam. We have always competed on the basis of
and developing talent through the Global Future Leaders
the organisational advantage that this unique culture has
programme at entry level and investing in the new Olam
provided us. We are currently in the process of reviewing
Learning Academy.
our existing values to see how they should be refreshed
to remain relevant in Olam 2.0 and our evolving priorities.
Realign and Renew our organisation to I close this review with a sense of gratitude and pride
6 about Olam’s 72,000 strong team worldwide. During my
execute our strategy
frequent visits to our operations across our 66 countries,
We believe that Olam 2.0 will catalyse and re-energise I see many of them in action and am always astounded
our employees and our leadership team. They are by their capabilities, commitment, discretionary effort,
inspired by our new Purpose. We are also taking steps to character, experience and insights. I cannot emphasise
renew our top management teams, reviewing our current how honoured I am to work at Olam and with all my fellow
structure, and re-examining the role of the centre in employees. I thank our shareholders for their continuing
decision making. We want to build on the success of our support and their endorsement of our strategy to focus
Communities of Practice ‘CoPs’ (on Upstream, Trading, on creating long term value and putting sustainability at
Customer Engagement & Founder’s Mentality) and Task the heart of our business. I would also like to thank our
Forces (Sustainability, DTF1, CETF2, CPTF3 and Integrated Board for their guidance, trust in the management and
Reporting). These COPs and Task Forces have enhanced leadership team and our people, and their contribution
collaboration across the company and in many cases, in helping us build a more consistent, sustainable
have come up with game changing solutions that will and profitable company. I also thank all our partners,
serve the company well going forward. including our farmers, other suppliers, customers and key
service providers, bankers and creditors, in contributing
One of the disappointments in 2017 was the dip in our
to our success.
employee engagement scores. Reasons vary but
certainly volatile trading conditions and cost and capital We have a strong business and a bright future. I am
efficiency drives add pressure to teams. Based on the confident that we will deliver on our new Purpose of
engagement survey results, we are working on 5 areas to ‘Re-imagining Global Agriculture: Growing Responsibly’.
enhance engagement within our talent pool: i) Employer
brand; ii) Career opportunities; iii) Learning and
development; iv) Rewards and recognition; and
v) Collaboration.
These 6 key priorities in Olam 2.0 will help us stay ahead
and be future ready. While executing Olam 2.0 will have
its challenges, these changes are highly energising and
inspiring to our employees. These changes will be at the Sunny Verghese
heart of enabling Olam to continue being an enduring, Co-Founder and Group CEO
successful and responsible business. We believe that
Olam 2.0 will help us change the company, and change
our sector for the better. 2017 was an energising year for
all of us at Olam, one that simultaneously offered both
continuity and change - continuity with regard to our
strategy, and change with regard to our evolving
business model.
Resources and
relationships
we depend on What we do
Natural Capital
The land, water, biodiversity
and other ecosystem Supply chain What sets us apart
services for crops to grow The breadth and depth of our origins and our
• Global origination
and sourcing closeness to farmgate: in 28 years we have built
Human Capital an enviable network of farmers and cooperatives,
• Primary processing
The talent, skills, dedication working with them on the ground to improve yields,
• Inland and marine quality and incomes. This is coupled with expert
and inspiration of our
logistics teams, skilled in logistics, risk management and
workforce, and our
responsibility to keep • Merchandising securing supplies for customers.
them safe • Trading
• Value-added solutions
Intellectual Capital • Risk management
The knowledge and IP that
we create and use to keep
us ahead
Selective mid/ What sets us apart
Intangible Capital We have invested in processing facilities around
The trust in our brand and downstream the world that are close to source and close to
our reputation which helps • Value added customers, supporting with R&D and backed by
establish multiple manufacturing market insights.
stakeholder partnerships • Branding and Our Packaged Foods Business in Africa stems
distribution (Africa) from the strength of our unique capabilities
Manufactured Capital related to the management of food supply chains
The equipment, tools and and the common distribution network that we
infrastructure to create our have built over nearly 3 decades for related
products and services commodities across the continent.
safely and sustainably
Financial
17.9% An enduring business where
profits and Purpose are aligned
increase in market cap value delivering strong returns
between 2016 and 2017 for shareholders
25.3% Social
Sustainable supplies for
increase in tangible book value
customers from prosperous
farmers boosting rural
363,000 economies
237,000
finding solutions for customers
and the sector
hours of training for employees
Intangible
Manufactured
S$970.6m Safe products from safe
environments
total gross cash capex
olamgroup.com 21
Our financial and performance highlights
Volume
Sales volume by segment
(’000 Metric Tonnes)
Industrial Raw Materials, Edible Nuts, Spices and
Ag Logistics and Vegetable Ingredients
Infrastructure 1,691.5
1,870.2 7.5%
8.3% Confectionery and
Beverage Ingredients
2,063.6
9.2%
22,534.6
(2016: 14,415.8)
urope
E Africa
36.1% 12.5%
Confectionery and
Beverage Ingredients
8,136.8
Food Staples and
Packaged Foods
26,272.5 31.0%
By region
(S$ million)
mericas
A Asia, Australia
18.4% and Middle East
37.3%
26,272.5
(2016: 20,587.0)
urope
E
25.8%
Africa
18.5%
olamgroup.com 23
Our financial and performance highlights continued
15,832.4 1,327.9
100
3,603.9 438.4
80
5,347.0 327.7
60
40
4,678.3 359.7
20
2,104.9 197.3
98.3 4.8
0
Invested capital EBITDA
15,832.4 1,327.9
100
3,915.4 188.3
80
5,803.8 450.9
60
40
6,113.2 688.7
20
0
Invested capital EBITDA
Edible Nuts, Spices and Food Staples and Commodity Financial Services Upstream
Vegetable Ingredients Packaged Foods Supply chain
Confectionery and Industrial Raw Materials, Midstream and downstream
Beverage Ingredients Ag Logistics and Infrastructure
olamgroup.com 25
Our financial and performance highlights continued
1,657.7 1,527.2 1,549.2 1,569.7 1,691.5 346.7 360.5 393.5 331.8 438.4
1,592.8 1,437.1 1,689.5 1,687.5 2,063.6 268.5 275.6 284.0 407.2 327.7
10,450.7 9,356.4 7,904.9 9,496.1 16,909.3 378.2 295.2 212.1 330.2 359.7
1,840.9 1,701.2 1,363.1 1,662.5 1,870.2 218.6 215.6 185.1 135.2 197.3
(12.1) (17.9) 10.6 (1.6) 4.8
2013 2014 2015 2016 2017
Restated Restated 2013 2014 2015 2016 2017
Restated Restated
3,465.0 3,692.3 4,227.2 3,981.1 4,492.0 3,610.0 3,363.6 3,463.0 3,642.7 3,603.9
4,968.0 5,721.8 6,859.6 7,711.0 8,136.8 2,346.6 3,246.9 5,680.9 6,109.5 5,347.0
7,406.1 7,187.3 5,391.2 6,110.8 9,767.1 3,612.8 3,075.1 3,230.6 4,522.1 4,678.3
4,199.5 3,170.6 2,574.6 2,784.1 3,876.6 1,839.4 1,872.0 1,917.5 2,220.9 2,104.9
1.4 (0.1) 0 0 0 3.4 3.2 82.6 153.8 98.3
2013 2014 2015 2016 2017 2013 2014 2015 2016 2017
Restated Restated Restated Restated
Edible Nuts, Spices and Confectionery and Food Staples and Industrial Raw Commodity Financial
Vegetable Ingredients Beverage Ingredients Packaged Foods Materials, Services
Ag Logistics and
Infrastructure
Profit After Tax and Minority Interest Operational Profit After Tax and Minority Interest
(S$ million) (S$ million)
Operational Profit After Tax and Minority Interest is Profit After Tax and
Minority Interest excluding exceptional items
25 24.0 25
20 18.6 20
13.7 15.2
15 11.0 11.5 13.3 15
13.6 9.3
11.5 6.5 9.0
10 10 6.4
6.5
7.2
5 5 6.1
0 0
-5 -5 (3.0)
(5.2)
-10 2013 2014 2015 2016 2017 -10 2013 2014 2015 2016 2017
Restated Restated Restated Restated
Figures for 2013-2014 are computed based on 30 June year-end basis Figures for 2013-2014 are computed based on 30 June year-end basis
olamgroup.com 27
Onion harvest in Imperial Valley, California.
Our Purpose
Re-imagining
global
agriculture
Prosperous farmers
and farming systems
Re-thinking how people and companies
Thriving
are financially rewarded to make the communities
agricultural sector attractive and viable
Revitalising communities who
Page 30 depend on agricultural systems
so that people live well
Our purpose in action:
Innovating supply chains to Page 32
benefit farmers and Olam Our purpose in action:
Helping communities to thrive
by reviving cotton growing
in Côte d’Ivoire
Re-generation
of the living world
Re-generating ecosystems, soils and
water to create landscapes where
industrial agriculture, smallholders and
other rural commerce co-exist with nature
Page 34
Our purpose in action:
Creating hedgerows
for bees in California
olamgroup.com 29
Kurniadi, is a 38-year old farmer:
“ In early 2000, I began to cultivate cocoa on my farm. However, during the past few years I realised that
my cocoa farm was not productive because of pests and disease.
“ While thinking about changing from cocoa to another crop, I heard from a friend who said there is a
company that wanted to buy cocoa beans directly from farmers. And if the news was true indeed that
farmers can get a better price, then this sounded too good to be true.
“ I attended one of the socialisation events. Olam Indonesia was announcing direct purchasing from the
farmers under a programme called Olam Direct. From the socialisation I started to learn about cocoa
bean quality. The Olam Direct programme not only enables the purchase of beans manually but also
through an online bean-selling android application. Cool! Unfortunately, I still had my old phone, but as
I had registered with the Olam Direct programme, I got information about the cocoa bean price every
day by SMS.
“ I was very satisfied with the price I got for my beans in the first transaction. Recently I purchased a
new phone, and I was embarrassed because I could not operate a smartphone. However, after training
from the Olam Direct field staff, I conducted my first successful online transaction.
“ With Olam Direct, I am excited to take more care of my cocoa trees, and I will think a thousand times
before I decide to shift to a different crop.”
Our Purpose in action: Prosperous farmers and farming systems
INNOVATING SUPPLY
CHAINS TO BENEFIT
FARMERS AND OLAM
One of the many challenges for crops like coffee and cocoa is the sheer
number of small-scale farmers living in very remote regions with
limited infrastructure.
Collecting directly from each farmer, and proper handling Practices are also issued. Farmers can now make more
of the crop, are labour and time intensive. This is why informed decisions for the harvesting and sale of their
intermediaries have established themselves, buying from cocoa, thereby improving their livelihoods. A field force
farmers in a certain area and then selling to the next and toll-free helpline help farmers feel at ease
intermediary so the crop gradually moves from farm to downloading and transacting on the app.
port. Reducing the number of transactions can provide Olam is also building partnerships with telecom service
better value to the farmer, as well as increasing the providers to improve digital penetration in upcountry areas
efficiency of the supply chain. It also means that Olam is and with banks to open accounts for the farmers, bringing
paying a higher price. financial inclusion, as well as reducing the cost and risks
Designed by the Digital Olam team, Olam Direct is an for high-volume transactions. Furthermore, the app
industry-leading tech platform that will help connect immediately connects the Olam Cocoa logistics teams
millions of farmers directly with Olam to ensure a fair and who can co-ordinate collection and warehousing more
transparent sourcing process and improve traceability. efficiently. We now intend to take our innovations and
The app was launched to cocoa farmers in August in apply them to other farmers both in Indonesia and
Wiyono village, Lampung Province, Indonesia, where they elsewhere; continuing to increase the value of farming,
learned how to check the cocoa price online, indicate improving livelihoods and further re-imagination of the
intent and transact with Olam. Tips on Good Agricultural supply chain.
5,000
farmers registered by end of 2017
olamgroup.com 31
“ Africa accounts for about 5% of global cotton production
and, in our view, holds the highest agronomic potential for
growth in the cotton sector through deeper farmer
engagement, deploying better agronomic practices and the
use of higher quality agri-inputs, thereby improving yields
and bringing down production costs. Close cooperation
among industry participants, pro-active and enabling
policies, synergistic efforts across the supply chain and an
engaged and committed government have shown the power
of multiple stakeholders pulling in one direction to deliver
sustainable benefits for all.”
Ashok Hegde
Managing Director and Olam Cotton CEO
Our Purpose in action: Thriving communities
HELPING COMMUNITIES
THRIVE BY REVIVING
COTTON GROWING IN
CÔTE D’IVOIRE
Olam subsidiary SECO1 acquired its first ginnery in 2008, when the country
was recovering from civil war lasting from 2002 to 2007. Before the unrest,
Côte d’Ivoire was among West Africa’s main cotton producers but during the
crisis production slumped dramatically.
Against this backdrop, SECO’s ginning model and support awareness of food crop production and nutrition. Another
of partners Compaci and GIZ, galvanised cotton farmers programme focuses on business skills, especially for
and addressed agricultural, financial and social issues to young people. By taking a long-term approach that
revive cotton production, secure smallholders’ livelihoods, addresses commercial, social and environmental
and increase food security. needs, SECO has helped impoverished communities
From first engaging 3,000 farmers in 2008, SECO is today to re-imagine an agricultural future for themselves.
working with 16,600 farmers to plant 64,500 ha of cotton. Learnings contributed to the Olam Livelihood Charter,
Yields have increased from 625kg to over 1,000kg/ha. and, in January 2017, SECO was featured in a film from
As a result, SECO has commissioned a new gin in Ferke. the Business Sustainable Development Commission
Socially, the programme has improved literacy and and Economist Films. Previously it had featured in a
numeracy, provided dedicated training for women, book by Conor Woodman2 as a positive example of
supporting them to achieve financial access and improve inclusive business.
olamgroup.com 33
“ This farm really serves as a great model for what can
be done. Olam has been able to adopt all of these great
practices that really improve the biodiversity of the farm
and make it better for pollinators.”
CREATING HEDGEROWS
FOR BEES IN CALIFORNIA
Olam is the second largest grower of almonds globally and the only
supplier with orchards in both hemispheres (Australia and California),
meaning we can provide a year-round fresh supply to customers.
In California, the team works with various experts, in areas Larry Hanson, Olam Director of Agricultural Research &
spanning water management, soil health and biodiversity. Development, has also been working with Project Apis m
Bees are critical, and in January they are transported to which provides mustard seed mixes for floral diversity. These
California to pollinate the almond orchards of more than are sown on Olam’s land on the research farm outside
6,800 farmers. Hanford to promote healthy bee colonies. Just like
In 2017, we required around 680 million bees for our humans, bees are better able to deal with stressors if
extensive orchards, costing US$3 million, so it’s important properly nourished, better able to fend off pests and
that we provide the best incentive for the bees to stay, parasites and cope with pesticides and transportation stress.
rather than fly elsewhere! It’s also important that they Healthier bees mean stronger hives and better pollination.
are productive, which means they need to be healthy. Other measures to protect bees and other pollinators include
In 2014, with General Mills and Xerces Society for avoiding the use of any insecticides during the pollination
Invertebrate Conservation, the almonds team created period and applying tree fungicide only at night when bees are
almost 10 kilometres of flowering hedgerows so that bees not active1. More widely, Olam promotes Integrated Pest
and other pollinators can get the varied diet they need, Management (IPM) techniques – these include 'threshold'
as well as attracting bees naturally. spraying, which adapts pesticide use according to bug levels
in individual fields, and using natural methods to deter pests,
In an interview in 2017, Jessa Kay Cruz, senior pollinator such as planting maize as a border crop.
conservation specialist for the Xerces Society said of the
Olam orchard: “This farm really serves as a great model Better management practices, smarter use of technology,
for what can be done. Olam has been able to adopt all of and restoring natural capital in and around our orchards,
these great practices that really improve the biodiversity of plantations and farms, can help protect biodiversity
the farm and make it better for pollinators.” and enable the natural process to supply ecosystem
services. This is at the heart of our vision to re-imagine
global agriculture.
10 kilometres
of flowering
hedgerows
1. We have made a commitment to limit our use of WHO Class IA and IB chemicals to exceptional circumstances where no alternatives are available,
and have implemented a control plan for rarely used Class II chemicals including neonicotinoids
olamgroup.com 35
A. Shekhar,
Executive Director and Group COO
Group COO’s review
Improved +56.3%
operational Volume
performance +10.4%
EBITDA
olamgroup.com 37
Group COO’s review continued
+18.6%
Sales volume was up by a robust
and lower taxes after adjusting for 56.3% as compared with 2016 as
higher depreciation and amortisation, we saw volume growth across all
and net finance charges. segments, within which the Grains
Operational PATMI
We booked a net exceptional gain of and Edible Oils platforms were the
S$149.2 million for 2017 and this most significant contributors during
S$1,020 M
came mainly from the S$121.2 million 2017. Revenue growth was more
gain from the partial divestment of modest at 27.6%, due to changes
50.0% interest in Far East Agri Pte. in product mix as well as lower
Ltd. (FEA), the sugar refinery commodity prices.
business in Indonesia, as well as Free Cash Flow
Our operating performance, in terms
S$34.2 million gain from the sale of of Earnings Before Interest, Tax,
farmland assets in the USA, which
1.46X
Depreciation and Amortisation
was partially offset by the S$6.2 (EBITDA), grew 10.4% or S$125.1
million cost provision made for the million higher year-on-year to
wage settlement agreement in the S$1.3 billion. Most of our business
USA for the Spices and Vegetable Gearing segments posted an increase in their
Ingredients platform. The prior year EBITDAs, with growth led by Edible
2016 had a net exceptional loss of Nuts, Spices and Vegetable
S$12.5 million, which was due to the
buyback of high coupon bonds.
Financial
performance
(S$ million)
2017 2016 % Change
EBITDA/IC (%) 10.8 9.8 8.4 7.8 8.2 Working capital 5,840 6,017 7,653 8,853 7,705
Fixed capital 5,572 5,544 6,722 7,796 8,128
2013 2014 2015 2016 2017
Restated Restated 2013 2014 2015 2016 2017
Restated Restated
olamgroup.com 39
Group COO’s review continued
Peanuts processing in USA. Our processing volumes Animal Feed, Nigeria: The country’s largest integrated
were higher in 2017 on full-year consolidation of animal feed mill, poultry breeding farm and hatchery
volumes from Brooks Peanut Company. was commissioned in September.
short-term debt and S$6.9 billion of long-term debt. Our Fixed capital 8,169.5 8,633.2
equity position improved by S$777.3 million mainly due to Working capital 8,517.7 7,280.3
Cash 2,144.0 1,986.4
the exercise of warrants and higher retained earnings. Others 473.5 309.0
Compared with 2016, our overall balance sheet shrank 2016 2017
by S$1.1 billion as working capital fell with lower inventory
levels and lower commodity prices during 2017. Fixed
capital went up by S$463.7 million primarily due to the
Capex we made over the past year.
As mentioned, working capital came down significantly Source of funds
with reduced stock levels and lower commodity prices.
Overall cycle time came down from 150 days in 2016 (S$ million)
to 97 days in 2017. The change in product mix, lower
2016 19,304.7
commodity prices and working capital optimisation
initiatives taken to improve inventory management helped 2017 18,208.9
reduce overall inventory days. Reduced supplier Long term debt 7,687.5 6,927.7
advances and receivables days also contributed to Short term debt 5,983.0 4,660.2
Non-controlling interests 235.9 177.4
a shorter cash conversion cycle. Equity and reserves 5,797.1 6,574.4
Fair value reserve (398.8) (130.8)
2016 2017
2017 97
Pepper plantation in Brazil. Along with our plantation Coffee plantation in Laos. We also have plantations in
in Vietnam, we can serve markets all year round. Brazil, Tanzania and Zambia to diversify our upstream
presence across regions.
olamgroup.com 41
Group COO’s review continued
Operating Cash Flow (before Interest & Tax) 1,369.2 1,243.5 125.7
Changes in Working Capital 834.7 (227.7) 1,062.4
Net Operating Cash Flow 2,203.9 1,015.8 1,188.1
Tax paid (82.1) (48.4) (33.7)
Capex/Investments (637.4) (1,385.5) 748.1
Free Cash Flow to Firm (FCFF) 1,484.4 (418.1) 1,902.5
Net interest paid (464.0) (347.7) (116.3)
Free Cash Flow to Equity (FCFE) 1,020.4 (765.8) 1,786.2
From the positive trajectory achieved in 2016, we continued to show higher net operating cash flow in 2017, which rose
by a strong S$1,188.1 million to S$2,203.9 million versus S$1,015.8 million in 2016. This was on both counts of
increased operating cash flow and significant reduction in working capital. Gross Capex came down to S$970.6 million
in 2017. With the divestments of non-core assets, net Capex amounted to S$637.4 million, or S$748.1 million lower
than in 2016, which then led to positive FCFF and FCFE in 2017.
Year-on-year 2015 2014
S$ million 2017 2016 Change Restated Restated 2013
Comparing our 2017 cash flow results against the previous years, we see a strong trajectory of positive Free Cash
Flow before Capex and investments since 2016, which underscores our ability to finance continued growth.
Compared to a year ago, we reduced net debt by S$1,925.0 million as a result of significantly lower working capital,
lower gross Capex, cash from divestments and the conversion of warrants into equity. As a result, net gearing in 2017
came down to 1.46 times as compared to 1.99 times at the end of 2016. Adjusting for readily marketable inventory
(RMI) and secured trade receivables, our net gearing would be 0.51 times as compared with 2016 at 0.73 times.
11,588
1,715
4,540
1,986
Refinancing in 2017
Date Description Tenor Effective Coupon
olamgroup.com 43
Group COO’s review continued
2017
Olam employees inspecting cotton crop with key growers Rusmolco’s seed plant gets certified seed breeding farm
in Queensland, Australia. We partner with growers to status from Russian agricultural centre for dairy feed crops.
ensure throughput volumes for our gins and with land With a capacity of over 20,000 MT seeds per year, the
owners to lease and operate cotton farms. plant is also certified to sell seeds to other businesses.
The increase came mainly from higher volumes in Edible Invested capital in the segment declined slightly by
Nuts, particularly cashew, almonds and sesame, as well S$38.8 million as compared with 2016. This was a
as spices. The tomato processing industry in the USA combination of a decrease in fixed capital on account
continued to suffer from the global supply glut and weak of the sale of edible nuts farmland assets in the USA
demand necessitating restructuring measures to address and an increase in working capital due to higher prices,
cost and product mix issues. especially in cashew and almonds.
Revenues grew 12.8% mainly on higher volumes, as EBITDA on average invested capital (EBITDA/IC) for the
well as higher almond and cashew prices compared segment therefore improved from 9.3% in 2016 to 12.1%
with 2016. in 2017.
EBITDA grew by 32.1% as Edible Nuts performed
strongly in 2017 as compared with 2016 when its
contribution was impacted by depressed almond prices.
EBITDA/IC (%) 10.4 10.3 11.5 9.3 12.1 Working capital 1,850 1,587 1,415 1,421 1,608
Fixed capital 1,760 1,777 2,048 2,222 1,996
2013 2014 2015 2016 2017
Restated Restated 2013 2014 2015 2016 2017
Restated Restated
olamgroup.com 47
Group COO’s review continued
olamgroup.com 49
Group COO’s review continued
Confectionery and
Beverage Ingredients
The Confectionery and Beverage Ingredients segment posted a healthy
volume growth of 22.3% with contributions from Cocoa and Coffee.
However, revenue growth was modest at 5.5% as the Invested capital in this segment fell by a substantial
volume growth was mostly offset by lower prices for both S$762.5 million as compared with 2016. This was
coffee and cocoa. mainly on account of lower working capital following
EBITDA declined 19.5% in 2017 due to a significantly targeted optimisation initiatives as well as lower
lower contribution from Coffee. While it had a good first cocoa and coffee prices from a year ago.
half, tougher market conditions and short crop across EBITDA/IC for the segment declined marginally from
major origins in the latter half of the year adversely 6.9% in 2016 to 5.7% in 2017.
impacted its overall EBITDA in 2017. In cocoa, the
processing business performed well throughout the year,
while the supply chain and products trading businesses,
which faced margin compression in the first nine months
of the year, saw margins stabilise in Q4 2017.
EBITDA/IC (%) 12.6 9.9 6.4 6.9 5.7 Working capital 1,855 2,745 4,330 4,569 3,819
Fixed capital 491 501 1,351 1,541 1,528
2013 2014 2015 2016 2017
Restated Restated 2013 2014 2015 2016 2017
Restated Restated
Revenue
8,136.8
(S$ million)
EBITDA
327.7
(S$ million)
Invested Capital
5,347.0
(S$ million)
olamgroup.com 51
Group COO’s review continued
Manufactured and Natural: Coffee processing facility Natural and Social: Rainforest Alliance-Olam Cocoa
inaugurated in Peru; reducing deforestation risk partnership in Ghana
• Objective of the 4-year project is to conserve the cocoa
• Called 'El Exito' ('Success'), the new facility in the
forest landscape in the corridor around the Sui River,
industrial township of Lurin, south of Lima, will broaden
Suhuma, Tano Ehuro and Tano Suhien and Santomang
reach and market share, processing green coffee
Forest Reserves, sustaining the agricultural livelihoods
procured from buying points around the country.
of the communities. Reflecting the landscape approach
• In Peru the supply chain is very fragmented, with
taken in the joint Juabeso-Bia project which produced
223,000 farming families producing coffee over about
the world’s first verified Climate Friendly Cocoa, the
380,000 ha. This makes it difficult for exporters to buy
partnership will work with the Ghana Cocoa Board and
significant volumes directly, and relying on many
the Forestry Commission to demonstrate how
intermediaries. Farmers struggle with yields due
partnerships with civil society, government, local
to lack of training, access to quality seedlings or
communities and the private sector can deliver
degraded soil.
transformational change and achieve self-governing
• In August, a Chain Reaction Research report from the and multi-actor collaboration at the landscape level.
consortium of NGOs Aidenvironment, Climate Advisers
• Committed to halting deforestation in cocoa supply
and Profundo, stated that Olam faces reputational risk
chains globally, with a goal of 100% sustainable
because “Coffee has been identified as a major driver
volumes in its direct supply chain by 2020, Olam
Olam Livelihood Charter – addressing continuing smallholder issues of low yields, skills, and access
to finance, health and education
No. of farmers
benefiting from Total
Total % increase climate mitigation Total women hectares GPS
Crop Certified farmers from 2016 activities farmers mapped farms
olamgroup.com 53
Group COO’s review continued
This growth was led by a significant increase in trading Notwithstanding the stabilisation of the Naira, the
volumes for Grains and also supported by an increase in Packaged Foods business did not see a commensurate
Edible Oils, Rice and Dairy trading volumes. Driven by pick-up in margins.
the higher volumes, revenues increased by 59.8% during Compared with 2016, overall invested capital went up
the period. by S$156.2 million owing to the growth in fixed capital.
EBITDA grew 8.9% in 2017 as compared with 2016. Fixed capital increased due to the construction of animal
The Grains and Animal Feed platform benefited from feed mills and hatchery in Nigeria, expansion of wheat
the increase in wheat milling volumes and margins in milling capacity in Ghana and Nigeria, and continued
West Africa, and the commencement of the animal feed investments in palm plantations and milling in Gabon.
business in Nigeria. This was partially offset by the lower Working capital was reduced due to the optimisation
contribution from the trading business which faced strong initiatives undertaken and lower commodity prices.
headwinds especially in the last quarter of 2017. The Rice Given the increase in invested capital, EBITDA/IC for the
origination, distribution and trading business continued to segment came down from 8.5% in 2016 to 7.8% in 2017.
perform well and farming operations in Nigeria turned
positive. Dairy supply chain continued to perform well
while upstream farming operating results in Russia and
Uruguay recorded a strong improvement. In Edible Oils,
while the refining business did better this year, overall
EBITDA came down due to lower trading margins.
The contribution from Sugar trading was also lower.
EBITDA/IC (%) 10.4 8.8 6.7 8.5 7.8 Working capital 1,088 709 915 1,498 1,131
Fixed capital 2,525 2,366 2,316 3,024 3,547
2013 2014 2015 2016 2017
Restated Restated 2013 2014 2015 2016 2017
Restated Restated
9,767.1
(S$ million)
EBITDA
359.7
(S$ million)
Invested Capital
4,678.3
(S$ million)
olamgroup.com 55
Group COO’s review continued
Social: Sugar JV opens opportunities for farmers Human: Skills transfer to Gabonese palm workers
• The investment by Mitr Phol Sugar Corporation in • Olam Palm Gabon (OPG) employs around 7,700
Far East Agri, which operates a sugar refinery in Gabonese nationals to work on plantations. While
Indonesia, combines Mitr Phol’s strong milling expertise current management roles are filled primarily by expat
with Olam’s farmgate, sourcing and manufacturing Malaysian and Indonesian palm industry experts, a
capabilities to better cater to the growing demand for Nationalisation Policy led by the OPG Training and
sugar in Indonesia. Development team will ensure that Gabonese nationals
• Far East will explore the development of a green-field fill many of the roles by 2025.
sugar milling facility in East Java, which in 2020 will • The GRAINE smallholder programme which supports
source 1.2 million MT of cane from farmers. national food security through industrial agricultural
skills transfer and investment under the SOTRADER JV1
Social: Packaged Foods Business continues to support launched a broad public consultation on its learnings
nutrition needs in West Africa with fortified foods since its inception 2 years ago. A number of
• Olam is taking measures to improve nutrition among recommendations were made to recalibrate the
consumers in Africa. As well as mandatory fortification programme and embrace non-GRAINE cooperatives.
of products such as flour and edible oils, this included Human: Livestock management protocols and training
98 million servings of Milky Magic biscuits and 821.5
million servings of Tasty Tom tomato paste in Ghana contributes to Uruguay dairy performance
and 16.8 million servings of FreshYo yogurt in Nigeria. • Olam Uruguay completed 11,466 hours of employee
training, with a focus on strengthening operating
Manufactured and Social: Animal Feeds facilities procedures, safety across operations, and technical
inaugurated in Nigeria training in relation to various work processes.
• With a combined investment of US$150 million, the • Individual cow productivity achieved the highest levels
poultry feed mill and day-old-chick facilities in Kaduna compared to previous years. The improvement derives
State, together with the integrated poultry and fish from better body condition of the herd at calving.
feed mill at Ilorin, were inaugurated by Nigerian Livestock management protocols implemented during
President Buhari. 2016 significantly reduced livestock mortality and
• To further stimulate and support the market, the team is continued to prove successful during 2017.
improving the availability of expert support to farmers. Natural: Reducing Greenhouse Gas (GHG) impacts for
Internships are being offered to 100 veterinary,
aquaculture and agronomy graduates who will receive Dairy and Rice
hands-on learning opportunities over a 2-year period. • Methane has at least 28 times the global warming
• Local sourcing of raw materials such as soybeans, corn potential of carbon dioxide2. In Dairy, the Cool Farm
and cassava for the animal feed is estimated to Tool is helping to establish a baseline of GHG
positively impact more than 300,000 smallholder crop emissions - 72% of Uruguay Dairy GHG emissions
farmers. Production requires maize as an input and are from enteric fermentation - the cow's digestive
there was some confusion when it was reported that process. Reduction is a key factor of the CR&S Dairy
Olam had imported GM maize for human consumption. strategy being developed in 2018.
The maize was imported for animal feed due to a poor • With the Better Rice Initiative Asia, development
local harvest. agency GIZ, Bayer and the Thai Rice Department,
Olam Rice has increased its pilot programme to reduce
Human: Crown Flour Mills (CFM) invests in local talent methane growing farmer outreach from 70 farmers in
• CFM has been running a graduate training programme, 2016 to more than 1,000 in 2017. The programme has
providing on-the-job training for Nigerians, many of produced the world's first verified sustainable rice.
whom have now taken up roles previously held by • Olam Rice is now aiming to improve the livelihoods of
expats. Also in 2017, CFM sponsored 2 millers from 36,000 farmers in Southeast Asia with GIZ under the
Nigeria and Senegal for a 1-year residential programme Market-Oriented Smallholder Value Chain (MSVC) by
at the Central Food Technology Research Institute – 2021. In addition, Olam remains the only private
a renowned training school for millers. company partner of the Thai Government’s Nationally
• Also in Nigeria, the country team responded in full Appropriate (GHG) Mitigation Action (NAMA).
following a request by the Senate Joint Committee on
Customs, Excise, and Tariff and Marine Transport to
many international and national companies regarding
import payments. The team presented all documents
and continues to engage with the Senate.
Olam’s palm plantations in Gabon are undertaken through a Joint Venture with the Republic of Gabon. We are
committed to 100% RSPO certification by 2021.
3. https://www.spott.org/palm-oil/
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Group COO’s review continued
Revenues increased by 39.2% on the back of higher Invested capital declined by S$116.0 million compared
sales volumes. with a year ago, as inventory optimisation initiatives
The segment achieved a strong EBITDA growth of brought down working capital. Fixed capital was up
45.9% with higher contribution from Cotton and GSEZ slightly with investments in upstream Rubber plantations
following the commissioning of new ports and the partial in Gabon and integrated ginning operations in
sale of port concession rights in Gabon in Q4 2017. Côte d’Ivoire.
This was partly offset by lower contribution from Wood As a result of the strong EBITDA growth on reduced
Products, which was impacted by weak demand and invested capital, EBITDA/IC margin expanded from
lower margins. 6.5% in 2016 to 9.1% in 2017.
EBITDA/IC (%) 10.8 11.6 9.8 6.5 9.1 Working capital 1,044 974 912 1,213 1,050
Fixed capital 796 898 1,006 1,008 1,055
2013 2014 2015 2016 2017
Restated Restated 2013 2014 2015 2016 2017
Restated Restated
Invested Capital
2,104.9
(S$ million)
olamgroup.com 59
Group COO’s review continued
1. Joint Venture between Olam, Republic of Gabon and Africa Finance Corporation (AFC) 40.5:38.5:21
2. Licence numbers: CIB Kabo - FSC-C128941; CIB Pokola - FSC- C014998: CIB Loundoungo - FSC - C104637
olamgroup.com 61
Group COO’s review continued
Quantitative Funds augmented its trading capability, adding 2 traders with significant experience.
Overview
Sales Volume ('000 MT) Revenue EBITDA Invested Capital (IC) EBITDA/IC (%)
S$ million 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016
Upstream 584.6 455.6 1,707.2 798.4 188.3 79.2 3,915.4 3,764.4 4.9 2.3
Supply Chain 17,089.3 9,863.1 15,208.7 10,496.2 450.9 503.5 5,803.8 6,537.5 7.3 8.8
Mid/Downstream 4,860.7 4,097.1 9,356.6 9,292.4 688.7 620.1 6,113.2 6,347.1 11.1 9.7
Total 22,534.6 14,415.8 26,272.5 20,587.0 1,327.9 1,202.8 15,832.4 16,649.0 8.2 7.8
Note: IC excludes:
(a) Gabon Fertiliser Project (31-Dec-17: S$248.0 million, 31-Dec-16: S$224.8 million); and
(b) Long Term Investment (31-Dec-17: S$257.5 million, 31-Dec-16: S$148.4 million)
In the Upstream segment, while fully contributing (mature) businesses such as almonds met targeted returns, other
fully contributing businesses like Dairy and Rice farming had not yet reached full potential in terms of earnings
expectations due to underperformance in previous years, although these had shown positive trajectory in 2017. This
led to an EBITDA/IC return of 7.8% against our target of 15-18%. A total of S$1.8 billion of invested capital is still
gestating (not yielding any EBITDA) or partly contributing (not fully mature). Gestating businesses, such as the Coffee
and Rubber plantations, are expected to move into the partly contributing stage as they grow, while partly contributing
ones, mainly the palm plantations in Gabon, are expected to become fully contributing as they reach full maturity.
EBITDA/IC for the Supply Chain segment was dragged down by the underperformance in Coffee and Cocoa to 7.3%
in 2017 (2016: 8.8%) even as working capital optimisation initiatives helped reduce overall invested capital deployed
by 11.2% from a year ago.
In the Mid/Downstream segment, a total of S$4.1 billion of invested capital were in fully contributing assets and these
include the wheat milling businesses in West Africa, the Edible Oils refining and distribution business in Mozambique
as well as the GSEZ investments in ports, which came onstream in 2017. These yielded an EBITDA/IC return of 12.4%,
which is below target as the result was impacted by the underperformance in the tomato processing and Packaged
Foods businesses. Some S$2.1 billion of invested capital was partly contributing as these businesses had not reached
steady-state levels of production.
All in all, S$3.9 billion of total investments already made are either gestating or partly contributing, which means these
investments are expected to give incremental earnings over time as they grow to full potential.
Gestation mix
15.8
0.3
2.1 2.1
3.6
4.1 4.1
5.8 11.9
0.3 2.1
1.5 1.5
Invested
Capital
2.0 2.0
(S$ billion) Upstream Total Supply Chain Mid/Downstream Total Olam
Total
Invested EBITDA/ Invested EBITDA/ Invested EBITDA/
capital IC (%) capital IC (%) capital IC (%)
(S$ billion) (S$ billion) (S$ billion)
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Group COO’s review continued
Upstream
The Upstream segment registered a year-on-year volume
growth of 28.3% in 2017 mainly coming from Almonds
with increased acreage and better yields achieved in
Dairy and Grains farming in Russia as well as in Rice
farming in Nigeria.
Revenue grew by a significant 113.8% on higher volumes
and higher Almond prices. EBITDA also showed a
substantial growth of 137.8% on account of stronger
almond performance, backed by a positive EBITDA
achieved by Rusmolco for its Dairy and Grains farming
operations, and by Rice farming in Nigeria.
Invested capital in the segment was up by S$151.0
million from the end of last year, mainly on the net
increase in fixed capital, which grew as continued
investments in Palm and Rubber plantations was offset by
the sale of Edible Nuts farmland assets in the USA.
Meanwhile, the working capital optimisation initiatives
helped reduce working capital deployed.
As a result of a strong improvement in EBITDA, EBITDA/
IC increased from 2.3% in 2016 to 4.9% in 2017.
EBITDA/IC (%) 8.2 6.6 5.2 2.3 4.9 Working capital 323 304 359 481 429
Fixed capital 2,385 2,526 2,716 3,283 3,487
2013 2014 2015 2016 2017
Restated Restated 2013 2014 2015 2016 2017
Restated Restated
EBITDA/IC (%) 13.9 12.5 12.3 8.8 7.3 Working capital 4,157 4,397 4,230 5,750 4,914
Fixed capital 685 540 622 788 890
2013 2014 2015 2016 2017
Restated Restated 2013 2014 2015 2016 2017
Restated Restated
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Group COO’s review continued
Mid/Downstream
The Mid/Downstream segment had a healthy volume
growth of 18.6% in 2017. The growth in volumes was
mainly coming from the Grains and Animal Feed platform,
the Peanut business in the USA and cashew processing
operations in Vietnam. Wheat milling capacity in Nigeria
and Ghana increased during the year which led to higher
milling volumes. The Animal Feed business in Nigeria
also started contributing in 2017. Peanut volumes in the
USA were higher on full-year consolidation of volumes
from Brooks Peanut Company.
Despite larger sales volumes, revenues were flat due to
lower prices across most products, including cocoa,
tomatoes, dehydrates and sugar.
EBITDA was higher by 11.1% in 2017 compared with
2016. This was primarily on account of the improvement
in wheat milling in West Africa, full-year consolidation of
results from Brooks and strong contribution from GSEZ
after its commissioning of new ports and partial sale of
port concession rights. These improvements were offset
by lower results from tomato processing and the
Packaged Foods Business in Nigeria.
Invested capital was lower by S$233.9 million in 2017,
largely arising from the reduction in working capital. This
was due to optimisation initiatives for cocoa as well as the
lower prices of tomatoes and dehydrates.
The increase in EBITDA on lower invested capital lifted
EBITDA/IC from 9.7% in 2016 to 11.1% in 2017.
EBITDA/IC (%) 8.2 8.2 6.5 9.7 11.1 Working capital 1,361 1,317 3,064 2,622 2,362
Fixed capital 2,502 2,477 3,385 3,725 3,751
2013 2014 2015 2016 2017
Restated Restated 2013 2014 2015 2016 2017
Restated Restated
olamgroup.com 69
Human Capital continued
Relevant HR, CR&S and MATS1 material area goals and progress
Outlook for
2016 – 2020 objectives 2020 target 2017 achievement 2020 target
Goal: Good health and wellbeing (Material area: Livelihoods – some overlap with Labour)
Ensuring provision of 100% of Olam’s direct Incorporated WASH into upstream Behind target
access to health, water and operations are compliant Community of Practice for
sanitation infrastructure, with the Olam WASH implementation.
as a minimum, meets the Standard. For processing plants in FY18
Olam WASH Standard
• Formalise Olam WASH Standard
• Prepare implementation plan
Goal: Zero-harm workplace (Material area: Labour)
Eliminate serious incidents Reduce LTIFR to 0.3 LTIFR (YTD) was reduced to 0.31 at Ahead of target
in Olam processing the Tier 1 plants, which is a 26%
operations (50% reduction reduction.
from 2015 actual).
Reduce LTIFR in Olam- Primary focus in 2017 continued to Behind target
managed plantations, be in Olam-managed plantations,
concessions and farms concessions and farms.
by 50% from baseline Recalculated baseline based on
determined in 2016. business change.
Sustain health and safety All locations routinely Tier 1 plants in full compliance with On target
behaviour change report unsafe acts and Olam Imperative 3 Reporting,
programme unsafe conditions, and Recording, Review and Compliance
near misses. Checklist. Some key Tier 2 and Tier 3
sites starting to report following
implementation of Safety
programme.
Goal: Respect for workers’ rights (Material area: Labour)
Olam complies with ILO No moderate or severe Identified 5 breaches related to Behind target
principles breaches of compliance non-payment of over-time.
reported or observed Also identified issues around
in audits. documentation quality, safety
training and controls.
Diversity strategies 100% of businesses with Fair employment policy to launch On target
are implemented >100 employees to have a in 2018
documented and reported
diversity strategy.
olamgroup.com 71
Social Capital
Given our dependence on 4.76 million farmers, the vast Social Capital – desired outcomes
majority being smallholders in emerging markets, the
• Farmers and associated agri-industries are prosperous
definition of Social Capital by the OECD as “networks
and stay in business
together with shared norms, values and understandings
• Young people see farming and related activities as a
that facilitate co-operation within or among groups” is
viable career, ensuring long-term security of supply
particularly resonant. Much of our focus therefore is on
lifting smallholders out of poverty. To secure the crops for • Women farmers in emerging markets are empowered,
customers tomorrow, we must help rural communities to boosting production and quality
thrive today. In turn, this delivers economic value for the • Farmers are healthy and educated commercially,
countries where we operate. reaching their production potential
• Risks such as child labour are minimised and
Large-scale farmers also face many challenges. Often 3rd
mitigated, protecting reputation
or 4th generation family farms, they have grown through
hard work, perseverance and sacrifice. While Olam’s • Communities around Olam operations see the
extensive farmgate experience means we are well-placed company as a positive force and people want to work
to support farmers from America to Zimbabwe, we must for us
work in partnership to achieve the scale of transformational • Governments see Olam contributing to supporting
change required in the agricultural sector. society and the economy, and welcome growth
• Stakeholders see Olam as a reliable and trusted
Currently, there is no single methodology to put a
implementation partner, opening opportunities to
financial value on all elements identified under Social
scale up initiatives
Capital creation. So, as a ‘stepping stone’, we are
measuring the investments we make in social • Stakeholders understand our business and the external
infrastructure and impacts on livelihoods. challenges we face.
Women cocoa farmers in an OLC programme in Indonesia learn how to graft to improve yields.
olamgroup.com 73
Social Capital continued
School girls in a Nigerian sesame community: Under the Olam Livelihood Charter, social needs are supported, such
as school infrastructure. This helps to reduce the risk of child labour and enable rural communities to thrive.
olamgroup.com 75
Social Capital continued
olamgroup.com 77
Natural Capital continued
Spotlight on soil
“Soils are a key natural capital asset yet their
valuation is often overlooked.
The most prominent economic value that soils
deliver is in the range of functions that support crop
growth and food production.
Additionally, agricultural soils are intrinsically linked
with multiple positive and negative impact drivers
including GHG emissions, water pollution, and
flood/drought mitigation.
Lancaster University are pleased to be working with
Olam on a Natural Environment Research Council
funded project to address the need for soil natural
capital guidance in the agri-food sector by mapping
the evidence chain between soil natural assets and
benefits derived.
This will help realise the comprehensive valuation of
soils needed to create sustainable and resilient
agri-food value chains.”
Dr Jess Davies
Lecturer in Sustainability, Pentland Centre for
Sustainability in Business, Lancaster Environment Centre
olamgroup.com 79
Natural Capital continued
1. High Carbon Stock Science Study Group. Independent Technical Report 2015.
olamgroup.com 81
Natural Capital continued
Dr Filippo Bassi (third from left) and team from the International Centre for Research in Dry Areas (ICARDA). They won
the Olam Prize for Innovation in Food Security in 2017 for using non-GM molecular breeding techniques to develop a
set of durum wheat varieties that can withstand constant 35-40 degree heat along the savannah of the Senegal River
basin. The break-through could potentially boost the income for 1 million farming families.
olamgroup.com 83
Intellectual Capital continued
olamgroup.com 85
Intangible Capital (Brand)
In the very broadest sense, a brand is the focus for all the
expectations and opinions held by customers, employees
and other stakeholders about an organisation and its
products and services.
In 2017 Brand Finance ranked Olam 19th out of 100 Intangible Capital impacts in 2017 include:
Singapore companies in its Brand Strength Index, giving • Appointment of CEO Sunny Verghese as Chair of the
an A-rating. Aside from financial performance, other World Business Council for Sustainable Development
factors contributing to Olam’s brand equity include:
• Multiple Awards:
• Emerging market insights, especially in Africa, after • SIAS Singapore Corporate Governance Award –
28 years of operating in developing countries Best Company in Consumer Staples
• Unique farmgate presence to support improved • Top 20 company in Singapore Corporate
practices and gain farmer loyalty Governance and Transparency Index (SGTI)
• Leadership in sustainability • IR Society UK – Award for ‘Most effective integration
• The Olam Way business model of sustainability into corporate communications’ 2017
International category
• Our brands, particularly in the Packaged Foods
Business and Olam Cocoa. • Singapore Apex Corporate Responsibility Awards
(Global Compact Network Singapore) – Corporate
Intangible Capital – desired outcomes Sustainability Award – Large Organisation
• Brand equity increases • Ethical Corporation Responsible Business – OFIS
• Known for being a responsible company Highly Commended Most Sustainable Innovation
• Reduced cost of capital due to lower risk • ASEAN Business Awards – Runner Up Inclusive
• Stakeholders feel comfortable partnering with us Business
• Employees are proud to work for us. • Corporate & Financial Awards – Bronze for
Best Printed Report – International category
Management approach • CDP Awards – Best performance across
• Robust systems and processes to minimise risks and programmes (Hong Kong and South East
reputational threats (see page 84), summarised in the Asia region)
Olam Code of Conduct • APEDA (India) Export Award (bronze)
• Extensive direct stakeholder engagement and • Agreement with the NGO Mighty Earth regarding
transparent approach on issues deforestation definitions and allegations
• Consistent corporate communication that helps • As per our Code of Conduct and Anti-Bribery and
stakeholders understand our business and the Corruption (ABC) Policy, we reinforced the importance
challenges we face of ABC with employee training commencing in
• Multiple leadership positions on industry platforms and December 2017 reaching 3,500 people and continuing
associations including World Cocoa Foundation, RSPO, into 2018.
Sustainable Rice Platform etc
• Emphasis on Anti-Corruption and Bribery policies,
as well as whistle-blowing procedures.
olamgroup.com 87
Manufactured Capital continued
1. 49% Olam
Martial Gention joined Olam in 2017 as the new
Global Head of Manufacturing & Technical Services
Alignment to strategy
3 Year Strategic Plan Annual Risk and P&L Budgets
Risk aggregation and Enterprise Risk Scorecard Group Risk Dashboard Risk Reporting & Stress
monitoring (51 Risk Events) (16 Risk Events) Testing
Qualitative assessments of Quantitive downside calculation Monitoring of limit adherence
risk impact and likelihood and stress test
olamgroup.com 89
Risk Management continued
Of the 51 risks, 16 are evaluated on a quantitative basis and represented in the company’s Group Risk Dashboard
(GRD), the output of which is presented to the BRC each quarter. This report allows segmental analysis of earnings
sensitivity for 12 of the 16 quantifiable risks at Cluster level, business unit level and at the value-chain step level and
the remaining four at the company level.
The Enterprise Risk Scorecard (ERS) is the result of an assessment of each of the 51 risks for likelihood of occurrence
and impact. Each risk is evaluated for each Business Unit both on an inherent and residual basis using a traffic-light
system of red-amber-green. Inherent risks are the threats that an activity poses in the absence of any mitigating factors
in place; residual risks are those that remain after mitigations are considered.
The ERS is also presented to the BRC on a quarterly basis which, in conjunction with the GRD assists the Board with
(i) examining the effectiveness of the Olam’s risk management plans, systems, processes and procedures and
(ii) reviewing company-wide risk policies, guidelines and limits, as well as risk exposure and risk treatment plans. The
Board is responsible for approving the overall risk capital of the company at the start of the financial year. Risk capital,
expressed as a percentage of the equity capital of the company, refers to the maximum potential loss if all the trading
risks across all product-types and geographic regions materialise at the same time.
Key controls and mitigations How Olam is positioned
Trading risks Trading risks are controlled by regular monitoring of positions using industry-standard metrics.
The annual risk budgeting process defines position and risk metric limits to control exposures.
Olam hedges price risk on the world’s commodities exchanges, both through derivatives
and tendering.
Operational risks Field operating control and primary sourcing infrastructure are in place in every country where
Olam operates.
Our credit/counterparty rating system defines credit limits and controls, promoting
fragmentation of credit exposure on short tenors.
Insurance is taken to provide inventory cover as well as credit defaults.
Currency risks Olam operates in many geographies and is therefore exposed to many different currencies.
G7 currency hedging is performed by a centralised Treasury function and local currency limits
in the origins and destinations are assigned to accommodate operational requirements.
Agricultural risks We aim for transparency with stakeholders, addressing issues as they arise but also seeking
to improve wider understanding of issues in agri-complex – we make information available
Political & Sovereign risks We have a deep-seated presence in many countries of operation, built over many years, and
have consequently gained substantial knowledge of local practices. We maintain global
political risk and terrorism risk insurance.
Regulatory & Compliance risks The Market Compliance Office is a global function whose primary role is to ensure that Olam is
fully compliant within all external regulation.
Capital Structure & Financing risks Olam has a strong base of long-term shareholders. We maintain strong banking relationships
providing committed banking lines, thereby assuring good liquidity.
Natural Perils Olam maintains insurance cover against risk of natural disasters, such as flood, fire,
earthquake and storms.
Other risks Succession plans are in place to provide a second line of leadership from with the Company’s
Operating Committee and Management Committee. The Group employs IT security experts,
as well as having in place IT cybersecurity infrastructure.
Strategic risks All strategic risks are overseen by the offices of the CEO and COO, and by the
Executive Committee.
Trading risks: Operational Risks: Operational Risks: Reputational Risks: Other Risks:
• Price Risk • Stock Risk • Project Execution Risk • Social Risk • Key Person Risks
• Basis Risk • Quality Risk • Asset Utilisation Risk – Labour
• Structure Risk • Fraud Risk • Social Risk
Capital Structure – Livelihoods
• Arbitrage Risk • Systems and Controls
and Financing • Social Risk
• Derivative Risk Failure Risk
Risks: – Food Safety
• Liquidity Risk Regulatory Risks: • Interest Rate Risk • Environmental Risk
Operational Risks: • Bribery/Corruption • Funding Liquidity/ – Land
• Credit Risk Risk Margin Call Risk • Environmental Risk
• Counterparty Risk • Other Regulatory Risk • Credit Metrics Risk – Water
• Currency Risks • Transfer Pricing Risk • Activist Investor Risk • Environmental Risk
• Taxation Risk • Short Seller Attack – Climate Change
• Transactional Currency Risk
Risk • Environmental Risk
Political and Cybersecurity and – Food Security
Sovereign Risks: Other Risks: Currency Risks: • Health and Safety
• Cybersecurity Risk • Translational Risk
• Duty, Tariff and
Export/Import Ban • IT Risk Currency Risk
Agricultural Risks:
• Asset Nationalisation Risk
• Weather Risk
• Selective Discrimination Risk
• Pests and
• Forced Abandonment Risk Diseases Risk
• Terrorism/Kidnapping Risk • Agronomy/GAP
Regulatory Risks: (Good Agricultural
Practices) Risk
• Market Compliance Risk
olamgroup.com 91
Engaging stakeholders to re-imagine agriculture
1.2 Reduce poverty 3.3 End epidemics 1.2. Eradicate extreme poverty 1.3 Implement social protection
1.5 Resilience to shocks 3.6 Reduce traffic accidents 4.1 Ensure free education 2.c Functioning of food
commodity markets
2.3 Farmer productivity 6.3 Improve water quality 6.b Community engagement 4.2 Access to early childhood
on WASH development
2.4 Sustainable agriculture 8.2 Increase economic 8.6 Reduce youth 9.4 Upgrade infrastructure
productivity unemployment
4.4 Increase enterprise skills 8.10 Financial Services 10.1 Income growth 10.7 Facilitate
for all responsible migration
5.A Ensure women’s economic 12.4 Management of 12.3 Reduce food loss 13.3 Capacity for climate
participation chemical use response
6.1 Access to water 13.a Climate change mitigation 15.9 Eco-system values in
govt. planning
6.2 Access to sanitation 14.1 Prevent land marine 15.a Finance for eco-system
pollution from activities conservation
6.4 Water use efficiency 15.3 Combat desertification 15.b Finance sustainable forest
and sustainable withdrawal management
7.3 Improve energy efficiency 15.5 Reduce loss of biodiversity 17.1 Strengthen tax capacity
8.1 Sustain per capita 15.7 Protect flora and fauna 17.3 Financial resources
economic growth for development
8.7 Eradicate forced labour 17.7 Access to 17.5 Investment
environmental technology promotion regimes
8.8 Promote labour rights 17.9 Capacity building for
and safety national sustainable
development
12.2 Sustainable natural resource 17.14 Policies for sustainable
use development
12.6 Corporate 17.15 Policies for poverty
sustainability reporting eradication
13.1 Strengthen resilience 17.18 Capacity building
to natural disasters for data
15.1 Conserve/restore eco-
systems
15.2 Protection of forests
16.2 End violence
against children
16.5 Reduce corruption
17.11 Developing
country exports
17.16 Partner for
Sustainable Development
17.17 Promote effective
partnerships
olamgroup.com 93
General information
olamgroup.com 95
General information continued
@olam
Olam International Limited
7 Straits View
Marina One East Tower
#20-01
Singapore 018936
Telephone (65) 6339 4100
Facsimile (65) 6339 9755
olamgroup.com
Governance Report
Olam International Limited Annual Report 2017
Re-imagining
Global Agriculture
Governance Report Olam International Annual Report 2017 olamgroup.com
Our vision
To be the most differentiated and valuable global agri-business by 2040.
This report is the first on our journey to develop a new model of reporting that provides
insight into how we create value over the long-term. We aim to communicate how
we identify, develop, preserve and deploy strategic assets in line with our company’s
purpose. A separate Global Reporting Initiative (GRI) report is available on our website
at olamgroup.com.
Strategy Report
This chapter offers narrative about our
performance, strategy and market factors.
It can be read independently as an Executive
Summary or as part of the full report.
Execution of
strategy delivers…
Amidst the challenges in 2017, in particular, the
continuation of volatile and challenging economic
conditions and ongoing complexity and uncertainty
at a geo-political and trade level, Olam recorded strong
growth in the year.
olamgroup.com 1
Lim Ah Doo
Chairman, Non-Executive and
Independent Director
Chairman’s letter continued
…growth and
resilience.
The performance is a testimony of the Company’s
strategy and implementation of key initiatives to
improve working capital efficiency and reinforces
the strength and resilience of its businesses.
olamgroup.com 3
Chairman’s letter continued
olamgroup.com 5
Board of directors
Date of appointment as Chairman: 1 January 2017 Date of first appointment as Director: 11 July 1996
Date of first appointment as Director and Chairman-designate: Date of last re-election: 25 April 2017
1 November 2016 Length of service as a Director (as at 31 December 2017):
Date of last re-election: 25 April 2017 21 years 5 months
Length of service as a Director (as at 31 December 2017): Academic and professional qualification:
1 year 2 months Postgraduate Degree in Business Management,
Indian Institute of Management, Ahmedabad
Academic and professional qualification:
Degree (Honours) in Engineering, Queen Mary College, Advanced Management Program, Harvard Business School
University of London Present Directorship:
Master in Business Administration, Cranfield School of Management Listed company
Present Directorship: Société SIFCA (Non-Executive Director)
Listed company Non-listed company
GDS Holdings Ltd (Director) Caraway Pte. Ltd. (Director)
GP Industries Ltd (Director) Other Major appointment:
SembCorp Marine Ltd (Director) Chairman, Human Capital Leadership Institute Pte Ltd
Singapore Technologies Engineering Ltd (Director) Chairman, WBCSD (World Business Council for Sustainable
Development)
Non-listed company
ARA-CWT Trust Management (Cache) Limited (Director) Chairman, JOil (S) Pte Ltd
(Trustee Manager of Cache Logistics Trust) Member, Singapore Management University Board of Trustee
Singapore Technologies Marine Ltd (Chairman) Past Directorships held over the preceding three years:
STT GDC Pte. Ltd. (Director) International Enterprise Singapore (Chairman)
STT Global Data Centres India Private Limited (Director) National University of Singapore (Trustee)
U Mobile Sdn Bhd (Director) PureCircle Limited (Director)
Virtus HoldCo Limited (Director) Additional Information:
Other Major appointment: Nil Mr. Sunny Verghese was with the Kewalram Chanrai Group
(KC Group) for over two decades and in 1989 was mandated to
Past Directorships held over the preceding three years: start the Company with a view to building an agricultural products
Linc Energy Limited business for the KC Group. Before joining the KC Group, he
Bracell Limited worked for Unilever in India. Mr. Verghese previously chaired
CitySpring Infrastructure Management Pte Ltd, a listed Business
SM Investments Corporation
Trust in Singapore and was also a Commissioner of the Business
Additional Information: & Sustainable Development Commission (BSDC). Mr. Verghese
Mr. Lim Ah Doo was formerly the President and subsequently the has won several awards including ‘Outstanding Chief Executive’
non-executive Vice Chairman of RGE Pte Ltd (formerly known as at the Singapore Business Awards in 2007, ‘Ernst & Young
RGM International Pte Ltd). His past working experience includes Entrepreneur of the Year’ for Singapore in 2008 and ‘Best CEO
an 18-year banking career in Morgan Grenfell from 1977 to 1995, of the Year 2011’ at the Singapore Corporate Awards. He was
during which he held several key positions including that of also awarded the Public Service Medal by the Government of
Chairman of Morgan Grenfell (Asia) Limited. Mr. Lim was the Republic of Singapore in 2010.
previously an Independent Director at EDB Investments and
SM Investments Corporation and an Independent Commissioner
and Chairman of the Audit Committee of PT Indosat (Indonesia).
Date of first appointment as Director: 29 October 2008 Date of first appointment as Director: 1 November 2013
Date of last re-election: 25 April 2017 Date of last re-election: 25 April 2017
Length of service as a Director (as at 31 December 2017): Length of service as a Director (as at 31 December 2017):
9 years 2 months 4 years 2 months
olamgroup.com 7
Board of directors continued
Date of first appointment as Director: 1 October 2014 Date of first appointment as Director: 1 December 2015
Date of last re-election: 25 April 2016 Date of last re-election: 25 April 2016
Length of service as a Director (as at 31 December 2017): Length of service as a Director (as at 31 December 2017):
3 years 3 months 2 years 1 month
Academic and professional qualification: Academic and professional qualification:
Bachelor of Arts, Economics (Honours), Bombay University, India Bachelor of Accountancy, National University of Singapore
Present Directorship: Fellow, Institute of Singapore Chartered Accountants and Certified
Listed company Public Accounts, Australia
DBS Group Holdings Ltd (Director) Present Directorship:
GlaxoSmithKline Pharmaceuticals Ltd (Director) Listed company
StarHub Ltd (Director) Sembcorp Industries Ltd (Director)
Shangri-La Asia Limited (Director)
Non-listed company
Caraway Pte. Ltd. (Chairman) The Straits Trading Company Limited (Director)
DBS Bank Ltd (Director) Malaysia Smelting Corporation Berhad (Director)
DBS Foundation Ltd (Director) Non-listed company
Certis CISCO Security Pte Ltd (Director)
Other Major appointment:
Member, Advisory Board for South East Asia/Indonesia, Citibank Singapore Limited (Director)
Bain & Company SE Asia, Inc MediaCorp Pte Ltd (Director)
Member, Private Sector Portfolio Advisory Committee in India of Rahman Hydraulic Tin Sdn Bhd (Director)
the UK Government’s Department for International Development
Other Major appointment: Nil
Member, Corporate Resilience Advisory Council, McKinsey
& Company Past Directorships held over the preceding three years:
ARA Asset Management Limited (Director)
Past Directorships held over the preceding three years:
CapitaMalls Asia Limited (Director)
Akzo Nobel India Limited (Chairman)
CityNet Infrastructure Management Pte Ltd (Chairman)
TVS Motor (Singapore) Pte. Limited (Director)
(Trustee-Manager of NetLink Trust, a business trust wholly owned
PT TVS Motor Company (President Commissioner) by Singapore Telecommunications Ltd)
SATS Ltd (Director) Hup Soon Global Corporation Limited (Director)
Wildlife Reserves Singapore Pte Ltd (Director) Interoil Corporation (Director)
Additional Information: Tiger Airways Holdings Limited (Director)
Mr. Nihal Kaviratne CBE’s career with the Unilever Group spanned
Additional Information:
40 years during which he held various senior level management
Mr. Yap Chee Keong’s career included being the Executive Director
positions in sales, marketing, brand and strategic planning and
of The Straits Trading Company Limited and the Chief Financial
development, and as Chairman/CEO across Asia, Europe and
Officer of Singapore Power Ltd. Mr. Yap has also worked in
Latin America. He retired from Unilever in 2005. Mr. Kaviratne
various senior management roles in multinational and listed
was cited in HM Queen Elizabeth II’s 2004 New Year Honours List
companies. He was a board member of the Accounting and
in the UK and has been made the Commander of the Order of the
Corporate Regulatory Authority and a member of the Public
British Empire (CBE) for services to UK business interests and to
Accountants Oversight Committee, the MAS/SGX/ACRA Work
sustainable development in Indonesia. He was one of “25 leaders
Group to review the Guidebook for Audit Committees in Singapore
at the forefront of change” chosen by Business Week in 2002 for
and the MAS/SGX/ACRA/SID Review Panel to develop a Guide for
the Stars of Asia Award. In its year end 2010 issue, Forbes India
Board Risk Committees in Singapore.
listed him as one of the “5 top names to have on your Board”.
He was awarded for driving “Business Excellence” at the World
Business Conclave 2016 in Hong Kong. Mr. Kaviratne brings with
him extensive organisational, business, management, strategic
planning and customer-based experience and knowledge.
Date of first appointment as Director: 1 December 2015 Date of first appointment as Director: 25 April 2016
Date of last re-election: 25 April 2016 Length of service as a Director (as at 31 December 2017):
Length of service as a Director (as at 31 December 2017): 1 year 8 months
2 years 1 month Academic and professional qualification:
Academic and professional qualification: Bachelor of Law (Honours), National University of Singapore
Bachelor of Arts (Honours) in Experimental Psychology, Diploma in Accounting and Finance, Chartered Association
Oxford University of Certified Accountants (UK)
MBA, INSEAD Present Directorship:
Present Directorship: Listed company
Listed company StarHub Ltd (Director)
G. K. Goh Holdings Limited (Director) Non-listed company
Non-listed company Certis Cisco Security Pte. Ltd. (Director)
Caregivers Alliance Ltd (Director) SPH REIT Management Pte Ltd (Director)
Mapletree Investments Pte Ltd (Director) Other Major appointment:
Mapletree Oakwood Holdings Pte Ltd (Director) Member, Supervisory Committee of ABF Singapore Bond Index,
Monetary Authority of Singapore
The Teng Ensemble Ltd (Chairman)
Member, Appeals Panel, Abu Dhabi Global Market
Other Major appointment:
Member, International Advisory Panel, CIMB Group Holdings Board Member, Public Utilities Board
Berhad Member, Council, Singapore Business Federation
Past Directorships held over the preceding three years: Nil Member, Board of Trustees, Singapore Institute of Technology
Additional Information: Member, Corporate Governance Council
Ms. Marie Elaine Teo has over 20 years of investment experience, Member, SGH Health Development Fund Committee, SingHealth
primarily with the Capital Group companies where she focused on Fund
Asian banks and global emerging markets, both as an analyst and
an investment manager. Ms. Teo was formerly the Chairman of Past Directorships held over the preceding three years:
Capital International Research Group and Managing Director of Wopa Services Pte Ltd (Director)
Capital International Inc., Asia. 89 Holdings Pte. Ltd. (Director)
Additional Information:
Ms. Rachel Eng is currently the Deputy Chairman of
WongPartnership LLP. As a corporate lawyer, she is involved in
listings, corporate advisory and corporate governance work.
Ms. Eng was a member of the Committee on the Future
Economy, which released its report in 2017.
olamgroup.com 9
Board of directors continued
Date of first appointment as Director: 1 November 2015 Date of first appointment as Director: 1 May 2017
Date of last re-election: 25 April 2016 Length of service as a Director (as at 31 December 2017):
7 months
Length of service as a Director (as at 31 December 2017):
2 years 2 months Academic and professional qualification:
Bachelor of Law, University of Tokyo
Academic and professional qualification:
Degree in Commerce, Waseda University, Tokyo Present Directorship:
Advanced Management Program, Harvard Business School Listed company
Nil
Present Directorship:
Listed company Non-listed company
Lawson, Inc. (Director) Nil
Mitsubishi Shokuhin Co., Ltd. (Director) Other Major appointment: Nil
Past Directorships held over the preceding three years: Nil
Non-listed company
Nil Additional Information:
Other Major appointment: Nil Mr. Mitsumasa Icho is currently Executive Vice President,
Corporate Functional Officer, Regional Strategy for Japan and
Past Directorships held over the preceding three years: General Manager, Kansai Branch of Mitsubishi Corporation. He
Thai Union Group Public Company Limited (Director) has been with the Mitsubishi Group since 1982 and has held
Rokko Butter Co., Ltd. (Director) senior positions within the Group in Houston and New York as well
as other key Group functional roles in Finance, Risk Management,
Additional Information: Tax and Administration. He was the Executive Vice President of
Mr. Yutaka Kyoya is currently the Executive Vice President and Mitsubishi Motors North America, Inc. from 2006 to 2008 and
Group CEO of Living Essentials Group of Mitsubishi Corporation. subsequently Mitsubishi Motors Corporation from 2008 to 2012.
He joined Mitsubishi Corporation in 1984 and has since been Prior to assuming his current role, Mr. Icho was Senior Vice
engaged in the food business. Mr. Kyoya has held various roles President of the Risk Management Department, an advisory function
in Mitsubishi Corporation in Tokyo as well as in its overseas offices, to the President’s office and the General Manager of Mitsubishi
including the USA, Malaysia and Singapore. Prior to his current Corporation’s Machinery Group Administration Department.
position, he was the Deputy General Manager of Living Essentials
Group CEO’s Office in 2012 before being promoted to Senior Vice
President of Mitsubishi Corporation and Chief Operating Officer of
its Living Essential Resources Division in 2014.
olamgroup.com 11
Corporate governance report
The 2012 Code of Corporate Governance (the Code) is to meet its objectives, as well as to regularly review the
applicable to the Company for its 2017 Annual Report. execution and the implementation of the Strategic Plan;
Olam complies with most of the principles and • To oversee the process and framework for evaluating
guidelines of the Code. Today, the Board comprises the adequacy of internal controls, risk management,
more than 50% independent directors with the Board financial reporting and compliance and satisfy itself as
Chair being independent since 2015. With the optimal to the adequacy and effectiveness of such processes
mix of expertise and experience including gender and framework;
diversity, the Board is equipped to effectively lead and • To ensure the Company’s compliance with such laws
direct the Company’s business and strategy, ensuring and regulations as may be relevant to the business;
the long-term success of the Company. • To assume responsibility for corporate governance;
This Corporate Governance report cross-references • To set the Company’s values and standards, and
other reports and statements made in certain sections of ensure that obligations to shareholders and others are
the 2017 Annual Report such as the detailed profile of understood and met at all times;
the Board that may be found in the section on Board of • To review the performance of the Senior Management
Directors, details on the Company’s risk governance and the compensation framework for the Board,
framework and the corporate responsibility and sustainability Executive Directors and Senior Management;
strategy as well as highlights that may be found in the • To oversee the succession plans for the Board, Group
Strategy Report. For completeness, this Corporate CEO, Group COO, Group CFO and Senior Management;
Governance report should be read in conjunction with
• To oversee and consider corporate responsibility and
the various sections of the 2017 Annual Report.
sustainability issues, policies, standards and strategy
The Company continues to focus on the substance and in the context of the Company’s activities which may
spirit of the Code, while continuing to deliver on the have an impact on environmental and social issues; and
Company’s vision and objectives. Where there are • To identify key stakeholder groups and consider
differences between the Code and the Company’s their perceptions.
practices, we have clarified them within the report.
As an established practice, the material matters that
Board leadership transition require the specific review and approval of the Board are
designated as reserved matters and include:
In 2017, we saw the transition of Board Chair to Mr. Lim
Ah Doo and the appointment of a new Non-Executive • Acquisitions, divestments and capital expenditure
Director, Mr. Mitsumasa Icho, in place of an existing exceeding the authority limits established under an
Non-Executive Director. The changes to the Board internal policy adopted by the Board, while delegating
brought deep insights and experience that were directly authority for transactions below those limits to Board
relevant and useful in providing leadership and Committees, the Executive Committee and Senior
stewardship to Olam’s development. Management;
• Capital planning and raising, annual budgets and
Board matters updates to the Strategic Plan;
Principle 1: The Board’s conduct of affairs • Key policy decision-making process and control;
• Changes to capital, dividend distribution,
Olam is led by an experienced Board with representatives
issuance and buy-back and changes to shares
from varied nationalities and diverse international
and other securities;
business backgrounds. The Board oversees the affairs
of the Company and provides leadership and guidance • Matters considered not in the ordinary course of
to the Senior Management Team. Collectively, the Board business of the Group; and
and the Senior Management Team ensure the long-term • Any matter which the Board considers significant
success of the Company and discharge their statutory enough to require the Board’s direct attention or would
and fiduciary responsibilities, both individually and be critical to the proper functioning of the Company or
collectively. The key functions of the Board are: its business.
• To provide entrepreneurial leadership, set strategic The Board is assisted by various Board Committees for
objectives, and ensure that the necessary financial the effective discharge of its responsibilities. To date,
and human resources are in place for the Company these include the Audit Committee (AC), Board Risk
Committee (BRC), Capital and Investment Committee
olamgroup.com 13
Corporate governance report continued
Independent C C – – M – C C C
Lim Ah Doo Non-Executive 6/6 4/4 6/6 2/2 2/2 1/1
Independent M M – – M C – M –
Jean-Paul Pinard Non-Executive 6/6 4/4 6/6 4/4 2/2 1/1
Independent M M – M C – – M –
Sanjiv Misra Non-Executive 6/6 4/4 4/4 6/6 2/2 1/1
Independent M M M – – M – – –
Nihal Vijaya Devadas Kaviratne CBE Non-Executive 6/6 4/4 6/7 4/4 1/1
M M M1 M1 M1 M1 M1 M1 –
Yutaka Kyoya Non-Executive 6/6 4/4 4/4 1/1 1/1 3/3 1/1 1/1 1/1
Independent M M – C M M – – –
Marie Elaine Teo Non-Executive 6/6 4/4 4/4 5/6 4/4 1/1
Independent M M C M – – M – –
Yap Chee Keong Non-Executive 6/6 4/4 7/7 4/4 2/2 1/1
Independent M M M – – – M M –
Rachel Eng Yaag Ngee Non-Executive 6/6 4/4 7/7 2/2 2/2 1/1
M M – M M – – M O
Mitsumasa Icho2 Non-Executive 5/5 4/4 3/3 3/5 1/1 1/1
M – – M M – – – –
Sunny George Verghese Executive 6/6 4/4 6/6 1/1
M – – – M M – – –
Shekhar Anantharaman Executive 5/6 3/6 3/4 1/1
M M M – – M M – –
Katsuhiro Ito3 Non-Executive 1/1 1/1 3/3 1/1 1/1 1/1
“M” Member
“C” Chairman
“NED” Non-Executive Director
“AC” Audit Committee
“BRC” Board Risk Committee
“CIC” Capital and Investment Committee
“CRSC” Corporate Responsibility and Sustainability Committee
“GNC” Governance and Nomination Committee
“HRCC” Human Resource and Compensation Committee
“AGM” Annual General Meeting
“O” Observer
1. Mr. Yutaka Kyoya was appointed to the AC, GNC and CRSC on 1 May 2017, and stepped down as member of the BRC, CIC and HRCC on
1 May 2017.
2. Mr. Mitsumasa Icho was appointed as Non-Executive Director and member of the BRC, CIC and HRCC on 1 May 2017.
3. Mr. Katsuhiro Ito stepped down as Non-Executive Director and member of the AC, CRSC and GNC on 1 May 2017.
olamgroup.com 15
Corporate governance report continued
has no familial or commercial relationship with the notwithstanding the term of office. Independent Directors
Group or its officers and substantial shareholders of may be retired prior to completion of the term of office if
the Company that could interfere, or be reasonably so determined by the Board, taking into consideration
perceived to interfere, with the exercise of his or her the recommendation of the GNC.
independent business judgement in the best interests
of the Company, is considered to be independent. Non-Executive Independent Directors
The Code further requires the independence of any The Non-Executive Independent Directors fulfil a pivotal
Director who has served on the Board beyond 9 years role in corporate accountability. Their role is particularly
to be rigorously reviewed. The basis of determination by important as they provide unbiased and independent
the GNC takes into account the annual confirmation of views, advice and judgement to protect the interests
independence (the ‘Confirmation’) completed by each not only of the Company but also of shareholders,
Independent Director. He or she is required to critically employees, customers, suppliers and the many
assess their independence by examining the existence communities in which the Company conducts business.
of any relationships or dealings that may compromise The Board has since 2013 maintained the number of
their independence. Executive Directors at 2 to have a greater proportion
of independent representation on the Board.
Having carried out its review for the year under review
and taking into account the views of the GNC, the Principle 3: Chairman and Group Chief
Board has determined that, with the exception of the 2 Executive Officer
Non-Executive Directors and 2 Executive Directors, the
Mr. Lim Ah Doo, who joined the Board on 1 November
remaining 7 Directors are to be considered as independent.
2016 as Chairman‑designate and Independent and
In its review, the GNC has considered the independence Non-Executive Director, assumed the role of Chairman
of Mr. Jean-Paul Pinard who has served on the Board for with effect from 1 January 2017.
more than 9 years. Mr. Pinard was appointed to the
Mr. Lim Ah Doo is a Non‑Executive Director and is not
Board since 2008 and has since chaired the CRSC.
related to the Group CEO, Mr. Sunny George Verghese,
Through his chairmanship and guidance, the Company’s
or other members of the Senior Management Team.
CR&S function as well as the MATS function continues to
There is a clear division of responsibility between the
mature in strength and expertise, with several key CR&S
Chairman and Group CEO to ensure a balance of power
policies and related policies developed and implemented
and authority.
and key stakeholders’ relationships built to further the
Company’s CR&S commitment and endeavours. His vast The Chairman is responsible for ensuring the
experience with the International Finance Corporation effectiveness of the Board and Board Committees
remained relevant for the nature of the Company’s as well as the governance process. The Group CEO
business in particular the area of corporate responsibility is at the helm of the Management Team and has overall
and sustainability. The GNC further considered Mr. responsibility for the Company’s operations and
Pinard’s independence of mind and opined that he has organisational effectiveness. The Group CEO remains
consistently exercised independent judgement and accountable to the Board for the decisions and actions
evidently expressed his views objectively and is able to taken, as well as for the performance of the Group. The
exercise strong independent business judgement with Chairman works closely with the Group CEO on matters
a view to acting in the best interests of our Company, to be tabled at meetings and matters arising from the
thereby demonstrating an independence of mind. meetings as well as in ensuring that Board members
Notwithstanding Mr. Pinard having served on the Board receive accurate, timely and clear information.
beyond 9 years, the Board concurred with the Under the leadership of the Chairman, the Board holds
recommendation of the GNC that Mr. Pinard is to be robust, open and constructive discussions at its
considered as independent. meetings with adequate time allocated to sufficiently
review the issues tabled. The Chairman chairs the
Ongoing renewal of the Board
quarterly Non-Executive Directors’ discussions after
The ongoing renewal of the Board is in line with the each Board meeting and may organise offsite meetings
Board’s policy on tenure of directorships. Since 2013, of the Non-Executive Directors. Along with the Group
long-serving independent directors were retired CEO, the Chairman monitors the translation of the
gradually at each AGM with new independent directors Board’s decisions, requests and recommendations into
who possess the required skills and capabilities executive action. As part of the Chairman’s oversight, he
appointed to fill these vacancies. All newly appointed ensures that constructive communication and engagement
independent directors will be subject to a term of office with shareholders take place at every General Meeting.
comprising two terms of 3 years each, with an additional The Chairman may direct members of the Board to
term of 3 years at the sole discretion of the Board. All participate in briefings and meetings with other stakeholders
directors whether Executive, Non-Executive or to explain publicly available material information.
Independent remain subject to an annual evaluation
olamgroup.com 17
Corporate governance report continued
Nihal Vijaya Devadas Kaviratne CBE, Yutaka Kyoya, of board representations which a Director may hold
Yap Chee Keong and Marie Elaine Teo will retire pursuant has been imposed by the GNC as Directors have
to Article 103 of the Articles of Association comprising demonstrated their commitment and effectiveness
part of the Company’s Constitution and will be eligible in discharging their duties and responsibilities and
for re-election by the shareholders at the AGM. avoiding actual or potential conflicts of interest caused
by serving on other boards.
New appointments, selection and re-nomination
of Directors Key information regarding Directors
All new appointments, selection and re-nomination Key information regarding Directors, such as academic
of Directors are reviewed and proposed by the GNC. and professional qualifications, Board Committees served
The GNC has access to external search consultants on (as a member or Chairman), date of first appointment
and resources to identify potential candidates. Board as a Director, date of last re-election as a Director,
members may also make recommendations to the GNC. directorships both present and past held over the
Shortlisted candidates are met by the GNC Chairman preceding 3 years in other listed companies and other
along with the Board Chairman and Group CEO major appointments, is disclosed in the section on Board
prior to approval at Board level. Some of the criteria of Directors of the 2017 Annual Report. Information
considered by the GNC while evaluating Directors’ relating to Directors’ shareholding and interests in the
appointments are: Group is disclosed in the Financial Report.
• The candidate should possess knowledge and Principle 5: Board performance
experience in a particular area of value to the Group,
The Board considers the importance of putting the right
namely accounting or finance, business or
people with the right range of skills, knowledge and
management, industry knowledge, strategic planning,
experience together for effective governance of the
customer-based experience or knowledge or
Group’s business. The GNC assists the Board in
environment and sustainability;
ensuring that the Board is comprised of individuals
• The candidate should have the aptitude or whose background, skills, experience and personal
experience to understand fully the fiduciary duties characteristics enhance the effectiveness of the current
of a Director and the governance processes of Board and meet its future needs.
a publicly listed company;
• Independence of mind; Based on the recommendations of the GNC, the Board
has laid down a preliminary set of assessment criteria to
• Capability and how he/she could meet the needs of
assess the effectiveness of the Board as a whole. There
the Company and simultaneously complement the
are 12 broad sections and a total of 49 assessment
skillset of other Board members;
areas for the Board evaluation covering, amongst others,
• Experience and track record in multinational Board composition and leadership, Board processes,
companies; strategy and implementation, risk and crisis management,
• Ability to commit time and effort to discharging his/her effectiveness of Board Committees and stakeholder
responsibilities as a Director; and management. The assessment of the Board Chair and
• Reputation and integrity. Director individually is conducted on an ‘exception’
The GNC reviews all proposed appointments as basis with broad criteria on their individual contribution,
part of the Board’s renewal process taking into involvement, conduct of and at meetings, execution of
consideration the capability, experience, skillset agreed matters, interaction with the Board, industry and
and the principal commitment of the candidates. functional expertise, etc.
Interviews and discussions by the GNC Chair, Board During the year, the GNC carried out an evaluation of
Chair and the Group CEO will also be held with any the effectiveness of the Board, the individual Board
proposed candidates. members and the Chairman of the Board. The results of
the evaluations are reviewed by the GNC and the Board
Membership of other boards with proposed follow-up actions led by the GNC Chair.
The GNC, in assessing the performance of the individual Meetings between the individual Director and the Board
Director, considers whether sufficient time and attention Chairman, as well as the GNC Chairman, may be set up
has been given by the Director to the affairs of the to share feedback and comments received and to work
Company. It has regard to the Director’s other board out action plans to address specific issues raised.
memberships and commitments. No limit on the number
olamgroup.com 19
Corporate governance report continued
Human Resource and Compensation The framework and details of the fees paid to the
Non-Executive Directors approved at the previous AGM
Committee (HRCC) of the Company in April 2017 are provided in the
following paragraphs.
The remuneration for Non-Executive Directors is in
line with peer companies and those whom Olam was
benchmarked against. The fees framework for Non-
Executive Directors reflects an equitable and adequate
remuneration on account of the responsibilities and
average amount of time spent by a Director at Board and
Board Committee meetings, as well as their discussions
Lim Ah Doo beyond formal meetings and separate discussions with
Chairman management in the discharge of their responsibilities.
To facilitate timely payment of Directors’ fees, the fees
Jean-Paul Pinard are paid in arrears on a quarterly basis for the current
Sanjiv Misra financial year once approval is obtained from
Rachel Eng Yaag Ngee
shareholders at the AGM.
Mitsumasa Icho (appointed 1 May 2017) Fees for Non-Executive Directors
Yutaka Kyoya (stepped down 1 May 2017)
At the April 2017 AGM, shareholders approved the payment
of Directors’ fees of up to S$2,000,000 under the existing
The existing members of the HRCC, including the HRCC
fees framework for Non-Executive Directors set out in the
Chairman, are Independent and Non-Executive Directors,
paragraphs below. The aggregate fees paid quarterly in
except for Mr. Mitsumasa Icho, who is Non-Executive.
arrears to the Non-Executive Directors for the financial
The HRCC is established by the Board with the following
year ended 31 December 2017 entirely in cash amounted
principal functions:
to S$1,697,600.00 (excluding fees paid to a Director for
• To review the executive leadership development his directorship with the subsidiary of the Company).
process and programme; The breakdown of the fees paid to the Non-Executive
• To review and recommend executives’ compensation Directors for the financial year ended 31 December 2017
framework and equity-based plans; is set out in the table below. The Non-Executive Directors
• To review succession plans for key executives, only receive Directors’ fees and do not receive any other
including the Group CEO; benefits.
• To establish and oversee the process for evaluating
the performance of the Group CEO, Group COO and
Fees paid to the Non-Executive Directors for the
other key executives in the fulfilment of their financial year ended 31 December 2017
responsibilities, and the meeting of objectives and Directors’ fees paid
performance targets; and Name in FY 2017 (S$)
Chairman who will be voting for proxies under the Listing S$2,000,000 and above
Rules of the SGX-ST, the Directors shall also decline to Sunny George
accept appointment as proxies for any shareholder to Verghese 20.4% 75.4% 4.1% 100% 15,000,0001 1,901,7943
vote in respect of this resolution unless the shareholder Shekhar
Anantharaman 32% 68% – 100% 5,000,0002 1,420,0524
olamgroup.com 21
Corporate governance report continued
olamgroup.com 23
Corporate governance report continued
Audit Committee (AC) • Review the proposed scope of the Internal Audit
function, the performance of the Internal Audit
function, Internal Audit findings and to approve the
Annual Internal Audit Plan and as and when there
are changes to the plan;
• Review the internal controls and procedures and
ensure coordination between the external auditors,
the internal auditors and Management, reviewing the
assistance given by Management to the auditors, and
Yap Chee Keong discussing problems and concerns, if any, arising
from the interim and final audits, and any matters
Chairman which the auditors may wish to discuss (in the
absence of the Management where necessary);
Nihal Kaviratne CBE • Review and discuss with the internal auditors, external
Rachel Eng Yaag Ngee auditors and Management any suspected fraud or
Yutaka Kyoya (appointed 1 May 2017) irregularity, or suspected infringement of any relevant
laws, rules or regulations, which has, or is likely to
Katsuhiro Ito (stepped down 1 May 2017)
have, a material impact on the Group’s operating
results or financial position, and Management’s
All the members of the Audit Committee (AC) are
response to the same;
Non-Executive Directors with a majority of members
including the AC Chair being independent. Members • Consider the appointment or re-appointment of the
of the AC have significant and varied experience and external auditors and matters relating to resignation
backgrounds in accounting, financial management- or dismissal of the auditors;
related and legal fields. • Review the scope and results of the audit and its cost
effectiveness, and the independence and objectivity
The AC met 7 times during the year under review. The
of the external auditors, annually;
AC has established terms of reference approved by the
• Review interested person transactions falling within
Board and has explicit authority to investigate any matter
the scope of Chapter 9 of the Singapore Exchange
within its terms of reference. The key functions of the
Listing Rules;
AC are to:
• Undertake such other reviews and projects as may
• Assist the Board in discharging its statutory and other be requested by the Board of Directors and report
responsibilities on internal controls, financial and to the Board of Directors its findings from time to time
accounting matters, operational and compliance on matters arising and requiring the attention of the
controls, and business and financial risk management AC; and
policies and systems; and to ensure that a review of
• Undertake such other functions and duties as may
the effectiveness of the same (which may be carried
be prescribed by statute and the Listing Rules or
out by the external or internal auditors) is conducted
recommended by the Code and by such amendments
at least annually;
made thereto from time to time.
• Review with the external auditors their audit plan, their
evaluation of the system of internal controls, their The external auditors update the AC at its quarterly
report and management letter to the AC, Management’s meetings on any changes to the accounting standards,
response, and the allocation of audit resources issues and developments with a direct impact on
according to the key business and financial risk areas financial statements.
as well as the optimum coverage and efforts between The AC has clear authority to investigate any matter
the external and internal auditors; within its terms of reference, full access to and
• Review the quarterly and annual financial statements cooperation of the Management and full discretion to
before submission to the Board of Directors for invite any Director, key executive or officers of the
approval, focusing in particular on changes in Company to attend its meetings. The Group COO,
accounting policies and practices, major operating Group CFO, Global Head for Corporate Finance, the
risk areas, the overview of all Group risk on an President and Head of Internal Audit and the external
integrated basis, significant adjustments resulting from auditors are invited to attend these meetings.
the audit, the going concern statement, compliance To enable it to discharge its functions properly, the AC,
with accounting standards, and compliance with any through Management, has access to external counsels
SGX and statutory/regulatory requirements; and consultants.
olamgroup.com 25
Corporate governance report continued
compliance or integrity issue, they should immediately Enterprise Risk Management (ERM) Framework and
report such suspicions using the communication put forth changes to the ERM Framework by identifying
channels provided in the CoC and as set out above. the key risk categories and risk events, strengthening
The CoC may be referred to on the Company’s website risk governance through Board Committees, oversight
at olamgroup.com. of risk categories and the analysis of risks.
During the year under review, Management in Principle 13: Internal audit
consultation with the BRC and AC Chair assessed the The Internal Audit function is an important line of
olamgroup.com 27
Corporate governance report continued
Corporate Responsibility and During the year under review, the Committee reviewed
and discussed the Company’s engagement with the
Sustainability Committee (CRSC) Non-Governmental Organisations in the sustainability
sphere as well as the approach to the global issues
concerning environment and sustainability.
The Committee actively monitors corporate responsibility
and sustainability issues and the reporting by Management
on such issues in the Company’s pursuit of various
investments. As part of the CRSC’s active engagement
on corporate responsibility and sustainability matters
concerning the Group’s business and operations, the
Jean-Paul Pinard Chairman and members of the CRSC may, collectively or
Chairman individually, visit some of the Company’s global operations,
along with members of the Management Team, to gain
deeper insights into the CR&S activities on the ground.
Nihal Kaviratne CBE
Marie Elaine Teo Principle 14: Shareholders’ rights
Yutaka Kyoya (appointed 1 May 2017)
Principle 15: Communication with shareholders
Sunny George Verghese (appointed 4 January 2018)
Shekhar Anantharaman (stepped down 4 January 2018) Principle 16: Conduct of shareholder meetings
Katsuhiro Ito (stepped down 1 May 2017)
Enhancing investor communication
At Olam, we believe that profitable growth, as a way At Olam, we believe it is important for us to communicate
of doing business, needs to incorporate creating our business, strategic developments, financial,
value on an ethically, socially responsible and environmental, social and governance and other
environmentally sustainable basis. We have called non‑financial information to shareholders, investors,
this ‘Growing Responsibly’. analysts (collectively referred to as the investing
community) and key intermediaries (including financial
The CRSC met 4 times during the year. The terms of
media, brokers and independent research organisations)
reference of this Committee include:
who provide research and information on the Company.
• To review and recommend to the Board the Corporate Concurrently, we aim to understand their perspectives
Responsibility and Sustainability (CR&S) vision and and requirements for decision-making and improve
strategy for the Group; two-way communication.
• To oversee the integration of CR&S perspectives into Since the 2014-2016 Strategic Plan, one of our
the Company’s strategy and businesses; strategic priorities has been to promote a better
• To review global CR&S issues and trends and assess understanding of Olam’s business by enhancing
their potential impact on the Group; stakeholder communication. We have supplemented
• To review the state of the Group’s health and safety our Company disclosure with details on investment
measures and status; performance and held investor days and field visits
• To monitor implementation, through the CR&S to Olam’s operational sites.
function, strategy as well as policies and investments To facilitate better understanding and analysis, we
in the CR&S area; have improved the structure and content of our results
• To review the progress made on various initiatives; announcements by publishing a quarterly Management
• To support Management’s response to crisis, Discussion and Analysis (MD&A) statement, which
where required; includes a business commentary, key operational
• To review the Company’s report and statement on and financial highlights and a detailed review of
sustainability activities, commitment and involvement financial performance.
and its (Olam) Livelihood Charter; and We have also produced additional corporate literature,
• To review the adequacy of the CR&S function. such as ‘Olam Insights’ since 2015, a quarterly
The CRSC actively engages the CR&S function headed newsletter for investors that features our different
by Dr. Christopher Stewart with oversight by Gerard business platforms and profit centres around the world.
Manley, a member of the Executive Committee, in the The Group Investor Relations department has lead
formulation and implementation of various sustainability responsibility for enhancing communication with the
policies and projects. investing community, with the active involvement of
The CRSC plays a pivotal role in monitoring the state of the Group CEO, Group COO and Group CFO, and in
health and safety within the Group, ensuring a culture of consultation with the Global Corporate Responsibility
zero tolerance to fatality, and reviews the health and and Sustainability department on environmental, social
safety report from MATS on a quarterly basis. and governance issues.
olamgroup.com 29
Corporate governance report continued
Board members including the Chairman of all Board During the AGM, shareholders are given the opportunity
Committees, namely, the AC, BRC, CIC, CRSC, GNC and to ask questions or raise issues. The questions and
HRCC, and key executives of the Senior Management answers are recorded and detailed in the minutes, which
Team, attend the AGM. Our external auditors are also are available to shareholders upon request.
present to assist the Directors in addressing shareholders’ Voting in absentia by mail or electronic means requires
queries. The Group CEO or Group COO delivers a careful study and is only feasible if there is no
presentation to update shareholders on the Group’s compromise to either the integrity of the information and/
progress over the past year. or the true identity of the shareholder.
We treat shareholder issues, particularly those that
require shareholders’ approval, such as the re-election Recognitions
of Directors and approval of Directors’ fees, as Olam’s 2016 Annual Report won Bronze Award at the
distinct subjects and submit them to the AGM as 2017 Corporate & Financial Awards. The award was
separate resolutions. presented to Olam in the “Best Printed Report:
In support of greater transparency and an efficient voting International” category, which honours reports that
system, the Company has been conducting electronic successfully use one document to tell an organisation’s
poll voting since 2011. Shareholders who are present in corporate story to stakeholders and allow for ease of
person or represented at the meeting will be entitled to access to key information.
vote on a one-share, one-vote basis on each of the The 2016 Annual Report also won the Company the
resolutions by poll, using an electronic voting system. honour of international winner for being the most
Voting and vote tabulation procedures are declared effective in integrating sustainability into corporate
and presented to shareholders in a video before the communications at the IR Society (UK)’s Best Practice
AGM proceeds. The Company appoints an independent Awards 2017.
scrutineer to count and validate the votes at the AGM.
The Company was declared the winner of the Singapore
The independent scrutineer for the 22nd AGM was RHT
Corporate Governance Award (SCGA) 2017, Consumer
Corporate Advisory. The results of all votes cast for and
Staples Category at SIAS 18th Investors’ Choice Awards.
against in respect of each resolution, including
The SCGA is jointly developed by SIAS with the Centre
abstaining votes, are instantaneously displayed at the
for Governance, Institutions and Organisations (CGIO) of
meeting and announced on SGXNET after the AGM.
the NUS Business School to recognise listed companies
All Board members were present at the 22nd AGM: that have excellent corporate governance practices and
Chairman of the Board Committees shareholder interests.
Rachel Eng Yaag Ngee, Independent and Through the ESDC, the Company has a policy on
Non‑Executive Director dealings in securities of the Company in line with the
SGX-ST Listing Rules for its Directors and employees,
Katsuhiro Ito, Non-Executive Director (stepped down setting out the implications of insider trading and
on 1 May 2017) guidance on such dealings. The policy provides that the
Yukaka Kyoya, Non-Executive Director Company, its Directors and employees must not deal in
the Company’s securities at any time after a price-
Shekhar Anantharaman, Executive Director and
sensitive development has occurred, or has been the
Group COO
subject of a decision, until the price-sensitive decision
has been publicly announced. Directors and employees
are discouraged from short-term speculative trading in
the Company’s securities; personal investment
olamgroup.com 31
Corporate governance report continued
Lim Ah Doo Chairman, Governance and Nomination Committee (C) 1 November 2016
Independent (assumed
Human Resource and Compensation Committee (C)
Chairmanship on
Non-Executive Capital and Investment Committee (M) 1 January 2017)
Sunny George Executive Capital and Investment Committee (M) 11 July 1996
Verghese Corporate Responsibility and Sustainability Committee (M)
Jean-Paul Pinard Independent Corporate Responsibility and Sustainability Committee (C) 29 October 2008
Non-Executive Capital and Investment Committee (M)
Human Resource and Compensation Committee (M)
Sanjiv Misra Independent Capital and Investment Committee (C) 1 November 2013
Non-Executive Board Risk Committee (M)
Human Resource and Compensation Committee (M)
Nihal Vijaya Independent Audit Committee (M) 1 October 2014
Devadas Non-Executive Corporate Responsibility and Sustainability Committee (M)
Kaviratne CBE
Yap Chee Keong Independent Audit Committee (C) 1 December 2015
Non-Executive Board Risk Committee (M)
Capital and Investment Committee (M)
Governance and Nomination Committee (M)
Marie Elaine Teo Independent Board Risk Committee (C) 1 December 2015
Non-Executive Capital and Investment Committee (M)
Corporate Responsibility and Sustainability Committee (M)
Yutaka Kyoya Non-Executive Audit Committee (M) 1 November 2015
Governance and Nomination Committee (M)
Corporate Responsibility and Sustainability Committee (M)
Rachel Eng Yaag Independent Audit Committee (M) 25 April 2016
Ngee Non-Executive Governance and Nomination Committee (M)
Human Resource and Compensation Committee (M)
Mitsumasa Icho Non-Executive Capital and Investment Committee (M) 1 May 2017
Board Risk Committee (M)
Human Resource and Compensation Committee (M)
Shekhar Executive Board Risk Committee (M) 1 April 1998
Anantharaman Capital and Investment Committee (M)
olamgroup.com 33
Corporate information
Registered office
7 Straits View
Governance
Leadership
Principal bankers
Executive Committee Australia and New Zealand
Banking Group Limited
Sunny George Verghese Gerard Anthony Manley Ashok Hegde Greg Estep
Shekhar Anantharaman Vivek Verma Srivathsan Venkataramani KC Suresh Banco Bilbao Vizcaya
Jagdish Parihar Ashok Krishen Ranveer Chauhan Joe Kenny
Argentaria S.A
Substantial Shareholders
(As recorded in the Register of Substantial Shareholders as at 16 March 2018)
Direct Deemed
Name of Shareholder Number of Shares1 Number of Shares1
Notes:
(1) Percentages of shareholdings are calculated based on the total 1. Orbis Emerging Markets Equity Fund (Australia Registered)
number of issued ordinary shares (excluding treasury shares) being 2. Orbis Institutional Emerging Markets Equity LP
3,172,225,057 as at 16 March 2018.
3. Orbis Global Equity LE Fund (Australia Registered)
(2) Temasek Holdings (Private) Limited’s (“Temasek”) interest arises
from the direct interest held by Breedens Investments Pte. Ltd. 4. Orbis Global Equity Fund (Australia Registered)
(“Breedens”) and Aranda Investments Pte. Ltd. (“Aranda”). 5. Orbis Global Balanced Fund Wholesale Class (Australia
(A) Temasek’s deemed interest through Breedens 43.95% Registered)
(i) Breedens has a direct interest in 43.95% of voting shares of 6. Orbis SIVAC – Orbis Global Balanced Fund
the Company. 7. Orbis Institutional Equity LP
(ii) Breedens is a wholly-owned subsidiary of Seletar Investments 8. Orbis Institutional Global Equity Fund
Pte Ltd (“Seletar”). 9. Orbis Global Equity Fund
(iii) Seletar is a wholly-owned subsidiary of Temasek Capital 10. Orbis Institutional Global Equity (OFO) Fund
(Private) Limited (“Temasek Capital”).
11. Orbis Institutional Global Equity LP
(iv) Temasek Capital is a wholly-owned subsidiary of Temasek.
12. Orbis Institutional International Equity LP
(B) Temasek’s deemed interest through Aranda 9.86%
13. Orbis Optimal LP
(i) Aranda has a direct interest in 9.86% of voting shares of the
Company. 14. Orbis Optimal SA
(ii) Aranda is a wholly-owned subsidiary of Seletar. 15. Orbis SICAV – Orbis Global Equity
(iii) Seletar is a wholly-owned subsidiary of Temasek Capital. 16. Allan Gray Australia Balanced Fund
(iv) Temasek Capital is a wholly owned subsidiary of Temasek. 17. Orbis SICAV – Orbis Institutional Equity
Total deemed interest of Temasek 53.81% 18. Orbis OEIC Global Balanced Fund
(3) Total interest of Mitsubishi Corporation 17.49% 19. Orbis OEIC Global Equity Fund
(4) As a result of a restructuring exercise of the Orbis Group 20. Orbis SICAV - Orbis Emerging Markets Fund
(“Restructuring Exercise”), Orbis Allan Gray Limited and Allan & Gill by virtue of OIML’s ability to make or execute investment decisions on
Gray Foundation (Guernsey) have on completion of the Restructuring behalf of these entities.
Exercise, become substantial shareholders of the Company by virtue
None of the above Orbis funds individually holds 5% or more of the
of their deemed interest in the shares managed by their indirect
Company’s shares.
subsidiary, Orbis Investment Management Limited (“OIML”), which is
a fund manager of the Orbis funds. The fund manager has the ability Total deemed interest of Orbis Group 6.98%
to vote and acquire/dispose of the Company’s shares for and on (5) Kewalram Singapore Limited (“KSL”) is a wholly-owned subsidiary
behalf of the Orbis funds. of Chanrai Investment Corporation Limited (“CICL”), which in turn is
Orbis Holdings Limited is the holding company for OIML and Orbis a wholly-owned subsidiary of Kewalram Chanrai Holdings Limited
Investment Management (Hong Kong) Limited (“OIMHK”). Orbis (“KCHL”). By virtue of section 4(7)(d) of the Securities and Futures
Allan Gray Limited and Allan & Gill Gray Foundation (Guernsey) are Act (Chapter 289), each of CICL and KCHL are deemed to be
the parent entities for Orbis Holdings Limited. interested in the voting shares of the Listed Issuer (“Shares”).
On 1 January 2017, OIML sub-delegated some of its portfolio GKC Trustees Limited (as trustees of Girdhar Kewalram Chanrai
management duties, including the authority to dispose of securities, settlement) (“GKC Settlement”), MKC Trustees Limited (as trustees of
to OIMHK. By virtue of the sub-delegation, OIAHK and OIMHK have Hariom Trust)(“Hariom Trust”) and DKC Trustees Limited (as trustees
deemed interest in the voting shares of the Company. OIML still of Dayal Damodar Chanrai Settlement)(“DDC Settlement”) are
retains overall investment management oversight, including voting shareholders of KCHL. By virtue of section 4(5) of the Securities and
shares in the Company, held by the portfolios. Futures Act (Chapter 289), each of the GKC Settlement, Hariom Trust
and DDC Settlement are deemed to be interested in the voting shares
OIML is part of the Orbis Group. OIML is a substantial shareholder
of the Listed Issuer (“Shares”).
of the Company as it has deemed interests in the shares of the
Company held by the following Orbis funds: CICL, KCHL, GKC Settlement, Hariom Trust and DDC Settlement are
deemed interested in the 223,769,921 Shares held by KSL.
olamgroup.com 35
Shareholding information continued
Statistics of Shareholdings
As at 16 March 2018
Distribution of Shareholdings
Size of Shareholdings No. of Shareholders % No. of Shares %
1 – 99 106 1.73 3,230 0.00
100 – 1,000 793 12.92 652,959 0.02
1,001 – 10,000 4,058 66.12 19,177,275 0.61
10,001 – 1,000,000 1,158 18.87 50,572,747 1.59
1,000,001 and above 22 0.36 3,101,818,846 97.78
Total 6,137 100.00 3,172,225,057 100.00
Public Float
Approximately 9.98% of the Company’s Shares are held in the hands of the public. The Company announced on
27 February 2018 that it has asked SGX-ST for an extension of time to restore the public float to cross 10% following
the vesting of shares in April 2018 under the Company’s Restricted Share Awards (assuming there is no increase in
the shareholding of substantial shareholders and Directors prior to April 2018).
NOTICE IS HEREBY GIVEN that the Twenty-Third Annual General Meeting of Olam International
Limited (the “Company”) will be held at Ballroom 1, The Westin Singapore, 12 Marina View, Asia
Square Tower 2, Singapore 018961, on Wednesday, 25 April 2018 at 10.00 a.m. for the following purposes:
Ordinary
ORDINARY BUSINESS Resolutions
1. receive and adopt the Directors’ Statement and the Audited Consolidated
To Resolution 1
Financial Statements of the Company for the financial year ended 31 December
2017 together with the Auditors’ Report thereon.
Please refer to the explanatory note (i) provided.
2. o declare a second and final dividend of 4 cents per share, tax exempt
T Resolution 2
(one-tier), for the financial year ended 31 December 2017.
Please refer to the explanatory note (ii) provided.
3. To re-elect the following Directors retiring pursuant to Article 103 of the Articles
of Association of the Company comprising part of the constitution of the
Company (the “Constitution”), and who, being eligible, offer themselves for
re-election:
(a) Mr. Nihal Vijaya Devadas Kaviratne CBE Resolution 3
(b) Mr. Yutaka Kyoya Resolution 4
(c) Mr. Yap Chee Keong Resolution 5
(d) Ms. Marie Elaine Teo Resolution 6
Please refer to the explanatory note (iii) provided.
4. To re-elect Mr. Mitsumasa Icho who will cease to hold office in accordance with Resolution 7
Article 109 of the Constitution, and who, being eligible, offers himself for re-
election.
Please refer to the explanatory note (iv) provided.
5. To approve the payment of Directors’ fees of up to S$2,000,000 for the financial Resolution 8
year ending 31 December 2018 (“FY 2018”) (2017: S$1,697,600).
Please refer to the explanatory note (v) provided.
6. To re-appoint Messrs Ernst & Young LLP as the auditors of the Company and to Resolution 9
authorise the Directors to fix their remuneration.
Please refer to the explanatory note (vi) provided.
olamgroup.com 37
Shareholding information continued
Notice of Annual General Meeting continued
Ordinary
SPECIAL BUSINESS Resolutions
(3) in exercising the authority conferred by this Resolution, the Company shall
comply with the provisions of the Listing Manual for the time being in force
(unless such compliance has been waived by the SGX-ST) and the
Constitution; and
(4) unless revoked or varied by the Company in a general meeting, such
authority shall continue in force until the conclusion of the next annual
general meeting of the Company (“AGM”) or the date by which the next
AGM is required by law to be held, whichever is the earlier.
Please refer to the explanatory note (vii) provided below.
olamgroup.com 39
Shareholding information continued
Notice of Annual General Meeting continued
Ordinary
SPECIAL BUSINESS Resolutions
“Relevant Period” means the period commencing from the date of passing
of this Resolution and expiring on the date the next AGM is held or is
required by law to be held, whichever is the earlier; and
“Maximum Price” in relation to a Share to be purchased or acquired, means
the purchase price (excluding brokerage, stamp duties, commission,
applicable goods and services tax and other related expenses) which shall
not exceed:
(i) in the case of a Market Purchase, 105% of the Average Closing Price; and
(ii) in the case of an Off-Market Purchase pursuant to an equal access
scheme, 120% of the Average Closing Price,
where:
“Average Closing Price” means the average of the closing market prices of
the Shares over the last five (5) Market Days (a “Market Day” being a day on
which the SGX-ST is open for trading in securities), on which transactions in
the Shares were recorded, before the day on which the purchase or
acquisition of Shares was made, or as the case may be, the day of the
making of the offer pursuant to the Off-Market Purchase, and deemed to be
adjusted for any corporate action that occurs after the relevant five (5)
Market Days; and
“day of the making of the offer” means the day on which the Company
announces its intention to make an offer for an Off-Market Purchase, stating
therein the purchase price (which shall not be more than the Maximum Price
for an Off-Market Purchase calculated on the foregoing basis) for each
Share and the relevant terms of the equal access scheme for effecting the
Off-Market Purchase; and
(d) the Directors and/or any of them be and are hereby authorised to complete
and do all such acts and things (including executing such documents as
may be required) as they and/or he may consider necessary, expedient,
incidental or in the interests of the Company to give effect to the transactions
contemplated and/or authorised by this Resolution.
Please refer to the explanatory note (viii) provided.
9. Authority to issue Shares under the Olam Scrip Dividend Scheme Resolution 12
That pursuant to Section 161 of the Companies Act, the Directors be and are
hereby authorised to allot and issue such number of Shares as may be required
to be allotted and issued from time to time pursuant to the Olam Scrip Dividend
Scheme.
Please refer to the explanatory note (ix) provided.
10. Authority to issue Shares under the Olam Share Grant Plan Resolution 13
That the Directors be and are hereby authorised to:
(a) grant awards in accordance with the provisions of the Olam Share Grant
Plan; and
(b) allot and issue from time to time such number of fully paid-up Shares as may
be required to be delivered pursuant to the vesting of awards under the
Olam Share Grant Plan,
provided that the total number of Shares which may be allotted and issued and/
or Shares which may be delivered pursuant to awards granted under the Olam
Share Grant Plan on any date, when added to:
(i) the total number of new Shares allotted and issued and/or to be allotted and
issued, and issued Shares delivered and/or to be delivered in respect of all
awards granted under the Olam Share Grant Plan; and
(ii) all Shares, options or awards granted under any other share schemes of the
Company then in force,
shall not exceed ten per cent. (10%) of the total number of issued Shares
(excluding treasury shares and subsidiary holdings) from time to time, and that
such authority shall, unless revoked or varied by the Company in a general
meeting, continue in force until the conclusion of the next AGM or the date by
which the next AGM is required by law to be held, whichever is the earlier.
Please refer to the explanatory note (x) provided.
olamgroup.com 41
Shareholding information continued
Notice of Annual General Meeting continued
Please read the following notes and the explanations of for the collection, use and disclosure by the
the resolutions before deciding how to vote. Company (or its agents) of the personal data of such
proxy(ies) and/or representative(s) for the Purposes;
Appointment of Proxy and (iii) agrees that the member will indemnify the
a. A member entitled to attend and vote at the AGM, Company in respect of any penalties, liabilities,
and who is not a Relevant Intermediary (as hereinafter claims, demands, losses and damages as a result
defined) is entitled to appoint one (1) or two (2) of the member’s breach of warranty.
proxies to attend and vote in his stead. A member
of the Company who is a Relevant Intermediary Voting
is entitled to appoint more than two (2) proxies to a. In compliance with Rule 730A(2) of the Listing
attend and vote in his place, but each proxy must Manual, the Company intends to call a poll on all
be appointed to exercise the rights attached to a resolutions to be passed at the AGM. The Company
different Share or Shares held by such member. intends to conduct the poll electronically. Voting
A proxy need not be a member of the Company. and vote tabulation procedures will be read and
“Relevant Intermediary” has the meaning ascribed explained at the start of the AGM before voting
to it in Section 181 of the Companies Act. begins. An independent scrutineer will be appointed
to count and validate the votes at the AGM. If an
b. The instrument appointing a proxy must be electronic poll is conducted, the results of each
deposited at the registered office of the Company at resolution will be instantaneously displayed at
7 Straits View, #20-01 Marina One East Tower, the AGM, showing the total number of Shares
Singapore 018936, or at the office of the Share represented by votes cast for and against each
Registrar of the Company at 50 Raffles Place, resolution as well as abstentions. Shareholders
#32-01 Singapore Land Tower, Singapore 048623, who are unable to attend the AGM may refer to
not less than 48 hours before the time appointed for the Company’s announcement on SGXNet after
holding the AGM. In the case of members of the the AGM.
Company whose Shares are entered against their
names in the Depository Register, the Company b. Shareholders who are unable to attend the AGM are
may reject any instrument appointing a proxy entitled to appoint proxies to attend and vote at the
lodged if such members are not shown to have AGM on their behalf by duly completing the Proxy
Shares entered against their names in the Form. All valid votes cast by proxies on each
Depository Register as at 72 hours before the time resolution will be counted. Accordingly,
appointed for holding the AGM as certified by The shareholders may ensure that their views are
Central Depository (Pte) Limited to the Company. counted by appointing a proxy to cast the votes on
their behalf. The duly completed Proxy Form must
c. Personal data privacy: be deposited at the Company’s registered office at
By submitting an instrument appointing a proxy(ies) 7 Straits View, #20-01 Marina One East Tower,
and/or representative(s) to attend, speak and vote at Singapore 018936, or at the office of the Company’s
the AGM and/or any adjournment thereof, a member Share Registrar at 50 Raffles Place, #32-01
of the Company (i) consents to the collection, use Singapore Land Tower, Singapore 048623. Please
and disclosure of the member’s personal data by complete and return your Proxy Form as soon as
the Company (or its agents) for the purpose of the possible and in any event not less than 48 hours
processing and administration by the Company (or before the time appointed for the AGM. Please refer
its agents) of proxies and representatives appointed to the Proxy Form for further information.
for the AGM (including any adjournment thereof)
and the preparation and compilation of the Website
attendance lists, minutes and other documents The Company’s website, www.olamgroup.com, provides
relating to the AGM (including any adjournment more information about the Company, including the latest
thereof), and in order for the Company (or its Annual Report, the Notice of AGM and the Proxy Form.
agents) to comply with any applicable laws, listing
rules, regulations and/or guidelines (collectively, the Admission to the AGM
“Purposes”); (ii) warrants that where the member Please arrive with sufficient time to allow registration.
discloses the personal data of the member’s Please bring your attendance and identification
proxy(ies) and/or representative(s) to the Company documentation with you.
(or its agents), the member has obtained the prior
consent of such proxy(ies) and/or representative(s)
olamgroup.com 43
Shareholding information continued
Notice of Annual General Meeting continued
structure as reported on page 21 of the Governance (50%) limit if made on a pro rata basis to
Report of the 2017 Annual Report. The Directors’ shareholders, and up to a sub-limit of twenty per
fees proposed for payment also include the proposed cent. (20%) if made other than on a pro rata basis to
increase in the fees payable to the BRC Chair and shareholders, the Company is nonetheless only
members from FY 2018, details of which are seeking a sub-limit of ten per cent. (10%).
provided on page 21 of the Governance Report of For determining the aggregate number of Shares
the 2017 Annual Report as well as an additional that may be issued, the total number of issued
provision of approximately fifteen per cent. (15%) Shares will be calculated based on the total number
for developments in the year (such as additional of issued Shares (excluding treasury shares and
meetings of the Board and Board Committees subsidiary holdings) at the time this Ordinary
and Board offsites, the appointment of additional Resolution 10 is passed after adjusting for new
Directors and/or the formation of ad-hoc and Shares arising from the conversion or exercise of any
additional Board Committees) during FY 2018. convertible securities or share options or vesting of
Notwithstanding the proposed increase in fees share awards which are outstanding or subsisting at
payable to the BRC Chair and members from the time when this Ordinary Resolution 10 is passed
FY 2018, the overall Directors’ fees proposed to and any subsequent bonus issue, consolidation or
be approved remained unchanged from FY 2017. subdivision of Shares.
The fees of the Directors shall not be increased
except pursuant to an ordinary resolution passed (viii) Ordinary Resolution 11
at a General Meeting. Ordinary Resolution 11, if passed, will empower the
(vi) Ordinary Resolution 9 Directors from the date of the passing of this
Ordinary Resolution 11 until the earlier of the date of
Ordinary Resolution 9 seeks the re-appointment of the next AGM, or the date by which the next AGM is
Ernst & Young LLP as independent auditors to the required by law to be held, to purchase or otherwise
Company (the “Auditors”) and requests authority for acquire, by way of Market Purchases or Off-Market
the Directors to set the remuneration of the Auditors. Purchases, up to five per cent. (5%) of the total
The Board is careful that the Auditors’ independence number of issued Shares (excluding treasury shares
should not be compromised and the AC takes and subsidiary holdings) as at the date of the passing
responsibility for reviewing the performance of the of this Ordinary Resolution 11 on the terms of the
Auditors and making recommendations about the Share Buyback Mandate as set out in the Letter to
scope of their work and fees. The Audit Committee Shareholders dated 10 April 2018 accompanying
has recommended to the Board that the appointment this Notice of AGM (the “Letter”), unless such
of Ernst & Young LLP should be renewed until the authority is earlier revoked or varied by the
conclusion of the next AGM. shareholders of the Company in a general meeting.
(vii) Ordinary Resolution 10 The Company may use internal sources of funds or
Ordinary Resolution 10, if passed, will empower borrowings or a combination of both to finance the
the Directors, effective until the earlier of (1) the Company’s purchase or acquisition of Shares
conclusion of the next AGM, or (2) the date by which pursuant to the Share Buyback Mandate. The
the next AGM is required by law to be held (unless amount of financing required for the Company to
such authority is varied or revoked by the Company purchase or acquire its Shares, and the impact on
in a general meeting), to issue Shares, make or grant the Company’s financial position, cannot be
Instruments convertible into Shares and to issue ascertained as at the date of this Notice of AGM as
Shares pursuant to such Instruments, up to a number these will depend on, inter alia, the aggregate number
not exceeding, in total, fifty per cent. (50%) of the of Shares purchased, whether the purchase is made
total number of issued Shares, of which up to ten per out of capital or profits, the purchase prices paid for
cent. (10%) may be issued other than on a pro rata such Shares, the amount (if any) borrowed by the
basis to shareholders. Although the Listing Manual Company to fund the purchases or acquisitions and
enables the Company to seek a mandate to permit whether the Shares purchased or acquired are
its Directors to issue shares up to the fifty per cent. cancelled or held as treasury shares. For illustrative
olamgroup.com 45
This page is intentionally left blank.
Proxy Form IMPORTANT:
For Central Provident Fund (“CPF”) and/or Supplementary Retirement
Scheme (“SRS”) investors who have used their CPF/SRS monies to buy
Olam International Limited ordinary shares in the capital of Olam International Limited (“Shares”),
(Company Registration No. 199504676H) this Proxy Form is not valid for use and shall be ineffective for all intents
and purposes if used or purported to be used by them. CPF/SRS
(Incorporated in The Republic of Singapore with limited liability) investors should contact their respective Agent Banks/SRS Operators
if they have any queries as to how they may be appointed as proxies.
*I/We,
Of
or failing *him/her, the Chairman of the Twenty-Third Annual General Meeting of the Company (the “Meeting”) as *my/our
*proxy/proxies to vote for *me/us on *my/our behalf at the Meeting to be held on Wednesday, 25 April 2018 at 10.00 a.m. at
Ballroom 1, The Westin Singapore, 12 Marina View, Asia Square Tower 2, Singapore 018961, and at any adjournment thereof.
*I/We direct *my/our *proxy/proxies to vote for or against the Resolutions proposed at the Meeting as indicated hereunder.
If no specific direction as to voting is given or in the event of any other matter arising at the Meeting and at any
adjournment thereof, the *proxy/proxies will vote or abstain from voting at *his/her discretion.
(If you wish to exercise all your votes “For” or “Against” the relevant Resolution, please tick [✓] within the box provided.
Alternatively, if you wish to exercise your votes both “For” and “Against” the relevant Resolution, please indicate the
number of Shares in the boxes provided.)
No. Resolutions relating to: For Against
Ordinary Business
1. Directors’ Statement and the Audited Consolidated Financial Statements of the Company for the financial
year ended 31 December 2017 ("FY 2017") together with the Auditors’ Report thereon
2. Payment of a second and final dividend of 4 cents per share for FY 2017
3. Re-election of Mr. Nihal Vijaya Devadas Kaviratne CBE as a Director retiring under Article 103
4. Re-election of Mr. Yutaka Kyoya as a Director retiring under Article 103
5. Re-election of Mr. Yap Chee Keong as a Director retiring under Article 103
6. Re-election of Ms. Marie Elaine Teo as a Director retiring under Article103
7. Re-election of Mr. Mitsumasa Icho as a Director retiring under Article 109
8. Approval of payment of Directors’ fees of up to S$2,000,000 for the financial year ending 31 December 2018
9. To re-appoint Messrs Ernst & Young LLP as the auditors of the Company
Special Business
10. General authority to issue Shares
11. Renewal of the Share Buyback Mandate
12. Authority to issue Shares under the Olam Scrip Dividend Scheme
13. Authority to issue Shares under the Olam Share Grant Plan
Signature of Shareholder(s) or
Common Seal of Corporate Shareholder
* Delete where inapplicable
IMPORTANT: Please read the notes overleaf before completing this Proxy Form.
PERSONAL DATA PRIVACY:
By submitting an instrument appointing a proxy(ies) and/or representative(s), the member accepts and agrees to the
personal data privacy terms set out in the Notice of Annual General Meeting dated 10 April 2018.
Notes:
1. Please insert the total number of Shares held by you. If you only have Shares entered against your name in the
Depository Register (as defined in Section 81SF of the Securities and Futures Act, Chapter 289 of Singapore), you
should insert that number of Shares. If you only have Shares registered in your name in the Register of Members,
you should insert that number of Shares. If you have Shares entered against your name in the Depository Register
and Shares registered in your name in the Register of Members, you should insert the aggregate number of
Shares entered against your name in the Depository Register and registered in your name in the Register of
Members. If no number is inserted, the instrument appointing a proxy or proxies shall be deemed to relate to all
the Shares held by you (in both the Register of Members and the Depository Register).
2. A member of the Company (other than a relevant intermediary*) entitled to attend and vote at a meeting of the
Company is entitled to appoint one (1) or two (2) proxies to attend and vote instead of him/her. A proxy need not
be a member of the Company. Any appointment of a proxy by an individual member attending in person shall be
null and void and such proxy shall not be entitled to vote at the meeting.
3. Where a member (other than a relevant intermediary*) appoints two (2) proxies, the appointment shall be invalid
unless he/she specifies the proportion of his/her shareholding (expressed as a percentage of the whole) to be
represented by each proxy. A relevant intermediary may appoint more than two (2) proxies to attend and vote at a
meeting of the Company, but each proxy must be appointed to exercise the rights attached to a different share or
shares held by him (which number or class of shares shall be specified).
4. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at 7
Straits View, #20-01 Marina One East Tower, Singapore 018936, or at the office of the Share Registrar of the
Company at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623, not less than 48 hours before
the time appointed for the Meeting.
5. (i) The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly
authorised in writing.
(ii) Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either
under its seal or under the hand of an officer or attorney duly authorised.
(iii) Where the instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney,
the letter or the power of attorney or other authority, if any, or a duly certified true copy thereof shall (failing
previous registration with the Company) be duly stamped (if required by law) and be deposited at the
registered office of the Company or at the office of the share registrar, not less than 48 hours before the time
for holding the Meeting or adjourned meeting at which the person named in the instrument proposes to vote
and in default the instrument of proxy shall not be treated as valid.
6. A corporation which is a member may authorise by resolution of its directors or other governing body such person
as it thinks fit to act as its representative at the Meeting, in accordance with Section 179 of the Companies Act,
Chapter 50 of Singapore.
7. Subject to note 2, completion and return of this instrument appointing a proxy shall not preclude a member from
attending and voting at the Meeting. Any appointment of a proxy or proxies shall be deemed to be revoked if a
member attends the Meeting in person, and in such event, the Company reserves the right to refuse to admit any
person or persons appointed under the instrument of proxy to the Meeting.
* The term “relevant intermediary” has the meaning ascribed to it in Section 181 of the Companies Act, Chapter 50 of Singapore.
General:
The Company shall be entitled to reject the instrument appointing a proxy or proxies if it is incomplete, improperly
completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the
appointor specified in the instrument appointing a proxy or proxies. The Company shall not be responsible to confirm
nor be liable for the rejection of any incomplete or invalid proxy instrument. In addition, in the case of Shares entered
in the Depository Register, the Company shall reject any instrument appointing a proxy or proxies lodged if the
member, being the appointor, is not shown to have Shares entered against his name in the Depository Register as
at 72 hours before the time appointed for holding the Meeting, as certified by The Central Depository (Pte) Limited to
the Company.
Stay up to date
olamgroup.com
@olam
Olam International Limited
7 Straits View
Marina One East Tower
#20-01
Singapore 018936
Telephone (65) 6339 4100
Facsimile (65) 6339 9755
olamgroup.com
Financial Report
Olam International Limited Annual Report 2017
Re-imagining
Global Agriculture
Financial Report Olam International Annual Report 2017 olamgroup.com
Our vision
To be the most differentiated and valuable global agri-business by 2040.
This report is the first on our journey to develop a new model of reporting that provides
insight into how we create value over the long-term. We aim to communicate how
we identify, develop, preserve and deploy strategic assets in line with our company’s
purpose. A separate Global Reporting Initiative (GRI) report is available on our website
at olamgroup.com.
Strategy Report
This chapter offers narrative about our
performance, strategy and market factors.
It can be read independently as an Executive
Summary or as part of the full report.
The directors are pleased to present their statement to the members together with the audited consolidated financial statements
of Olam International Limited (the ‘Company’) and its subsidiary companies (the ‘Group’) and the balance sheet and statement of
changes in equity of the Company for the financial year ended 31 December 2017.
2. Directors
The directors of the Company in office at the date of this statement are:-
Lim Ah Doo
Sunny George Verghese
Jean-Paul Pinard
Sanjiv Misra
Nihal Vijaya Devadas Kaviratne CBE
Yap Chee Keong
Marie Elaine Teo
Rachel Eng Yaag Ngee
Yutaka Kyoya
Mitsumasa Icho (Appointed on 1 May 2017)
Shekhar Anantharaman
olamgroup.com olamgroup.com 11
Directors’ Statement continued
(b) $275,000,000 7.0% Perpetual Capital Securities (‘Capital Securities’) issued in denominations of $250,000
and in higher integral multiples of $1,000 in excess thereof
Jean-Paul Pinard $250,000 – – – – –
(c) 51,077,331 Warrants issued at an exercise price of US$1.09 for each new share 1
Sunny George Verghese 20,178,230 20,845,119 – – – –
Shekhar Anantharaman 2,789,093 2,881,275 – – – –
Jean-Paul Pinard 780,949 – – – – –
1. On 29 January 2013, the Company undertook a renounceable underwritten rights issue (the ‘Rights Issue’) of US$750,000,000 6.75 per cent. Bonds due 2018 (the ‘Bonds’), with 387,365,079 free
detachable warrants (the ‘Warrants’). The Warrants were listed and quoted on the Official List of the Singapore Exchange Securities Trading Limited (‘SGX-ST’). Each Warrant carries the right to
subscribe for 1 new ordinary share in the capital of the Company (the ‘New Share’) at an original exercise price of US$1.291 for each New Share. The Company has fully redeemed the Bonds.
These Warrants are exercisable from 29 January 2016 to 29 January 2018. Under the terms and conditions of the Warrants, the exercise price of the Warrants and the number of Warrants may be
adjusted as a result of certain events. At the end of the financial year, the exercise price of the Warrants was adjusted to US$1.09 and a total of 51,077,331 Warrants were outstanding.
2. This refers to the Notes issued under Series 006 of the US$5,000,000,000 Euro Medium Term Note Programme (‘EMTN’) established by the Company on 6 July 2012 and subsequently updated on
14 July 2014, 21 August 2015 and 23 November 2016, comprising US$300,000,000 in principal amount of 4.50 per cent fixed rate notes due 2020.
3. Held in trust by Windsor Castle Holding Ltd for Sanjiv Misra and spouse.
olamgroup.com olamgroup.com 33
Directors’ Statement continued
5. Olam employee share option scheme and Olam share grant plan
The Company offers the following share plans to its employees:
(a) Olam Employee Share Option Scheme, and
(b) Olam Share Grant Plan.
These share plans are administered by the Human Resource & Compensation Committee (‘HRCC’), which comprises the following
directors:-
Lim Ah Doo
Jean-Paul Pinard
Sanjiv Misra
Mitsumasa Icho (Appointed 1 May 2017)
Rachel Eng Yaag Ngee
Olam Employee Share Option Scheme
The Olam Employee Share Option Scheme (‘the ESOS’) was approved by the shareholders on 4 January 2005 at the Extraordinary
General Meeting of the Company. The ESOS Rules were amended on 29 October 2008 at the Extraordinary General Meeting of the
Company. Under the amended rules, the directors (including Non-Executive directors and Independent directors) and employees
of the Group are eligible to participate in the ESOS, and all subsequent options issued to the Group’s employees and Executive
directors shall have a life of ten years instead of five. For options granted to the Company’s Non-Executive directors and
Independent directors, the option period shall be no longer than five years. Controlling Shareholders and associates of
Controlling Shareholders are not eligible to participate in the ESOS.
Pursuant to the voluntary conditional cash offer by Breedens International Pte Ltd approval was sought and granted on 8 April 2014
such that all outstanding options which have not been exercised at the expiry of the accelerated exercise period shall not
automatically lapse and become null and void but will expire in accordance with their original terms. The ESOS has expired on
3 January 2015. The terms of the ESOS continue to apply to outstanding options granted under the ESOS. The ESOS rules amended
on 29 October 2008 may be read in the Appendix 1 of the Company’s circular dated 13 October 2008.
Details of all the options to subscribe for ordinary shares of the Company pursuant to the ESOS outstanding as at 31 December
2017 are as follows:-
Exercise price Number of
Expiry date ($) options
21 July 2019 2.28 32,175,000
17 February 2020 2.35 15,000,000
23 July 2020 2.64 3,185,000
17 December 2020 3.10 650,000
14 March 2021 2.70 1,195,000
30 December 2021 2.16 2,620,000
15 June 2022 1.76 16,442,000
Total 71,267,000
The 15,000,000 options granted to Sunny George Verghese in financial year 2010 were exercisable in three equal tranches of
5,000,000 each on or after the first, second and third anniversaries of the grant date (17 February 2010) at the exercise price of
$2.35 where the vesting conditions were met. The options will expire ten years after the date of grant.
The 1,750,000 options granted to Shekhar Anantharaman in financial year 2010 were exercisable in tranches of 25% and 75% at
the end of the third and fourth anniversary from the date of grant (21 July 2009) at the exercise price of $2.28 where the vesting
conditions were met. The 3,250,000 options granted to Shekhar Anantharaman in financial year 2012 are exercisable in tranches of
25% and 75% at the end of the third and fourth anniversary respectively from the date of grant (15 June 2012) at the exercise price
of $1.76 if the vesting conditions are met. The options will expire ten years after the date of grant.
Date of Grant 24 April 2017 5 May 2017 24 April 2017 5 May 2017
Number of Shares which are subject of the Awards
granted 9,711,173 40,000 4,456,173 20,000
Number of employees receiving Shares Awards 320 1 319 1
Market Value of Olam Shares on the Date of Grant $1.91 $1.90 $1.91 $1.90
Number of Shares awarded granted to directors
Sunny George Verghese Sunny George Verghese
of the Company
392,147 − 392,147 −
Shekhar Anantharaman Shekhar Anantharaman
323,026 − 323,026 −
Tranche 1 – 25%: 1 April 2018 Tranche 1 – 25%: 1 April 2018
Tranche 2 – 25%: 1 April 2019 Tranche 2 – 25%: 1 April 2019
Tranche 3 – 25%: 1 April 2020 Tranche 3 – 25%: 1 April 2020
Vesting Date of Shares awarded April 2020 April 2020 Tranche 4 – 25%: 1 April 2021 Tranche 4 – 25%: 1 April 2021
The actual number of shares to be delivered pursuant to the PSA granted in the table above will range from 0% to 200.0% of the
base award and is contingent on the achievement of pre-determined targets set out in the three year performance period and other
terms and conditions being met.
olamgroup.com olamgroup.com 55
Directors’ Statement continued
5. Olam employee share option scheme and Olam share grant plan continued
Olam Share Grant Plan continued
Type of Grant Performance share awards (‘PSA’) Restricted share awards (‘RSA’)
The actual number of shares to be delivered pursuant to the PSA granted in the table above will range from 0% to 192.5% of the
base award and is contingent on the achievement of pre-determined targets set out in the three year performance period and other
terms and conditions being met.
Apart from that which is disclosed above, no directors or employees of the Group received 5% or more of the total number of
options/shares available under the ESOS/OSGP.
The options/shares granted by the Company do not entitle the holder of the options, by virtue of such holding, to any right to
participate in any share issue of any other company.
There were no incentive options/shares granted from commencement of ESOS/OSGP to the financial year end under review.
There were no options/shares granted at a discount.
There were no options/shares granted to controlling shareholders of the Company and their associates.
7. Auditor
Ernst & Young LLP have expressed their willingness to accept re-appointment as independent auditor.
Lim Ah Doo
Director
olamgroup.com olamgroup.com 77
Independent Auditor’s Report
For the financial year ended 31 December 2017
To the Members of Olam International Limited
olamgroup.com olamgroup.com 99
Independent Auditor’s Report continued
For the financial year ended 31 December 2017
To the Members of Olam International Limited
Information other than the Financial Statements and Auditor’s Report Thereon
Management is responsible for the other information. The other information in the Annual Report 2017 comprises the information included
in (i) Strategy Report, (ii) Governance Report and (iii) Director’ Statement (within the Financial Report) sections, but does not include the
financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and we
do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated. We have nothing to report in this regard.
olamgroup.com olamgroup.com 11
11
Consolidated Profit and Loss Account
For the financial year ended 31 December 2017
Group
2017 2016
Note $’000 $’000
Sale of goods and services 4 26,272,529 20,587,032
Other income 5 207,531 47,265
Cost of goods sold 6 (23,757,685) (18,363,777)
Net (loss)/gain from changes in fair value of biological assets 12 (15,250) 14,141
Depreciation and amortisation 10, 11 (380,680) (353,481)
Other expenses 7 (1,297,602) (1,103,939)
Finance income 65,597 30,248
Finance costs 8 (531,178) (446,248)
Share of results from jointly controlled entities and associates 14 67,631 22,160
Profit before taxation 630,893 433,401
Income tax expense 9 (79,248) (94,314)
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
Group
2017 2016
$’000 $’000
Profit for the financial year 551,645 339,087
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Net gain/(loss) on fair value changes during the financial year 336,076 (44,170)
Recognised in the profit and loss account on occurrence of hedged transactions (68,037) (54,111)
Foreign currency translation adjustments (357,694) (306,122)
Share of other comprehensive income of jointly controlled entities and associates 65,520 (19,616)
Other comprehensive income for the year, net of tax (24,135) (424,019)
Total comprehensive income for the year 527,510 (84,932)
Attributable to:
Owners of the Company 560,419 (80,320)
Non-controlling interests (32,909) (4,612)
527,510 (84,932)
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
olamgroup.com olamgroup.com 13
13
Balance Sheets
As at 31 December 2017
Group Company
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
olamgroup.com olamgroup.com 15
15
Statements of Changes in Equity continued
For the financial year ended 31 December 2017
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
olamgroup.com olamgroup.com 17
17
Statements of Changes in Equity continued
For the financial year ended 31 December 2017
1 Capital reserves
Capital reserves represent the premium paid and discounts on acquisition of non-controlling interests, gain on partial disposal
of subsidiary which did not result in loss of control, residual amount of convertible bonds net of proportionate share of transaction
costs, after deducting the fair value of the debt and derivative component on the date of issuance, the share of capital reserves of
a jointly controlled entity and warrants arising from the Rights Issue (Note 26).
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
2017 2016
$’000 $’000
Cash flows from operating activities
Profit before taxation 630,893 433,401
Adjustments for:-
Allowance for doubtful debts 43,911 39,403
Amortisation of intangible assets and depreciation of property, plant and equipment 380,680 353,481
Share-based expense 20,184 13,282
Fair value of biological assets (Note 12) 15,250 (14,141)
Gain on disposal of subsidiary (121,188) –
(Gain)/loss on disposal of property, plant and equipment and intangible assets (29,205) 5,405
Interest income (65,597) (30,248)
Interest expense 531,178 446,248
Inventories written down, net 30,718 18,910
Share of results from jointly controlled entities and associates (67,631) (22,160)
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
olamgroup.com olamgroup.com 19
19
Consolidated Cash Flow Statement continued
For the financial year ended 31 December 2017
2017 2016
$’000 $’000
Cash flows from financing activities
Dividends paid on ordinary shares by the Company (180,399) (184,036)
(Repayment)/proceeds from borrowings, net (1,385,209) 831,556
Proceeds from issuance of shares on exercise of share options 770 299
Proceeds from conversion of warrants 585,542 5,096
Proceeds from of capital securities, net of distribution 58,722 659,323
Payment for bond buy-back – (318,401)
Purchase of treasury shares – (94,384)
Net cash flows (used in)/generated from financing activities (920,574) 899,453
Net effect of exchange rate changes on cash and cash equivalents (157,423) (112,924)
Net (decrease)/increase in cash and cash equivalents (57,611) 20,657
Cash and cash equivalents at beginning of period 1,939,418 1,918,761
Cash and cash equivalents at end of period (Note 33) 1,881,807 1,939,418
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
1. Corporate information
Olam International Limited (‘the Company’) is a limited liability company, which is domiciled and incorporated in Singapore.
The Company is listed on the Singapore Exchange Securities Trading Limited (SGX-ST).
The Company’s ultimate holding company is Temasek Holdings (Private) Limited, a company incorporated in Singapore.
The principal activities of the Company are those of sourcing, processing, packaging and merchandising of agricultural products.
The principal activities of the subsidiaries are disclosed in Note 13 to the financial statements.
The registered office and principal place of business of the Company is at 7 Straits View, #20-01 Marina One East Tower,
Singapore 018936.
olamgroup.com olamgroup.com 21
21
Notes to the Financial Statements continued
For the financial year ended 31 December 2017
Except for FRS 115 Revenue from Contracts with Customers, Amendments to FRS 115 and FRS 116 Leases, the directors
expect that the adoption of the other standards and interpretations above will have no material impact on the financial
statements in the period of initial application. The nature of the impending changes in accounting policy on adoption of
FRS 115 Revenue from Contracts with Customers, Amendments to FRS 115 and FRS 116 Leases is described below.
FRS 115 Revenue from Contracts with Customers and Amendments to FRS 115
In accordance with FRS 115, which is effective from 1 January 2018 onwards, excluding interest and dividend income and other
such income from financial instruments recognised in accordance with FRS 109, revenues are recognised upon transfer of
promised goods or services to customers in amounts that reflect the consideration to which Group expect to be entitled in
exchange for those goods or services based on the five step approach as prescribed in the standard.
The Group has performed an impact assessment and does not expect a change in revenue recognition for sales of goods or
services upon adoption on 1 January 2018.
FRS 116 Leases
FRS 116 requires lessees to recognise most leases on balance sheets to reflect the rights to use (‘ROU’) the leased assets and
the associated obligations for lease payments as well as the corresponding interest expense and depreciation charges. The
standard includes two recognition exemptions for lessees – leases of ‘low value’ assets and short-term leases. The new leases
standard is effective for annual periods beginning on or after 1 January 2019.
The Group has performed a preliminary high-level impact assessment of the adoption of FRS 116 on its existing operating lease
arrangements as lessee. Based on its preliminary assessment, the Group expects these operating leases to be recognised as
ROU assets and corresponding lease liabilities which will result in increase in total assets and total liabilities, EBITDA and
gearing ratio. The Group plans to adopt the standard when it becomes effective in 2019.
olamgroup.com olamgroup.com 23
23
Notes to the Financial Statements continued
For the financial year ended 31 December 2017
olamgroup.com olamgroup.com 25
25
Notes to the Financial Statements continued
For the financial year ended 31 December 2017
Other assets in Note 10 comprise motor vehicles, furniture and fittings, office equipment and computers.
Bearer plants - Immature plantations are stated at acquisition cost which includes costs incurred for field preparation, planting,
farming inputs and maintenance, capitalisation of borrowing costs incurred on loans used to finance the development of
immature plantations and an allocation of other indirect costs based on planted hectarage.
Capital work-in-progress is not depreciated as these assets are not yet available for use.
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.
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 on derecognition of the asset is included in the profit and loss account in the year the
asset is derecognised.
2.10 Intangible assets
(a) Goodwill
Goodwill is initially measured at cost. Following initial recognition, goodwill is measured at cost less any accumulated
impairment losses.
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 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.
The cash-generating unit 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. Impairment is determined for goodwill by assessing the
recoverable amount of each cash-generating unit (or group of cash-generating units) to which the goodwill relates. Where
the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised in
the profit and loss account. Impairment losses recognised for goodwill are not reversed in subsequent periods.
Where goodwill forms part of a cash-generating unit and part of the operation within that unit 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 of 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 retained.
Goodwill and fair value adjustments arising on the acquisition of foreign operations on or after 1 January 2005 are treated
as assets and liabilities of the foreign operations and are recorded in the functional currency of the foreign operations and
translated in accordance with the accounting policy set out in Note 2.4.
olamgroup.com olamgroup.com 27
27
Notes to the Financial Statements continued
For the financial year ended 31 December 2017
olamgroup.com olamgroup.com 29
29
Notes to the Financial Statements continued
For the financial year ended 31 December 2017
olamgroup.com olamgroup.com 31
31
Notes to the Financial Statements continued
For the financial year ended 31 December 2017
olamgroup.com olamgroup.com 33
33
Notes to the Financial Statements continued
For the financial year ended 31 December 2017
olamgroup.com olamgroup.com 35
35
Notes to the Financial Statements continued
For the financial year ended 31 December 2017
Revenue from sale of goods is stated net of discounts and returns. It excludes interest income, realised gains or losses on
derivatives and intra-group transactions.
Revenue from sale of services mainly represents ginning and toll processing income and freight charter income.
5. Other income
Other income included the following:-
Group
2017 2016
$’000 $’000
Gain on disposal of subsidiary (Note 13) 121,188 −
Gain on disposal of property, plant and equipment and intangible assets, net 1 29,205 −
Commissions and claims, sale of packaging materials, sales of scrap and others 57,138 47,265
207,531 47,265
1. Net gain on disposal of property, plant and equipment in the current financial year includes the gain on sale of USA orchards farmland amounting to $34,168,000 in a Revenue Tier Sharing
Arrangement where the Group will pay the buyer a share of the annual revenue from sale of harvests, while the Group continues to operate the orchards for the next 25 years.
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37
Notes to the Financial Statements continued
For the financial year ended 31 December 2017
2. Export incentives and subsidies relate to income from government agencies of various countries for the export of agricultural products.
7. Other expenses
Other expenses are stated after (charging)/crediting:-
Group
2017 2016
$’000 $’000
Employee benefits expenses (Note 30) (704,252) (617,887)
Gain on foreign exchange, net 31,518 21,566
Bank charges (74,416) (57,530)
Travelling expenses (67,867) (55,829)
Transaction costs incurred in business combinations − (3,257)
Impairment loss on financial assets:
• Trade receivables (Note 17) (41,207) (37,016)
• Advance payments to suppliers (Note 20) (2,704) (2,387)
Bad debts written back:
• Trade receivables 385 35,083
• Advance payments to suppliers 998 756
Auditor’s remuneration:
• Ernst & Young LLP, Singapore (1,518) (2,000)
• Other member firms of Ernst & Young Global (8,458) (6,606)
• Other auditors (920) (1,601)
Non-audit fees:
• Ernst & Young LLP, Singapore (776) (586)
• Other member firms of Ernst & Young Global (1,983) (137)
• Other auditors (629) (1,214)
Interest was capitalised to capital work-in-progress, plant and machinery, buildings and biological assets by various subsidiaries of
the Group at rates ranging from 5.50% to 7.50% (31 December 2016: from 5.00% to 7.50%) per annum.
olamgroup.com olamgroup.com 39
39
Notes to the Financial Statements continued
For the financial year ended 31 December 2017
9. Income tax
(a) Major components of income tax expense
Group
2017 2016
$’000 $’000
Profit and loss account
Current income tax:
• Singapore 81,210 29,493
• Foreign 73,742 54,218
Overprovision in respect of prior years (900) (1,527)
154,052 82,184
Deferred income tax:
• Singapore (9,311) (347)
• Foreign (65,493) 12,477
Income tax expense 79,248 94,314
Group
2017 2016
$’000 $’000
Statement of comprehensive income:
Deferred income tax related to items credited directly to other comprehensive income:
Net change in fair value adjustment reserves for derivative financial instruments designated
as hedging instruments in cash flow hedges (7,179) (1,457)
Deferred tax recorded in other comprehensive income (7,179) (1,457)
2. The Company is an approved company under the Global Trader Programme (‘GTP’) of International Enterprise Singapore and Development and Expansion Incentive (‘DEI’) under the
International Headquarters (‘IHQ’) award of Singapore Economic Development Board. By virtue of this, the Company is entitled to a concessionary income tax rate of 5% for a period of 5
years from 1 July 2013 to 30 June 2018 on qualifying activities, products and income.
3. There are seven (31 December 2016: seven) subsidiaries within the Group that are taxed at the preferential tax rate of 0% (as opposed to the local headline/ statutory tax rates ranging from
20% to 35%) by the local tax authorities for periods ranging from 2 to 6 years, except one subsidiary which does not have an expiry date on preferential tax rate.
Unrecognised tax losses and capital allowances for which no deferred tax assets have been recognised
The Group has tax losses of $372,978,000 (31 December 2016: $320,957,000) and capital allowances of $93,864,000
(31 December 2016: $99,149,000) that are available for offset against future taxable profits of the companies in which the
losses arose for which no deferred tax asset has been recognised. The use of these tax losses is subject to the agreement
of the tax authorities and compliance with certain provisions of the tax legislation of the respective countries in which the
companies operate and there is no expiry date on the utilisation of such tax losses and capital allowances for offset against
future taxable profits, except for amounts of $284,965,000 (31 December 2016: $272,996,000) which will expire over financial
years 2018 to 2022.
Unrecognised temporary differences relating to investments in subsidiaries and jointly controlled entities
At the end of the financial years ended 31 December 2016 and 31 December 2017, there is no deferred tax liability that needs
to be recognised for taxes that would be payable on the undistributed earnings of certain of the Group’s subsidiaries and jointly
controlled entities as the Group has determined that if any undistributed earnings of its subsidiaries and jointly controlled entities
are distributed in the foreseeable future, there will be no material tax impact.
Such temporary differences for which no deferred tax liability has been recognised aggregate to $158,785,000 (31 December
2016: $163,009,000). The deferred tax liability is estimated to be $26,993,000 (31 December 2016: $27,711,000).
Tax consequences of proposed dividends
There are no income tax consequences attached to the dividends to the shareholders proposed by the Company but not
recognised as a liability in the financial statements in respect of the current and previous financial year (Note 27).
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41
Notes to the Financial Statements continued
For the financial year ended 31 December 2017
The carrying amount of freehold land, leasehold buildings, plant and machinery and bearer plants of the Group held under financial
lease at the end of the reporting period was $81,072,000 (31 December 2016: $124,600,000). The Group’s land, buildings, plant
and machinery with a carrying amount of $230,053,000 (31 December 2016: $201,931,000) have been pledged to secure the
Group’s borrowings as set out in Note 24 to the financial statements.
Bearer plants consist of mature and immature almond orchards, coffee, cocoa, palm and rubber plantations.
The almond orchards and coffee plantations presently consist of trees aged between 1 and 28 years and 1 and 16 years
respectively (31 December 2016: 1 and 27 years and 1 and 15 years respectively). The cocoa plantations presently consist of
trees aged between 1 and 17 years (31 December 2016: 13 and 15 years).
Immature plantations mainly consist of almond, palm and rubber trees aged between 1 and 5 years amounting to $707,317,000
(31 December 2016: $509,965,000).
At the end of the financial year, the Group’s total planted area of plantations is approximately 96,786 (31 December 2016: 78,324)
hectares, excluding hectares for those commodities whose plantations are not managed by the Group.
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43
Notes to the Financial Statements continued
For the financial year ended 31 December 2017
2. Water rights relate to perpetual access to share of water from a specified consumptive pool.
3. Concession rights consist of rights to harvest trees in designated areas. Amortisation is charged over the estimated useful life of the concession rights.
4. Others comprise land use rights, trade names, marketing agreements and non-compete fees. Land use rights relate to rights to land where the Group has acquired plantations. Amortisation is
charged over the estimated useful lives of the land use rights.
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45
Notes to the Financial Statements continued
For the financial year ended 31 December 2017
The calculations of value in use for the CGUs are most sensitive to the following assumptions:-
Budgeted gross margins – Gross margins are based on average values achieved at prevailing market conditions at the start of the
budget period.
Growth rates – The growth rates indicated are as estimated by the management based on published industry research and do not
exceed the long-term average growth rate for the industries relevant to the CGUs.
Discount rates – Discount rates reflect management’s estimate of risks specific to each CGU. This is the benchmark used by
management to assess operating performance and to evaluate future investment proposals.
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47
Notes to the Financial Statements continued
For the financial year ended 31 December 2017
Key inputs Inter-relationship between key inputs and fair value measurement
Discount rates of 14.6% (31 December 2016: 15.0%) per annum The estimated fair value increases as the estimated discount
rate per annum decreases, and vice versa.
Market prices approximating $9,993 (31 December 2016: $9,500) The estimated fair value increases as the respective inputs
per metric tonne increase, and vice versa.
The annual crops have been valued using adjusted cost, based on the estimate of the yield and cost of the crop at harvest
discounted for the remaining time to harvest, which approximates fair value.
Livestock
Livestock relates mainly to dairy cattle in Uruguay and Russia. At the end of the financial year, the Group held 42,297 (31 December
2016: 32,290) cows, which are able to produce milk (mature assets) and 38,321 (31 December 2016: 39,579) heifers and calves,
being raised to produce milk in the future (immature assets). The cows produced 245 million litres (31 December 2016: 166 million
litres) of milk with a fair value less estimated point-of-sale costs of $146,978,000 (31 December 2016: $94,051,000) during the
financial year.
Fair value determination
The fair value of livestock is determined based on valuations by an independent professional valuer using market prices ranging
from $69 to $5,132 (31 December 2016: $69 to $3,796) of livestock of similar age, breed and generic merit.
Financial risk management strategies related to agricultural activities
The Group is exposed to financial risk in respect of agricultural activity. The agricultural activity of the Group consists of the
management of biological assets to produce marketable output. The primary financial risk associated with this activity occurs
due to the length of time between expending cash on the purchase or planting and maintenance of biological assets and on
harvesting and ultimately receiving cash from the sale of the marketable output. The Group plans for cash flow requirements for
such activities and manages its debt and equity portfolio actively.
Loans to subsidiary companies denominated in currencies other than functional currency of the Company are as follows:-
Company
31 December 31 December
2017 2016
$’000 $’000
Euro 96,945 513,596
No impairment has been recognised in both current and previous financial year on the investment in the subsidiaries as the carrying
amount exceeds the fair value based on the net asset value of the subsidiaries.
Loans to subsidiary companies are unsecured and are not repayable within the next 12 months. The loans are non-interest
bearing, except for amounts of $74,131,000 (31 December 2016: $722,690,000) which bear interest ranging from 3.3% to 7.0%
(31 December 2016: 1.0% to 7.5%) per annum.
The Group did not have any material non-controlling interests as at the balance sheet dates.
Composition of the Group
Details of significant subsidiary companies are as follows:-
Effective percentage of
equity held by the Group
31 December 31 December
2017 2016
Name of company Country of incorporation Principal activities % %
Olam Ghana Limited 1 Ghana (a) 100 100
Olam Ivoire SA 1 Ivory Coast (a) 100 100
Olam Nigeria Limited 1 Nigeria (a) 100 100
Outspan Ivoire SA 1 Ivory Coast (a) 100 100
Olam Moçambique, Limitada 1 Mozambique (a) 100 100
Olam Vietnam Limited 1 Vietnam (a) 100 100
Olam South Africa (Proprietary) Limited 1 South Africa (a) 100 100
Olam Brasil Ltda 1 Brazil (a) 100 100
Olam Europe Limited 1 United Kingdom (a) 100 100
PT Olam Indonesia 1 Indonesia (a) 100 100
Olam Agricola Ltda.1 Brazil (a) 100 100
Olam Argentina S.A.1 Argentina (a) 100 100
Café Outspan Vietnam Limited 1 Vietnam (a) 100 100
LLC Outspan International 1 Russia (a) 100 100
Olam Enterprises India Private Limited 1 India (a) 100 100
Crown Flour Mills Limited 1 Nigeria (a) 100 100
Olam Orchards Australia Pty Ltd 1 Australia (a) & (c) 100 100
tt Timber International AG 2 Switzerland (a) & (b) 100 100
Congolaise Industrielle des Bois SA 1 Republic of Congo (a) 100 100
NZ Farming Systems Uruguay Limited 1 New Zealand (a), (b) & (c) 100 100
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49
Notes to the Financial Statements continued
For the financial year ended 31 December 2017
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51
Notes to the Financial Statements continued
For the financial year ended 31 December 2017
2. Loans to jointly controlled entities are unsecured, not expected to be repayable within the next 12 months and are interest free, except for loan balances amounting to $39,277,000
(31 December 2016: $Nil) that bears interest ranging from 3.25% to 4.00% (31 December 2016: Nil).
As of 31 December 2016 and 31 December 2017, no jointly controlled entity was individually material to the Group. However,
list of key jointly controlled entities among all the immaterial jointly controlled entities of the Group at the end of financial year are
as follows:-
Percentage of equity held
31 December 31 December
2017 2016
Name of company Country of incorporation Principal activities % %
Held by the Company
Nauvu Investments Pte Ltd 1 Singapore Sourcing, 50 50
processing and
trading of
agricultural
commodities and
technical
services
Far East Agri Pte Ltd 2 Singapore Processing and 50 –
trading of
agricultural
commodities
1. Audited by Ernst & Young LLP, Singapore.
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53
Notes to the Financial Statements continued
For the financial year ended 31 December 2017
As of 31 December 2016 and 31 December 2017, no associate was individually material to the Group. However, list of key
associates among all the immaterial associates of the Group at the end of financial year are as follows:-
Percentage of equity held
31 December 31 December
Country of 2017 2016
Name of company incorporation Principal activities % %
Held by the Company
Gabon Special Economic Zone SA 1 Gabon Infrastructure 40.49 40.49
development
Open Country Dairy Limited 2 New Zealand Processing 15.19 15.19
and trading of
agricultural
commodities
1. Audited by member firms of Ernst & Young Global.
Management has assessed and is satisfied that the Group retains significant influence over Open Country Dairy Limited as
the Group continues to hold positions in the Board of Directors of the entity and actively participates in all board meetings.
The summarised financial information in respect of the material associates based on its FRS financial statements and
reconciliation with the carrying amount of the investment in the combined financial statements are as follows:-
Group
31 December 31 December
2017 2016
$’000 $’000
Summarised balance sheet
Non-current assets 1,727,544 1,335,418
Current assets 1,238,213 1,026,082
Total assets 2,965,757 2,361,500
The Group’s investment in quoted equity shares relates to a 18.56% (31 December 2016: 18.56%) investment in PureCircle Limited
(‘PureCircle’). Management has assessed and is of the view that the Group does not retain significant influence over PureCircle and
is accounted for as fair value through other comprehensive income. The investment in unquoted equity shares relates to a 20%
investment in Olam Grains Australia Pty Ltd which was disposed in the current financial year.
Loans to subsidiaries include amounts totalling $1,112,709,000 (31 December 2016: $1,479,030,000) which are unsecured and
bear interest ranging from 2.00% to 7.50% (31 December 2016: 0.60% to 7.50%) per annum, repayable on demand and are to be
settled in cash. The remaining amounts are non-interest bearing, unsecured, repayable on demand and are to be settled in cash.
The other amounts are non-interest bearing, unsecured, subject to trade terms or repayable on demand, and are to be settled
in cash.
Amounts due from subsidiary companies denominated in currencies other than functional currency of the Company are as follows:-
Company
31 December 31 December
2017 2016
$’000 $’000
Euro 1,200,445 1,504,480
Indian Rupee 1,275,453 877,662
Great Britain Pounds 154,531 508,675
Australian Dollar (1,892,055) (2,227)
Amounts due from subsidiary companies are stated after deducting impairment loss:
• Trade 7,792 8,261
• Non-trade 22,630 24,506
30,422 32,767
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55
Notes to the Financial Statements continued
For the financial year ended 31 December 2017
Trade receivables are non-interest bearing and are subject to trade terms of 30 to 60 days’ terms. They are recognised at their
original invoice amounts, which represent their fair values on initial recognition. Indirect tax receivables comprise goods and
services, value-added taxes and other indirect forms of taxes.
Trade receivables denominated in currencies other than functional currencies of Group companies are as follows:-
Group Company
31 December 31 December 31 December 31 December
2017 2016 2017 2016
$’000 $’000 $’000 $’000
Euro 298,090 24,619 278,043 12,337
United States Dollar 144,301 165,922 – –
Great Britain Pounds 56,791 87,844 36,734 –
Trade receivables include amounts of $8,559,000, $21,836,000 and $Nil (31 December 2016: $295,000, $Nil and $2,318,000) due
from associates, a jointly controlled entity and a shareholder related company, respectively.
The expected credit loss provision as at 31 December 2017 is determined as follows:-
Group Company
31 December 31 December 31 December 31 December
2017 2016 2017 2016
$’000 $’000 $’000 $’000
Trade receivables measured at amortised cost 1,716,289 1,458,774 1,014,215 414,387
Less: Lifetime expected credit loss for trade receivables (81,211) (50,920) (50,228) (29,243)
Total trade receivables measured at amortised cost 1,635,078 1,407,854 963,987 385,144
19. Inventories
Group Company
31 December 31 December 31 December 31 December
2017 2016 2017 2016
$’000 $’000 $’000 $’000
Balance sheets:
Commodity inventories at fair value 4,096,968 5,365,835 1,267,257 1,038,380
Commodity inventories at the lower of cost and net realisable value 1,947,713 2,048,476 137,743 106,606
6,044,681 7,414,311 1,405,000 1,144,986
Profit and loss account:
Inventories recognised as an expense in cost of goods sold inclusive
of the following (charge)/credit (21,442,547) (15,940,068) (17,535,130) (11,875,179)
• Inventories written down (46,757) (38,664) (25,397) (11,435)
• Reversal of write-down of inventories 1 16,039 19,754 11,321 10,366
1. The reversal of write-down of inventories is made when the related inventories are sold above their carrying amounts.
These represent advance payments to suppliers and subsidiary companies for procurement of physical commodities.
Advance payments to suppliers and subsidiary companies denominated in currencies other than functional currencies of Group
companies are as follows:-
Group Company
31 December 31 December 31 December 31 December
2017 2016 2017 2016
$’000 $’000 $’000 $’000
United States Dollar 37,193 67,803 – –
Euro 36,968 30,269 455,950 613,857
Great Britain Pounds 126 168 582 62,596
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57
Notes to the Financial Statements continued
For the financial year ended 31 December 2017
2. These relate to incentives and subsidies receivable from the Government agencies of various countries for export of agricultural products. There are no unfulfilled conditions or contingencies
attached to these incentives and subsidies.
3. Staff advances are interest-free, unsecured, repayable within the next 12 months and are to be settled in cash.
4. Insurance receivables pertain to pending marine and inventories insurance claims. The outstanding claims are currently being processed by the insurance companies for final settlement.
5. Prepayments mainly pertain to prepaid expenses incurred for sourcing, processing, packaging and merchandising of agricultural products and inputs.
6. Other non-current assets include an investment in a dairy co-operative in Uruguay, which is accounted at cost amounting to $11,061,000 (31 December 2016: $11,978,000).
Trade payables are non-interest bearing. Trade payables are subject to trade terms of 30 to 60 days’ terms while other payables
have an average term of two months.
Trade payables and accruals denominated in currencies other than functional currencies of Group companies are as follows:-
Group Company
31 December 31 December 31 December 31 December
2017 2016 2017 2016
$’000 $’000 $’000 $’000
Euro 178,813 124,705 173,627 121,564
Great Britain Pounds 140,042 340,044 124,962 293,772
United States Dollar 31,391 37,336 − −
Trade payables include amounts of $19,471,000 (31 December 2016: $Nil) and $Nil (31 December 2016: $18,000) due to an
associate and a jointly controlled entity respectively.
Accruals mainly relate to operating costs such as logistics, insurance premiums and employee benefits.
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59
Notes to the Financial Statements continued
For the financial year ended 31 December 2017
24. Borrowings
Group Company
31 December 31 December 31 December 31 December
2017 2016 2017 2016
$’000 $’000 $’000 $’000
Current:
Bank overdrafts (Note 33) 104,544 190,165 − −
Bank loans 2,644,191 3,220,351 1,259,505 1,694,362
Term loans from banks 1,643,678 1,842,830 799,690 1,218,610
Medium-term notes 249,863 719,659 249,863 719,659
Obligation under finance leases (Note 28(c)) 17,933 10,030 − −
4,660,209 5,983,035 2,309,058 3,632,631
Non-current:
Term loans from banks 2,750,543 4,232,530 1,335,932 3,092,015
Medium-term notes 3,778,652 2,983,926 3,317,732 2,983,926
Obligation under finance leases (Note 28(c)) 66,412 111,701 − −
Other bonds 332,122 359,396 332,122 359,396
6,927,729 7,687,553 4,985,786 6,435,337
11,587,938 13,670,588 7,294,844 10,067,968
Borrowings denominated in currencies other than functional currencies of Group companies are as follows:-
Group Company
31 December 31 December 31 December 31 December
2017 2016 2017 2016
$’000 $’000 $’000 $’000
Singapore Dollar 1,482,143 1,480,199 1,481,730 1,480,199
United States Dollar 341,014 253,992 − −
Australian Dollar 185,096 200,279 185,082 200,279
Japanese Yen 371,332 146,690 371,332 146,690
Great Britain Pounds 20,289 18,703 − −
Euro 420,271 − − −
Non-current:
Multicurrency medium-term note programme:
• 6.00% fixed rate notes 2018 − 249,638 − 249,638
Euro medium-term note programme:
• 4.25% fixed rate notes 2019 399,077 398,484 399,077 398,484
• 5.80% fixed rate notes 2019 349,422 349,047 349,422 349,047
• 4.50% fixed rate notes 2020 398,741 430,748 398,741 430,748
• 4.875% fixed rate notes 2020 185,082 200,279 185,082 200,279
• 1.375% fixed rate notes 2020 68,272 73,860 68,272 73,860
• 4.00% fixed rate notes 2020 66,662 72,119 66,662 72,119
• 6.00% fixed rate notes 2022 483,369 483,030 483,369 483,030
• 4.50% fixed rate notes 2021 600,963 653,891 600,963 653,891
• 1.427% fixed rate notes 2021 67,241 72,830 67,241 72,830
• 0.47% fixed rate notes 2022 67,848 − 67,848 −
• 4.375% fixed rate notes 2023 396,378 − 396,378 −
• 0.9725% fixed rate notes 2022 72,089 − 72,089 −
• 3.65% fixed rate notes 2022 66,706 − 66,706 −
• 0.9825% fixed rate notes 2022 95,882 − 95,882 −
Other medium-term notes:
• 3.90% fixed rate notes 2022 233,800 − − −
• 3.73% fixed rate notes 2022 227,120 − − −
3,778,652 2,983,926 3,317,732 2,983,926
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61
Notes to the Financial Statements continued
For the financial year ended 31 December 2017
Adjusted net profit attributable to owners of the Company for basic and dilutive earnings per share 524,108 317,744
Adjusted weighted average number of ordinary shares applicable to diluted earnings per share 2,924,188,686 2,851,145,001
The incremental shares relating to the outstanding convertible bonds have not been included in the calculation of diluted earnings
per share as they are anti-dilutive for the previous financial year. During the current financial year, there are no such items.
There have been no other transactions involving ordinary shares or potential ordinary shares since the reporting date and the date
of these financial statements.
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63
Notes to the Financial Statements continued
For the financial year ended 31 December 2017
26. Share capital, treasury shares, perpetual capital securities and warrants continued
(d) Warrants
On 29 January 2013, 387,365,079 Warrants were listed and quoted on the Official List of the Singapore Exchange Securities
Trading Limited. Each Warrant carries the right to subscribe for 1 new ordinary share in the capital of the Company (the ‘New
Share’) at an original exercise price of US$1.291 for each New Share. These Warrants are exercisable from 29 January 2016 to
29 January 2018. The Warrants have been presented as capital reserves under equity.
During the current financial year, the exercise price for each Warrant were adjusted from US$1.14 to US$1.12 and finally
US$1.09. A total of 391,928,073 Warrants were exercised at a maximum price of US$1.14 and minimum price of US$1.09 and
new ordinary shares were issued. The outstanding number of warrants following the aforementioned exercise is 51,077,331 with
an exercise price of US$1.09 expires on 29 January 2018. Post 31 December 2017, a further 49,973,747 Warrants at the
exercise price of US$1.09 each were exercised and all remaining subscription rights under the Warrants which have not been
exercised as at 29 January 2018 have lapsed and ceased to be valid.
27. Dividends
Group and Company
31 December 31 December
2017 2016
$’000 $’000
Declared and paid during the financial year ended:-
Dividends on ordinary shares:
• One tier tax exempted interim dividend for financial year ended 31 December 2017: $0.035 97,740 82,296
(31 December 2016: $0.030) per share
• One tier tax exempted second and final dividend for financial year ended 31 December 2016: 82,659 101,740
$0.030 (31 December 2015: $0.035) per share
180,399 184,036
Proposed but not recognised as a liability as at:-
Dividends on ordinary shares, subject to shareholders’ approval at the Annual General Meeting:
• One tier tax exempted second and final dividend for financial year ended 31 December 2017: 124,860 81,836
$0.040 (31 December 2016: $0.030) per share
The Company has agreed to provide continuing financial support to certain subsidiary companies.
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65
Notes to the Financial Statements continued
For the financial year ended 31 December 2017
2. The range of exercise prices for options outstanding at the end of the financial year was $1.76 to $3.10 (31 December 2016: $1.76 to $3.10). The weighted average remaining contractual life
for these options is 2.52 years (31 December 2016: 4.52 years).
The number of contingent shares granted but not released for both PSA and RSA awards as at 31 December 2017 was
38,897,596 (31 December 2016: 27,637,500).
Based on the achievement factor, the actual release of the PSA awards could range from zero to maximum of 59,553,509
(31 December 2016: 42,762,913) fully-paid ordinary shares of the Company.
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67
Notes to the Financial Statements continued
For the financial year ended 31 December 2017
Associates:
• Sales of goods 81,070 31,347 79,266 19,659
• Purchases 316,421 165,859 316,417 165,852
• Finance income 22,758 14,659 22,758 14,659
• Dividend received 22,325 12 22,325 12
• Management fee received 2,351 664 2,351 664
• Director Fees received 38 77 38 77
• Miscellaneous income 131 255 131 255
Cash at banks earn interest at floating rates based on daily bank deposit rates ranging from 0.1% to 21.0% (31 December 2016:
0.00% to 12.50%) per annum.
Deposits include short-term and capital guaranteed deposits. Short-term deposits are made for varying periods between 1 and
365 days (31 December 2016: 1 and 365 days) depending on the immediate cash requirements of the Group, and interest earned at
floating rates ranging from 0.80% to 19.50% (31 December 2016: 0.00% to 9.96%) per annum and may be withdrawn on demand.
Deposits amounting to $1,119,000 (31 December 2016: $1,545,000) have been pledged to secure the Group’s borrowings as
set out in Note 24 to the financial statements.
Deposits include capital guaranteed, non-interest bearing, index-linked structured deposits of $Nil (31 December 2016:
$14,468,000) (31 December 2016: remaining maturity period of three months) and may be withdrawn on demand.
Cash and bank balances and deposits denominated in currencies other than functional currencies of Group companies are
as follows:-
Group Company
31 December 31 December 31 December 31 December
2017 2016 2017 2016
$’000 $’000 $’000 $’000
Euro 876,917 294,709 865,456 290,061
United States Dollar 68,335 86,235 – –
Great Britain Pounds 17,214 103,304 14,039 102,285
Singapore Dollar 17,075 49,808 16,798 49,806
Japanese Yen 10,881 267,271 10,881 267,208
Swiss Franc 1,359 210,833 1,284 210,015
Australian Dollar 579 3,625 576 3,324
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69
Notes to the Financial Statements continued
For the financial year ended 31 December 2017
Bank overdrafts are included in the determination of cash and cash equivalents because they form an integral part of the Group’s
cash management.
The carrying amounts of trade receivables, other non-current and current assets, margin accounts with brokers, cash and
short-term deposits payments, including derivatives with positive fair value represent the Group’s maximum exposure to
credit risk. No other financial assets carry a significant exposure to credit risk. Deposits and cash balances are placed with
reputable banks.
The Group has no significant concentration of credit risk with any single customer.
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71
Notes to the Financial Statements continued
For the financial year ended 31 December 2017
The table below shows the contractual expiry by maturity of the Group and Company’s contingent liabilities and commitments.
The maximum amount of the financial guarantee contracts are allocated to the earliest period in which the guarantee could
be called.
31 December 2017 31 December 2016
$’000 $’000
One year or One to five Over five One year or One to five Over five
less years years Total less years years Total
Group
Financial guarantees – – – – – – – –
Company
Financial guarantees 2,046,030 – – 2,046,030 1,089,198 – – 1,089,198
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Notes to the Financial Statements continued
For the financial year ended 31 December 2017
Group Company
Fair value Fair value
Assets Liabilities Assets Liabilities
$’000 $’000 $’000 $’000
31 December 2016
Derivatives held for hedging:
Foreign exchange contracts 231,380 (195,339) 206,572 (154,642)
Foreign exchange contracts – Cash flow hedge – (41,305) – (41,305)
Commodity contracts 5,739,831 (4,846,050) 4,840,466 (4,463,259)
Total derivatives held for hedging 5,971,211 (5,082,694) 5,047,038 (4,659,206)
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Notes to the Financial Statements continued
For the financial year ended 31 December 2017
Group
31 December 2016
Quoted prices Significant other Significant
in active markets for observable unobservable
identical instruments inputs inputs
(Level 1) (Level 2) (Level 3) Total
$’000 $’000 $’000 $’000
Recurring fair value measurements
Financial assets:
Long-term investment (Note 15) 136,321 – 12,171 148,492
Derivative financial instruments
• Foreign exchange contracts – 237,604 – 237,604
• Commodity contracts 492,907 1,073,034 122,606 1,688,547
629,228 1,310,638 134,777 2,074,643
Financial liabilities:
Derivative financial instruments
• Foreign exchange contracts – 205,108 – 205,108
• Foreign exchange contracts – Cash flow hedge – 41,305 – 41,305
• Commodity contracts 129,122 599,632 12,775 741,529
129,122 846,045 12,775 987,942
Non-financial assets:
Biological assets (Note 12) – – 450,564 450,564
Inventories (Note 19) – 4,550,262 815,573 5,365,835
– 4,550,262 1,266,137 5,816,399
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Notes to the Financial Statements continued
For the financial year ended 31 December 2017
31 December 2016
Effect of reasonably possible
alternative assumptions
Other
Carrying comprehensive
amount Profit/(loss) income
$’000 $’000 $’000
Recurring fair value measurements
Financial assets:
Long-term investment – unquoted 12,171 − 61
Commodity contracts 122,606 6,666 −
Financial liabilities:
Commodity contracts (12,775) 612 −
Non-financial assets:
Biological assets, as restated – increased by 0.5% 450,564 (1,853) −
Biological assets, as restated – decreased by 0.5% 450,564 1,864 −
Inventories 815,573 7,801 −
In order to determine the effect of the above reasonably possible alternative assumptions, the Group adjusted the following
key unobservable inputs used in the fair value measurement:
• For certain commodity contracts and inventories, the Group adjusted the market prices of the valuation model by 1%.
• For long-term investment (unquoted), the Group adjusted the assumptions to the model inputs of the valuation model
by 0.5%.
• For biological assets, the Group adjusted the estimated discount rate applied to discounted cash flow model by 0.5%.
(d) Fair value of financial instruments by classes that are not carried at fair value and whose carrying amounts are
reasonable approximation of fair value
(i) Cash and short-term deposits, trade receivables, other current assets, margin accounts with brokers, amounts due from
subsidiary companies, trade payables and accruals, other current liabilities and bank overdrafts.
The fair values of these financial instruments approximate their carrying amounts at the balance sheet date because of their
short-term maturity.
(ii) Bank loans, term loans from banks and obligations from finance leases
The carrying amount of the bank loans, term loans from banks and obligations from finance leases are an approximation of
fair values as they are subjected to frequent repricing (floating rates) and/ or because of their short-term maturity.
(e) Fair value of financial instruments by classes that are not carried at fair value and whose carrying amounts are not
reasonable approximation of fair value
(i) Loans to subsidiary companies, loans to jointly controlled entities and loans to associates
Loans to subsidiary companies, loans to jointly controlled entities and loans to associates have no fixed terms of repayment
and are repayable only when the cash flow of the entities permits. Accordingly, the fair value of these amounts is not
determinable as the timing of the future cash flow arising from these balances cannot be estimated reliably.
(ii) Other non-current assets – investment in dairy co-operative
The Group’s investment in a dairy co-operative has been carried at cost because fair value cannot be measured reliably as
the dairy co-operative is not listed and does 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 this investment in the foreseeable future.
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Notes to the Financial Statements continued
For the financial year ended 31 December 2017
The fair value of medium-term notes and all bonds is determined directly by reference to their published market bid price
(Level 1) or valued using valuation techniques with market observable inputs (Level 2), where relevant at the end of the
respective financial years.
The Group assesses the level of debt capital used to finance capital investment in respect of the projected risk and returns of these
investments using a number of traditional and modified investment and analytical models including discounted cash flows. It also
assesses the use of debt capital to fund such investments relative to the impact on the Group’s overall debt capital position and
capital structure.
In order to manage its capital structure, the Group may issue debt of either a fixed or floating nature, arrange credit facilities, issue
medium-term notes, issue new shares or convertible bonds and adjust dividend payments.
Fair value
through Other Fair value
Comprehensive through
Amortised cost Income Profit or Loss
Company $’000 $’000 $’000
31 December 2017
Financial assets:
Loans to jointly controlled entities (Note 14(a)) 154,022 − −
Loans to associates (Note 14(b)) 263,682 − −
Long-term investments (Note 15) − 257,519 −
Amounts due from subsidiary companies (Note 16) 1,926,416 − −
Trade receivables (Note 17) 963,987 − −
Margin accounts with brokers (Note 18) 304,862 − −
Other current assets (Note 21) 55,364 − −
Cash and short-term deposits (Note 33) 1,137,011 − −
Derivative financial instruments (Note 34(f)) − − 1,098,147
4,805,344 257,519 1,098,147
Financial liabilities:
Trade payables and accruals (Note 22) 1,082,325 − −
Other current liabilities (Note 23) 111,131 − −
Borrowings (Note 24) 7,294,844 − −
Derivative financial instruments (Note 34(f)) − 11,619 673,509
8,488,300 11,619 673,509
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Notes to the Financial Statements continued
For the financial year ended 31 December 2017
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Notes to the Financial Statements continued
For the financial year ended 31 December 2017
2 The following unallocated assets items are added to segment assets to arrive at total assets reported in the consolidated
balance sheet:-
Group
31 December 31 December
2017 2016
$’000 $’000
Cash and bank balances 1,174,552 1,556,636
Fixed deposits 811,799 587,415
Other current/non-current assets 803,901 984,021
Long-term investments 257,519 148,492
Deferred tax assets 95,871 95,735
3,143,642 3,372,299
3 The following unallocated liabilities items are deducted from segment liabilities to arrive at total liabilities reported in the
consolidated balance sheet:-
Group
31 December 31 December
2017 2016
$’000 $’000
Borrowings 11,587,938 13,670,588
Deferred tax liabilities 416,991 505,876
Other liabilities 435,237 350,356
Provision for taxation 162,977 84,949
12,603,143 14,611,769
4 Non-current assets mainly relate to property, plant and equipment, intangible assets, biological assets, investments in jointly
controlled entities and associates and long-term investments.
@olam
Olam International Limited
7 Straits View
Marina One East Tower
#20-01
Singapore 018936
Telephone (65) 6339 4100
Facsimile (65) 6339 9755
olamgroup.com