Professional Documents
Culture Documents
Turnover
MK Millions
50,000 45,000 40,000
US$ Millions
350 300 250
Financial Highlights Mission and Values Statement Chairmans Statement Group Chief Executives Report Profiles of Directors and Management Five Year Group Financial Review Corporate Governance Directors Report Directors Responsibilities for the Financial Statements Independent Auditors Report Consolidated Statements of Financial Position Consolidated Statements of Comprehensive Income Consolidated Statements of Changes in Equity Notes to the Financial Statements Press Corporation Limited and its
3 4 7 13 28 32 34 39
200
150
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CONTENTS
MK m 15,692 24,572 29,080 43,614 47,560 US$ m 135 187 208 310 325
41 42
US$ Millions
25
43
3,000 20 2,500
44
15
45 49
10
5 500
05
06
07
08
09
P R E S S C O R P O R AT I O N L I M I T E D
FINANCIAL HIGHLIGHTS
Group Summary (in millions) Turnover Attributable earnings Shareholders equity Share performance Basic earnings per share Cash retained from operations per share Net asset value per share (shareholders equity per share) Dividend per share Market price per share Price earnings ratio Number of shares in issue (in millions) Volume of shares traded (in thousands) Value of shares trades (in MK miilions) Financial statistics After tax return on equity (%) Financial gearing 14.76 17.05 16.34 16.40 (9.66) (3.95) 14.76 17.05 145.99 147.44 16.34 16.40 140.59 141.99 (9.66) (3.95) 320 2.45 163 6.0 120.2 3,528 475 306 4.17 205 7.4 120.2 9,475 2,067 4.56 (41.15) (20.49) (19.20) 0.00 (62.77) (77.02) 2.17 0.02 1.11 6.0 120.2 3,528 3.25 2.07 0.03 1.39 7.4 120.2 9,475 14.16 4.56 (41.15) (20.49) (19.20) 0.00 (62.77) (77.02) 27.23 108.52 27.67 78.79 (1.59) 37.73 0.18 0.74 0.19 0.53 (1.59) 37.73 47560 3273 38406 43614 3140 34653 9.05 4.24 10.83 326 22 263 310 22 235 5.01 0.38 11.93 Malawi Kwacha 2009 2008 Change % US Dollars 2009 2008 Change %
US$ Millions
300
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Annual Report
P R E S S C O R P O R AT I O N L I M I T E D C h a i r m a n s S t a t e m e n t
To be a leading Corporation acting ethically and responsibly in Malawi and the region generating real growth in shareholder value through diverse goods and services
C O R P O R AT E S O C I A L R E S P O N S I B I L I T I E S
Press Corporation Limited is a member of the UN Global Compact Network and by signing up has endorsed the Global Compact Principles in terms of the Groups operations.
In an attempt to ensure consistently high standards in the manner in which its operations are managed, Press Corporation Limited embarked on a continuing programme to certify several employees as Ethics Officers. Two employees were certified during the year by the Ethics Institute of South Africa.
I ntegrit y
Press Corporation Limited is committed to a policy of fair dealing and integrity in the conduct of its businesses. The Corporations commitment is based on the belief that business should be conducted honestly, fairly and legally. As such Press Corporation Limited expects all its employees to share its commitment to high moral, ethical and legal standards.
E m plo y m ent e q u it y
Press Corporation Limiteds employment policy is based on a system of opportunities for all. Employment equity seeks to identify, develop and reward each employee who demonstrates the qualities of individual initiative, enterprise, hard work and loyalty in their jobs Employment is on the basis of merit rather than an individuals race, colour, creed, gender, or other criterion unrelated to their capacity to do the job Employees in the Corporation have the right to work in an environment which
2009
is free from any form of harassment or unlawful discrimination with respect to race, colour, creed, gender, place of origin, political persuasion, marital or family status or disability.
Annual Report
P R E S S C O R P O R AT I O N L I M I T E D
Press Corporation Limited has embarked on the first phase of its Going Green campaign by enrolling various partners. The campaign includes tree planting and re-cycling as much waste paper as possible. One of Press Corporation Limiteds subsidiary companies continues its partnership with Government in conducting trials and tests for a flexi-fuel vehicle which can run on both petrol and ethanol.
National Bank, during another successful year of growth, built in 2009 and opened in early 2010 a new and much acclaimed Mzuzu branch
P R E S S C O R P O R AT I O N L I M I T E D
T H E G E N E R A L E C O N O MY
The Malawi economy continued to register significant economic growth. In 2009 GDP grew by 7.6%. The growth is attributed to strong agricultural production, increased mining and quarrying, as well as the service sector. Agriculture remained to be the key driver of the GDP due to solid performance in the maize and tobacco sub sectors, following the continued success of governments farm input subsidy programme, good weather and successful irrigation schemes. Tobacco earnings stood at US$433.1 million with sales of 232.1 million kg. at US$1.87/kg in 2009, which was lower than 2008s US$472.4 million, with sales of 195.0 million kg at US$2.42/kg. The price differences were due to overproduction of tobacco in 2009. The mining sector also had a significant contribution subsequent to the uranium exports which started in the third quarter of 2009. The manufacturing sector which has been in decline over the past few years was further weighed down by shortages of foreign exchange and fuel, and also persistent electricity power cuts. Malawi experienced an acute shortage of foreign exchange as a result of demand for imports more than outstripping proceeds from exports. The foreign exchange shortage, coupled with transportation problems in the countrys major importation routes caused a shortage of fuel in the country in the months of November and December 2009. Inflation remained at a single digit figure of 8.4% despite shocks from fuel scarcity, the effects of which were offset by the solid harvest. This however was an increase from the previous years 8%. The Chairman of PCL, Dean C Lungu
E X C H A N G E R AT E S A N D M A R K E T DEVELOPMENT
The Kwacha remained relatively stable for the first half of the year, trading at MK140/US$ for the better part of the year, however as a result of the excess demand for foreign exchange for imports, the Kwacha started to depreciate towards the end of the year to close at MK145/US$. Against the Rand, the Kwacha traded at MK15/ZAR in the first half year then later weakened to close at MK20/ZAR. The gross official reserves closed at a critical level of 1.0 months of import cover. The reserves had been depleted as a result of heightened demand of foreign exchange resulting from episodes of economic growth coupled with the importation of fuel and fertilisers, despite the high tobacco proceeds as well as uranium exports.
Annual Report 2009
P R E S S C O R P O R AT I O N L I M I T E D C h a i r m a n s S t a t e m e n t
M O N E TA R Y A N D F I S C A L P O L I C Y
The Central Bank maintained its tight monetary stance. The bank rate remained unchanged from December 2008 at 15% and the Liquidity Reserve Requirement was still at 15.5%. Commercial banks also maintained their lending and saving rates, on average at 19.6% and 2.8% respectively. There was a rise in treasury bills subscription to MK215.8billion from MK169.7 billion registered in the previous year. The development mirrored a rise in maturing treasury bills which recorded an annual increase of 27.4% from MK155.7billion in 2008 to MK198.4billion in 2009 causing the overpriced bills to be rejected and thereby keeping the yields relatively low.
GROUP PERFORMANCE
The year 2009 was a challenging year for the Press Group of companies. Earnings per share declined slightly from MK27.67 per share in 2008 to MK27.23 per share in 2009. Diluted earnings per share were also MK27.23 per share compared to MK26.12 for 2008 when a rights Issue was concluded in August of that year. Consolidated profit after tax of MK5, 670 million was
2009
achieved in 2009, compared to MK5, 663 million for 2008 (restated for the treatment of Telekom Networks Malawi Limited as a subsidiary instead of as an associate following the establishment of Press Corporations control). Profit attributable to equity holders of the parent company improved marginally from MK3, 140 million in 2008 to MK3, 273 million in 2009. An increase of 4.3% on prior years result. This performance was achieved in spite of persistent foreign exchange shortages, erratic fuel supply, coupled with the generally low discretionary spending power among the rural masses.
Annual Report
P R E S S C O R P O R AT I O N L I M I T E D C h a i r m a n s S t a t e m e n t
P R E S S C O R P O R AT I O N L I M I T E D C h a i r m a n s S t a t e m e n t
P rospects for 2 0 1 0
As the world economy is beginning to show signs of recovery and the improved prospects of foreign exchange availability in Malawi, 2010 should offer better prospects for most of the Press Group companies.
P R E S S C O R P O R AT I O N L I M I T E D C h a i r m a n s S t a t e m e n t
A ppreciation
I thank fellow Directors, management and staff for their continued support, cooperation and dedication during the year and look forward to further improvement in the Groups performance and in the implementation of its strategy.
National Banks
magnificent new
headquarters, next
cages in southern Lake Malawi and given only an to supply a major part of Malawis protein needs
P R E S S C O R P O R AT I O N L I M I T E D
OVERVIEW
Press Group registered consolidated profit after tax of MK5,670 million in 2009, compared to MK5, 663 million for 2008 (restated for the treatment of Telekom Networks Malawi Limited as a subsidiary instead of as an associate following the establishment of Press Corporations control). Profit attributable to owners of the parent company improved marginally from MK3,140 million in 2008 to MK3,273 million in 2009. These results were achieved against a background of erratic fuel supplies and persistent shortages of
foreign exchange which negatively impacted on some of the Groups operations especially the Food and Beverages segment, the telecommunications segment and, the fuel distribution business. The financial services segment however, had a very successful year, and recorded strong earnings growth over the previous year and so did the Ethanol producing companies.
Dr Mathews A P Chikaonda
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P R E S S C O R P O R AT I O N L I M I T E D G r o u p C h i e f E x e c u t i v e s R e p o r t
Although turnover was below budget due to delays in finalising the Chapima Heights Project, the company still performed well during the period under review due to gains on property revaluations especially after revaluation of its freehold plots in Area 9 in Lilongwe. In addition, the company achieved higher than expected income from its property management and valuation activities, interest income as well as higher than expected occupancy levels and rentals for all its properties.
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P R E S S C O R P O R AT I O N L I M I T E D G r o u p C h i e f E x e c u t i v e s R e p o r t
Completion of the first phase of the Chapima Heights housing project was again delayed due to continued difficulties encountered with the provision of electricity and water to the project area. The first phase of the project is now almost at completion stage and some houses are expected to be handed over to clients during the first quarter of 2010. Prospects for 2010 look bright due to financial benefits expected from the sale of Chapima Heights houses and Lilongwe Area 9 plots.
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P R E S S C O R P O R AT I O N L I M I T E D G r o u p C h i e f E x e c u t i v e s R e p o r t
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2009
P R E S S C O R P O R AT I O N L I M I T E D G r o u p C h i e f E x e c u t i v e s R e p o r t
PRESSCANE LIMITED
Turnover and profits were both below budget owing largely to a combination of a pump price reduction on petrol which resulted in the reduction of the price of fuel ethanol, and also loss of sales which arose from a sudden shortage of petrol on the market towards the end of the year. The installation of a Process Logic Control was completed during the year and production processes are now in very stable condition. A new effluent pond which was under construction was also completed. Export sales were robust, mainly to East Africa, and export volumes in the year amounted to around 60% of total production. In general, the entity is now on a sound footing and prospects for 2010 are good.
BP MALAWI LIMITED
Sales volumes were 7% below budget and 6.8% above the previous year. Similarly, sales turnover was 30% below budget and just about the same as prior year. The under budget performance in volume and turnover was attributed to delays in fuel uplift by one major customer and fuel supply shortages. The company however produced modest results as profit before tax was 10% below budget and 25% above prior year.
Annual Report 2009
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P R E S S C O R P O R AT I O N L I M I T E D G r o u p C h i e f E x e c u t i v e s R e p o r t
During the year, fuel supply was a challenge and erratic for all the petroleum oil distribution companies because of problems of shortage of foreign currency. Logistical challenges in storage and transportation both at international ports of Beira and Dar-es-Salaam and locally also affected availability of fuel. Although the supply situation eased to some extent the stock levels for the company remained depressed at the end of the year. For sustainable and long term solution, the company needs to increase capacity to contain sufficient stocks.
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P R E S S C O R P O R AT I O N L I M I T E D G r o u p C h i e f E x e c u t i v e s R e p o r t
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2009
P R E S S C O R P O R AT I O N L I M I T E D C h a i r m a n s S t a t e m e n t
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2009
M A L AW I T E L E C O MMU N I C AT I O N S LIMITED
Revenue for the year was 20% below budget owing to significant project delays which resulted in several revenue generating platforms not being in place. This included the Fibre Optic Cable (FOC) project and the expansion of the Code Division Multiple Access (CDMA) network. The first phase of the FOC Project (connecting Blantyre and Lilongwe and also an outward connection to Mozambique) was completed late December. In addition, the doubling of the CDMA network capacity was also completed end December. The FOC link to Mzuzu and back through the lakeshore is under installation but it is unlikely that all the linkages to complete the project will be done by the end 2010, and it is expected that some work will spill over into 2011. However, the FOC link between Blantyre and Lilongwe and to the outside world has already occasioned the ability for MTL to roll out several new products to both old and new customers. Further, the expansion of the CDMA network has created the capacity to recruit an additional 30,000 subscribers. Vandalism, though reduced, continues to negatively affect network quality and financial resources as a lot of money is wasted on repeated network repairs instead of using the funds to expand to new areas. Nevertheless, the completion of Phase 1 of the FOC Project and the expansion of the CDMA network will form a solid foundation for 2010.
Annual Report 2009
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P R E S S C O R P O R AT I O N L I M I T E D G r o u p C h i e f E x e c u t i v e s R e p o r t
TNM LIMITED
The network upgrade and expansion continued in 2009, though this effort was significantly slowed down due to foreign exchanges shortages. General Packet Radio Service (GPRS) services were launched earlier in the year, enabling the company to develop solutions for corporate and individual needs. In December 2009, TNM became the first mobile operator to launch 3G Services in Malawi, thus enabling it to offer cutting-edge services such as video calls, video and music streaming and high speed wireless internet access. Many new products are now on offer, especially targeting the youth. By the end of the year, 40 new base stations were rolled out (the plan was to roll out 70, the balance to be rolled out in 2010). A new technical centre was completed in Lilongwe and it houses a back-up switch which will ensure service continuity in case of emergency. An aggressive handset subsidy program, buttressed by the network expansion
2009
and upgrades, resulted in the customer base growing by 58% to just under 820,000 subscribers by December 2009. The outlook for 2010 is good.
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2009
P R E S S C O R P O R AT I O N L I M I T E D G r o u p C h i e f E x e c u t i v e s R e p o r t
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2009
P R E S S C O R P O R AT I O N L I M I T E D G r o u p C h i e f E x e c u t i v e s R e p o r t
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P R E S S C O R P O R AT I O N L I M I T E D G r o u p C h i e f E x e c u t i v e s R e p o r t
S T R AT E G I C DIRECTION
Press Corporation Limited is keen to maintain its leadership role in the private sector. Divestiture of lossmaking operations has helped stabilise the Groups earnings and assisted in the Company being able to focus on the profitable operations to ensure that they grow market share.
Viable investment opportunities will continue to be explored in various sectors (e.g. tourism and energy) to strengthen the Groups portfolio of investments and enhance its income stream. Training and Development of staff continues to play an The Groups policies will continue to be: Hold at least a 50% equity stake in investments so as to influence key decisions and overall strategy Ensure that the Groups debt to equity ratio remains consistent with the Companys risk policy Pay such dividends as take into account cash flows vis--vis potentially profitable investment opportunities Operate with reputable joint venture partners to take advantage of their management and technical expertise Maintain strict performance criteria for investments and divest underperforming assets in a timely manner Conduct business in an environmentally responsible manner and work with various stakeholders, e.g. Government
2009
S TA F F W E L F A R E A N D DEVELOPMENT
Press Corporation Limited continues to play its part in the fight against HIV/AIDS in the workplace with all related awareness activities being conducted during working hours. One outreach activity was held at an orphanage in Bvumbwe in an effort to get the Company to go beyond monetary donations. The Company still sits on the board of the Malawi Business Coalition Against HIV/AIDS (MBCA) and is an active member of this private sector initiative.
important role in the Companys overall strategic plan in order to allow for the efficient delivery of services and also to provide for effective succession planning. Training in Management and Leadership is encouraged at the senior level and over the past year four members of staff have undergone training offered by the British Council in this respect. Other employees continue to be sponsored on courses relevant to their individual developmental needs in areas such as accounting, marketing, and human resources. The management trainee programme re-introduced in 2003 to ensure that the Group has a reservoir of future managers, continues with a mixture of candidates being drawn from those with a first degree and some with post graduate qualifications.
and Donors in promoting sustainable development In conclusion, I wish to sincerely thank staff, management and the Board of Directors of Press Corporation Limited for their untiring support during the year and for the entire duration of my tenure of office.
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P R E S S C O R P O R AT I O N L I M I T E D G r o u p C h i e f E x e c u t i v e s R e p o r t
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2009
P R E S S C O R P O R AT I O N L I M I T E D Directors Profiles
DIRECTORS
Mr D C Lungu
DIRECTORS
D e a n C L u n g u, B. S c. , M . S c. ( E n g . ) Chairman J a m e s A R e g o u t, M.Econ.
Chairman
Mr S A Itaye
Mr C S Chilingulo
Mr P P Mulipa
MANAGEMENT
Dr M A P Chikaonda
business comprising of Deans Engineering Company Limited (DECO), CNL Engineering Limited and Tapiwa Investments Limited. Mr. Lungu also sits on the Alexander Forbes Malawi Board. Mr Lungu has held other directorships at Malawi Railways Limited (Chairman), Malawi Bureau of Standards, David Whitehead & Sons and Intraco Services Limited (UK).
Mr P P Mulipa
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P R E S S C O R P O R AT I O N L I M I T E D Directors Profiles
S i m o n A I tay e , B. C o m . , F C C A , M B A
Andrew G Barron, HN D B u s
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DIRECTORS
C l e m e n t S C h i l i n g u l o, L L . B, F C I S
of his position with Press Trust, Mr Chilingulo sits on the Boards of several companies in which the Trust has invested.
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P R E S S C O R P O R AT I O N L I M I T E D Management Profiles
Manage m ent
Andrew G Sesani, F C C A , C PA ( M ) , Group Financial C o n t r o ll e r A g n e s J Va r e l a , B. S o c. S c i e n c e ( M W ) , M . S c. , ( B a n k i n g a n d M o n e y Management (USA)) G r o u p P RO J E C T S EXE C UTIVE C h a r l e s J E va n s, B. A . G r o u p Adm i n i s t r at i o n M a n a g e r / C o mpa n y S e c r e ta r y
Age 61
Mr Sesani has been with the company since October 2002. Between 1988 and 2000, he held the positions of Group Management Accountant, Deputy Group Financial Controller and finally Group Financial Controller with Press Corporation Limited before leaving the employ of the company when it relocated its head office from Lilongwe to Blantyre. Prior to this, Mr Sesani held senior accounting positions in Capital City Development Corporation, Import and Export Company of Malawi Limited and Trans African Transport. He rejoined Press Corporation Limited on 1st October 2002 as Group Financial Controller.
Age 58
Mrs Varela has extensive experience in Development Banking and Project Appraisal and Financing attained from her long employment history with INDEBANK where she worked for 26 years before retiring as Chief Executive Officer in 2004. Mrs Varela was appointed Group Projects Executive for the Company effective 1st September 2005. In her own right she is a Board Member of AFROX Malawi Limited and is the Norsad Agency Country Advisor for Malawi.
Age 59
Mr. Evans joined the Group as a Management Trainee in November 1975. He worked in various subsidiary companies before being appointed substantively as a Training Officer in 1977. He was transferred to the Peoples Trading Centre Group in 1981 where he became Personnel and Training Manager until 1991, when he was promoted to Press Corporation first as deputy, before assuming the position of Manpower Development Manager in 1995. In January 2001 he was appointed Group General Manager - Human Resources. He was appointed Group Administration Manager/ Company Secretary in September 2001.
Annual Report 2009
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P R E S S C O R P O R AT I O N L I M I T E D A N D I T S S U B S I D i A R I E S
2009 MKm
2007 MKm
2006 MKm
2005 MKm
GROUP STATEMENTS OF COMPREHENSIVE INCOME Turnover 47,560 43,614 29,080 24,572 Profit of the Company and its subsidiaries before taxation 7,953 7,369 5,133 4,512 Share of associated companies profit/loss after taxation 658 568 (119) (16) Profit before taxation 8,611 7,937 5,014 4,496 Income tax expense (2,941) (2,274) (1,589) (1,364) Profit after taxation 5,670 5,663 3,425 3,132 Attritutable to non-controlling interests (2,397) (2,523) (1,717) (1,524) Attributable to equity holders of the company 3,273 3,140 1,708 1,608 Dividend to ordinary shareholders (295) (473) (353) (400) Retained profit 2,978 2,667 1,355 1,208 Basic earnings per share 27.23 27.67 15.50 14.62 Dividend per share 2.45 4.17 3.20 3.64 GROUP STATEMENTS OF FINANCIAL POSITION Property plant and equipment 39,520 32,340 23,818 22,822 Investment properties 2,782 1,900 1,104 1,012 Investment in associated companies 1,989 1,331 1,475 1,254 Other investments 16,923 12,565 8,020 6,075 Net current assets (11,439) (2,275) (2,316) (1,473) Total Employment of Capital 49,775 45,861 32,101 29,690 Ordinary shareholders funds 24,611 21,522 13,548 12,722 Minority interests 13,795 13,131 9,027 7,973 Loans 5,675 4,774 4,512 4,378 Provisions 2,217 2,023 1,874 1,434 Deffered tax 3,477 4,411 3,142 3,183 Total Capital Employed 49,775 45,861 32,103 29,690 GROUP CASHFLOW STATEMENTS OPERATING ACTIVITIES Cash receipts from customers and Group companies Cash paid to suppliers and Group companies Cash generated from/(utilised by) operations Interset and tax paid Cashflows (to)/from operating activities INVESTING ACTIVITIES Interest and dividend received Capital expenditure Investments in shares and loans (Acquisition)/Disposal of other investments Sale of property plant and equipment and investment properties Cashflows from/(to) investing activities FINANCING ACTIVITIES Proceeds from issue of shares Dividends paid Increase/(decrease) in borrowings Cashflows from (to) financing activities NET (DECREASE)/INCREASE IN CASH & CASH EQUIVALENTS
15,692 2,649 742 3,391 (1,148) 2,243 (586) 1,657 (223) 1,434 15.06 2.03
6,328 885 1,620 3,100 364 12,297 8,366 2,492 940 499 12,297
Annual Report
2009
32
MTLs Stadium Road Exchange in Blantyre handles much of the telecommunications countrys national and international
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2009
P R E S S C O R P O R AT I O N L I M I T E D Corporate Governance
BOARD OF DIRECTORS
The Board of Directors is responsible to the shareholders for setting the direction of the Group through the establishment of strategic objectives and key policies. The Board meets quarterly, settles the strategic mission and is responsible for the overall direction and control of the Group. At 31 December 2009 the Board consisted of six non-executive directors and two executive directors. The Chairman is a non-executive director and has a casting vote.
C O R P O R AT E G O V E R N A N C E
Press Trust and Old Mutual appoint six of the non-executive directors. These appointments are in accordance with the Companys Articles of Association. At 31 December 2009 Press Trust and Old Mutual own 44.47% and 12.27% respectively of the shares in the Company. Executive Directors are appointed by the whole Board from members of Executive Management who are currently engaged on thirty-six month service contracts with the Company. The corporate board is responsible to shareholders, but it proceeds mindful of the interests of the Groups staff, customers, suppliers and the communities in which the Group pursues its interests. The names of the executive and non-executive directors in office at 31 December 2009 and at the date of this report are set out on page 28.
P R I N C I P A L B O A R D C O MM I T T E E S A R E :
Audit Committee
The Committee currently comprises two non-executive directors and one non-board member and meets no less than twice in the year. The Group Chief Executive, the Group Financial Controller, and the Group Internal Audit Manager attend the meetings by invitation. The external auditors have access to this committee. It is currently chaired by Mr S A Itaye. In the year ended 31 December 2009 the committee met twice; in March and August.
2009
The committees principal functions are to review the annual and interim financial statements and accounting policies, the effectiveness of internal controls over management information and other systems of internal control, the preliminary reported financial information, and to discuss the auditors findings and recommendations. The external auditors are appointed each year based on recommendations of the audit committee, which is also responsible for fixing their remuneration. In addition, it reviews the corporations procedures and policies.
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P R E S S C O R P O R AT I O N L I M I T E D Corporate Governance
phase of an ambitious truck replacement programme in which 125 trucks are to be replaced over three years
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2009
P R E S S C O R P O R AT I O N L I M I T E D C h a i r m a n s S t a t e m e n t
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Annual Report
2009
P R E S S C O R P O R AT I O N L I M I T E D C h a i r m a n s S t a t e m e n t
of internal control. The directors report that that the Groups internal controls and systems of internal control are designed to provide reasonable but not absolute assurance, as to the integrity and reliability of financial statements and to safeguard, verify and maintain accountability of its assets and to detect and minimise fraud, potential liability, loss and material misstatement while complying with applicable laws and regulations. The systems of internal control are based on established organisational structures implemented by the Executive Committee together with written policies and procedures, including budgeting and forecasting disciplines and the comparison of actual results against these budgets and forecasts. The directors have satisfied themselves that these systems and procedures are implemented, maintained and monitored by appropriately trained personnel with proper segregation of authority, duties and reporting lines, and by comprehensive use of advanced computer hardware and software technologies. Employees are required to maintain the highest ethical standards in ensuring that business practices are conducted in a manner which in all reasonable circumstances is above reproach. The effectiveness of the systems of internal control in operation is monitored continually through reviews and reports from the head of the group internal audit department. In addition, the Groups external auditors review and test appropriate aspects of internal financial control systems during the course of their normal statutory audits of financial statements of the company and subsidiaries. A formal Limits of Authority is in place that specifically reserves certain matters for Board decision. During the year ended 31 December 2009, the Board of Directors approved a Share Trading Policy, an internal control mechanism to guard against insider trading by all employees including managers and directors.
Code of ethics
Press Corporation Limited and its subsidiaries are committed to a policy of fair dealing and integrity in the conduct of their businesses. This commitment is based on the fundamental belief that business should be conducted honestly, fairly and legally. The Board formally adopted a comprehensive code of ethics that is applied throughout the Group in the conduct of its affairs. This code provides a detailed guideline governing the all-important relationships between the various stakeholders and the communities in which the Group operates.
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