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Royalty to the Government of Jordan His Majesty King Abdullah II Bin Al Hussein His Royal Highness Crown Prince Al Hussein Bin Abdullah II 4 Annual Report 2019 SIXTY-THREE ANNUAL REPORT Of the Board of Directors and the consolidated financial statements of the Company for the year ended 31 December 2019, presented at the Ordinary General Assembly Meeting held at 10:00 morning on Monday June 15, 2020AD, Shawwal 23, 1441 H. by visual and electronic communication technology. Annual Report 2019 5 TABLE OF CONTENTS APC in a Glance 2019 7 Message from the Chairman 10 Arab Potash Company Strategic Plan 14 Ambition Statements / Values 15 Our vision 16 Our Mission 17 Message from the President and CEO 18 Strategic themes and Objectives 20 STRATEGIC REPORT 23 Board of Directors Report 24 1. Company Activities 25 A. Number of employees by geographic location 25 B. Capital Investment 25 2. Subsidiary and Affiliate Companies 26 A. Subsidiaries 26 B. Affiliates 26 3. Board of Directors 27 A. Board of Directors 27 B. Biography of Board Members 29 C. Secretary of the Board 38 4. Members of the Executive Management 39 A. Members of the Executive Management 39 B. Biography of Executive Management 40 5. Major Shareholders 44 2019 Occupational Health, Safety and Environment Performance 46 Production 50 Sales and Marketing 53 The International Scene 54 World Potash Production 56 World Potash Deliveries and Demand 58 Prices 62 Developments in APC’s main markets 63 APC Sales and Marketing 69 Shipping and Logistics 72 International Activities and Promotion 73 Compliance with National and International Quality Standards 74 6. Company’s Dependence on a Local or Foreign Supplier or Customer 77 7. Government Protection or Concessions to the Company or its Products 77 8. Decisions by the Government or International Organizations that had a Material Effect on 77 the Operations of the Company or Its Competitiveness 9. Organizational Structure 78 A. Organizational Charts 78 B. Number and Qualifications of Company and Affiliates Companies Employees 80 C. Training Courses for APC Employees 80 D. Other Benefits and Housing 81 10 Risk Management 81 11. APC’s Main Achievements in 2019 82 12. Financial Impact of Non-Recurring Activities that Occurred during the Financial Year and 82 are Not Part of the Company’s Core Activity 13. Trend of Major Financial Indicators for the Period 2014 - 2018 in Thousand JOD except 83 Financial Ratios, Share Data, Production and Sales 6 Annual Report 2019 14 Financial Performance Analysis 84 A. Property, Plant and Equipment 84 B. Inventory 84 C. Investments 84 D. Loans 84 E. Sales Revenues 84 F. Gross Cost (JOD million) 85 G. Profits 85 H. Shareholders’ Equity 85 15. Future Plan 85 16. Auditors’, Legal and Consultants’ Fees for the Company and Subsidiaries’ External 88 Auditor’s Fees 17. Number of Shares Held by Members of the Board of Directors and Executive Management 89 A. Shares owned by Members of the Board of Directors 89 B. Shares Owned by Members of the Executive Management 90 18. Shares Owned by Insiders 90 19. Shares Owned by Relatives of Members of the Board of Directors and Executive 90 Management A. Relatives of Members of the Board of Directors 90 B. Relatives of Executive Management 90 20. Compensations and Benefits 91 A. Compensations and Benefits to Members of the Board of Directors (JOD) 91 B. Compensations and Benefits to the Members of the Executive Management 92 21. Summary of the Arab Potash Company’s Donations in Jordan Dinars during the years 93 2015 – 2019 22. The contracts, projects, and commitments that the company has with the affiliated or 94 subsidiary companies, Chairman of the Board, Board Members, CEO, or any employee of the company or their relatives 23. APC Contributions to the Protection of the Environment and Local Communities 94 A. APC Contributions to the Protection of the Environment 94 B. APC Contributions to Community Service 95 24. General Assembly Meetings 95 25. Declarations and Recommendations 96 A. Declarations of the Board of Directors 96 B. Recommendations 97 CORPORATE GOVERNANCE REPORT 99 1. Introduction 100 2. Board Composition 101 3. Responsibilities of the Board Of Directors 103 4. Meetings of the Board of Directors 105 5. APC Board Members’ Membership in Other Public Shareholding Companies 107 6. Executive Management Team 107 7. Standing and Additional Board Committees 107 A. Audit Committee 108 B. Nomination and Remuneration Committee 113 C. Risk Management Committee 114 D. Corporate Governance Committee 116 E. Social Responsibility and Donations Committee 118 F . The Tenders Committee 119 8. General Assembly Meetings 119 9. Rights of Stakeholders and General Rights of Shareholders 120 A. General Shareholders Rights 120 B. Powers of the General Assembly 120 10. Disclosure and Transparency 121 11. External Auditor 121 12. Related Party Transactions 122 CONSOLIDATED FINANCIAL STATEMENTS 123 Annual Report 2019 7 APC IN A GLANCE 2019 8 Annual Report 2019 Net Consolidated Profits Total Production Total Sales Volume 151.7 Volume Million JOD 2.408 With Growth of 2.486 Million tons 21% Million tons Operating Profits Net Consolidated Corporate Social Revenues Responsibility 150.5 Spending Million JOD 504.6 with Growth of Million JOD with 11.3 Growth of Million JOD 42% 4.5% Share of Profits of Associated Companies 1 Total Production Million Work Hours 52.3 Volume of Red Without Lost Million JOD Granular Potash Time Injuries in 2019 With Growth of 70 50% Thousand tons Shareholders’ Equity Total Assets 0.30 891.7 1.09 Accident Per With Growth of Billion JOD with 200 Growth of Thousand Work Hours 5.5% Annual Lost Time 7.8% Injury Frequency Rate of Accidents Annual Report 2019 9 Net Consolidated Profits Total Production Total Sales Volume 151.7 Volume Million JOD 2.408 With Growth of 2.486 Million tons 21% Million tons Operating Profits Net Consolidated Corporate Social Revenues Responsibility 150.5 Spending Million JOD 504.6 with Growth of Million JOD with 11.3 Growth of Million JOD 42% 4.5% Share of Profits of Associated Companies 1 Total Production Million Work Hours 52.3 Volume of Red Without Lost Million JOD Granular Potash Time Injuries in 2019 With Growth of 70 50% Thousand tons Shareholders’ Equity Total Assets 0.30 891.7 1.09 Accident Per With Growth of Billion JOD with 200 Growth of Thousand Work Hours 5.5% Annual Lost Time 7.8% Injury Frequency Rate of Accidents 10 Annual Report 2019 MESSAGE FROM THE CHAIRMAN Esteemed Shareholders, It is my greatest pleasure to welcome you to the Annual General Assembly Meeting of the Arab Potash Company (APC) to celebrate our exquisite achievements in 2019, strengthening and deepening the company’s leading position as one of the largest mining companies in the world. APC’s positive financial results and excellent performance in these past years confirm not only the success of the company’s business, but also reinforces the deeply instilled conviction in us all, that the Arab Potash Company is the pillar of national economy and an exemplary, a rare model of Arab cooperation. APC underwent several internal and external developments in the past year, which has strengthened its ability to meet its commitments towards its clients, investors and employees, thanks to our business assessment-based strategy. This approach enabled us to understand and prepare for all emergent variables, through continuous renewal, diversification and innovation, which has helped us retain a high level of continuous dynamicity and flexibility. Among the positive developments underwent by the Arab Potash Company is Dr Maen Nsour’s appointment as the company CEO last April. Dr Nsour is one of the most qualified and notable professionals in the field, and I am completely confident that Dr Nsour’s vision is aligned with our goals and objectives at the Board of Directors, aiming to always be among the leaders in the mining industry with our distinguished investments and operational performance. The Executive Management, with the support and guidance of the Board of Directors, successfully delivered unprecedented achievements in terms of output quantities, cost control and the handling of delicate issues affecting the company’s operations. Boosting potash sales is only one of those achievements that required a high flexibility by APC’s qualified and experienced teams. In terms of the company’s profitability, the efforts of the Board of Directors and Executive Management reflected positively on APC’s profits, despite the decline in global potash prices, due to the drop in global demand and the excess in potash productions, driven by various factors. Nonetheless, the company was able to achieve growth in its net profits, up (21%) from 2018. Annual Report 2019 11 “Looking Onwards with Confidence” Distinctively, the profits attained came from diverse sources. Some came from the company’s operational processes, namely the production of potash, while other portions of the profit came from the contributions of affiliate and subsidiary companies that produce specialized fertilizers, such as the Potassium Nitrate Fertilizer, and chemical products such as Bromine. This versatility is an embodiment of the APC strategy to diversify its products, which fortifies the company against the risks resulting from shifts in global and fertilizer prices. In light of the variables surrounding the company, it was necessary that the Board of Directors sets up a strategic plan to serve as a roadmap for determining future directions. This plan, prepared by a consulting company, under the supervision of the Executive Management and in cooperation with various company teams, aims at retaining APC’s exquisite performance and maintaining the achievement of high growth figures, through reinforcing APC’s competitive advantage worldwide. Following are the three axes of this plan: 1- Strengthen APC’s foundations through expanding production and achieving cost optimization.
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