Integrated Annual Report 2015 1
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Seardel Integrated Annual Report 2015 1 INTEGRATED ANNUAL REPORT 2015 2 Seardel Integrated Annual Report 2015 SCOPE OF THE INTEGRATED REPORT AND ASSURANCE 1 OPERATING STRUCTURE 3 GROUP FINANCIAL AND PERFORMANCE HIGHLIGHTS 4 DIRECTORS’ PROFILE 6 ACTING CHIEF EXECUTIVE OFFICER’S report 8 OperationaL OVERVIEW 10 SHAREHOLDERS’ SNAPSHOT 18 CORPORATE GOVERNANCE 21 KING III 24 Report OF THE AUDIT COMMITTEE 26 REPORT OF THE REMUNERATION COMMITTEE 28 SOCIAL AND ETHICS COMMITTEE Report 32 SUSTAINABILITY REPORT 33 SUMMARISED AUDITED FINANCIAL RESULTS 40 DECLaration BY COMpany secretary 40 DIRECTORS’ REPORT 41 FINANCIAL STATEMENTS 44 NOTICE OF ANNUAL GENERAL MEETING 53 FORM OF PROXY 59 Corporate INFORMATION IBC Seardel Integrated Annual Report 2015 1 SCOPE OF THE INTEGRATED REPORT AND ASSURANCE Seardel Investment Corporation Limited (“Seardel”) proudly presents its Integrated Report. This provides a summary of the Group’s financial, social and environmental performance on matters material to the Group and those of interest to the Group’s key stakeholders for the financial year ended 31 March 2015. This summary of results includes an executive review of our The financial information extracted from the audited Seardel performance as published on the Securities Exchange News annual financial statement for the year ended 31 March 2015 has Service (“SENS”) on 21 May 2015 and in the Business Day on been correctly quoted in the Integrated Annual Report. 22 May 2015. The reporting principles which have been applied in this Integrated As a JSE-listed company the Group subscribes to the principles Annual Report are in accordance with International Financial of integrated reporting. These strive to provide insight into the Reporting Standards (“IFRS”), the Companies Act of South Africa business practices which have a material influence on the Group’s 2008 (as amended), the JSE Listings Requirements, King III and future sustainability. the guidance provided in the Integrated Reporting Committee BUSINESS PHILOSOPHY of South Africa’s Framework for integrated reporting and the Integrated Report Discussion Paper (framework) 2011. The board, Our approach is to create a long-term value proposition for our assisted by the audit and risk committee, is responsible for stakeholders through focused and ethical business management overseeing the integrity of the Integrated Report. of media-focused assets. Our mode of operating complies with legal and regulatory requirements with the aim to be good The directors confirm that they have collectively reviewed the corporate citizens, operating sustainable businesses in a dynamic content of the Integrated Report and believe it addresses the environment. In line with the requirements of the King Report material issues and is a fair representation of the integrated on Governance (“King III”), Seardel aims to enhance reporting performance of the Group. systems and measures so as to provide increased value-added information to stakeholders. ASSURANCE Assurance was provided for different aspects of our reporting from a variety of sources. These include: • The annual financial statements which have been audited by independent auditors, Grant Thornton Johannesburg Partnership. • The South African broad-based black economic empowerment information was verified by Empowerdex. • The sustainable development information for the Carbon Disclosure Project was compiled with the assistance of Environmental Resources Management (“ERM”). FORWARD-LOOKING STATEMENTS This report contains certain forward-looking statements which relate to the financial position and results of the operations of the Group and its underlying investments. These statements by their nature involve risk and uncertainty as they relate to events and depend on circumstances that may occur in the future. These forward-looking statements have not been reviewed or reported on by the Group’s independent auditors. The board approved this Integrated Annual Report on 19 August 2015. We welcome any feedback on the Integrated Report at [email protected] 2 Seardel Integrated Annual Report 2015 Seardel Integrated Annual Report 2015 3 e.tv BRO eSat.tv (“eNCA”) A Platco Digital (“OpenView HD”) DC Yired (“YFM”) AS Afrikaanse Satelliet Televisie TING Global Media Alliance Broadcasting Company eBotswana eAcademy OPERATING STRUCTURE Jacana Media Sabido CONTENT Mindset Television Investments Strika Entertainment Seardel Proprietary Crystal Brook Distribution Investment Limited Corporation TVPC Media (64%) Lalela Music Coleske Artists Afrikaans is Groot P ROPERTIE Sabido Properties Sasani Africa S A Learnthings Africa ND Silverline 360 fa Cape Town Film Studios CILITIE Dreamworld Management Company S 4 Seardel Integrated Annual Report 2015 Group FinanciaL and PerforMance HighLights PERFORMANCE HIGHLIGHTS Restated 2015 % Change 2014 Revenue R’000 2 398 385 96,0 1 223 603 EBITDA R’000 594 581 74,7 340 416 Profit before tax R’000 364 849 200,2 121 531 Headline earnings/(loss) R’000 169 378 (15 015,9) (1 077) Headline earnings per share Cents 4,11 (3 350,0) (0,12) Headline earnings per share – continuing operations Cents 3,92 (320,2) (1,78) Net asset carrying value per share Cents 141 (35,9) 220 SEVEN-YEAR REVIEW Restated Restated 2015 2014 2013 2012 2011 2010 2009 Headline earnings/(loss) – Per share (cents) 4,1 (0,1) 2,9 20,9 (3,5) (22,2) (45,6) – R’000 169 378 (1 077) 20 040 146 736 (24 752) (156 002) (201 920) Net asset carrying value per share after treasury shares (cents) 141 220 201 201 178 184 201 Dividend per share (cents) – – – – – – – Share price per share (cents) Ordinary shares – High 230 320 154 120 100 50 350 – Low 121 116 86 71 32 33 33 – At year-end 145 200 120 119 85 36 38 N ordinary shares – High 235 315 145 115 90 60 330 – Low 100 120 96 72 31 30 32 – At year-end 109 174 120 111 83 31 42 Shares in issue (net of treasury) (’000) – Average 4 123 996 884 013 685 310 703 398 702 946 702 946 443 253 – At year-end 4 318 212 1 186 936 682 892 703 711 702 946 702 946 702 946 Seardel Integrated Annual Report 2015 5 Headline earnings Net asset carrying value per share (R’000) (cents) 200 000 250 150 000 200 100 000 50 000 150 0 (50 000) 100 (100 000) (150 000) 50 (200 000) (250 000) 0 2009 2010 2011 2012 2013 2014 2015 2009 2010 2011 2012 2013 2014 2015 6 Seardel Integrated Annual Report 2015 DIRECTORS’ PROFILE JOHN ANTHONY COPELYN [65] KEVIN GOVENDER [44] ANTONIO SERGIO LEE [42] (Chairman) (Acting chief executive officer) (Financial director) BA Hons, BProc BCom Hons, BCompt Hons BCom (Acc), PGDA, CA (SA) Non-executive chairman Executive Executive John Copelyn joined Hosken Consolidated Kevin Govender is the acting chief executive Antonio Lee is the financial director of Investments Limited ("HCI") as chief officer of Seardel and Sabido. He joined HCI Seardel and chief financial officer of executive officer in 1997. From 1974 he in 1997 and was appointed to chief financial Sabido. He has over 15 years’ post was general secretary of various unions in officer in 2001. He also serves on the board article experience including 10 years’ the clothing and textiles industries before of Deneb. He was appointed to the Seardel experience in the media business. He becoming a member of parliament in 1994. board in October 2008. was appointed to the Seardel board in He is chairperson of Tsogo Sun Holdings December 2014. Limited (“Tsogo”), Deneb Investments Limited ("Deneb") and Niveus Investments Limited (“Niveus”). He was appointed to the Seardel board in May 2005. Seardel Integrated Annual Report 2015 7 LOGANATHAN GOVENDER [67] VELAPHI ELIAS MPHANDE [57] RACHEL WATSON [56] BCom, CTA, CA (SA) Elec Eng (Dip) Independent non-executive Lead independent non-executive Independent non-executive Loganathan Govender manages his Velaphi Mphande is a businessman. Rachel Watson has 33 years’ operational own auditing practice in Durban which He was employed as national organising experience within the clothing industry as is the oldest Black auditing practice secretary of the Southern African a trade union representative and national in South Africa. He also serves on the Clothing and Textile Workers Union, is the media officer. She currently holds a position board of Deneb. He was appointed to the chief executive officer of Vukani Gaming as station manager at a community Seardel board in April 2015 and serves and chairperson of Golden Arrow Bus broadcaster. She also serves on the boards on the audit and risk committee. Services. He is the lead independent of Deneb and HCI. She was appointed to the director for HCI and also serves on the Seardel board in August 2009 and serves on boards of Tsogo and Sabido. He was the audit and risk committee. appointed to the Seardel board in December 2014 and serves on the audit and risk committee. 8 Seardel Integrated Annual Report 2015 acting Chief EXecutiVE Officer’S report The Group reports income attributable to ordinary shareholders of R152,7 million and total comprehensive income of R174,9 million for the year ended 31 March 2015. The results are not comparable with the prior year as the previous year only accounted for the inclusion of the media assets from 1 October 2013. The industrial assets were unbundled and separately listed under Deneb Investments Limited ("Deneb") on 1 December 2014 and have been shown as discontinued operations in the financial statements, leaving only the media assets as the reporting activities for this financial year. Group turnover for the year was R2,396 billion. The 2015 fiscal In the last month of the financial year we launched a new, prime was the most difficult in the last 12 years for the media division. time schedule which has been constantly updated, refreshed This was predominantly driven by the general economic climate for and promoted. We saw a turn in ratings which has continued to e.tv attributable to a range of factors.