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Sameer Africa 2014 Annual Report Final.Indd 1 Integrated Annual Report and Financial Statements for the year ended 31 December 2014 2 Integrated Annual Report and Financial Statements for the year ended 31 December 2014 3 Integrated Annual Report and Financial Statements for the year ended 31 December 2014 4 Integrated Annual Report and Financial Statements for the year ended 31 December 2014 Corporate Information Registered Office LR No. 12081/9 & Principal Place Mombasa Road of Business PO Box 30429 00100 Nairobi GPO. Company Secretary Edgar Jumba Imbamba P.O. Box 30429, 00100 Nairobi GPO. Share Registrars Custody & Registrars Services Limited Bruce House, 6th fl oor, Standard Street, P. O. Box 8484, 00100 Nairobi GPO. Principal Bankers NIC Bank Limited, NIC House, Masaba Road, off Uhuru highway, P.O.Box 44599, 00100 Nairobi GPO. Standard Chartered Bank Kenya Limited, 48, Westlands Road, P.O. Box, 30003, 00100, Nairobi GPO. CfC Stanbic Bank Limited CfC Stanbic Centre Chiromo Road, Westlands P.O. Box 72833, 00200 Nairobi Principal Advocates Kipkorir, Titoo & Kiara, Posta Sacco Plaza, PO Box 10176 00100 Nairobi GPO. Waruhiu K’owade and Nganga Advocates, Taj Towers, 4th Floor, Wing B, Upperhill Road, P.O. BOX 47122, 00100 Nairobi GPO. Auditors KPMG Kenya, Certifi ed Public Accountants, ABC Towers, 8th Floor, Waiyaki Way, PO Box 40612, 00100 Nairobi GPO. 5 Integrated Annual Report and Financial Statements for the year ended 31 December 2014 185/70R14 6 Integrated Annual Report and Financial Statements for the year ended 31 December 2014 Contents SECTION – 1: OVERVIEW PAGE 1.1 Report of the Directors 10 - 11 1.2 Repoti ya Wakurugenzi 12 - 13 1.3 Investor proposition 14 1.4 Performance highlights 15 1.5 Group fi ve year performance 16 1.6 Wealth creation 17 1.7 Chairman’s statement 18 -20 1.8 Taarifa ya Mwenyekiti 21 - 23 SECTION – 2: STRATEGIC REPORT 2.1 Managing Director’s report 26 - 29 2.2 Ripoti ya Mkurugenzi Mkuu 30 - 34 2.3 Organisational review and business model 35 - 39 2.4 Operating context and risk management 40 - 49 2.5 Strategic review 50 - 56 2.6 Performance review 57 - 67 SECTION – 3: GOVERNANCE AND REMUNERATION 3.1 Board of Directors 70 - 73 3.2 Executive Committee 74 - 77 3.3 Chairman’s governance statement 78 3.4 Governance report 79 - 84 3.5 Audit, risk and corporate governance committee report 85 - 88 3.6 Directors’ remuneration report 89 - 95 SECTION 4: FINANCIAL STATEMENTS Statement of Directors’ responsibilities 98 Report of the Independent Auditors 99 Consolidated Statement of Profi t or Loss and Other Comprehensive Income 100 Company Statement of Profi t or Loss and Other Comprehensive Income 101 Consolidated Statement of Financial Position 102 Company Statement of Financial Position 103 Consolidated Statement of Changes in Equity 104 Company Statement of Changes in Equity 105 Consolidated Statement of Cash Flows 106 Company Statement of Cash Flows 107 Notes to the fi nancial statements 108 - 162 SECTION 5: OTHER RELEVANT INFORMATION Notice of the 46th Annual General Meeting 166 - 167 Ilani ya Mkutano Mkuu wa 46 wa Kila Mwaka 168 - 169 Form of proxy 171 - 172 Sameer Africa sales depot contacts 174 Yana Tyre Centre locations and addresses 175 7 Integrated Annual Report and Financial Statements for the year ended 31 December 2014 8 Integrated Annual Report and Financial Statements for the year ended 31 December 2014 Contents SECTION – 1: OVERVIEW PAGE 1.1 Report of the Directors 10 -11 1.2 Ripoti ya Wakurugenzi 12 - 13 1.3 Investor proposition 14 1.4 Performance highlights 15 1.5 Group fi ve year performance 16 1.6 Wealth creation 17 1.7 Chairman’s statement 18 - 20 1.8 Taarifa ya Mwenyekiti 21 - 23 9 Integrated Annual Report and Financial Statements for the year ended 31 December 2014 1.1 Report of the Directors The Directors have pleasure in presenting their integrated annual report together with the audited fi nancial statements for the year ended 31 December 2014. About this report Our 2014 integrated annual report and audited fi nancial statements for the year ended 31 December 2014, is made up of the following three volumes: • The 2014 integrated annual report, through which we aim to provide stakeholders with a greater understanding of the Group’s strategy and business model and its material economic, social and environmental impacts. It also examines the integrated nature of our operational, fi nancial and sustainability performance; • The audited fi nancial statements for the year ended 31 December 2014, which discloses the state of aff airs of the Group and the Company and fulfi ls our statutory fi nancial reporting requirements; and • Other relevant corporate information. We have embraced integrated reporting and view it as a philosophy rather than a set of prescriptive principles. This enables us to demonstrate to stakeholders, in our own way, how we create and sustain value and work towards ensuring the long term viability of Sameer Africa Limited and its subsidiaries (the Group). Throughout this report we have attempted to demonstrate the relationship between our strategy, performance, targets, remuneration and prospects and how these factors lead to wealth creation. Assurance on the audited fi nancial statements for the year ended 31 December 2014, has been provided by the external auditors, KPMG Kenya, as confi rmed in the independent auditors report on page 99. The contents of the integrated annual report have not been externally assured. Forward-looking statements The integrated annual report includes forward-looking statements which relate to the possible future fi nancial position and results of the Group’s operations. These statements, by their nature, involve risk and uncertainty, as they relate to events and depend upon circumstances that may or may not occur in the future. Factors that could cause actual future results to diff er materially from those in the forward-looking statements include, but are not limited to, changes in (a) global and national economic conditions, (b) our trading environment, (c) future strategies as contained in our strategic priorities and plans included in the strategic trends, (d) interest rates, (e) credit conditions and the associated risks of lending, (f) actual cash collections, (g) inventory levels, (h) gross and operating margins, (i) capital management, and (j) competitive and regulatory factors. The Group does not undertake to update or revise any of these forward-looking statements publicly, whether to refl ect new information or future events or otherwise. The forward-looking statements have not been reviewed or reported upon by the Group’s external auditors. Principal activities The principal activities of the Group are the manufacture, importation and sale of tyres and related products and services and the letting of investment properties. Results The results for the year are as set out below; Group Company 2014 2013 2014 2013 Kshs’000 Kshs’000 Kshs’000 Kshs’000 (Loss)/profi t before income tax (69,457) 456,521 (106,961) 534,297 Income tax credit / (expense) 2,528 (55,332) 21,644 (26,052) (Loss)/profi t for the year (66,929) 401,189 (85,317) 508,245 10 Integrated Annual Report and Financial Statements for the year ended 31 December 2014 1.1 Report of the Directors (Continued) Dividend The Directors do not recommend the payment of a dividend (2013 – Kshs 0.30 per share). Directors The Directors who held offi ce during the year and to the date of this report were: Eng. E. Mwongera Chairman A. Walmsley* Managing Director S.M. Githiga P. Gitonga A.H. Butt S. N. Merali * South African Auditors The auditors, KPMG Kenya, continue in offi ce in accordance with Section 159(2) of the Companies Act (Cap. 486). Approval of the 2014 integrated annual report and fi nancial statements The Directors confi rm that they have collectively assessed the contents of the integrated annual report and believe it addresses the Group’s material issues and risks and is a fair representation of the integrated performance of the Group. The audit, risk and corporate governance committee, which has oversight responsibility for the integrated annual report, recommended the report for approval by the board of directors. The board has therefore, approved the 2014 integrated annual report for release to shareholders. The fi nancial statements were approved at a meeting of the directors held on 25 March 2015. By order of the board Edgar J. Imbamba Company Secretary Date: 25 March 2015 11 Integrated Annual Report and Financial Statements for the year ended 31 December 2014 1.2 Ripoti ya Wakurugenzi Wakurugenzi wanafuraha kuwasilisha ripoti yao jumuishi ya mwaka pamoja na taarifa za kifedha zilizokaguliwa za mwaka ulioishia 31 Desemba 2014. Kuhusu ripoti hii Ripoti yetu jumuishi ya mwaka, ya mwaka 2014 na taarifa za kifedha zilizokaguliwa za mwaka ulioishia 31 Desemba 2014, ina sehemu tatu: • Kupitia ripoti yetu jumuishi ya mwaka, ya mwaka 2014, tunalenga kuwapa washika dau ufahamu mpana wa mkakati wa kundi na mtindo wa biashara na athari zake muhimu kiuchumi, kijamii na kimazingira, pia kutahini asili ya ujumuishi wa utendaji wetu kiuendeshaji, kifedha, na kiendelevu. • Taarifa za kifedha zilizokaguliwa za mwaka ulioishia 31 Desemba 2014, ambazo zinaweka wazi hali ya mambo ya kundi na kampuni na zinatimiza wajibu wetu wa kisheria wa kuripoti kuhusu fedha. • Habari nyingine za shirika Tumekubali utumizi wa ripoti jumuishi na tunaiona kama ni falsafa wala hatuioni kuwa ni vifungu tu vya utimizaji masharti ya kanuni. Hili linatuwezesha kuwadhihirishia washika dau wetu, kwa namna yetu wenyewe, vipi tunavyojenga na kuendeleza thamani na pia vipi tunajitahidi ili kuhakikisha uwezo wa Sameer Africa na kampuni zake tanzu (Kundi) unaendelea kwa muda mrefu. Katika ripoti hii nzima tumejaribu kudhihirisha uhusiano kati ya mkakati wetu, utendaji, malengo, mishahara na matarajio na vipi mambo haya yanapelekea katika utengezaji wa mali.
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