Annual Report
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Indorama Ventures Annual Report ANNUAL REPORT 2016 INDORAMA VENTURES PUBLIC COMPANY LIMITED 2016 ANNUAL REPORT INDORAMA VENTURES PUBLIC COMPANY 2016 TO BE A WORLD-CLASS CHEMICAL COMPANY MAKING GREAT PRODUCTS FOR SOCIETY. INDORAMA VENTURES PUBLIC COMPANY LIMITED 75/102 Ocean Tower 2, 37th Floor, Soi Sukhumvit 19 (Wattana), Bangkok 10110, Thailand Telephone: +662 661 6661 Fax: +662 661 6664-5 This annual report is printed on paper that requires 50% fewer trees to produce www.indoramaventures.com than narmal paper. All the texl is printed using natural say ink. www.indoramaventures.com This annual report is printed on paper that requires 50% fewer trees to produce than normal paper. All the text is printed using natural soy ink. VISION MISSION VALUES Industry Leading R&D Our world-class research facilities are led by the best teams in the industry, enabling IVL to continuously innovate to provide solutions today to tomorrow’s questions. Vision Mission To be a world-class chemical company making We commit to be a responsible industry leader great products for society. leveraging on the excellence of our people, processes, and technologies to create value for our stakeholders. Values The customer is why we exist. Diversity is our strength. We measure ourselves by our customers’ success. As a global company we value the variety of Through unparalleled innovation and attention knowledge, perspectives and experiences in our to quality we aim to exceed their expectations. organization, and draw strength from these to fuel our competitiveness. Our people make the difference. We are responsible. A company is its people and people provide the In our pursuit of business growth and profitability competitive advantage. We respect every voice we do things the right way- economically, socially, and rely on one another to grow. and environmentally. We see change as an opportunity. The business landscape is constantly evolving. We embrace the challenges of change to be world-class and maintain our differentiation. CONTENTS Vision & Mision 3 Performance Highlights 7 Financial Highlights 9 Message from The Chairman 14 Message from the Group CEO 18 IVL Group Corporate Structure 22 General Information 25 Investments of the Company 28 Board of Directors 40 Management Structure 56 Major Shareholders 60 IVL Global Awards 2016 62 Strategy and Overview Business Operation 65 Nature of Business 82 Management Discussion and Analysis 96 Risk Factors 112 121 Internal Control and Risk Management 125 Connected Transactions 128 Dividend Policy 130 Corporate Governance Report 2016 161 Corporate Social Responsibility and Sustainability 166 Report of the Audit Committee for the Year 2016 168 The Sustainability Committee Report of IVL 170 Report of the Nomination, Compensation and Corporate Governance Committee for the Year 2016 172 Report of the Board of Directors's Responsibilities for the Financial Statements 173 Independent Auditor's Report and Financial Statement HIGHLIGHTS 6 Indorama Ventures Public Company Limited PERFORMANCE HIGHLIGHTS Baht Million 2014 (R)(3) 2015 2016 Total Production (in ‘000 tons) 6,249 7,024 8,729 (1) Consolidated financials are based upon elimination of intra-company (or intra business (1) Consolidated Sales 243,907 234,698 254,620 segment) transactions. PET 145,121 131,834 134,990 (2) Core EBITDA is Consolidated EBITDA less Inventory gain/(loss). Segments total may not Fibers 70,274 73,219 73,291 match to IVL due to holdings segment. (3) Periods with Restated or (R) are restated Feedstock 64,477 59,960 93,771 numbers as per the adoption of new and revised TFRS. (2)Core EBITDA 18,458 21,958 27,366 PET 8,504 8,477 10,104 Fibers 4,021 6,691 7,246 Feedstock 6,131 6,741 9,563 Core EBIT 10,560 12,633 16,304 Reported Profit before Tax 3,586 8,516 18,633 Reported Net profit after tax and NCI 1,675 6,609 16,197 Reported EPS after PERP Interest 0.31 1.15 3.15 Dividend Per Share (Announced) 0.38 0.48 0.66 Net Operating Debt to Equity 0.78 0.81 0.88 Baht Million 2014(R) 2015 2016 Core Net Profit after Tax and NCI 3,841 6,156 9,653 Inventory gain (loss) (2,499) (2,553) 261 Total tax on Inventory gain/(loss) 391 593 (56) Net profit, before extraordinary items 1,733 4,197 9,858 Add: Non Operational/Extraordinary (58) 2,413 6,339 income/(expense) *A gain on bargain purchase needs to be accounted for on completion of any acquisition Acquisition cost & pre-operative expense (126) (166) (186) under Thai Accounting Standards. Impairments include extraordinary expenses in 2015 on Gain on Bargain Purchases, impairments 506 2,628 6,022 provision of expenses made to develop and feasibility study (Net)* Aromatics complex with JV partner in Abu Dhabi, which IVL exited in year 2015. IVL booked Other Extraordinary Income/(Expense) (438) (50) 504 THB 432.9 million as income on account of commercial settlement between the parties in = Net profit after tax and NCI 1,675 6,609 16,197 HIGHLIGHTS 2016. 7 Indorama Ventures Public Company Limited PERFORMANCE CHARTS 254,620 27,366 243,907 234,698 21,958 18,458 (Baht Million) (Baht Million) 2014 2015 2016 2014 2015 2016 Net Sales Core EBITDA 0.66 0.48 0.38 9,653 0.88 (Baht) 0.81 0.78 6,156 2014 2015 2016 Dividend Per Share (Announced) (Time) 3,841 (Baht Million) 2014 (R) 2015 2016 2014 (R) 2015 2016 Core Net Profit after Tax and NCI Net Operating Debt to Equity 8 Indorama Ventures Public Company Limited FINANCIAL HIGHLIGHTS The following table sets forth summary of the consolidated financial statements of Indorama Ventures Public Company Limited from 2014 to 2016 Statements of Financial Position (Consolidated Financial Statements) As of December 31 Unit: Baht million 2014 % 2015 % 2016 % Restated Assets Current assets Cash and cash equivalents 5,339.1 2.7 3,232.5 1.5 4,025.6 1.6 Current investments 5,182.3 2.7 451.8 0.2 114.7 0.0 Trade accounts receivable 26,203.0 13.5 27,499.6 12.4 31,085.5 12.0 Short-term loans to related parties 75.1 0.0 265.6 0.1 434.2 0.2 Inventories 29,141.1 15.0 31,785.6 14.3 40,458.9 15.7 Other current assets 6,239.6 3.2 7,313.2 3.3 8,376.4 3.2 Total current assets 72,180.2 37.1 70,548.2 31.8 84,495.3 32.7 Non-current assets Investments in joint ventures 1,941.9 1.0 1,962.4 0.9 5,529.8 2.1 Other long-term investments 104.7 0.1 119.6 0.1 90.0 0.0 Long-term loans to related parties 164.1 0.1 165.4 0.1 127.0 0.0 Property, plant and equipment 97,822.5 50.3 120,365.6 54.3 136,860.3 53.0 Goodwill 8,054.8 4.1 9,788.6 4.4 9,654.8 3.7 Other intangible assets 11,126.9 5.7 13,581.2 6.1 17,602.2 6.8 Deferred tax assets 1,229.0 0.6 2,686.8 1.2 2,233.5 0.9 Other non-current assets 1,909.6 1.0 2,422.9 1.1 1,787.5 0.7 Total non-current assets 122,353.5 62.9 151,092.4 68.2 173,885.2 67.3 Total assets 194,533.7 100.0 221,640.6 100.0 258,380.5 100.0 Liabilities and equity Current liabilities Bank overdrafts and short-term loans from financial institutions 8,581.0 4.4 12,115.0 5.5 9,205.6 3.6 Trade accounts payable 27,764.2 14.3 31,149.0 14.1 37,316.1 14.4 Short-term loans from related party - 0.0 - 0.0 19.2 0.0 Current portion of long-term loans from financial institutions 4,426.2 2.3 2,118.2 1.0 4,403.6 1.7 Current portion of debentures - 0.0 2,898.0 1.3 5,499.3 2.1 Current portion of finance lease liabilities 8.3 0.0 8.4 0.0 7.6 0.0 Income tax payable 854.3 0.4 1,162.7 0.5 1,189.9 0.5 Other current liabilities 6,431.6 3.3 7,931.9 3.6 8,220.1 3.2 Total current liabilities 48,065.7 24.7 57,383.2 25.9 65,861.5 25.5 9 Indorama Ventures Public Company Limited As of December 31 Unit: Baht million 2014 % 2015 % 2016 % Restated Non-current liabilities Long-term loans from financial institutions 32,757.6 16.8 34,140.3 15.4 51,167.9 19.8 Debentures 27,499.0 14.1 32,310.0 14.6 31,789.8 12.3 Finance lease liabilities 21.4 0.0 16.4 0.0 12.4 0.0 Deferred tax liabilities 8,881.2 4.6 11,223.1 5.1 14,796.0 5.7 Employee benefit obligations 1,755.0 0.9 1,795.5 0.8 2,027.8 0.8 Other non-current liabilities 944.2 0.5 1,819.3 0.8 910.0 0.4 Total non-current liabilities 71,858.3 36.9 81,304.5 36.7 100,704.0 39.0 Total liabilities 119,924.1 61.6 138,687.7 62.6 166,565.5 64.5 Equity Share capital Authorised share capital 5,666.0 2.9 5,666.0 2.6 5,666.0 2.2 Issued and paid-up share capital 4,814.3 2.5 4,814.3 2.2 4,814.3 1.9 Additional paid in capital: Share premium 29,774.6 15.3 29,775.1 13.4 29,775.1 11.5 Unrealised surpluses (deficits) Hedging reserve (37.4) (0.0) (61.8) (0.0) (52.4) (0.0) Currency translation differences 955.5 0.5 4,658.7 2.1 1,491.2 0.6 Excess of cost over book value of acquired subsidiaries (3,300.2) (1.7) (3,290.8) (1.5) (3,290.8) (1.3) Differences arising from common control transactions (1,235.6) (0.6) (1,235.6) (0.6) (1,235.6) (0.5) Retained earnings Appropriated Legal reserve 1,834.7 0.9 1,989.9 0.9 2,327.1 0.9 Unappropriated 24,873.5 12.8 28,301.3 12.8 40,352.4 15.6 Equity attributable to shareholders 57,679.4 29.7 64,951.2 29.3 74,181.3 28.7 Subordinated perpetual debentures 14,874.1 7.6 14,874.1 6.7 14,874.1 5.8 Equity attributable to equity holders 72,553.4 37.3 79,825.2 36.0 89,055.4 34.5 Non-controlling interests 2,056.2 1.1 3,127.7 1.4 2,759.6 1.1 Total equity 74,609.6 38.4 82,953.0 37.4 91,814.9 35.5 Total liabilities and equity 194,533.7 100.0 221,640.6 100.0 258,380.5 100.0 10 Indorama Ventures Public Company Limited Statements of Income (Consolidated Financial Statements) For the year ended December 31 Unit: Baht million 2014 % 2015 % 2016 % Restated Income Revenue from sale of goods 243,907.2 100.0 234,697.9 100.0 254,619.5 100.0 Net foreign exchange gain 375.4 0.2 48.5 0.0 543.1 0.2 Interest