Annual Report 2017 English.Pdf
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His Majesty King Abdullah II Bin Al Hussein His Royal Highness Crown Prince Al Hussein Bin Abdullah II 4 Annual Report 2017 SIXTY-ONE ANNUAL REPORT Of the Board of Directors and the consolidated financial statements of the Company for the year ended 31 December 2017, presented at the Ordinary General Assembly Meeting in Amman at 10:00 morning on Wednesday 25 April 2018 AD, 09 Sha’aban 1439 H. Annual Report 2017 5 TABLE OF CONTENTS STRATEGIC REPORT 9 Message from the Chairman 10 APC Performance in 2017 14 Safety & Environment 18 Production 22 Sales & Marketing 24 Compliance with National and International Quality Standards 26 APC Corporate Social Responsibility (CSR) 28 Board of Directors Report (According to the Requirements of the Jordan Securities 30 Commission) 1. Company Activities 31 A. Number of employees by geographic location 31 B. Capital Investment 31 2. Subsidiary and Affiliate Companies 32 A. Subsidiaries 32 B. Affiliates 32 3. Board of Directors 34 A. Members of the Board of Directors 34 B. Biography of the Members of the Board of Directors 35 4. Executive Management 43 A. Members of the Executive Management 43 B. Biography of Members of the Executive Management 44 5. Major Shareholders 47 6. Competitive Position within Sector 48 A. The International Scene 48 B. World Potash Production 49 C. Potash Deliveries and Demand 50 D. Prices 52 E. Developments in APC’s main markets 53 F. APC Sales and Marketing 55 G. Shipping and Logistics 58 H. International Activities and Promotion 59 7. Company’s Dependence on a Local or Foreign Supplier or Customers 59 8. Government Protection or Concessions to the Company or its Products 59 9. Decisions by the Government or International Organizations that had a Material Effect 59 on the Operations of the Company or Its Competitiveness 10. Organizational Structure 60 A. Organizational Charts 60 B. Number and Qualifications of Company Employees 61 C. Training Courses for APC Employees 62 D. Other Benefits and Housing 62 11. Risk Management Structure 63 12. APC’s Main Achievements in 2017 64 13. Financial Impact of Non-Recurring Activities that Occurred during the Financial 64 Year and are Not Part of the Company’s Core Activities 14. Trend of Major Financial Indicators for the Period 2013 - 2017 in Thousands of 65 JODs except Financial Ratios, Share Data, Production and Sales 6 Annual Report 2017 15. Financial Performance Analysis 66 A. Property, Plant and Equipment 66 B. Inventory 66 C. Investments 66 D. Loans 66 E. Revenues from Sales 66 F. Gross Cost (JOD million) 66 G. Profits 67 H. Shareholders’ Equity 67 16. Future Plans 67 17. Auditing Fees and Legal and Professional Consulting Fees for the Company and the 69 Subsidiary Companies: A. External Auditing Fees and Professional Consulting Fees for the Company and the 69 Subsidiary Companies B. Internal Auditing Fees and Professional Consulting Fees for the Company and the 69 Subsidiary Companies C. Legal Fees 69 18. Number of shares owned by members of the Board of Directors and Executive 70 Management A. Number of Shares owned by Members of the Board of Directors 70 B. Number of Shares owned by Members of Executive Management 71 19. Number of shares owned by Directors 71 20. Shares Owned by Relatives of Members of the Board of Directors and Executive 71 Management A. Relatives of Board Members 71 B. Relatives of Executive Management Members 71 21. Compensations and Benefits 72 A. Compensations and Benefits to Chairman and Members of the Board of Directors 72 B. Compensations and Benefits to Members of Executive Management 73 22. Summary of the Arab Potash Company’s Donations during the years 2013-2017 74 23. APC Contributions to the Protection of the Environment and Local Communities 76 A. APC Contributions to the Protection of the Environment 76 B. APC Contributions to Community Service 76 24. General Assembly Meetings 77 25. Related Party Transactions 77 26. Declarations and Recommendations 79 CORPORATE GOVERNANCE REPORT 83 1. Introduction 84 2. Formation and Responsibilities of the Board of Directors 85 A. Board Formation 85 B. Responsibilities of the Board 85 3. Board of Directors Members (Dependent/Not Independent & Juristic/Natural) 86 4. The Executive Management Positions and the Members Who Occupy it 88 5. Statement of APC’s Board Members’ membership in other public shareholding 88 companies 6. Standing Board of Directors Committees 89 A. Audit Committee 89 B. Risk Management Committee 91 C. Nomination and Remuneration Committee 93 D. Corporate Governance Committee 94 7. Transparency and Disclosure 95 8. Stakeholders Rights and the General Rights of Shareholders 95 9. Transactions of Related Parties 95 CONSOLIDATED FINANCIAL STATEMENTS 97 Annual Report 2017 7 8 Annual Report 2017 Annual Report 2017 9 STRATEGIC REPORT 10 Annual Report 2017 MESSAGE FROM THE CHAIRMAN Message from the Chairman Operationally, the first priority of APC continues to be the safety and wellbeing of its employees, and through using the annual lost time injury frequency rates of In the name of God the Compassionate the Merciful accidents frequency as a benchmark in 2017; the rate was 0.66 accidents per 200 thousand work hours for The Members of the Board of Directors and the Executive person compared to 0.71 in 2016. Management of the Arab Potash Company (APC) and I are delighted and honored to submit to you the 61st APC also succeeded in optimizing and lowering its annual report for the year 2017 on the operations of the production costs per ton, which decreased by 10%. The Arab Potash Company (APC), including its consolidated largest savings were related to energy and the use of financial statements for the year ended 31/12/2017. natural gas instead of heavy fuel oil. In addition, APC’s The report also contains a review of the past year’s effective employment of manpower in dredging salt achievements and an outlook for future years. last year instead of outsourcing the task to external contractors also achieved significant savings in the I am glad to start my remarks by informing you that, Company’s production costs. after the crisis of the global potash market in the past Efforts to reduce production costs over the past five years, which saw global prices drop to a ten-year low, years, succeeded in reducing production costs by global economic activity improved in 2017, albeit slowly. 33%, which made a number of expansion projects This recovery seems set to continue into 2018. Growth economically feasible and improved the company’s was driven by improved demand, with considerable position within the production cost curve compared regional growth potential for potash. There has been with other international producers. growth in usage in 2017 across most regions. As far as prices are concerned, APC began to see higher prices APC will continue to implement cost reduction projects only later in the third and fourth quarters of 2017 as it in the coming years, and I avail myself of this opportunity completed previous commitments and contracts and as to express my sincerest thanks to all members of the it signed contracts in India and China mirroring the new Arab Potash family for their diligent efforts in reducing international levels. production costs. Another piece of good news is that APC realized JOD 90 The Arab Potash Company also continued to be one million in net profit after taxes, provisions and royalties of the largest contributors to the National Treasury, for the year 2017, an increase of 44% over the past year. a position which will be enhanced by the expansion In 2017, APC also achieved a record sales volume of projects which the Company plans to implement in the potash of 2.36 million tons, 16% more than last year. coming years. Direct transfers to the Treasury during the past five years reached about JOD 296 million, which amounts to 65.5% of the Company’s net profits. Annual Report 2017 11 STRATEGIC REPORT STRATEGIC “Another piece of good news is that APC realized JOD 90 million in net profit after taxes, provisions and royalties for the year 2017, an increase of 44% over the past year. In 2017, APC also achieved a record sales volume of potash of 2.36 million tons, 16% more than last year.” APC’s economic role also includes supporting the this region. The preliminary technical study is expected Kingdom’s hard currency reserves, having contributed, to cost about JOD 12 million and its aim is to identify with its subsidiaries and affiliates, about USD 845 million scientifically and conclusively the volume, nature in 2017. and composition of potash reserves in the Lisan area. Additional investments will need to be allocated if the Regarding expansion of production, APC has also technical study shows that the project is economically completed the expansion of granular potash production feasible, and if the Government of Jordan grants APC at the end of the fourth quarter of 2017, raising the mining rights in this area. production capacity of granular potash by 250 thousand tons annually, and it is moving ahead with another More expansion is planned in the potash downstream project to increase total potash production capacity by industries within the Company’s vision to maximize about 180,000 tons per year at a cost of about JOD 130 value added, returns, and economic impact. The Arab million. The increase in production will reflect positively Fertilizers and Chemicals Industries (KEMAPCO), which is on the Company’s profits, especially with the gradual wholly owned by the Arab Potash Company, is about to improvement in global fertilizer prices. The project will complete the works to expand production of potassium also positively contribute to enhancing the competitive nitrate from 130,000 tons to 175,000 tons per year.