2019 ANNUAL REPORT
A proud Jamaican Company since 1962
RESILIENCE | SUSTAINABILITY | GROWTH
Annual Report 2019 CONTENTS
Performance Highlights 5
Our Vision & Strategy 6
Notice of Annual General Meeting 7
Corporate Data 8
Chairman’s Report to Stockholders 9
Board of Directors 11
Directors’ Report 15
Stockholders as at March 31, 2019 16
Our Policies and Principles 17
Corporate Governance 21
Operating Environment 28
Risk Management 30
Ten-Year Financial Review 33
Leadership Team 35
Management Discussion & Analysis 38
Managing Director’s Overview 39
Financial Performance 41
Marketing 46
Trade Marketing and Distribution 46
Brand Marketing 47
Legal and External Affairs 49
Corporate Social Responsibility 51
Human Resources 52
Audited Financial Statements 54 PERFORMANCE HIGHLIGHTS
Share Market Capitalization Trading Profit Gross Operating Price ($) (J$Billion) Margin Revenue (J$ Billion) - 11.1% - 11.1% - 1.6pp + 2.9%
Stockholders’ Return on Dividend Paid Per stock Earnings per stock unit Net Profit Equity unit (¢) (¢) (J$ Billion) + 84.4% + 6.7% -2.2% - 2.0%
Shareholders’ Equity to Total Assets Ratio - 13pp OUR VISION & STRATEGY
Our Vision & Mission Our vision is to achieve and maintain leadership of the Jamaican Tobacco Industry in order to create long term shareholder value.
Our Strategy We hold steadfast to the strategy of our parent Company, British American Tobacco, in creating shareholder value, delivering profit growth and long term business sustainability. The four pillars of this strategy are Growth, Productivity, Sustainability and developing a Winning Organization.
Growth Productivity British American Tobacco and its subsidiary companies, including Carreras, focus on key strategic segments of As a member of the British American Tobacco Group, the market that offer the best prospects for long term our overall approach to productivity is about using our growth, including driving our premium segment. We global resources to increase profits and generate funds also believe it is important to continue to develop and for reinvesting in our business. utilise innovative, differentiated products and offer our consumers added value from our brands.
Sustainability
Winning Organization We will continue to balance our commercial objectives with the expectations of a broad range of stakeholders, We are confident in BAT’s strategies for Growth, thus ensuring a sustainable business. Productivity and Sustainability but to deliver our vision we must also have the right people and the right working environment. That is the essence of the Winning Organization strategy. Strategic Report Governance Management's Discussion & Analysis Financial Statements
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Fifty-Seventh Annual General Meeting of the Stockholders of CARRERAS LIMITED will be held at the Jamaica Pegasus Hotel, 81 Knutsford Boulevard, Kingston 5 on Wednesday, September 4, 2019 at 2:00 p.m. for the following purposes:
1. To receive the Audited Financial Statements 4. To confirm the remuneration of the and the Reports of the Auditors and Directors for Non-Executive Directors the year ended March 31, 2019 To consider and (if thought fit) pass the following To consider and (if thought fit) pass the following Resolution: Resolution: “THAT the amount shown in the Financial “THAT the Audited Financial Statements and the Statements of the Company for the year ended Reports of the Auditors and Directors for the March 31, 2019 for emoluments received by the year ended March 31, 2019 be and are hereby Non-Executive Directors for their services as adopted.” Directors be and is hereby approved.”
2. To appoint Auditors and authorise the Directors 5. To approve and ratify dividends and special to fix the remuneration of the Auditors capital cash distribution:
To consider and (if thought fit) pass the following To consider and (if thought fit) pass the following Resolution: Resolution:
“THAT KPMG, Chartered Accountants, having “THAT the interim dividends of $0.21 paid on agreed to continue in office as Auditors, be and June 28, 2018; $0.16 (ordinary) and special are hereby appointed Auditors of the Company to capital cash distribution of $0.11 paid on hold office until the next Annual General Meeting August 30, 2018; $0.19 paid on Dec. 13, 2018; at a remuneration to be fixed by the Directors of and $0.18 paid on March 14, 2019, making a the Company.” total of $0.85 for the Year, be and are hereby ratified.” 3. To elect Directors 6. To consider any other business which may (a) The Directors due to retire in accordance with properly be transacted at an Annual General the provisions of Article 101 of the Articles of Meeting. Incorporation are Mr. Oliver Holmes and Mrs. Janene Shaw and, being eligible, offer By Order of the Board themselves for re-election.
To consider and (if thought fit) pass the following Resolutions:
(i) “THAT Mr. Oliver Holmes be and is hereby re-elected a Director of the Company.” Janene Shaw Company Secretary (ii) “THAT Mrs. Janene Shaw be and is hereby re-elected a Director of the Company.” Registered Office: 13A Ripon Road, Kingston 5
(b) Messrs. Rafael Marquez, Arturo Campero and May 22, 2019 Juan Carlos Restrepo Piedrahita were appointed as Directors since the last Annual Important Notice for Members who are General Meeting of the Company and, being not able to attend: eligible, offer themselves for election. Any member of the Company entitled to attend and To consider and (if thought fit) pass the following vote at this meeting is also entitled to appoint one or Resolutions: more proxies to attend and vote in his/her stead. Such proxies need not be members of the Company. i) “THAT Mr. Rafael Marquez be and is hereby A suitable Form of Proxy is enclosed. elected a Director of the Company.” Form of Proxy must be lodged with the Registrar ii) “THAT Mr. Arturo Campero be and is hereby and Transfer Office: Sagicor Bank Jamaica elected a Director of the Company.” Limited, Group Legal Trust & Corporate Services, 28 – 48 Barbados Avenue, Kingston 5, not less iii) “THAT Mr. Juan Carlos Restrepo Piedrahita than forty-eight (48) hours before the time be and is hereby elected a Director of the appointed for holding the meeting. Company.”
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CORPORATE DATA
BOARD OF DIRECTORS MANAGEMENT TEAM
Oliver Holmes - Chairman NAME DESIGNATION Arturo Campero Michael Bernard Marcus Steele Managing Director Matthew Hogarth Janene Shaw Finance Director Rafael Marquez Ashleigh-Ann Arnold Legal and External Affairs Manager Janene Shaw Portia Darsoo Human Resource Business Partner Marcus Steele Jason Fournillier Trade Marketing & Distribution Manager Rohan Campbell Marketing Deployment Manager
LOCATION DEPOTS
CARRERAS LIMITED 35½ Hagley Park Road, Kingston 10 13A Ripon Road 6 Allan Avenue, Port Antonio, Portland Kingston 5 1-2 Villa Road, Mandeville, Manchester Telephone: +1 (876) 749 9800 74 Main Street, Ocho Rios, St Ann Fax: +1 (876) 906 9284 26 Humber Avenue, Montego Bay, St James E-Mail: [email protected] Website: www.carrerasltd.com
COMPANY SECRETARY: Janene Shaw REGISTERED OFFICE: 13A Ripon Road Kingston 5 AUDITORS: KPMG 6 Duke Street Kingston BANKERS: The Bank of Nova Scotia Jamaica Limited Scotiabank Centre Cnr. of Duke & Port Royal Streets Kingston REGISTRAR AND TRANSFER OFFICE: Sagicor Bank Jamaica Limited Group Legal Trust & Corporate Services R. Danny Williams Building 28 – 48 Barbados Avenue Kingston 5
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CHAIRMAN’S REPORT TO STOCKHOLDERS
Shareholders: Chairman I am pleased to report that your Company performed creditably Oliver Holmes in 2018-2019. This year, despite the increasingly complex and challenging trading environment, we were able to build on past successes and minimize the negative effects of elements of the operating environment. Carreras delivered strong results despite the continued presence of the illicit cigarette trade and consumer affordability. This year, our Operating Revenue increased by 2.8%, from $12.6 billion to $12.9 billion. However, due to increased investment in strategic initiatives to bolster our drive for growth, we recorded Profit After Tax of $3.4 billion, marginally below 2017-2018 results of $3.5 billion, a 2.2% decline. It is worth noting that the 21.4% increase in the Special Consumption Tax (SCT) in March 2017 which was preceded by increases both in May 2016 and in March 2015 of 16.7% and 14.3%, respectively, is an experience from which we are still recovering. We, however, remain optimistic about the continued recovery of our volumes during 2019 that will be driven by various strategies being implemented by Management.
Despite the challenges, your Company has not wavered in its commitment to excellence, maintaining enviable shareholder value. For the 2018/19 financial year, Stockholders’ Return on Equity totaled 255.1%, compared to 170.7% in 2018, indicating growth over the prior year. Dividends paid for the year totaled $4.1 billion or $0.85 per share, a 15% increase over the corresponding period last year. Similarly, the dividend yield increased over last year, being 9% for 2018/19 compared to 7% for the prior year. This is primarily due to the completion of the
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liquidation process of Cigarette Company of Jamaica Limited (CCJ), which commenced in 2004 and ended this year. CCJ was voluntarily dissolved by the Registrar of Companies and its final distribution of $534.0 million (net) during the year allowed Carreras to make a special distribution to its stockholders on August 30th, 2018.
Shareholders, we have been able to consistently deliver value by leveraging the strength of our brands. To efficiently place our brands in the hands of distributors and customers, we continue to revise our route to market approach, covering wider geographical areas while delivering more to our customers. These initiatives will lead your Company to further growth in the medium to long term. Our capable management team continues to integrate new approaches into Janene Shaw, Finance Director & Company Secretary, efficient paradigms to decrease costs. The power of our Carreras, accepts the Stock Exchange’s Best Practices brands and our distribution approach are key parts of Award for 1st Runner-Up, Best Performing Company for the backbone of the strategy to handle the still-present 2017. illicit cigarette trade. endeavors. We extend an enthusiastic welcome to Messrs. Rafael Marquez and Arturo Campero, appointed The conversation regarding the illicit-trade is ongoing. on November 7, 2018 and Mr. Juan Carlos Restrepo During the year, we continued to place significant Piedrahita, appointed effective July 24, 2019. Fellow focus on sustaining the awareness of its impact directors, a sincere thank you for your stewardship. among key stakeholders including the Government, Your guidance and commitment to high corporate law enforcement and our customers, through various governance principles are highly appreciated. You are media and communication initiatives. We also saw pillars of the Company’s continued success. historic levels of illegal cigarette seizures which both the Police and Jamaica Customs are to be commended Carreras remains one of the strongest companies for, and which no doubt, demonstrates their resolve currently operating in Jamaica. It is supported by in reducing the presence of illicit cigarettes within the insightful strategies, focused execution and masterful domestic market. We, however, continued to make management. Being led by the achievement-oriented recommendations to the Government on solutions to Marcus Steele, underpinned by a qualified and the issue which include implementing a sustainable experienced management team, the staff is poised to excise strategy and stronger border and port protection continue to execute clear and effective action plans mechanisms, among others. that generate results. I would like to thank our staff for their dedication, hard work and ability to deliver, During the year, we continued to demonstrate our despite the challenges. The positive outlook of the philanthropy and social responsibility, delivering multi- management and staff is a key input in Carreras’ interventions and initiatives to better the lives of our continued ability to deliver superior shareholder people. Empowering through education, therefore, value. I would also like to thank our loyal customers continues to be a priority for us. This year, we awarded and consumers, who despite increasing economic 42 scholarships to students attending various Jamaican challenges and uncertainty, continue to trust, support colleges and universities, continuing our 51-year and enjoy our brands. We find your continued support tradition. The 2018-2019 year was another in which our highly encouraging. Shareholders, thank you for your activities went beyond profit and improved the quality confidence in your Company and its ability to innovate of life for several Jamaicans. and grow.
Good governance and responsible corporate behavior With our dedication to dynamic innovative actions, remain a priority for our business and during the year, your Company remains strong and growth oriented. The BAT launched several key initiatives to empower business ecosystem continues to be a complex space employees and business units like Carreras, to to navigate but we have become increasingly skilled better identify and mitigate challenges related to in doing so. With a fundamental focus on delivering key compliance areas such as anti-bribery and anti- value to shareholders, customers and consumers, the corruption (ABAC) laws. prospects for stable, solid growth is encouraging. The trust and support of our various stakeholders make us As is customary in this forum, we say farewell and confident that Carreras will remain strong in the future. thank you to those directors who have resigned: Mrs. Rosa Pereira Sigala, Mrs. Maria Gabriela Rincon and Oliver W. Holmes Mrs. Brenda Wilbert. Thank you for your service to Chairman the board. We wish you success in all your future
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BOARD OF DIRECTORS
Oliver HOLMES Marcus STEELE NatioNality: Jamaican NatioNality: Jamaican PositioN: Chairman of the Board of Directors of Carreras PositioN: Managing Director of Carreras Limited since Ltd. since November 2015; Non-Executive and Independent March 2013; appointed to the Board of Directors since October Director since February 2007; Chairman of the Nomination 2007. and Compensation Committee since January 2016; appointed to the Corporate Governance Committee since June 2017. other aPPoiNtmeNts: Director of Proven Wealth Limited and Non-Executive Director at Peak Bottling Company Limited other aPPoiNtmeNts: Founder and Managing Director and Catherine’s Peak Bottling Company Limited; Chairman of of Capital Options Ltd., Chairman of the Board of Allied the Board of Directors of Demerara Tobacco Company since Insurance Brokers Ltd., Chairman of Wigton Windfarm Ltd. February 2018. and Member of the Board of Barnett Ltd. skills & exPerieNce: Mr. Steele frst joined Carreras skills & exPerieNce: Mr. Holmes is the Managing Group Limited in the Company’s Tobacco division, Cigarette Director of Capital Options, a fnancial advisory frm he Company of Jamaica Limited, in the capacity of Management founded in 1997. Prior to establishing Capital Options, Mr. Accountant in April 1998. In June 1999, he was promoted to Holmes was the Chief Operating Offcer of Manufacturers Finance Planning Manager and Marketing Finance Manager Merchant Bank Ltd. and prior to that Vice President of in June 2001. In May 2002, he was appointed Finance Citibank N. A. He served as a senior manager in virtually all Planning Manager with overall responsibility for management aspects of Citibank and its subsidiaries operations in Jamaica, of Marketing and Operations Finance. In March 2004, Mr. including Vice President - Corporate Finance, Financial Steele was seconded to British American Tobacco (BAT) Controller – Citibank Jamaica and its subsidiaries, Corporate Caribbean and Central America’s Area Offce in Costa Rica Banking Group Head, Managing Director - Citifnance Limited, as the Country Readiness Manager for the Caribbean with Manager - Centralized Operations and Chief Inspector for responsibility for leading the migration of the Caribbean legal the Caribbean region. During his career at Citibank, he led or entities into the regional shared service centre. In July 2005, participated in many notable transactions in the Jamaican and he was appointed Finance Planning and Reporting Manager international markets, and, at Capital Options, has continued for BAT’s operations in the Caribbean and Central America to close notable transactions in the areas of capital raising, where he focused on fnancial reporting, strategy and planning. mergers & acquisitions, fnancial advisory and private equity Mr. Marcus Steele was then appointed to the Board of in the Jamaican and Caribbean Markets. Directors of Carreras Limited on October 1, 2007 and served as Finance Director and Company Secretary up until August QualificatioNs: B.Sc. Management Studies (Hons.); 2011 when he was seconded to the Trinidad branch of another M.Sc. Accounting BAT Company, Carisma Marketing Services Limited, in the position of Country Manager with responsibility for the general committees: Chairman, Nomination & Compensation management of the Company’s businesses across 24 markets Committee; Member, Corporate Governance Committee in the English, French and Dutch Caribbean.
QualificatioNs: Graduate of St. Jago High School. Chartered Accountant; B.Sc. Accounting, University of the West Indies; MBA, Florida International University. Executive Programme in General Management, Harvard Business 11 Carreras Limited Annual Report 2019 School. Financial Statements Management's Discussion & Analysis Governance Strategic Report
BOARD OF DIRECTORS
Michael BERNARD Janene SHAW NatioNality: Jamaican NatioNality: Jamaican PositioN: Non-Executive and independent Director since PositioN: Finance Director and Company Secretary. 2010. Executive Director (as Managing Director)from 2005 to Appointed to the Board of Directors since May 2015. 2010. Appointed to the Audit Committee on May 17, 2011 and has been Chairman since February 3, 2016. skills & exPerieNce: Mrs. Shaw has over 25 years’ experience and a proven track record in fnancial other aPPoiNtmeNts: Executive Chairman of Peak management, accounting and auditing. Janene is responsible Bottling Company Limited and Chairman of Spike Industries for the Strategic Financial Management of the Company and Limited. He is a Non-Executive Director of Salada Foods also performs the role of Company Secretary. Limited, GK General Insurance Company Limited, New Transport Group Limited, Sterling Investments Limited and Prior to joining Carreras, Janene was employed at J. Wray & Hardware & Lumber Limited. Chairman of the Board of Nephew Limited / Lascelles deMercado & Co. Limited where Management of Jamaica College. she held various senior fnance positions being General Manager, Finance & Administration – JWN Agricultural skills & exPerieNce: Mr. Bernard frst joined Carreras Division, Group Financial Offcer and Accounting and Group Limited in 1988 and in 1991 he was appointed General Treasury Director. Prior to that, Janene was employed at Manager of the Jamaica Biscuit Company. In 1995 he PriceWaterhouseCoopers where she gained progressive audit assumed concurrently, the positions of Managing Director of experience to the level of Audit Manager. two subsidiaries; the Cigarette Company of Jamaica Limited and Agricultural Products of Jamaica Limited. In 1997, he QualificatioNs: Chartered Accountant; B.Sc. Accounting, was appointed to the Board of Directors of Carreras Limited University of the West Indies, Mona. Member of the Institute until 2000 when he was seconded to the USA subsidiary of of Chartered Accountants of Jamaica; Member of the British American Tobacco, Brown and Williamson Tobacco Association of Certifed Chartered Accountants in the U.K. Corporation. He regained leadership of the Cigarette Company of Jamaica Limited at the end of 2001 and was re-appointed to the Board of Carreras Group Limited in 2004. In 2005, Michael was appointed Managing Director of Carreras Limited, the role he held until retirement in 2010.
QualificatioNs: BA; B.Sc. summa cum laude Business Administration, Forest Management respectively, Washington State University; MBA, the Harvard Graduate School of Business Administration. 2010 recipient of the Carlton Alexander Award for Excellence; Fellow of the Jamaica Institute of Management.
committees: Chairman, Audit Committee
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BOARD OF DIRECTORS
Arturo CAMPERO Rafael MARQUEZ NatioNality: Venezuelan NatioNality: Venezuelan PositioN: Appointed to the Board of Directors on November PositioN: Area Director, SANCAR Cluster, appointed to the 7, 2018 Board of Directors on November 7, 2018
other aPPoiNtmeNts: Vice President Financial Planning skills & exPerieNce: Mr. Rafael Marquez joined and Shared Services, RAI Services Company BAT Venezuela through Cigarrera Bigott in 1985 as an Operations Trainee. Since then he has been involved in many skills & exPerieNce: Mr. Arturo Campero is a qualifed cross-functional initiatives, including senior roles in Trade professional business manager with a proven track record in Marketing, Brand Marketing, Human Resources and General Finance. Arturo has over 18 years of international experience Management. Over the course of his 34 years in BAT, Rafael within the British American Tobacco (BAT) group, his most has had a truly international career, having worked in several recent being Finance Director of the South America North countries across the globe, including Suriname (1990 – 91), El & Caribbean (SANCAR) cluster, acting as a key member Salvador (1998-2000), Perú (2000-2002), Korea (2006-2010) of the leadership team, driving the Revenue Sustainability and Singapore (2010-2011), before returning to Venezuela agenda for the Area. Before assuming this role, he held other for the third time in 2011 as General Manager. In April 2017, senior positions within the BAT Group including: Regional he was appointed Area Director for the South America North Commercial Finance Manager and Regional Corporate (SAN) cluster, which includes Colombia and Venezuela. In Finance Manager, both roles at British American Tobacco 2018, the SAN Cluster was expanded to include the Caribbean Americas located in Brazil, Strategy & Planning Manager markets (SANCAR). Venezuela, Operation Finance Manager Venezuela, Leaf Finance Manager, Marketing Finance and Treasury in QualificatioNs: BSc., Colegio Le Salle La Colina; MSc Venezuela. In May 2019, Arturo was appointed to the role Mechanical Engineering, Universidad Simon Bolivar; MBA, of Vice President Financial Planning and Shared Services, Universidad Simon Bolivar. Reynolds American Inc Services Company
QualificatioNs: BSc. Business Administration (General Management), Metropolitan University, Caracas, Venezuela Master in Finance, Institute of Advanced Studies (IESA) Business School, Caracas, Venezuela.
committees: Member, Audit Committee
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BOARD OF DIRECTORS
Matthew HOGARTH NatioNality: Jamaican PositioN: Non-Executive and independent Director, appointed to the Board of Directors on February 4, 2016; member of the Audit Committee since February 4, 2016 and the Nomination and Compensation Committee since May 25, 2016; Chairman of the Corporate Governance Committee since February 2, 2017.
other aPPoiNtmeNts: Managing Partner at MH&CO., Attorneys- at- Law. Non-Executive Director of IronRock Insurance Company Limited, Jamaica Stock Exchange; CAC 2000 Limited; Marander Industries Limited.
skills & exPerieNce: Mr. Hogarth is an Attorney-at-Law. Over his years in practice, he has managed numerous corporate bank loan transactions for numerous international blue chip companies, private equity and debt transactions, mergers and acquisitions, Initial Public Offerings (IPOs), stock exchange listings, private business and legal audits and has acted in numerous cross-border matters including the management and strategy of insolvency and receivership assignments, including advising the Liquidator or Receiver on legal issues. He also has considerable experience with both residential and commercial real estate transactions, including real estate investment vehicles and structures. Mr. Hogarth has a reputation for being solution-oriented, detailed, thorough and for his profciency at creating practical corporate structures that marry business and the law. He received his LL.B (with Honours) from the University of Liverpool.
QualificatioNs: LL.B (with Honours), University of Liverpool. Called to the bar in multiple jurisdictions including Jamaica, New York State, The British Virgin Islands, Saint Lucia and Barbados. Member of the American Bar Association, the Jamaican Bar Association, the BVI Bar Association, INSOL International (International Association of Restructuring, Insolvency & Bankruptcy Professionals) and the American Bankruptcy Institute. Legal member of the Private Sector Organization of Jamaica’s Listed Company’s Committee.
committees: Chairman, Corporate Governance Committee; Member, Audit Committee; Member, Nomination & Compensation Committee
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DIRECTORS’ REPORT
The Directors are pleased to submit their Report and Audited Financial Statements for the year ended March 31, 2019. The following are selected highlights:
Financial Results
Year ended Year ended March 31, 2019 March 31, 2018 $000s $000s Profit before income tax 4,515,929 4,637,326 Income tax for the year (1,109,027) (1,152,696) Total profit after tax 3,406,902 3,484,630 Less: minority interest (53) (34) Net profit for the year attributable to stockholders 3,406,849 3,484,596 Revenue reserves at beginning of year 1,920,034 2,006,755 Total revenue reserves 5,326,883 5,491,351 Appropriations have been made as follows: Dividends and Distributions (4,126,240) (3,592,256) Deferred tax on reserves of subsidiaries in liquidation 22,010 (586) Defined benefit plan actuarial gains/losses, net of tax 19,875 21,525 Transfer tax paid on intra-group distributions (28,384) -
1,214,144 1,920,034
Earnings per stock unit for year: 70.2¢ 71.8¢
The following payments were made during the year: Mrs. Rosa Pereira Sigala, Mrs. Maria Gabriela Rincon and Mrs. Brenda First quarter ended Jun 30, 2018 - $0.21 per stock unit (Ordinary) Wilbert resigned and the Board Second quarter ended Sept 30, 2018 - $0.16 per stock unit (Ordinary) wishes to express its appreciation to them for their invaluable - $0.11 per stock unit (Special capital contribution to the Company. cash distribution) Third quarter ended Dec 31, 2018 - $0.19 per stock unit (Ordinary) The Directors due to retire in accordance with the provisions of Fourth quarter ended Mar 31, 2019 - $0.18 per stock unit (Ordinary) the Articles of Incorporation are Mr. Oliver Holmes and Mrs. Janene Shaw No further final dividend payment is proposed in respect of 2018/2019. and, being eligible, offer themselves for re-election. The Directors have approved an interim dividend of $0.14 per stock unit, to be paid on June 27, 2019. ON BEHALF OF THE BOARD
Auditors KPMG have expressed their willingness to continue in office and offer themselves for re-appointment.
Janene Shaw (Secretary) Directors Messrs. Rafael Marquez and Arturo Campero were appointed on November 7, 2018 and Mr. Juan Carlos Restrepo Piedrahita was appointed effective July 24, 2019 and, being eligible, offer themselves for election.
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STOCKHOLDERS AS AT MARCH 31, 2019
Ten Largest Stockholders as at March 31, 2019 Stock units held Rothmans Holdings (Caricom) Limited 2,446,508,260 Sagicor PIF Equity Fund 279,484,650 National Insurance Fund 214,184,690 SJIML A/C 3119 121,781,360 JCSD Trustee Services Ltd. – SIGMA OPTIMA 107,617,151 L.B.J. Overseas Ltd. 102,117,115 Grace Kennedy Limited Pension Scheme 74,337,030 ATL Group Pension Fund Trustee Nominee 62,726,740 NCB Insurance Co. Ltd. A/C WT 109 47,500,000 SJLIC for Scotiabridge Retirement Scheme 41,255,790 TOTAL 3,497,512,786
Directors & Connected Persons
Stock Units Held Mr. Michael Bernard Nil Mr. Arturo Campero Nil Mr. Matthew Hogarth (Connected Party) 8,000 Mr. Oliver Holmes Nil Mr. Rafael Marquez Nil Mrs. Janene Shaw Nil Mr. Marcus Steele Nil
There has been no change in the Directors’ stockholding interests occurring between the end of the company’s financial year and the date of the Notice convening the Annual General Meeting.
At no time during or at the end of the financial year has any Director had any material interest in any contract or arrangement in relation to the business of the company.
Executive & Senior Management: Mr. Marcus Steele Nil Mrs. Janene Shaw Nil Mrs. Ashleigh Arnold Nil Miss Portia Darsoo Nil Mr. Jason Fournillier Nil Mr. Rohan Campbell Nil
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OUR POLICIES AND PRINCIPLES
We are committed to operating at the highest Our Business Principles standards of corporate conduct and transparency. The Principle of Mutual Benefit This section provides greater insight into British is the basis on which we build our relationships American Tobacco’s (BAT) policies and principles with our stakeholders. We are primarily in business underpinning the Winning Organisation and to build long term shareholder value and we Sustainability aspects of our strategy. These believe the best way to do this is to seek to policies and principles have been endorsed and understand and take account of the needs of all adopted by the Carreras Leadership Team and our stakeholders. support the effective identification, management and mitigation of key risks and issues for our business in these and other areas. The Principle of Responsible Product Stewardship is the basis on which we meet consumer demand Our Guiding Principles for a legal product that is generally accepted as a cause of serious diseases. Accordingly, We continue to live the Guiding Principles of our products and brands should be developed, British American Tobacco which form the core manufactured and marketed in a responsible of our culture and guide how we deliver our manner. strategy. The Principle of Good Corporate Conduct Enterprising Spirit We value enterprise from all is the basis on which all our businesses should of our employees, giving us a great breadth of ideas be managed. Business success brings with it an and viewpoints to enhance the way we do business. obligation for high standards of behaviour and We have the confidence to passionately pursue integrity in everything we do and wherever growth and new opportunities while accepting the we operate. These standards should not be considered entrepreneurial risk that comes with compromised for the sake of results. it. We are bold and strive to overcome challenges. This is the cornerstone of our success.
Open Minded Our corporate culture is a great Our Marketing Principles strength of the business and one of the reasons we We believe in upholding high standards of have been, and will continue to be, successful. We corporate behaviour. We agree that the tobacco are forward-looking and anticipate consumer needs, industry should be regulated, but we also think we winning with innovative, high-quality products. should be able to communicate in a responsible We listen to, and genuinely consider, other way with adult tobacco consumers about our perspectives and changing social expectations. We products. We are committed to the responsible are open to new ways of doing things. marketing of all our products to adult consumers aged 18 and over. Our marketing is governed by Freedom Through Responsibility We give our the BAT International Marketing Principles which people the freedom to operate, providing them provide a consistent and responsible approach with the benefits of our scale but the ability to to marketing our products. We expect all our succeed. We always strive to do the right thing, suppliers, agents and third-parties to comply with: exercising our responsibility to society and other stakeholders. We use our freedom to take decisions ➠ The relevant BAT marketing principles as a and act in the best interest of consumers. minimum standard where they are stricter than local laws; or Strength from Diversity We respect and ➠ Local laws or other local marketing codes celebrate each other’s differences and enjoy where they are stricter than, or override, working together. We harness diversity – of our BAT marketing principles. people, cultures, viewpoints, brands, markets and ideas – to strengthen our business. We value what makes each of us unique.
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Below are the 3 main principles which guide the way we market and distribute our brands responsibly. 11 Our marketing will be responsible, accurate and not misleading.
2 Our marketing will be directed at adult consumers.
Our marketing will make clear that it originates from British American 3 Tobacco and that it is intended to promote the sale of our brands.
Our Standards of Business Conduct Our Standards of Business Conduct express the high standards of business integrity that British American Tobacco (BAT) requires from employees worldwide.
The Standards of Business Conduct set out specific guidelines which provide support and guidance for employee conduct. Whistle blowing procedures are also put in place so that any employee who suspects wrongdoing can raise his/her concern in confidence.
The Standards cover four broad areas which govern general business conduct, as well as provide guidance for employees in making appropriate decisions and judgements in the course of work. These areas are:
➠ Whistleblowing; ➠ Personal and Business Integrity; ➠ Workplace and human Rights; ➠ Public Contributions; ➠ Corporate Assets and Financial Integrity; ➠ National and International Trade.
Each employee is expected to know, understand and practice the standards, as appropriate, and review and sign in accordance with the policy, on an annual basis.
During the year, as part of the annual employee sign off process, all employees had to complete a short training course on the Standards, either through the Standards of Business Conduct e-learning portal or through presentations shared by their respective line managers.
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Anti-Bribery and Corruption Procedure In 2018, BAT successfully deployed several key initiatives to empower employees and business units across the Group to better identify and mitigate challenges related to key compliance areas such as anti-bribery and anti- corruption (ABAC) laws. To raise awareness of these issues with employees, an e-learning was delivered to a targeted cross-functional global audience selected on the basis of their potential interaction with government officials. To complement this, employee webcasts were also hosted for BAT managers across the world.
Additionally, to assist business units in identifying Standards of Business Conduct related issues (in particular relating to bribery and corruption) in connection with third parties retained by subsidiary Companies like Carreras, a new Third-Party Procedure was launched during the year. This procedure mandates a consistent methodology for pre-contractual due diligence on prospective third-party business partners and is complemented by mandatory mitigation packages (such as training and contractual clauses) for medium and high-risk third parties.
This due diligence also provides a retrospective review of third parties with which the Company did business before the Third-Party Procedure came into effect.
Our Environmental Policy Framework for Corporate Social We are are committed to meeting consumer needs in Investment an environmentally responsible and sustainable way. We We are committed to giving back to the communities in are also committed to operating responsibly in both the which we operate. We also encourage our employees direct operations that we control, and throughout the to play an active role both in their local and business wider supply chain that we influence. Responsibility is communities. Our Corporate Social Investment policy is one of the cornerstones of our strategy, and we believe supported by the BAT Group Strategic Framework for that good environmental practice is good business corporate and social initiatives (CSI), which sets out the practice. Group CSI strategy and how local operating companies are to develop, deliver and monitor community We will comply with all legal and regulatory investment programmes within three themes: requirements governing environmental management, Sustainable Agriculture and Environment; Empowerment implement environmental management practices and Civic Life. internally and monitor compliance to them.
Our Health and Safety Policy Supplier Code of Conduct We recognize the paramount importance of the health, The BAT Supplier Code of Conduct sets out the safety and welfare of all employees and non-company minimum standards, group companies expect of personnel in the successful conduct of our business. We suppliers. Our ultimate goal is to drive the continuous are therefore committed to the prevention of injury improvement of standards within our supply chain and ill-health and strive for continual improvement in and as such, we are committed to working with such our health and safety management and performance, suppliers over time to help them achieve adherence with through setting clear objectives, including the the requirements of this Code. monitoring and measurement of key performance indicators.
British American Tobacco believes in the active participation of each employee and others as appropriate, in promoting, achieving and maintaining the highest standards of health and safety, in so far as it is reasonably practicable.
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Policies/Principles Summary Areas covered Key Stakeholder Groups
Anti-bribery and corruption, conflicts of interest, and entertainment and gifts. Respect in the workplace, including promoting equality and diversity, preventing harassment and bullying, and safeguarding employee wellbeing. Respect for human rights, including prevention of child labour Employees and contractors, BAT Standards of Business and exploitation of labour, and Governments and regulators, local Conduct respect for freedom of association. communities and society Political contributions and charitable contributions.
Financial integrity, accurate accounting and record-keeping, and information security. Anti-illicit trade, competition and anti-trust, and sanctions compliance. Whistleblowing
Employees and contractors, Health, safety and welfare of all suppliers, business partners, employees, other members of our farmers, local communities and workforce and third-party personnel. Health and Safety Policy society
Our commitments to carrying out our business in an environmentally Employees and contractors, responsible and sustainable way, suppliers, business partners, Environment Policy including agricultural, manufacturing and farmers, local communities and distribution operations. society
Employment practices, including commitments to diversity, reasonable working hours, family friendly policies, Employment Principles employee wellbeing, talent, performance Group employees and equal opportunities, and fair, clear and competitive remuneration and benefits.
Standards required of Suppliers of BAT operating Companies worldwide, including business integrity, anti- bribery and corruption, environmental Suppliers and business partners, sustainability and respect for human Supplier Code of Conduct employees and contractors, local rights (covering equal opportunities communities and society and fair treatment, health and safety, prevention of harassment and bullying, child labour, and exploitation of labour, and freedom of association).
Sets out BAT’s Group strategy and NGOs and development agencies, Strategic Framework for a framework for Corporate Social local communities and society corporate social investment Investment
International Marketing Provides a consistent and responsible Employees, suppliers, agents and Principles approach to marketing our products. third-parties
For more information on our policies and principles, please visit our website www.carrerasltd.com.
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CORPORATE GOVERNANCE
BOARD MISSION The Board of Directors is collectively responsible for the success of the company. The Board remains committed to providing entrepreneurial leadership of Carreras within a framework of prudent and effective controls which enables risk to be assessed and managed. The Board is responsible for overseeing the company’s strategic aims; ensuring that the necessary financial and human resources are in place for the company to meet its objectives; and reviewing management performance. The Board also upholds the company’s values and standards and ensures that its obligations to the company’s shareholders and others are understood and met.
Responsibilities of Board members Appointments to the Board (Chairman, Non-Executive Directors, There is a formal, rigorous and transparent procedure Company Secretary) for the appointment of new directors to the Board. There is a clear division of responsibilities at the head Appointments to the Board are made on merit and of the company between the running of the Board against objective criteria. Care is also taken to ensure and the executive responsibility for the running of the that appointees have enough company’s business. No one individual has unfettered time available to devote to powers of decision. the job. This is particularly important in the case of Chairman chairmanship. The Board also The Chairman is responsible for leadership of the Board, satisfies itself that plans are in ensuring its effectiveness on all aspects of its role and place for orderly succession setting its agenda. The Chairman is also responsible for appointments to the Board for ensuring that the directors receive accurate, and to senior management, timely and clear information. He also ensures effective so as to maintain an communication with Shareholders. appropriate balance of skills and experience within the Non-Executive Directors company and on the Board. As part of their role as members of a unitary Board, non- executive directors constructively challenge and help develop proposals on strategy. Non-executive directors also scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance. They ensure the integrity of financial information and that financial controls and systems of risk management are robust and defensible.
Directors can obtain independent professional advice in the course of their duties, if necessary, at the company’s expense.
Company Secretary Election and re- The Company Secretary plays a key role in assisting election all directors to obtain the information they need to All directors are submitted carry out their roles effectively. She is responsible for re-election at regular for ensuring that Board processes and procedures are intervals, subject to continued appropriately followed and that they support effective satisfactory performance. The decision making and governance in accordance with the Board ensures planned and Companies Act. progressive refreshing of the Board.
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Independence of Directors Corporate Governance Committee (CGC) Independence is based on criteria agreed by the Board and includes: Ј a Director that has not within the last three years been an employee of the Company or a related company; Matthew Ј a Director that has not within the last three years HOGARTH had a material business relationship with the Company either directly or as a shareholder, director or senior employee of a body that has a relationship CHAIRMAN with the Company either as a supplier, a customer or competitor of the Company; Ј a Director that has not within the last three years received additional remuneration from the Company Relationship with the Board and other (apart from a director’s compensation) nor committees participated in the Company’s performance-related pay scheme; The role of the CGC and its relationship with the Board and other committees is as set out in the Charter Ј a Director whose spouse, child(ren) or dependent(s) approved by the Board and to the extent that the CGC are not advisors, directors or senior employees of undertakes tasks on behalf of the Board, the results are the Company; reported to, and considered by, the Board. The CGC Ј a Director who does not represent a significant is charged with a review of the Board, its committees shareholder. and their respective functions on an annual basis and to ensure that they execute their responsibilities efficiently The Board is not aware of any relationships or and with transparency and accountability. circumstances affecting the Directors’ independent judgement. Authority & Responsibilities The Committee shall support the Board in the BOARD COMMITTEES administration and exercise of the Board’s management Committee Chairmen of the Company by carrying out the following: The Board committee chairmen are responsible for the leadership of the respective Board committees and Corporate Governance Principles that each respective Board committee executes on Ј Developing, recommending and reviewing corporate their respective charters and mandates, as approved governance principles applicable to the Board. by the Board. The Board committee chairmen are Ј Ensuring that the Board and is committees are also responsible for: in compliance with all regulatory composition requirements, which shall include requirements for a. fixing the agenda for director independence. the relevant Board committee meetings Ј Reviewing, no less than once annually, the adequacy and to ensure that of the charters of the Board and its various all relevant matters subcommittees, including the adequacy of this are tabled for Charter, and submit to the Board any suitable consideration (as recommendations in relation to the amendment of requested by the same. members of that Ј Reviewing, no less than once annually, the committee, the wider Company’s Articles of Incorporation and overall Board, or otherwise); corporate governance policy and practices and b. reporting to the submit to the Board any suitable recommendations Board at each Board in relation to the amendment of same. meeting; and Ј Preparing the annual Corporate Governance c. reporting to the Statement for inclusion in the Company’s Annual shareholders. Report to its shareholders. Ј Ensuring that there is accurate, timely and full financial governance reporting with strong internal controls and risk management. Ј Ensuring that material information regarding the Company’s operations are disclosed in a timely manner to the public and regulatory entities.
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Ј Keeping abreast of the latest regulatory requirements, trends and guidance in corporate governance and updating the Board on corporate governance issues, The Key Activities of the where necessary. Corporate Governance Committee Evaluation of Board & its Committees – for the fnancial year included: Structure, Composition and Function Ј Ensuring that the Board is structured and selected to ensure effectiveness, 1. A review of the Charter was conducted and there independence and protection of the were no amendments proposed. The Charter public’s interests through appropriate remains relevant and provides the context for the selection and operating processes. CGC to fulfil its mandate to assist the Board in Ј Establishing and facilitating an effective ensuring that its composition, structure, policies process for the annual evaluation of the and processes for managing the Company are in Board and its committees, which shall keeping with world corporate governance best include the development of self-audit practice standards and also to ensure adherence to checklists which take into account their the relevant legal and regulatory framework. respective mandates and the level of contribution of individual directors. The 2. The Board commenced the annual Board Self Committee shall report to the Board Evaluation exercise which will be facilitated by an the results of its annual evaluations independent external company. The evaluation and, based on those results, may make measures the performance and effectiveness of recommendations in respect of the the Board, its committees, the Executive and Non- structure and effectiveness of the Board Executive Directors and the Chairman. and any of its committees. This exercise will be concluded in the first quarter Ј Overseeing the development and implementation of a Board induction of the 2019/2020 Financial Year. process for new directors and a programme of continuing director 3. The CGC shortlisted priorities for the ensuing year to development and training, as needed. include: Ј Considering possible conflicts of ➠ Strengthening of a Conflicts of Interest Policy and interests of directors and making relevant introduction of Conflicts of Interest Register. proposals to the Board in relation to its ➠ findings. Self-audit checklist on a quarterly basis to ensure compliance with the Companies Act (as amended). Ј Reviewing any change in status and ➠ professional affiliation of current Introduction of a Corporate Governance directors, which shall include fulfilment of Assessment Tool to facilitate a review of the main independence requirements, and making Board by the Committee. relevant proposals to the Board in relation ➠ Annual review of the Terms of Reference for Board to its findings. Committees to ensure their effectiveness and recommend any necessary changes to the Board. Meetings of the CGC ➠ Annual review of the Articles of Incorporation, at The Chairman of the CGC, in consultation the beginning of the fiscal year by our Attorney to with the Company Secretary, decide the confirm whether or not any antecedent events had frequency and timing of its meetings. occurred in the past year and going into this fiscal year in respect to amendments in the Companies The membership of the CGC during the Act, etc. that required consideration by the 2018/2019 financial year were Mr. Matthew Company. Hogarth (Chairman), Mr. Oliver Holmes and Mrs. Rosa Pereira Sigala (up to February 6, ➠ Directors’ Corporate Governance Training - 2019). Mr. Juan Carlos Restrepo Piedrahita majority of the Directors have had on-going will join on July 24, 2019. Mr. Marcus Steele training. (Managing Director) and Mrs. Janene Shaw (Finance Director/Company Secretary) are permanent invitees. Looking Forward The CGC shall continue to ensure that the Company is aligned with corporate governance best practices and that it continues its sterling reputation as a leader in this area.
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Audit Committee Relationship with the Board The role of the Audit Committee is for the Board to decide and to the extent that the Michael Audit Committee undertakes tasks on behalf of the board, the results are reported to, BERNARD and considered by, the board. In doing so it identifies any matters in respect of which CHAIRMAN it considers that action or improvement is needed and make recommendations as to the steps to be taken.
The Board has established formal and transparent arrangements for considering how they should apply the fnancial reporting and internal control principles and for maintaining an appropriate relationship with the company’s auditors.
The main role and responsibilities of the Audit reporting or other matters. The audit committee’s Committee include: objective should be to ensure that arrangements are in place for the proportionate and independent Ј to monitor the integrity of the financial statements investigation of such matters and for appropriate of the company, and any formal announcements follow-up action. relating to the company’s financial performance, reviewing significant financial reporting judgements Ј to have primary responsibility for making contained in them; a recommendation on the appointment, reappointment and removal of the external auditors. Ј to review the company’s internal financial controls and risk management systems; The Audit Committee of the Board comprises of three members who are non-executive directors, the majority Ј to monitor and review the effectiveness of the of whom is identified by the Board as independent company’s internal audit function; directors. At least one member of the Audit Committee has recent and relevant financial experience. Ј to make recommendations to the Board, for it to put to the shareholders for their approval in general meeting, in relation to the appointment, Meetings of the Audit Committee re-appointment and removal of the external auditor The Chairman of the Audit Committee, in consultation and to approve the remuneration and terms of with the Company Secretary, decide the frequency and engagement of the external auditor; timing of its meetings. Ј to review and monitor the external auditor’s independence and objectivity and the effectiveness Four (4) meetings are held during the year to coincide of the audit process, taking into consideration with key dates within the financial reporting and audit relevant professional and regulatory requirements; cycle. The company’s external audit lead partner is invited regularly to attend the meetings. Ј to develop and implement policy on the engagement of the external auditor to supply non-audit services, The Audit Committee met with the external auditors, taking into account relevant ethical guidance without management, to discuss matters relating to its regarding the provision of non-audit services by remit and any issues arising from the audit. the external audit firm; and to report to the Board, identifying any matters in respect of which The Committee members are: Mr. Michael Bernard it considers that action or improvement is needed (Chairman), Mr. Matthew Hogarth, and Mr. Arturo and making recommendations as to the steps to be Campero. Mr. Marcus Steele (Managing Director) and taken. Mrs. Janene Shaw (Finance Director) are permanent invitees. Ј to review arrangements by which staff of the company may, in confidence, raise concerns about possible improprieties in matters of financial
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Nomination and Compensation Committee The Key Activities of the Audit Committee for the
fnancial year included: Oliver HOLMES Ј Reviewed and after consultation with management and external CHAIRMAN auditors, recommended to the Board, unaudited quarterly financial statements and the 2019 audited annual financial statements for its Relationship with the Board approval and release to stockholders. The Committee shall make recommendations to the Board in specific regard to the re-appointment of Ј Recommended to the Board for any Non-executive Director at the conclusion of their approval: specified term of office after reviewing the Director’s performance; the re-election by shareholders of any ➠ Dividend payments director under the retirement or by rotation provisions ➠ Related Party Transactions in the Company’s Articles of Incorporation; and the continuation in office of any Director at any time. ➠ Key Business Risks The main role and responsibilities of the nomination and compensation committee include: The Committee considered Ј To determine the the following in making its framework and policy recommendations: on terms of engagement including the specific Ј Reliability and integrity of the compensation of each accounting principles and practices, executive director and financial statements and other each member of the financial reporting; Senior Management Team [“Leadership Ј Internal audit functions of the Team”] of the company, Company; including entitlements where applicable under Ј Risk management functions and any share incentive processes of the Company; schemes and the pensions schemes and Ј Qualifications, independence and any compensation performance of the external auditors payments. of the Company; Ј To make recommendations Ј System of internal controls to the Board on and procedures established by suitable candidates for management and review of their appointment as Board effectiveness; directors and to make recommendations to Ј The Company’s compliance with the Board as to the suitability of candidates for legal and regulatory requirements. appointment as executive directors of the company. Fees payable to non-executive directors are determined by the Board on the recommendations of the chairman and chief executive officer.
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The Committee is authorized by the Board to obtain, at the company’s expense, such outside legal or other independent professional advice as it considers necessary and, in particular, is responsible for the The Key Activities of appointment of any compensation consultants, Executive Recruitment & Placement Services [head- the Nomination and hunters] or any other professional service provider who may advise the Committee. Where such consultants are Compensation Committee for appointed, the Committee is required to make available a statement of whether they may have any other the fnancial year included: connections with the Company.
In line with the mandate given under Section Meetings of the Nomination and Compensation 5 of the Terms of Reference which states that Committee the Committee is to “be responsible for identifying The Committee was appointed by the Board on and nominating candidates for the approval of September 8, 2009 and comprises three members. the Board, to fill vacancies on the Board or senior The quorum is three and in the absence of a member, management team, ensuring that such candidates, he will select another director to be his alternate at as well as fitting the specific profiles, are capable the meeting. The Chairman and the Managing Director of taking a broad view of the company’s overall of Carreras Limited are required to attend meetings of the Committee on the occasion of a discussion interest,” of compensation and to discuss the performance of the following were done: the Executive Directors and other members of the i. On receipt of resignations from three Senior Management Team [except when their own Directors appointed by the BAT Group, compensation is under review], and to make proposals the Committee reviewed the dossiers of as appropriate. proposed replacement candidates and deliberated on their qualifications and suitability for the roles on the Board. Once suitable candidates were agreed among the The Committee is authorized Committee members, recommendations by the Board to obtain, at the were made to the Board to fill the vacancies. ii. The dossiers of candidates for two senior company’s expense, such outside management vacancies were reviewed and legal or other independent recommendations were made to the Board regarding Head of Trade Marketing & professional advice as it considers Distribution and HR Business Partner. necessary... iii. The Committee ratified the bonus payment for the year 2018 and offered its congratulations to the management and staff for delivering a good year’s results. The Committee members are: Mr. Oliver Holmes iv. The Committee ratified the salary increases (Chairman), Mr. Matthew Hogarth and Mrs. Brenda which were implemented on April 1, 2019 Wilbert (resigned November 7, 2018). Mr. Marcus Steele based on the annual compensation and (Managing Director) is a permanent invitee to the benefit survey results. meetings.
Please note that our Corporate Governance guidelines are available on our website at www.carrerasltd.com
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The table below provides details on the Directors’ attendance at Board and Committee Meetings:
Nomination & Corporate Audit Name of Director Board Compensation Governance Committee Committee Committee Arturo Campero* 3 2 n/a n/a Michael Bernard 7 4 n/a n/a Matthew Hogarth 6 4 2 1 Oliver Holmes 7 n/a 2 1 Rafael Marquez* 3 n/a n/a n/a Rosa Pereira Sigala** 7 n/a n/a - Maria Gabriela Rincon** 4 3 n/a n/a Janene Shaw 6 3 n/a 1 Marcus Steele 6 3 2 1 Brenda Wilbert** 5 n/a 2 n/a
* Messrs. Arturo Campero and Rafael Marquez joined on November 7, 2018
** Mrs. Maria Gabriela Rincon and Mrs. Brenda Wilbert resigned on November 7, 2018 Mrs. Rosa Pereira Sigala resigned on February 6, 2019
Number of meetings held during the Financial Year
Board 7 Audit Committee 4 Nomination and Compensation Committee 2 Corporate Governance Committee 1 formal meeting and several telephone discussions
Ashleigh Arnold, Legal & External Affairs Manager, Carreras, being presented with the 2nd Runner Up, Best Website Award at the 2018 Jamaica Stock Exchange (JSE) Best Practices Awards by Professor Neville Ying, Chairman, JSE Best Practices Awards Committee: Carreras has been winning an Award in the Best Website category since 2012.
Awards in the category recognize the highest standards in the quality and efficiency of the dissemination of information to shareholders and the investing public through their website.
27 Carreras Limited Annual Report 2019 Financial Statements Management's Discussion & Analysis Governance Strategic Report
OPERATING ENVIRONMENT
Global growth which peaked at close to 4% in 2017, 2.20% 2.00% softened to 3.6% in 2018 and is projected to decline 1.80% 1.40% further to 3.3% in 2019. Global economic activity 1.10% slowed notably in the second half of 2018, reflecting 0.80% a convergence of factors affecting major economies. -0.10% These factors included the decline of China’s growth following a combination of regulatory tightening and an Apr-Jun 2017 Jul-Sept 2017 Oct-Dec 2017 Jan-Mar 2018 Apr-Jun 2018 Jul-Sept 2018 Oct-Dec 2018 increase in trade tensions with the United States. The euro economy lost more momentum than expected as consumer and business confidence weakened and car production in Germany was disrupted by the introduction of new emission standards. External Quarterly Gross Domestic Product demand softened especially from emerging Asia. Japan was affected by natural disasters. Overall, trade tensions increasingly took a toll on business confidence In relation to its fiscal performance, the Government with financial conditions tightening firstly in emerging of Jamaica (GOJ) continued the trend of solid markets and then later to advanced economies. With performance for the 2018/19 fiscal year and remains this weakness expected to persist in 2019, the World committed to maintaining its primary surplus and public Economic Outlook, projects a decline in growth for 70% sector overall balance targets under its International of the global economy. The outlook for many countries Monetary Fund (IMF) Stand-By Arrangement. For the remains challenging with considerable uncertainties in second consecutive year, the Central Government’s the short term. operations recorded a cumulative fiscal surplus, being $24.4 billion for fiscal year ended March 2019 and Against this background, for 2018/19, Jamaica’s macro- $8.7 billion for the corresponding period last year. economic fundamentals reflected increasing stability The fiscal out-turn reflected a faster pace of growth throughout the financial year with indicators overall in revenues and grants compared with the increase in trending positively. The positive prospects of the expenditure. The performance of revenue and Grants Jamaican economy are underpinned by adequate for the 12-month period to March 2019 was attributable reserves, sustainable balance of payments, strong fiscal to higher tax receipts, non-tax receipts and grants performance and low inflation. compared to the prior year. The overperformers included GCT, customs duty and income tax. The Jamaican economy continued to show signs of recovery and projections for economic output remains Through successive years of fiscal discipline, the positive. The preliminary Gross Domestic Product country’s debt-to-GDP ratio is expected to reduce to (GDP) estimate for the calendar year 2018 shows a 96% at the end of the fiscal year ended March 31, 2019. 1.9% growth, indicating recovery over 2017. 2017’s This figure will represent the country’s lowest level of disappointing growth of 0.5% was due mainly to severe debt in nearly two decades and the first time that the floods and other adverse weather conditions during the debt-to-GDP ratio has dipped below 100% over that first half of the year. The economy rebounded in 2018 period. This will be considered a significant milestone with improved performances particularly in both the given the historical context of high debt to GDP levels Services and the Goods Producing Industries. over the years, which reached an all-time high of 212.40% in 1984. For 2018, the growth in real GDP reflected increased external demand from Jamaica’s main trading partners, The current economic trend indicates low single digit which supported increased exports of some goods inflation rates which is due in part to continued low and services. Improvements were also noted in commodity prices. At March 31, 2019, point-to-point stopover visitor arrivals, mining and quarrying, major inflation rate stood at 3.4% compared to 2.4% at infrastructure developments, residential and commercial December 2018 but remained below the lower limit of buildings, road construction and rehabilitation activities. the target band of 4.0 per cent to 6.0 per cent. This increase largely reflected the impact of higher prices for For the March 2019 quarter, the Jamaica economy is agricultural foods, processed foods and other services. estimated to have grown in the range of 1% to 2%. This The effect of these increases was partly offset by a is above the 1.4% recorded for March 2018 quarter but decline in electricity costs. Over the next two years, below the growth of 2% for the December 2018 quarter. inflation is projected to average 4.5%, falling below the lower limit of the BOJ’s target band at various points The prevailing expectation is that there will be modest during the period, then gradually approach the 5.0% acceleration in growth over the next two years. The target. This forecast is mainly predicated on low, albeit government’s tax cuts, announced in the 2019 Budget, improving domestic demand, relative to capacity and which could spur economic activity, provides an upside moderate increases in international commodity prices. to economic growth. The economy is projected to grow by 1.7% in 2019.
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Mth PTP 5% 12.9 12.7 3.90% 12.2 4% 3.40% 11.3 3% 10.4 2% 9.6 9.7 0.80% 1% -0.10% 8.4 8.7 0% 8.0 -1% -2% Mar-18 Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19 Mar-19 Oct-16 Jan-17 Apr-17 Jul-17 Oct-17 Jan-18 Apr-18 Jul-18 Oct-18 Jan-19
Inflation Unemployment Rate
During our financial year, the JMD: USD exchange rate Crime and violence levels remain high with a homicide depreciated at a rate of 0.38% relative to the 2.0% rate of 47 per 100,000 of population for 2018. This appreciation observed in the previous financial year. rate is almost three times higher than the average for There were significant periods of volatility during the Latin America and the Caribbean, which has the highest year with the monthly average exchange rates at a high homicide rate globally of 16 per 100,000 of population. of $136.90 in August 2018 and a low of $125.35 in April 2018. At the end of March 2019 quarter, the weighted In relation to the tobacco industry, the incidence of the average selling rate of the Jamaican dollar vis-á-vis the US illicit trade in cigarettes remains a major concern. dollar of J$126.47 = US$1.00, represented an appreciation Internal studies have shown that almost a third of of 0.98% relative to the previous quarter. Looking ahead, the cigarettes consumed in Jamaica are illicit. The in the short-term, we can expect the exchange rate to illicit trade in cigarettes forms a part of the informal vary in either direction in accordance with demand and segment of the Jamaican economy which is estimated supply. In the longer term, the JMD/USD exchange rate to be between 40% to 60% of the formal economy. should reflect the differential between Jamaica and its This segment includes small businesses, self-employed main trading partners, USA and Canada. individuals and participants in drug-trading and other illegal activities. Apart from the fact that revenues For our financial year, the Jamaican dollar depreciated generated are not reported to the tax authorities, there against the Great Britain Pound by 3.7% to end at is also an element of criminality involved since some J$165.53 = £1.00 at March 31, 2019. areas of the informal economy are crime related.
J$/U$ J$/GBP Despite Jamaica’s progress in maintaining macro- 178.11 economic stability and fostering growth, stronger and 165.53 more resilient economic growth is needed to eliminate poverty and boost shared prosperity. This underscores the need to continue to address the threats that persist. 125.99 126.47 Studies done by both the World Economic Forum and the World Bank have highlighted some of these. The World Economic Forum, Global Competitiveness Report 2017-18, cited that 15.5% of Jamaica business persons Mar-18 Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19 Mar-19 identified crime and theft as the most problematic factor for doing business, while 12.6% identified tax rates and 9.7% identified corruption as the greatest problem. The World Bank study, Doing Business 2018, Exchange Rates ranked Jamaica at a low of 5 out of 190 countries in (BOJ Weighted Average Selling Rate) terms of ease of starting a business, and 122 out of 190 countries in terms of ease of paying taxes.
Net International Reserves as at March 2019 Overall Jamaica’s outlook remains positive. Economic stood at US$3,084.83 million and represents 20.05 fundamentals in Jamaica are expected to remain strong weeks of reserves of goods and services imports. over the short to medium term. Within the context of This represented 8.05 weeks over the international a projected 3.3% growth in global economy in 2019, The benchmark of 12 weeks of goods imports. IMF is projecting growth in GDP of 1.7% for Jamaica for the same period. The IMF further projects growth for Unemployment rates fell to 8% in January 2019, Jamaica to increase to 1.9% in 2020 and 2.4% in 2024. representing a reduction of 1.6 percentage points The main drivers of growth are expected to be in Mining relative to 9.6% in January 2018. The largest increase & Quarrying, Construction, Agriculture and Hotels & in the number of employed persons by industry group Restaurant Industries. Key downside risks that could included Real Estate and Hotels and Restaurant. Despite derail growth prospects include a slowdown in global this reduction, more needs to be done to address the growth, macroeconomic and/or weather-related shocks, relatively high levels of youth employment, which is policy reversal of the structural reforms, and a high currently at 21.8% (January 2018: 23.7%). crime rate.
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RISK MANAGEMENT
The effective management of risks is crucial to the fulfillment of Carreras Limited’s Mission and Vision. Our risk management framework supports our strategy for maintaining a long-term sustainable business. Carreras Limited manages its risks on an enterprise-wide basis across core business processes, starting at the strategic planning level, through to execution, evaluation and continuous monitoring.
The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework.
During the year, the Directors have carried out a robust assessment of the key risks and uncertainties facing the Company, including those that threaten its business model, future performance, solvency or liquidity.
The key risks facing the Company have remained broadly unchanged over the past year. Our number one risk remains Competition from illicit trade. The Company continues to experience high levels competition from illicit trade, either local taxes being evaded, smuggled illicit cigarettes or counterfeits.
In relation to capital management, the Company’s objectives are to safeguard its ability to continue as a going concern in order to provide returns for shareholders. The Board monitors the return on capital / stockholders’ return on equity, which is defined as net operating income divided by shareholders’ equity. For the 2018/19 financial year, the return on capital at 255.1%, is showing improvement over last year’s 170.7%.
The Board of Directors have no reason to believe that its policy to maintain a strong capital base so as to preserve investor, creditor and market confidence and to sustain the future development of the business will not continue into the foreseeable future.
RISK MANAGEMENT APPROACH The Risk Management Committee (RMC) which is comprised of the senior management team has responsibility for identifying, assessing, managing and monitoring risks likely to face the Company and implement effective mitigating controls to manage these risks. Clear accountability is attached to each risk through the risk owner. The deliberations of RMC meetings are reported to the Board of Directors through the Audit Committee of the Board.
Carreras believes that its risk appetite and tolerance limits are the foundation of its risk management framework; which ultimately establishes the risk culture for the Company.
KEY BUSINESS RISKS Currently there are several risks that are identified by the RMC as significant enough to be monitored. These risks, along with management’s mitigation measures are assessed at least on a quarterly basis.
Based on the Company’s risk appetite and risk tolerance, the Company actively manages the key business risks covering External Environment, Regulatory, People and Processes and Operational.
Below are some of the key risks that the Directors believe to be the most important after assessment of the likelihood and potential impact on the business. Not all of these risks are within the control of the Company and other factors besides those listed may affect the Company’s performance. Some risks may be unknown at the present and other risks, currently regarded as less material could become material in the future.
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External Environment Risks: Regulatory Risks: Competition from illicit trade – either local Significant increases or structural changes in taxes evaded, smuggled illicit cigarettes or tobacco - related taxes (excise) counterfeits The Company is exposed to unexpected and/or With affordability being a major issue for the Jamaican significant excise increases or changes to the structure cigarette consumer, resulting from the macro- thereof. Excise increases for the three consecutive economic environment, as well as increased prices years, 2015 to 2017 proved to be significant and of legal cigarette brands as a result of frequent and excessive and have resulted in a transfer of volumes excessive excise increases, illicit cigarettes have from the legal industry to the illicit trade in cigarettes. become more attractive as they do not pay the This was particularly so in 2017 when a 21.4% increase requisite taxes, and as such, are sold at significant in tobacco excise was implemented. Not only did the lower prices than legitimate brands. In addition, most industry experience a reduction in sales volumes, but of these illicit cigarettes are sold at the lower segment the Government lost well needed revenues compared of the market and in contravention of regulatory to their intake in 2016. We note that the Government requirements. This results in lower volumes and profits has prudently not levied any further increases since for legitimate players like Carreras. Furthermore, that time and we encourage that the industry be the investment in trade marketing and distribution is provided with an opportunity to stabilize and recover undermined. sales volumes. In addition, we further encourage the implementation of a sustainable excise strategy. Management’s Response: Robust Anti-Illicit Trade Strategy, Active engagement with key external Significant increases in tobacco excise affects the stakeholders, Cross-industry and multi-sector ability of consumers to pay for legitimate brands, cooperation, Proactive excise engagement with thus increasing the attractiveness and demand for low Government, Building brand equity for our low price priced cigarettes. This ultimately results in reducing offer, Strategic engagements and Price campaigns/ legal industry volumes as well as the erosion of the consumer engagement activities. brand value of legitimate brands. Excessive increases over time will erode revenue and profit growth and result in the failure of the Company to meet the Aggressive competitive environment - Legal expectations of its shareholders. (Low Price Ofers/Grabba) The Jamaican tobacco industry is dynamic with new Management’s Response: Proactive Stakeholder players offering brands in the low-priced segment of Engagement towards ensuring a sustainable excise the market. Other tobacco products (OTP), Mainly strategy by the Government, portfolio reviews to Grabba, continue to have an increasing presence ensure appropriate balance and coverage across price within the market based on the demand for the segments, monitoring of economic indicators and product. Consumer affordability issues pose a risk in Government revenues. consumers switching from the Company’s value for money brands to these ultra-low price offers. Tobacco regulation that inhibits growth Management’s Response: Expansion of distribution strategy network, Product innovation, Understanding and The enactment of regulation that is unbalanced and advancing strategic engagement with all the tiers of impractical, and significantly impairs the Company’s the tobacco retailing universe. ability to communicate with consumers, differentiate our products in the marketplace and launch future products, pose a risk to the Company’s long-term Increase in crime and violence leading to sustainability. Particularly, this could lead to an adverse increased volatility on routes impact on the ability to compete within the legal High levels of crime and violence levels have continued tobacco industry and with increased illicit trade. to be a factor in Jamaica. This impact is characterized by possible attacks on our staff members including loss Management’s response: Proactive and robust of life, financial losses due to loss of assets, limited stakeholder engagement and litigation strategy access to market and disruption to normal business for balanced regulations. Ongoing monitoring of processes and operations. Overall sustained crime and marketing plans to ensure compliance with internal violence will threaten business sustainability. self-regulations and local legislation.
Management’s Response: Rationalize routes with higher security risk, increase in security coverage on routes with higher risk profile, Implementation of new Route to Market Model
31 Carreras Limited Annual Report 2019 Financial Statements Management's Discussion & Analysis Governance Strategic Report
People and Processes Risk: Operational Risks: Losing key talent Concentration of credit risk with large credit Carreras’ business objective is to attract, develop customers and retain the right people to drive and deliver The Company has a significant concentration of credit competitive advantage and superior performance. As risk with large credit customers with material balances the market becomes more saturated and globalized, both individually and in aggregate. Credit risk is the competition for talent has become fiercer. As such, risk of loss arising from a counterparty to a financial if the value proposition from the organization is not contract failing to discharge its obligations. aligned with the demands of these talent the risk of losing them to other organizations becomes imminent. Management’s Response: Continuous engagement with large customers, on-going assessment of Management’s Response: Strong retention plan recoverability of balances which may be impacted by benchmarking against the top ten companies’ changes in the economic and business environment, compensation, Focus on succession planning, Employee expansion of the distribution network, Credit Risk engagement strategy. Insurance.
Foreign currency risk The Company incurs foreign currency risk primarily on purchases that are denominated in currency other than the Jamaica dollar, consequently, strengthening or weakening of the currencies against the Jamaica dollar would result in increased profit or loss to the Company. Sales of cigarettes are exclusively in the domestic market.
Management’s Response: Maintain US Dollar holding to cover at least twice the US Dollar liability, Continuous review of cost base, Liquidate foreign currency liabilities timely.
Liquidity risk Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet commitments associated with its liabilities. Liquidity problems may result from an inability to sell a financial asset quickly at, or close to, its fair value. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and ensuring the availability of funding through an adequate amount of committed facilities.
Management’s Response: Maintain a substantial portion of highly liquid cash reserves, Ongoing monitoring of current ratio.
Carreras Limited Annual Report 2019 32 Strategic Report Governance Management's Discussion & Analysis Financial Statements
TEN-YEAR FINANCIAL REVIEW
(all figures expressed in thousands of dollars except where otherwise noted)
Restated FINANCIAL YEAR 2018/19 2017/18 2016/17 2015/16 2014/15 2013/14 2011/12 2010/11 2009/10 2012/13 PROFIT & LOSS SUMMARY
GROSS OPERATING REVENUE 12,906,497 12,550,132 13,509,228 11,980,138 11,208,369 10,342,006 12,241,512 11,022,746 12,935,692 10,410,178
TRADING PROFIT 4,499,362 4,587,300 4,933,927 3,736,050 3,804,121 3,199,787 3,844,022 3,437,158 4,291,204 3,514,143 INCOME FROM NON ROUTINE TRANSACTIONS - - - - - 1,787,365 5,083,600 - - -
TOTAL TRADING PROFIT 4,499,362 4,587,300 4,933,927 3,736,050 3,804,121 4,987,152 8,927,622 3,437,158 4,291,204 3,514,143
INVESTMENT & INTEREST INCOME 67,467 89,326 108,262 176,612 146,141 174,719 158,294 125,672 138,890 269,142 OPERATING PROFIT 4,566,829 4,676,626 5,042,189 3,912,662 3,950,262 5,161,871 9,085,916 3,562,830 4,430,094 3,783,285 EMPLOYEE BENEFIT INCOME (50,900) (39,300) (32,300) (9,100) (11,900) 22,600 (233,100) 363,400 550,400 711,200 PROFIT BEFORE TAXATION 4,515,929 4,637,326 5,009,889 3,903,562 3,938,362 5,184,471 8,852,816 3,926,230 4,980,494 4,494,485 PROFIT AFTER TAXATION 3,406,902 3,484,630 3,806,322 3,011,333 2,942,960 4,003,175 6,234,234 2,597,220 3,314,076 3,001,875 PROFIT ATTRIBUTABLE TO STOCKHOLDERS 3,406,849 3,484,596 3,806,233 3,011,191 2,942,914 3,999,992 6,234,059 2,597,229 3,314,097 3,001,869
BALANCE SHEET SUMMARY
FIXED ASSETS 383,017 337,251 300,150 236,485 248,256 204,632 158,650 145,150 140,190 114,724
SHARE CAPITAL 121,360 121,360 121,360 121,360 121,360 121,360 121,360 121,360 121,360 121,360 RESERVES 1,214,144 1,920,034 2,006,755 1,654,302 3,050,396 4,073,129 3,562,164 2,818,195 3,210,417 2,669,801
STOCKHOLDERS’ EQUITY 1,335,504 2,041,394 2,128,115 1,775,662 3,171,756 4,194,489 3,683,524 2,939,555 3,331,777 2,791,161
FINANCIAL RATIOS TRADING PROFIT MARGIN 34.9% 36.6% 36.5% 31.2% 33.9% 30.9% 31.4% 31.2% 33.2% 33.8% OPERATING PROFIT/OPERATING REVENUE 35.4% 37.3% 37.3% 32.7% 35.2% 32.6% 32.7% 32.3% 34.2% 36.3% STOCKHOLDERS’ RETURN ON EQUITY 255.1% 170.7% 178.9% 169.6% 92.8% 95.4% 169.2% 88.4% 99.5% 107.5% EARNINGS PER STOCK UNIT (from normal operations) * 70.2¢ 71.8¢ 78.4¢ 62.0¢ 60.6¢ 54.7¢ 55.1¢ 53.5¢ 68.2¢ 61.8¢ EARNINGS PER STOCK UNIT (from non-routine transactions) - - - - - 27.6¢ 73.3¢ - - - P/E RATIO 13.4 14.8 9.4 10.7 6.6 4.3 4.1 11.8 8.9 7.8
DISTRIBUTION - PER STOCK UNIT* 85.0¢ 74.0¢ 71.0¢ 89.4¢ 80.9¢ 70.4¢ 117.9¢ 56.0¢ 50.0¢ 70.0¢ OTHER DATA
SHARE CAPITAL - STOCK UNITS IN ISSUE (‘000) 4,854,400* 4,854,400* 485,440 485,440 485,440 485,440 485,440 485,440 485,440 485,440 CLOSING STOCK PRICE ($) - MARCH 31 9.43 10.61 7.40 6.61 3.99 3.55 5.29 6.30 6.05 4.85 DIVIDEND PAID 4,126,240 3,592,256 3,446,624 4,342,104 3,930,709 3,418,898 5,723,338 2,718,464 2,427,200 3,398,080 DEPRECIATION CHARGED 88,156 77,084 57,407 62,506 65,887 50,556 46,616 55,349 48,884 40,833 EXCHANGE GAIN / (LOSS) (16,705) (7,632) 52,202 30,692 45,591 88,953 160,582 19,369 (48,911) 4,945 WEIGHTED AVERAGE BUYING EXCHANGE RATES: US$ 1 to J$ 123.5735 124.6545 127.7664 122.0421 115.0435 109.5744 98.8865 87.3000 85.7486 89.5082
* Each ordinary share was sub-divided into 10 ordinary shares (10:1) at close of business on September 20, 2017
33 Carreras Limited Annual Report 2019 Financial Statements Management's Discussion & Analysis Governance Strategic Report
(all figures expressed in thousands of dollars except where otherwise noted)
Restated FINANCIAL YEAR 2018/19 2017/18 2016/17 2015/16 2014/15 2013/14 2011/12 2010/11 2009/10 2012/13 PROFIT & LOSS SUMMARY
GROSS OPERATING REVENUE 12,906,497 12,550,132 13,509,228 11,980,138 11,208,369 10,342,006 12,241,512 11,022,746 12,935,692 10,410,178
TRADING PROFIT 4,499,362 4,587,300 4,933,927 3,736,050 3,804,121 3,199,787 3,844,022 3,437,158 4,291,204 3,514,143 INCOME FROM NON ROUTINE TRANSACTIONS - - - - - 1,787,365 5,083,600 - - -
TOTAL TRADING PROFIT 4,499,362 4,587,300 4,933,927 3,736,050 3,804,121 4,987,152 8,927,622 3,437,158 4,291,204 3,514,143
INVESTMENT & INTEREST INCOME 67,467 89,326 108,262 176,612 146,141 174,719 158,294 125,672 138,890 269,142 OPERATING PROFIT 4,566,829 4,676,626 5,042,189 3,912,662 3,950,262 5,161,871 9,085,916 3,562,830 4,430,094 3,783,285 EMPLOYEE BENEFIT INCOME (50,900) (39,300) (32,300) (9,100) (11,900) 22,600 (233,100) 363,400 550,400 711,200 PROFIT BEFORE TAXATION 4,515,929 4,637,326 5,009,889 3,903,562 3,938,362 5,184,471 8,852,816 3,926,230 4,980,494 4,494,485 PROFIT AFTER TAXATION 3,406,902 3,484,630 3,806,322 3,011,333 2,942,960 4,003,175 6,234,234 2,597,220 3,314,076 3,001,875 PROFIT ATTRIBUTABLE TO STOCKHOLDERS 3,406,849 3,484,596 3,806,233 3,011,191 2,942,914 3,999,992 6,234,059 2,597,229 3,314,097 3,001,869
BALANCE SHEET SUMMARY
FIXED ASSETS 383,017 337,251 300,150 236,485 248,256 204,632 158,650 145,150 140,190 114,724
SHARE CAPITAL 121,360 121,360 121,360 121,360 121,360 121,360 121,360 121,360 121,360 121,360 RESERVES 1,214,144 1,920,034 2,006,755 1,654,302 3,050,396 4,073,129 3,562,164 2,818,195 3,210,417 2,669,801
STOCKHOLDERS’ EQUITY 1,335,504 2,041,394 2,128,115 1,775,662 3,171,756 4,194,489 3,683,524 2,939,555 3,331,777 2,791,161
FINANCIAL RATIOS TRADING PROFIT MARGIN 34.9% 36.6% 36.5% 31.2% 33.9% 30.9% 31.4% 31.2% 33.2% 33.8% OPERATING PROFIT/OPERATING REVENUE 35.4% 37.3% 37.3% 32.7% 35.2% 32.6% 32.7% 32.3% 34.2% 36.3% STOCKHOLDERS’ RETURN ON EQUITY 255.1% 170.7% 178.9% 169.6% 92.8% 95.4% 169.2% 88.4% 99.5% 107.5% EARNINGS PER STOCK UNIT (from normal operations) * 70.2¢ 71.8¢ 78.4¢ 62.0¢ 60.6¢ 54.7¢ 55.1¢ 53.5¢ 68.2¢ 61.8¢ EARNINGS PER STOCK UNIT (from non-routine transactions) - - - - - 27.6¢ 73.3¢ - - - P/E RATIO 13.4 14.8 9.4 10.7 6.6 4.3 4.1 11.8 8.9 7.8
DISTRIBUTION - PER STOCK UNIT* 85.0¢ 74.0¢ 71.0¢ 89.4¢ 80.9¢ 70.4¢ 117.9¢ 56.0¢ 50.0¢ 70.0¢ OTHER DATA
SHARE CAPITAL - STOCK UNITS IN ISSUE (‘000) 4,854,400* 4,854,400* 485,440 485,440 485,440 485,440 485,440 485,440 485,440 485,440 CLOSING STOCK PRICE ($) - MARCH 31 9.43 10.61 7.40 6.61 3.99 3.55 5.29 6.30 6.05 4.85 DIVIDEND PAID 4,126,240 3,592,256 3,446,624 4,342,104 3,930,709 3,418,898 5,723,338 2,718,464 2,427,200 3,398,080 DEPRECIATION CHARGED 88,156 77,084 57,407 62,506 65,887 50,556 46,616 55,349 48,884 40,833 EXCHANGE GAIN / (LOSS) (16,705) (7,632) 52,202 30,692 45,591 88,953 160,582 19,369 (48,911) 4,945 WEIGHTED AVERAGE BUYING EXCHANGE RATES: US$ 1 to J$ 123.5735 124.6545 127.7664 122.0421 115.0435 109.5744 98.8865 87.3000 85.7486 89.5082
* Each ordinary share was sub-divided into 10 ordinary shares (10:1) at close of business on September 20, 2017
Carreras Limited Annual Report 2019 34 Strategic Report Governance Management's Discussion & Analysis Financial Statements
LEADERSHIP TEAM
NatioNality: Jamaican PositioN: Managing Director of Carreras Limited since March 2013; appointed to the Board of Directors since October 2007.
other aPPoiNtmeNts: Director of Proven Wealth Limited and Non-Executive Director at Peak Bottling Company Limited and Catherine’s Peak Bottling Company Limited; Chairman of the Board of Directors of Demerara Tobacco Company since February 2018.
skills & exPerieNce: Mr. Steele frst joined Carreras Group Limited in the Company’s Tobacco division, Cigarette Company of Jamaica Limited, in the capacity of Management Accountant in April 1998. In June 1999, he was promoted to Finance Planning Manager and Marketing Finance Manager in June 2001. In May 2002, he was appointed Finance Planning Manager with overall responsibility for management of Marketing and Operations Finance. In March 2004, Mr. Steele was seconded to British American Tobacco (BAT) Caribbean and Central America’s Area Offce in Costa Rica as the Country Readiness Manager for the Caribbean with responsibility for leading the migration of the Caribbean legal entities into the regional shared service centre. In July 2005, he was appointed Finance Planning and Reporting Manager for BAT’s operations Marcus STEELE in the Caribbean and Central America where he focused on fnancial reporting, strategy and planning. Mr. Marcus Steele was then appointed to the Board of Directors of Carreras Limited on October 1, 2007 and served as Finance Director and Company MANAGING DIRECTOR Secretary up until August 2011 when he was seconded to the Trinidad branch of another BSc., ACCA, CA, MBA, GMP (HBS) BAT Company, Carisma Marketing Services Limited, in the position of Country Manager with responsibility for the general management of the Company’s businesses across 24 markets in the English, French and Dutch Caribbean.
QualificatioNs: Graduate of St. Jago High School. Chartered Accountant; B.Sc. Accounting, University of the West Indies; MBA, Florida International University. Executive Programme in General Management, Harvard Business School.
NatioNality: Jamaican PositioN: Finance Director and Company Secretary
other aPPoiNtmeNts: Appointed to the Board of Directors on May 27, 2015
skills & exPerieNce: Janene is a qualifed Chartered Accountant with over 25 years’ experience and a proven track record in fnancial management, accounting and auditing. Janene is responsible for the Strategic Financial Management of the Company and also performs the role of Company Secretary. Prior to joining Carreras, Janene was employed at J. Wray & Nephew Limited / Lascelles deMercado & Co. Limited where she held various senior fnance positions, being General Manager, Finance & Administration – JWN Agricultural Division, Group Financial Offcer and Accounting and Treasury Director. Prior to that, Janene was employed at PriceWaterhouseCoopers where she gained progressive audit experience to the level of Audit Manager.
QualificatioNs: BSc. Accounting, University of the West Indies, Mona Campus Member of the Institute of Chartered Accountants of Jamaica Member of the Association of Certifed Chartered Accountants, U.K Janene SHAW
(FINANCE DIRECTOR & COMPANY SECRETARY) FCA, FCCA, BSc.
35 Carreras Limited Annual Report 2019 Financial Statements Management's Discussion & Analysis Governance Strategic Report
NatioNality: Jamaican PositioN: Legal and External Affairs Manager
other aPPoiNtmeNts: Director, The Stationery Centre, Director, Nature Preservation Foundation, Jamaica Chamber of Commerce Representative on the Government of Jamaica and European Union Poverty Reduction Steering Committee
skills & exPerieNce: Ashleigh-Ann Arnold was appointed as the Legal and External Affairs Manager, Carreras Limited in March 2016. She previously served as the Legal and External Affairs Executive for Carreras since 2008 and concurrently since 2014, Legal and External Affairs Executive for 11 Markets in the Northern Caribbean for Carisma Marketing Services, another British American Tobacco Company. After joining the Company in 2005 as a Management Trainee, Ashleigh was promoted to the role of Corporate and Regulatory Affairs Executive during which time she played an integral role in the execution of the Company’s reputation and regulatory strategy. In February 2012, she was seconded to British American Tobacco Caribbean and Central America’s (BATCCA) Area Offce in Costa Rica as the Area Corporate Social Responsibility & Regulations Executive where she was responsible for developing and coordinating BATCCA’s corporate social responsibility initiatives and regulatory strategy in 30 Ashleigh-Ann ARNOLD markets across the Caribbean and Central America.
QualificatioNs: BSc. (Cum Laude) Integrated Marketing Communications, Winthrop (LEGAL & EXTERNAL AFFAIRS University, USA MANAGER) MA (Dist.), Communications Studies, University of the West Indies, Mona BSc. (Hons), MA (Dist)
NatioNality: Jamaican PositioN: Marketing Deployment Manager
other aPPoiNtmeNts: Adjunct Lecturer at the University of Technology
skills & exPerieNce: Rohan Campbell joined the Company in December 2011 as an Area Sales Manager, managing four depots in the Western Region. From November 2014 to June 2015, Rohan served as the Acting Trade Marketing & Distribution Manager. In September 2015, Rohan assumed the role of Project Coordinator for the DX change over, having special responsibility for redesigning the Company’s route to market/distribution structure, leading to a signifcant reduction in distribution cost. In April 2017, Rohan was seconded on an International Assignment to BAT’s Caribbean and Central American Area Offce in the capacity of Area Brand Executive. In this role, Rohan had oversight for brand building for the aspirational premium portfolio in 22 markets across the Caribbean. During this assignment, he also assumed the role of Marketing Deployment Manager, double-hatting to manage the portfolio and marketing efforts for the Caribbean cluster. Before joining Carreras, Rohan held several marketing and sales management positions including Business Unit Manager at HD Hopwood and Company and Dairy Sales Manager at World Brand Services (a Division of Grace Rohan CAMPBELL Kennedy). Throughout his career, Rohan can be credited for successfully launching several new products, resulting in increased market penetration as well as implementing several staff recognition initiatives. (MARKETING DEPLOYMENT MANAGER) QualificatioNs: BSc. (Hons) in Management Studies BSc. (Hons), MBA (Dist.) MBA Marketing (Dist.), both from the University of the West Indies
Carreras Limited Annual Report 2019 36 Strategic Report Governance Management's Discussion & Analysis Financial Statements
NatioNality: Trinidadian PositioN: Human Resource Business Partner
skills & exPerieNce: Portia Darsoo was promoted to the position of Human Resource Business Partner for Carreras in January 2019. She joined the HR team at West Indian Tobacco in 2014, holding different positions in both the Commercial and Operation areas of the business. In April 2017, she was promoted to the position of Aurora Project Lead – Caribbean and Central America in BAT´s Costa Rica offce where she was responsible for the modifcation and implementation of a Global HR project for nine (9) end markets. In February 2018, she was seconded to BAT´s Colombia offce in the position of Human Resource Business Partner as part of the SANCAR (South America North and the Caribbean) integration for her expertise in Caribbean HR. Portia has over 12 years’ experience in HR and has worked both in the Manufacturing and Financial Sectors in Trinidad and Tobago, prior to joining BAT. She is experienced in Talent Acquisition, HRIS Implementation, Training and Development, Performance Management, Project Management and Labor Relations.
QualificatioNs: BSc (Hons) Management Studies and Sociology, University of the West Indies, St Augustine Portia DARSOO MSc (Dist.) Human Resource Management, Heriot-Watt University
HUMAN RESOURCE BUSINESS PARTNER BSc. (Hon), MSc (Dist)
NatioNality: Trinidadian PositioN: Trade Marketing and Distribution Manager
skills & exPerieNce: Jason Fournillier was appointed to the position of Trade Marketing and Distribution Manager for Carreras Limited in January 2019. Jason began his career with the BAT Family in 2004 at West India Tobacco Ltd. as a Trade Marketing Executive, after four months moving on to specialize in the Horeca Channel (Horeca -Hotel, Restaurant, Café). Over the years, Jason has worked in BAT Caribbean & Central America in several roles including Marketing Management Trainee, specializing in Trade Research and Retail Communication, Trade Marketing & Distribution Manager & Area Manager and Marketing Process Lead. As Marketing Process Lead for the Global SAP Transformation Program which involved the development of a communication platform for SAP and roll out, Jason led of one of BAT’s largest ever business transformation programs across the Caribbean and Central America. In BAT Spain, he successfully standardized Retail Audit and GCS information for Spain Mainland, Portugal and The Canary Islands. He has also served as Managing Director for Demerara Tobacco, where he developed a regulatory engagement platform for Tobacco Control/Illicit Trade. In July 2016 he became Territory Manager for CARISMA Marketing BAT SANCAR (Colombia, Venezuela, Caribbean) where he led the rebuilding Jason FOURNILLIER and retooling of the export arm of West Indian Tobacco Ltd. Before, beginning his career with the BAT Family, for nine years Jason held various positions in the banking TRADE MARKETING AND sector, moving through the ranks to the position of Corporate Loans Offcer. DISTRIBUTION MANAGER QualificatioNs: Business Manager Transition Program, British American Tobacco. BSc. BSc. Management Studies (Special), University of the West Indies
37 Carreras Limited Annual Report 2019 Financial Statements Management's Discussion & Analysis Governance Strategic Report
MANAGEMENT DISCUSSION & ANALYSIS
Carreras Limited Annual Report 2019 38 Strategic Report Governance Management's Discussion & Analysis Financial Statements
MANAGING DIRECTOR’S OVERVIEW
The year has been simultaneously Managing Director rewarding and challenging. The challenges met and overcome by the Carreras team, demonstrate Marcus Steele resilience, innovation, strength and agility. Despite an increasingly complex operating environment, the management team has remained fully committed to delivering enviable returns to our shareholders through various strategic initiatives. During the year, these key initiatives included efforts to achieve greater route to market efficiencies, leveraging the strength of our brands and increasing the core competencies of staff. Our approach to solving complex issues and executing our strategic plans helps to ensure that we continue to deliver value to our shareholders and certifies our commitment to a strong Carreras.
The performance this past year is reflective of an operating environment defined by decreased customer purchasing power and overall affordability challenges by some of our consumers, who in search of lower price alternatives, may participate in the very active and prevalent illicit cigarette trade. Given these external factors, we have had to place greater focus on keeping our brands healthy and at the forefront of innovation, as well as continually refine our route to market approach. The investment in these strategic priorities led to a 9% increase in our administrative, distribution and marketing expenses. Consequently, Profit after Tax declined by 2.2%, from $3.5 Billion in 2018 to $3.4 billion in 2019. However, I should highlight that Operating Revenue increased by 2.8%, $12.6 Billion in 2018 compared to $12.9 Billion in 2019, representing a slight recovery in sales volumes after the 21.4% March 2017 Special Consumption Tax increase. The Compound Annual Growth rate over the five- year period for Profit After Tax
39 Carreras Limited Annual Report 2019 Financial Statements Management's Discussion & Analysis Governance Strategic Report
and Operating Expenses is 3.7% and 0.30% respectively, serves as the legal alternative to the illicit cigarette indicating a trend of overall growth. brands. Ultimately, our brands remain robust, vibrant and effective. We maintain that a natural consequence of frequent and excessive increases in tobacco excise is increased We have sustained our image as a successful Company interest in the illicit trade by consumers seeking a through the transformative effect capable staff cheaper alternative. In 2018, the Company continued has on any action plan. In 2018, we implemented a to work with the authorities to educate customers and multi-faceted, accessible HR system, various training consumers about the illegality and risks of consuming opportunities and the resolution of ongoing requests. unregulated, illegal or smuggled products. We also As Carreras endeavours to continue to be a place of staged a successful Anti-Illicit Trade Conference which choice to work, we continue to be a place of choice for was held to; sensitize key stakeholders in the fight success. Programmes such as Leading Self and Leading against the illicit trade on the size and scale of the issue, Managers and British American Tobacco (BAT) Global present a global perspective and best practice solutions Graduate Programme have extended our ability to from a widely recognized expert on International illicit detect and nurture future leaders within the Company. trade, and highlight the need to further refine the Our commitment to continuous development of our private-public collaborative framework, all of which we staff has allowed us to work across departmental see as critical components of any strategy to reduce lines to build collaborative roadmaps to joint action, the incidence of illegal cigarettes. The commitment of triggering an increased ability to move the needle the authorities to stemming the proliferation of illegal in areas of great importance. We also continued to cigarettes was reinforced in the observed collaboration empower our employees on “Delivery with Integrity” between the Police and the Jamaica Customs Agency, as through various training platforms such as e-learning well as the respective vigorous efforts of each agency, and webcasts, that will allow them to better identify that led to historic illegal cigarette seizures during and mitigate challenges related to key compliance the year. It underscored the collaborative power of areas such as anti-bribery and anti-corruption (ABAC) partnerships in achieving much greater collective impact laws. This was a BAT-wide initiative aimed at driving a than would be possible by any one organization or consistent approach to compliance across the Group. sector working in isolation. I extend my sincere thanks to every single employee. In the stepwise decision-making process, there exist Our impressive and loyal employees continue to serve certain prerequisites for customer action. With the as foundational building blocks in constructing strategy presence of the illicit trade, one of the most important and executing tactical adjustments. We have enjoyed prerequisites for Carreras to satisfy is the availability further commitment to work-life-balance, productivity of our key brands. We therefore continue to revise and success, and will make every effort to continue our route to market approach. Team members were doing so. given renewed training and new opportunities for advancement. Additionally, this year, with the aid of I also offer my gratitude to the Chairman and the entire increased security staff and a plan to deliver to more board. Their advice, leadership and expertise over areas than ever before, we had great success. In order to the past year have been invaluable. Thank you to our reclaim areas dominated by the illicit trade and perform customers and consumers, thank you for your loyalty. market disruption in the areas where it is present, We will do our best to continue to earn your continued how we get our products to customers remains a key support and trust. strategy. Managing our operations efficiently, responsibly and The value of efficiently delivering our products is effectively remains a priority for the Management inextricably linked to our ability to capture the hearts Team. As we keep our finger on the pulse regarding and minds of our consumers through marketing. This emerging technologies, we will continue to stabilize year, the marketing team did just that. Through our volume base and secure opportunities to deliver customer-feedback and in-field observation, we have sustainable growth by delivering customized attractive developed a deep understanding of the Jamaican value propositions to different segments of the market. consumer, culminating with a deeper appreciation of how much a single event or moment can affect a Quality staff recruitment, agile management and skilled person’s relationship with a brand. manoeuvring will continue to dominate our execution. This year, Carreras was strong. In the years to come, we We also maintained the diversity of our offerings, as are confident the Company will grow even stronger. well as the high standard of our products. Craven A and Matterhorn are still the number one brands in their Marcus Steele respective categories, while Pall Mall is effective in offering a high quality and cost-effective brand that Managing Director
Carreras Limited Annual Report 2019 40 Strategic Report Governance Management's Discussion & Analysis Financial Statements
FINANCIAL PERFORMANCE
Carreras Limited earned Operating Revenue of $12.9 billion (2018: $12.6 billion) and delivered a Profit After Tax of $3.4 billion (2018: $3.5 billion) for the financial year ended March 31, 2019. The Company experienced a 2.8% growth in Operating Revenue, signaling a slight recovery in sales volumes compared to the 2018 financial year. We are encouraged by this volume recovery and once again reaffirm our commitment to be the world’s best at satisfying consumer moments in tobacco and beyond.
Our strategy and focus for the 2019 financial year included the stabilization and recovery of volumes and providing value to consumers. Our core brands – Craven “A” and Matterhorn, performed well during the period, and continued to be the choice of adult tobacco smokers.
The sharp decline in volumes that followed the $4.1 billion or $0.85 per share, a 15% increase over the 2017 increase in tobacco excise has been widely corresponding period last year. Similarly, the dividend communicated. So too has been the fact that excessive yield increased over last year, being 9% for 2018/19 increases in tobacco excise have resulted in the transfer compared to 7% for the prior year. of volumes from the legal trade to the illicit trade in cigarettes. Within this context, we are pleased that our The liquidation process for Cigarette Company of 2019 strategy and focus to recover volumes has been Jamaica Limited (CCJ), which commenced in 2004, met with some success, representing a pivotal point for was completed during the year. CCJ was dissolved the business. by the Registrar of Companies, Companies Office of Jamaica, on November 9, 2018. Having received its final Although there were increases in Operating Revenue distribution from CCJ of $534.0 million (net) during the and Gross Operating Profit, increases in Administrative, year, Carreras Limited in turn made a special distribution Distribution and Marketing Expenses have outweighed to its stockholders on August 30, 2018. these, resulting in a 2.2% decline in Profit After Tax compared to the previous financial year. The increase Overall, the Company had a rewarding financial in Distribution and Marketing Expenses are mainly year. The outlook continues to be positive and the responsible for the growth in overheads. Firstly, the Company remains “fit for the future” having laid a solid Company increased investments behind our core brands, foundation over the years and established a process of Craven “A” and Matterhorn in order to reinforce the continuous improvement. Thus, ensuring a talented, brand value proposition to our customers. Secondly, diverse, highly motivated and committed team, an because of the increased levels of crime, we reorganized exceptional portfolio of brands which remain the choice the sales routes to avoid certain high-risk areas and of consumers, and an excellent route to market platform increased the security around our sales personnel. This to safeguard the sustainability of the business for all resulted in increased security costs. Thirdly, during the stakeholders. year, the Company commenced the investment in its new route to market structure. This structure which is Key performance indicators reflecting the Company’s scheduled for implementation in our upcoming financial results for the 2018 /19 financial year along with year, will focus on the re-organisation of the sales force comparatives are: and the distribution routes. It is worthy to note, that having increased cigarette prices in March 2017 because 2019 2018 of the significant 21.4% increase in Special Consumption Trading profit margin 34.9% 36.6% Tax on tobacco, the Company has not taken a price increase during the two years subsequent, that is, since Operating profit / Operating Revenue 35.4% 37.3% March 2017 to present, despite an increase in its cost Cash provided by operations $3.7B $3.3B base. Earnings per stock unit 70.2¢ 71.8¢ As in previous years, we have continued to focus on Stockholders’ return on equity 255.1% 170.7% creating value for our stockholders. For the 2018/19 financial year, Stockholders’ Return on Equity totaled Distribution per stock unit 85¢ 74¢ 255.1%, compared to 170.7% in 2018, indicating growth Dividend yield 9% 7% over the prior year. Dividends paid for the year totaled
41 Carreras Limited Annual Report 2019 Financial Statements Management's Discussion & Analysis Governance Strategic Report
Profit After Tax The Company’s share price closed at $9.43 at March 31, 2019 (March 31, 2018: $10.61) reflecting an 11% decline 2014/15 2015/16 2016/17 2017/18 2018/19 over the previous year. During the previous year, the 3,806 Company implemented at 10:1 stock split which resulted 3,485 3,407 in the stock trading at prices as high as 37% above the 2,943 3,011 closing price just prior to the announcement of the split by the Board of Directors and the immediate period that followed. Such increases are normal in the event of a stock split.
At a price of $9.43 at March 31, 2019, the Price Earnings Ratio is 13.4 times, comparable to that of the industry. Over the 5-year period from 2014/15 – 2018/19, the Compound Annual Growth Rate for the Company’s share price approximates to 24.0%. 2014/15 2015/16 2016/17 2017/18 2018/19 Dividends Profit after Tax (in Millions of JMD) The Company distributed $4.1 billion (2018: $3.6 billion) to shareholders for the 2018/19 financial year, representing a dividend of 85¢ per stock unit (2018: 5-year CAGR: 3.7% 74¢ per stock unit), an increase of 15% over the prior year. This year’s dividends include $534.0 million or 11¢ per stock unit in relation to CCJ’s final distribution The Company recorded Profit After Tax of $3.41 billion on liquidation. Overall, the increased amounts paid (2018: $3.49 billion), a 2.2% decrease compared to the to stockholders reflect the continued importance of prior year. The Compound Annual Growth Rate for providing annual distributions. the 5-year period, 2014/15 to 2018/19, which indicates a creditable performance over the period, reflects an 2014/15 2015/16 2016/17 2017/18 2018/19 average growth of 3.7% in the Company’s Profit After 0.89 Tax per annum. 0.85 0.81 0.74 For the 2018/19 financial year, the main line items 0.71 contributing to this year’s out-turn are summarized. Operating Revenue grew by 2.8% driven by a small uptick in volumes whilst Cost of Operating Revenue comprising Special Consumption Tax, Customs Administration Fee and material and related costs increased by 3.5%, mainly in correlation to Operating Revenue. There was an 9.3% increase in Administrative, Distribution and Marketing Expenses compared to 2014/15 2015/16 2016/17 2017/18 2018/19 the previous period, attributable mainly to increased Distribution and Marketing expenses. Dividend per Share (Note: As a result of the 10:1 stock split which was effective September 20, 2017, dividend per share for previous years have been restated for comparison purposes.)
Share Price (JMD) 5-year CAGR 24.0%
(Note: As a result of the 10:1 stock split which was effective September 20, 2017, the share price for previous years has been restated for comparison purposes.)
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PROFIT AND LOSS ANALYSIS Almost 10 million sticks of cigarettes (equivalent of one 40 ft. container) was seized by the authorities, Operating Revenue this with a value of approximately $500 million. We continue to wish for more successes in this area, as 2014/15 2015/16 2016/17 2017/18 2018/19 apart from the impact of the illicit trade in cigarettes on the legal industry, the Government stands to lose 13,509 12,906 billions of dollars in revenues. Additionally, as the 11,980 12,550 11,208 quality assurance processes of illicit cigarettes are compromised, they pose an even greater risk to the health of its consumers.
Within this context, the strength of our brands continues to be reflected in the Company’s revenue performance. The Company has continued to invest in its core brands, Craven “A” and Matterhorn and remains 2014/15 2015/16 2016/17 2017/18 2018/19 resolute in its commitment to consumers – to be best at satisfying consumers moments in tobacco and beyond.
Operating Revenue (in Millions of JMD) Cost of Operating Revenue 5-year CAGR: 3.6% 2014/15 2015/16 2016/17 2017/18 2018/19 6,970
6,470 Carreras Limited reported Operating Revenue of $12.9 6,244 6,249 billion for the year ended March 31, 2019, representing an increase of $356.4 million or 2.8% compared to 5,867 the prior year; being positively impacted by a slight recovery in sales volumes. The Compound Annual Growth Rate for the 5-year period was approximately 3.6%, showing sustained year-on-year growth. 2014/15 2015/16 2016/17 2017/18 2018/19 The industry in general and the Company has seen a sharp decline in sales volume since the 21.4% excise increase was implemented on March 13, 2017. We are Cost of Operating Revenue (in Millions of JMD) aware that this exorbitant increase was preceded by increases both in May 2016 and in March 2015 of 16.7% and 14.3%, respectively, Cost of Operating Revenue which includes mainly Special Consumption Tax (SCT), Customs Undoubtedly, the $3 per stick or 21.4% excise increase Administrative Fee (CAF) and product costs amounted in March 2017, represented the “tipping point” for to $6.47 billion, a 3.5% increase compared to the $6.25 consumers as this increase further impacted their billion recorded in prior year. The increase in the Cost ability to pay for legitimate brands. There is a direct of Operating Revenue is in direct correlation to the correlation between the imposition of excessive excise increase in Operating Revenue being impacted mainly increases and unintended consequences such as the by increases in SCT and CAF. Together, these account growth in the illicit trade in cigarettes. for $188.8 million or 85.5% of the total increase in the Cost of Operating Revenue. Product costs were also For the 2018/19 financial year, the have noted a slight negatively impacted by the movement of the Jamaican recovery in sales volumes and this augurs well for the Dollar versus the United States Dollar, which on average future. Our strategy and focus for 2019 included the showed a 2% devaluation for the year. stabilization and recovery of volumes and providing value to consumers, and we have begun to reap the Operating Expenses benefits, though only at an initial stage. As a part of our 2019 strategy, we focused on our People, Brands and our Route to Market, thus ensuring a consumer centric approach. During the year, we continued to partner with the Government to encourage their implementation of a sustainable excise strategy as well as underscoring the need for the authorities to remain relentless and vigilant in the stamping out of the illicit trade.
We congratulate the authorities on their unprecedented illicit cigarette find that took place in June 2018. Operating Expenses (in Millions of JMD)
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Administrative, Distribution and Marketing Expenses FINANCIAL POSITION REVIEW totaling $2.01 billion increased by $165.7m or 9% over The Group’s financial position remains strong and the prior year’s $1.85 billion. Over the 5-year period, the working capital position remains healthy. Compound Annual Growth Rate approximates to 0.30%, indicating that on average the annual growth in Total assets as at March 31, 2019 amounted to $3.49 overheads have been negligible. billion (2017/18: $3.99 billion). Compared to the prior year, increases were noted in property, plant and The lion’s share of this year’s increase in overheads equipment and inventories whilst on the other hand, was attributable to Distribution expenses. Distribution there was a marked reduction in accounts receivable. expenses amounting to $773.4 million increased by $139.8 million or 22% as the Company sought to The working capital which indicates the Company’s respond to the changes in the environment and the need short-term liquidity position, amounted to $1.0 billion to strengthen and support the field force in the delivery at March 31, 2019 (2018: $1.77 billion); decreasing by of volumes. Notable increases were security and staff $771.8 million or 43.6% compared to the prior year. costs. The current ratio at March 2019 remains relatively strong at 1.52:1 compared to 2.05:1 for March 2018. The Within the context of a 3.4% inflation rate, change over last year is indicative of reductions in both Administrative expenses totaling $1.10 billion (2018: accounts receivable and in cash and cash equivalents $1.09 billion), grew by 1.3%. of 14% and 22%, respectively, combined with the 35% increase in accounts payable. The Company continued its investment in innovation of our core brands, Craven “A” and Matterhorn. Marketing Cash and cash equivalents which accounted for 51.2% of expenses, including sponsorship, promotions and the total assets, amounted to $1.79 billion as at March product development totaling $139.8 million, increased 31, 2019 (2018: $2.31 billion). For the year in review, the by 9.0% over 2018. net cash provided by operating activities amounted to $3.69 billion and net cash utilized by investing activities, As in previous years, management continues to employ comprised of mainly fleet renewals, totaled $65.3 various cost containment and cost cutting initiatives as million. appropriate. Accounts Receivable which decreased by $131.9 million Other Operating Income or 14.5% compared to the prior year was driven Other Operating Income which is normally comprised primarily by decreases in trade receivables partially of interest Income, foreign exchange variances and offset by increases in prepayments. Trade Receivables the write back of unclaimed dividends amounted totaling $576.8 million decreased by $286.2 million or to $149.9 million in current financial year. Overall, 33.2%. The overall reduction in accounts receivables is Other Operating Income declined by $73.8 million or positive and reflects the improvement in the collection 33.0% compared to the prior year, due mainly to the period from approximately 25 days to 17 days as well inclusion of SCT revaluation gains of $82.7 million in the as a slight shift in the sales volumes by channel. This Miscellaneous Income for the previous year. This was improvement is even more noteworthy considering not applicable for the current financial year. the slight uptick in sales volumes which was previously mentioned. Apart from this, interest income which amounted to $67.5 million decreased by $21.9 million or 24%, The allowance for impairment losses totaled $5.8 million reflecting the decline in market interest rates as well as or 1% of trade receivables for the year. Having adopted the reduction in investment balances over the year. On IFRS 9, Financial Instruments, from April 1, 2018, this the other hand, the write back of unclaimed dividends year’s figure measures expected credit losses using a totaling $60.9 million and increasing by $43.2 million provision matrix based on observed default rates over or 244% compared to the prior year, contributed the expected life of the trade receivables, adjusted for positively to this year’s out-turn. forward looking estimates.
The Group continues to strategically manage its Cash & Cash Equivalents Accounts Receivable cash holdings to maximize returns from investment placements and to ensure that working capital needs are adequately covered. 1,345
448 612 911 779 Income tax 3,725 The effective tax rate for the 2018/19 financial year 2,622 2,583 2,307 amounted to 24.6% slightly lower than the 24.9% 1,790 recorded for 2017/18. Income tax for the period totaling $1.10 billion (2017/18: $1.15 billion) decreased by 2014/15 2015/16 2016/17 2017/18 2018/19 3.8% compared to the prior year. Credit Risk (in Millions of JMD)
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Credit risk is the risk of loss arising from a counterparty to a financial contract failing to discharge its obligations and arises principally from the Group’s receivables from customers, cash and investment securities. At March 31, 2019, the Group’s credit risk resulting from receivables and cash and investments totaled $2.4 billion, a 25% reduction compared to the $3.2 billion reported for the prior year. Compared to the prior year, both cash and cash equivalents, as well as accounts receivable showed significant reductions.
With effect from October 1, 2018, the Company has been party to a Credit Risk Insurance Policy, under a Financial Interest Clause, through its ultimate parent, British American Tobacco PLC. The Company now has in place insurance coverage for a substantial part of Total Liabilities (in Millons of JMD) its credit portfolio, thus further mitigating the risk of default by customers.
Management ensures that the credit and investment SHAREHOLDERS’ EQUITY policies that are in place adequately addresses the Total equity which amounted to $1.34 billion, decreased counterparty risks and as in previous years, these by $707.2 million over the prior year. Profit for the are continually and rigorously monitored by both year of $3.41 billion and distributions to shareholders Management and the Board of Directors. totaling $4.13 billion were the main components which accounted for the change. Total liabilities as at March 31, 2019 which amounted to $2.16 billion increased by 10.9% compared to the prior The Company distributed $4.13 billion (2018: $3.59 year. This was mainly attributable to the increase in billion) to shareholders for the 2018/19 financial year, accounts payable offset by the decrease in income tax representing a dividend of 85¢ per stock unit (2018: 74¢ payable. per stock unit), an increase of 15% over the prior year.
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MARKETING TRADE MARKETING AND DISTRIBUTION
Carreras has always held a positive outlook, believing develop new and even more innovative products to that our optimism and drive are key to our success. 2018 add to this range of potential choices. We are proud of was no different as we executed a strategy designed to all our brands and believe that all our products have a satisfy consumer moments in tobacco. role to play in our business success and our ambition to transform tobacco. Principles of excellence in execution, operating in a responsible manner and guaranteeing an efficient Route to Market Improvements delivery of service to our customers form the basis on Our most recent Route to Market improvements have which we manage our business. Focus on these key brought a level of market control that allows Carreras areas has allowed Carreras to maintain its position as the the opportunity to properly defend against the illicit leader within a category that is faced with increasing trade and improve our overall level of service. Our competition on several fronts. project team made a careful evaluation of our previous model and sought to build on the strengths of our The Company is aware of the dynamic environment distribution model, and propose some changes in areas in which we operate and the continuing fight against not at optimum capacity. The most notable of these the flow of illicit tobacco brands into the market. changes was the return to motor vehicles as our main This leakage represents a threat to the consumer, the point of distribution. These vehicles are now able to government and our business. In 2018, the Company deliver effective direct sales reach, that addresses both continued to work with the authorities to educate our out of stock and illicit trade concerns. Our sales teams customers about the dangers of consuming unregulated, have also been retooled with selling skills focused on illegal or smuggled products. We are hopeful that this productivity, efficiency and drive for results. While will help all companies and consumers in Jamaica to these adjustments offer an opportunity to cover a support the legitimate trade in all consumer products. wider geographical base, our sales teams are also able to do this in a safer and sustainable manner. We believe Volume Stability the benefits to be derived from the Route to Market Following excise adjustments in the previous period, improvements will provide the opportunity for Carreras 2018/2019 saw a gradual stabilization of volumes. as to establish a distribution footprint that delivers on our our brands Craven A, Matterhorn, and Dunhill delivered objectives. a level of choice to consumers. Pall Mall was able to perform quite admirably as a viable alternative to the illicit products that continue to be a growing challenge. We make it happen! The passion of our people is key to our continued While smokers have historically had very few success. Our focus in 2018 continued to be on building alternatives to combustible cigarettes, innovation is and inspiring our sales teams and creating a safe now providing adult consumers with a greater choice working environment where passionate and driven of tobacco and nicotine products that are potentially people can thrive. We look forward to the upcoming less risky than cigarettes. We are monitoring the year with optimism and a make it happen attitude. We development of these categories and continue to are confident we have the right team in place to deliver on our goals for 2019 and beyond.
New fleet of distribution vehicles
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BRAND MARKETING Cra ven A b ra nd e d V a n
Marketing in today’s world requires agile brands; able to fully identify, decode and provide solutions to consumers’ needs, whilst creating deep emotional connections. Despite existing in an industry typified by multiple perverse variables, Carreras remains steadfast in its commitment to creating increased shareholder value by leveraging the strengths of our brands. In 2018 we advanced considerably in our agenda toward bolstering our legendary brands. Our brands continue to be a key source of competitive advantage for us; the fruits of which are manifested in our solid financials. We remain deeply committed to advancing our understanding of our “raison d’etre”, our consumers. Our efforts for 2019 and beyond will see to us providing superior quality products, further exploring consumer moments and leading them on a path toward greater satisfaction with our brands.
Remaining Relevant in Key Consumer Updating our Portfolio Moments Our local beauties (Craven “A” and Matterhorn) remain We celebrate our consumers on every available foremost on our key priorities. Craven “A” reigns occasion. We have developed an intimate understanding supreme as the real robust full-flavoured variant and of the Jamaican consumer and know that to remain Matterhorn stands as the undisputed leader in freshness relevant we need to be present in the most fitting and stimulation. These iconic brands have become the moments of consumption and situations of use for hallmark of quality and represent in the minds of our our brands. This is why in 2018, we drew even closer consumers, a promise of a truly remarkable quality to our consumer base with our activations during the smoking experience. With the solid equity they have adult events and entertainment spaces, creating new built over the years we believe our brands not only experiences and rewarding consumers for their loyalty have the ability, but the responsibility to continue to to our stalwart brands. We developed programs and evolve and give consumers added value. We spent much partnered with key events to ensure that we created of the past few years leading into 2018 doing deeper truly magical moments. We maintained prominent insights, gathering to uncover the major desires of our presence with our fresh vibrant activations within the aspirational consumer target and feel we are now ready local carnival scene through our partnership with the to chart a new course for our portfolio. The future for “Bacchanal Jamaica” series and also created waves with our brands could not look brighter. Our consumers are our bold powerful activations for the 20th staging of in for an exciting treat. They have told us that whilst “Reggae Sumfest”, dubbed “the greatest reggae show they love our core products, they are open to greater on earth”. We will continue to activate and maintain a experiences from the brands. We will be ensuring that presence in key spaces and moments of consumption to our brands not only continue to meet our consumers’ ensure resonance and that we are the referent brand for core needs but also personify the future expressions of our consumers. consumers’ expectations. Something is happening…we look to the new, whilst we leverage, celebrate and pay homage to what our consumers have traditionally come to know, love and trust about our brands.
47 Carreras Limited Annual Report 2019 Financial Statements Management's Discussion & Analysis Governance Strategic Report
Craven A Bar Display Exploring Additional Opportunities Over the years we have developed a distinct competence in satisfying the needs of adult consumers of factory manufactured cigarettes. We believe that to better meet the evolving needs of our consumer base, we should explore complementary product categories and offerings. We have tried in the past with our “Fyah Grabba”, make your own variant. Whilst this product proved not to be the exact fit for our consumers, we believe opportunities exist for further expansion of our product. In keeping with our ethos of progress over perfection, we have taken away many key learnings from our previous experience and are even better equipped to uncover and capitalize on consumer understandings for the future. We will explore categories with a good fit for both our destination portfolio and our route to market competences and capacity.
Creative Activations As responsible tobacco marketers, we ensure that we only engage with adults who choose to consume our products as per our International Marketing Principles. As such we make every effort upon qualifying our consumers, to activate in creative ways that resonate with and appeal to our consumer base. In 2018, we raised the bar with not only the coverage Craven A Activation at Reggae of our activations, to include island-wide and deeper penetration; but Sumfest 2018 higher quality, more meaningful consumer interactions. For 2019, we will move to another mile marker and will have more one-on-one interactions with consumers and customers; opening the door for a much more intimate brand experiences.
Creating a legacy of solid brands is a continuously evolving and iterative process. We strive for excellence in our understanding of key consumer insights, move to quickly advance our delivery of new levels of satisfying customer experiences and progress in fortifying our established competences. Our consumers remain at the heart of what we do. We hope to not only change to suit their needs but to also lead the path of change for them to meet us along their journey. We build brands which reflect who they are, who they are becoming and that will write the story for who they can be.
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LEGAL AND EXTERNAL AFFAIRS
THE REGULATORY ENVIRONMENT Through the programme, the Company helps to educate Tobacco Regulations and Excise customers and consumers about It is well known that tobacco is one of the most highly regulated products the law prohibiting tobacco throughout the world and globally, we continue to see the introduction of sales to minors and by minors tobacco control measures predominantly focused on tobacco packaging and supports its retailers in and labelling, public place smoking, and restrictions on tobacco advertising preventing underage access to and promotions. tobacco products by providing Point of Sale (POS) signage with In our sphere, the impending introduction of new tobacco control measures the message “We/ I don’t sell by the Government remained a key area of focus for the Company. The cigarettes to persons under 18, it’s Minister of Health continued to state the imminent introduction of the Law”. This is a British American regulations that will prohibit all forms of tobacco advertising, promotions Tobacco (BAT) wide campaign and sponsorships; sales of all forms of tobacco products to minors, and and is implemented in more than increased taxes on tobacco products. We believe the regulation of our 70 countries in which BAT markets products is necessary and have expressed our support and readiness to and distributes its products. With comply, however, we continue to implore the Government on the need for BAT’s shift to a multicategory balanced and practical regulations that meet the Government’s national business- with its offer of Vapour health objectives, whilst recognizing the legitimate commercial right of and Tobacco Heating Products, the the legal tobacco industry to market and distribute its brands, as well as Youth Smoking Prevention (YSP) the decision taken by adult consumers to consume a legal product. The programme has been replaced with responsible marketing and distribution of our products is entrenched in the Youth Access prevention (YAP) our operations, and so whilst we await and prepare for the introduction of Programme. the new regulations, we continued to observe our own internal marketing standards as well as ensured full compliance with the tobacco control The YAP launch in Jamaica is regulations in force. simply a continuation of Carreras’ partnership with retailers in The Company also continued to raise awareness and caution the upholding the minimum age law for Government on the unintended consequences of the proposal to implement tobacco access and its own internal further increases in excise on tobacco products, chief of which is creating standards of no sales to persons a greater demand for cheap illegal cigarettes due to affordability issues as under 18 years of age. the pricing gap between legal and illegal cigarettes widens. The resulting transfer of volumes from the legal to the illegal cigarette trade, and the Importantly, this relaunched YAP ensuing implications of a thriving illicit trade, would only run contrary to programme for Jamaica features the Government’s tobacco control efforts. The Company has therefore POS materials with the message been relentless in calling on the Government to not only consider the World “We don’t sell illegal cigarettes, Health Organization’s FCTC dictates as it relates to implementing high it is an offence- you can be fined levels of tobacco excise, but to implement a sustainable excise policy that and arrested” which is aimed at fully considers the Jamaican market reality, vis a vis affordability issues that discouraging illegal cigarette sales fuel an active illicit trade. and emphasizing that such activity is a criminal offence in outlets that sell cigarettes. The Company believes Youth Access Prevention Programme that this Anti-illicit campaign In 2019, the Company re-launched its Youth Access Prevention (YAP) message is timely given the campaign which was first implemented by the Company in 2008, then significant inflow and prevalence called the Youth Smoking Prevention (YSP) programme. Since that time, the of illegal cigarettes within the Company has maintained the programme in all the outlets it distributes its domestic market. products across the island (approximately 3500). The Illicit Trade in Cigarettes During 2019, the Company recognized the enforcement efforts of the authorities, namely the Jamaica Customs Agency and the Counter Terrorism and Organized Crime Investigation Branch (C-TOC), with the major finds of a variety of illicit cigarettes; most notable of which was the seizure of over 850 master cases.
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These historic seizures no doubt sent a signal of the illegal trade, we continue to reiterate that at the heart authorities’ resolve to stamp out illegal cigarettes of any strategy or solution, is the need for a sustainable in the domestic market. Whilst we were encouraged tobacco excise policy that recognizes the direct link by the strong enforcement efforts of the police and between increasing tobacco excise and the proliferation Customs, we continued to impress upon the need for of illegal cigarettes within the market. stronger port and border monitoring and protection to prevent these illegal goods from entering the island The Company continued to play its role in the fight in the first place, as the reality is such that once these against illicit cigarettes through its implementation illegal cigarettes enter the domestic market, it is much of sustained mass media and trade communication more difficult to locate and contain. We also continued campaigns that raise awareness in identifying illegal to highlight the significant challenges these illegal cigarettes among the authorities, retailers, consumers cigarettes pose to the Government, not only in terms and the general public. For the first time as well, the of its revenues, but as well to its health and tobacco Company staged a very successful Anti-Illicit Trade control agenda. Conference which had as its main objective, to bring together a wide cross-section of the stakeholders in We further pointed out the nexus between the illicit Government and crime fighting, to bring awareness to cigarette trade and the criminal underworld and have the illicit trade and underscore the urgency in tackling maintained our call on the Government, to vigorously the issue. A key takeaway of this conference was the pursue and bring to justice those persons involved, collaborative power of partnerships and the greater and in tandem with that, to review and reform the collective impact these enforcement agencies can have fines, penalties and sanctions for dealing in and being by working together and creating stronger and more caught with illicit cigarettes. In addition to these useful synergies in the fight against the Illicit Trade. recommendations to the Government in fighting this
• Marcus Steele, MD Carreras, Michael Ellis, renowned expert on Global illicit trade and keynote speaker at the Conference, Mr, John Padgett, BAT Government Affairs and Anti-Illicit Trade Manager, Caribbean, and Hon. Horace Chang, MP, Minister of National Security in discussion at the Conference • Speakers on the panel of experts at the Conference • Michael Ellis in discussion with attendees at the conference
Main Drivers of the Illicit Trade
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CORPORATE SOCIAL RESPONSIBILITY
Over the years, Carreras has consistently sought opportunities to address critical challenges in Jamaica. Consistent with our perceived and demonstrated role as part of the group of companies in Jamaica, who play a significant role in nation-building, we remained steadfast in encouraging creativity, productivity & innovation through increased educational and community-building activity in the year 2018/2019. We believe that through these priorities we can make a seminal contribution to Jamaica, touching live in ways that change and influence them positively.
Employees pose after the 2018 Labour Day project. 2018 Scholarship Awardees pose with, seated in the front row, Managing This year, we would like to highlight Director, Marcus Steele 5th left, The Honourable Shahine Robinson, MP Minister our Labour Day project. In keeping of Labour and Social Security 6th left and the Minister of State in the Ministry of with the National theme for Labour Foreign Affairs and Foreign Trade, Senator, The Honourable Pearnel Charles Jr., Day to “Restore, Preserve and 7th left. Beautify”, we worked on painting EDUCATION the Half-Way Tree Police Station. The activity saw staff at all levels This year, from over 300 applicants, we made 42 awards to students across working together to give the the island, spanning a wide cross-section of fields in Jamaica: station’s reception area a much- Ј 12 Bursaries to those in need, effectively bridging gaps in these students’ needed facelift. educational budgets. Ј 7 to Teacher’s Colleges, aiming to increase the number of future educators in the country. Ј 4 in the Arts, encouraging students to remain committed to contribute to our worldwide known culture. Ј 6 to Community Colleges, supporting shorter term, and often practical educational pursuits. Ј 10 HOPE scholarships, supporting children of officers of the security forces who have passed on. Ј 3 SEEK scholarships, rewarding those Striving for Excellence and Empowering Knowledge (SEEK) valued at $1 million each. Janene Shaw, Finance Director & Company Secretary, Carreras, We are confident that these interventions will “empower lives through presents a scholarship to Julie-Sue education” and ultimately build Jamaica. The financial benefits from Salmon, tenable at Edna Manley scholarships and bursaries are well known and acknowledged. Students College of the Visual and Performing Arts. can actually reduce their chance of dropping out as well as have more time for studying and learning, resulting in better grades, greater retention of We also continued our support for knowledge and an increased chance of continuing on to graduate school and various civic organizations, enabling eventually achieving career goals. them to assist and empower the communities in which we operate, Many Carreras scholarship recipients are also able to maximize their tertiary while engaging vulnerable members education experience through service-learning and volunteer opportunities, of society. We also provided which in many cases help to equip them for the world of work. The sponsorship and charitable donations attainment of a very competitive Carreras Scholarship is therefore a for art and culture initiatives. coveted achievement which brings recognition and prestige, creating confident and well-rounded citizens. Corporate social responsibility is integrated in our core values and COMMUNITY BUILDING beliefs and year after year, we seek Carreras continues its community building engagements and in encouraging opportunities to demonstrate our our employees to give back to their communities. commitment in order to contribute to a better Jamaica.
51 Carreras Limited Annual Report 2019 Financial Statements Management's Discussion & Analysis Governance Strategic Report
HUMAN RESOURCES
Our people agenda is a key component in the achievement of the strategic objectives of Carreras Limited. As such, our Human Resource team continued their commitment to providing the leadership and expertise needed to create an environment where people can thrive and deliver sustainable Organisational results.
Improving the employee Organisational structure. This new organisational design allows a clearer experience through path for upward mobility of our key talent, allowing for better career digitalisation management and succession planning. In 2018, we launched an integrated, self-service HR system that offers We also took the opportunity, during this transition, to retrain and re- numerous first-class tools and tool all Trade Marketing and Distribution employees on the new ways of services. It provides all employees work and improved customer service management. This restructuring has with fast, convenient access to free allowed us to retain key talent and further develop their capabilities to meet online training tools, employment challenging objectives. information and career management databases. Our employees are Winning Organisation now empowered to own their The strength of our Company lies not only in the quality of our products, information by updating their but in the excellence of our people and the strength of our teams and bank accounts, home addresses leaders. Carreras Limited maintains itself as a winning Organisation through and other personal information, our continued commitment to attracting, developing and retaining the best online. Performance management talent for our Organisation. has also migrated to this new tool, facilitating communication, Fostering high performing, diverse teams across the SANCAR (South coaching and feedback between America North and the Caribbean) cluster continued to be a fundamental managers and employees, regardless part of the people agenda for the past year. To ensure that employees of their geographical location. integrated and performed well in their teams, diversity training was conducted throughout the region. This aimed to increase cultural The Management team now awareness and create a positive work environment between functional and has direct control over their geographically dispersed teams. recruitment requests, promotions, salary increases and other staff Our people investment is also reflected in our leadership development, transactions, digitally. The system which includes a refocused effort that helps to nurture future leaders. To also provides HR metrics and reports help managers grow into their roles we executed programs such as Leading on employee related data needed to Self and Leading Managers. Such investments in leadership contributed guide and inform decision- making to one of our key talent at Carreras Limited receiving an International on employee development. Assignment to the position of Finance Manager within our Region.
Fit for Purpose To identify and develop our next generation of leaders we recruited our first trainee for the British American Tobacco (BAT) Global Graduate Organisational Design Programme. This is an intense one-year program where the graduate will Beyond digitalisation, the HR be trained and coached to spearhead challenging local and international function continues to support projects. All graduates are encouraged to be courageous and innovative restructuring measures to ensure idea generators to keep us competitive and on a path of sustainable growth. that the correct organisational We expect to recruit more global graduates over the coming years. design and skill sets exist to properly support our strategic objectives. From 2018 to 2019 we designed and executed a revised route to market (RTM) structure to further drive our RTM capabilities with respect to speed, coverage, efficiency, and effectiveness. This exercise enabled us to leverage the skills and experience already available within the Company and we were able to reclassify and, in most instances, upgrade our Sales and Distribution Representatives. There were approximately seven (7) employee promotions and the introduction of one new management role in the The winning team at the 2018 Strategic Leadership Agenda held at Melia Braco Trade Marketing and Distribution Village
Carreras Limited Annual Report 2019 52 Strategic Report Governance Management's Discussion & Analysis Financial Statements
Linking Compensation with Performance Compensation and alignment to our Key Performance Indicators is the foundation upon which we can deliver our strategic objectives. To ensure that we remain competitive and relevant, we constantly review our reward structures and communicate these changes in our regular staff meetings, dubbed the “What’s Up” meetings, to allow for greater transparency and alignment.
This year, a revised compensation framework was implemented to simplify our incentive scheme while supporting a wider effort to accelerate and deliver our Organisation´s agenda. As we continue to build on our pay for performance platform, we monitor and align the weights assigned to each of the key metrics that we use as benchmarks to measure our performance. Key metrics such as Volume Share Growth, Strategic Portfolio Revenue, Adjusted Profit from Operations and Cash Flow weigh heavily as a Managing Director, Marcus Steele consideration for overall performance. presenting the Managing Director´s Award to Khafre Gentles
Fifteen (15) additional employees Increasing Engagement and Commitment were recognised by our Managing Our Strategic Leadership Agenda (SLA) continues to be the foundation Director for going beyond the on which we grow and achieve success each year. Annually, this SLA has call of duty and consistently become our road map for the successful roll-out of the British American demonstrating excellence in their Tobacco (BAT) Line of Sight throughout our global organization, by Region, jobs. Area and End Market. SLA 2018 was no different with the entire Carreras team participating in a weekend long activity of strategy development, fun Notwithstanding the many wins and celebration at the Melia Braco Village Resort. we had in 2018, we have set the following key focus areas for 2019 to ensure that Carreras remains a winning organisation.
Ј Building our Talent Brand, which recognises the acquisition and retention of talent as a competitive advantage and key to our continued success. Ј The implementation of innovative programs aimed at improving employee engagement and fortifying Carreras Limited as a great place to work. Ј Revamping our reward and recognition program to Employees of Carreras Limited at the 2018 Strategic Leadership Agenda ensure that we continue to acknowledge and motivate our We continued to show appreciation to past employees at our Annual employees Pensioners’ Luncheon, while also recognising current employees at various functions including our Staff Party, Sales Awards, annual Christmas Breakfast Ј Continued focus on training and Long Service Awards. This year we recognised five (5) of our employees and development to build with Long Service Awards, celebrating 5, 15 and 20 years of service to capabilities and competencies. Carreras Limited.
The Managing Directors Award is given to the employee who exemplifies the Company´s guiding principles. This year we awarded Mr. Khafre Gentles as the 2018 recipient for his passion, team work and dedication to the Company.
53 Carreras Limited Annual Report 2019 AUDITED FINANCIAL STATEMENTS
Financial Statements
March 31, 2019 Independent Auditors’ Report 56
Group Statement of Profit or Loss and Other Comprehensive Income 63
Group Statement of Financial Position 64
Group Statement of Changes in Equity 65
Group Statement of Cash Flows 67
Company Statement of Profit or Loss and Other Comprehensive Income 68
Company Statement of Financial Position 69
Company Statement of Changes in Equity 70
Company Statement of Cash Flows 71
Notes to the Financial Statements 72 KPMG Chartered Accountants P.O. Box 76 6 Duke Street Kingston Jamaica, W.I. +1 (876) 922-6640 [email protected]
INDEPENDENT AUDITORS’ REPORT
To the Members of CARRERAS LIMITED
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Carreras Limited (“the company”) comprising the separate financial statements of the company and the consolidated financial statements of the company and its subsidiaries (“the group”), set out on pages 63 to 108, which comprise the group’s and company’s statement of financial position as at March 31, 2019, the group’s and company’s statements of profit or loss and other comprehensive income, changes in equity and cash flows for the year then ended, and notes, comprising significant accounting policies and other explanatory information.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the group and the company as at March 31, 2019, and of the group’s and company’s financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) and the Jamaican Companies Act.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the company in accordance with the International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
R. Tarun Handa Nyssa A. Johnson Cynthia L. Lawrence W. Gihan C. De Mel Rajan Trehan Wilbert A. Spence KPMG, a Jamaican partnership and a member firm of the KPMG network of independent member firms affiliated Norman O. Rainford Rochelle N. Stephenson with KPMG International Cooperative (“KPMG International”), a Swiss entity. Nigel R. Chambers Sandra A. Edwards INDEPENDENT AUDITORS’ REPORT (CONTINUED) INDEPENDENT AUDITORS’ REPORT (CONTINUED)
To the Members of To the Members of CARRERAS LIMITED CARRERAS LIMITED
Report on the Audit of the Financial Statements (continued) Report on the Audit of the Financial Statements (continued) Key Audit Matter Carrying amount of trade receivables (continued) Key audit matter is a matter that, in our professional judgment, was of most significance in our audit of the financial statements of the current period. This Key audit matter How the matter was addressed matter was addressed in the context of our audit of the financial statements as a in our audit whole, and in forming our opinion thereon, and we do not provide a separate Our audit procedures in response opinion on this matter. to this matter, included (continued): Carrying amount of trade receivables Testing the accuracy of the Key audit matter How the matter was addressed ECL calculation. in our audit Evaluating the adequacy of The group has a significant concentration of Our audit procedures in response the allowance for impairment credit risk with large credit customers with to this matter, included: recognised in respect of the material balances both individually and in Testing manual and automated company’s trade receivables aggregate. controls over the recording of by assessing management’s trade receivables, collections assumptions used including There is judgment involved in determining and the ageing of invoices. determining compliance with the levels of allowance for impairment on Our testing of automated the new requirements of IFRS these balances, because of the inherent controls involved using our 9, Financial Instruments. uncertainty involved in estimating the timing own Information Technology Considering the adequacy of and amount of future collections. Audit specialist to test the the disclosures about the design, implementation and degree of estimation involved operating effectiveness of in arriving at the allowance for automated controls. impairment. Testing the company’s Other Information recording and ageing of trade receivables. Management is responsible for the other information. The other information Using the appropriate KPMG comprises the information included in the annual report but does not include the specialist, we reviewed the financial statements and our auditors’ report thereon. The annual report is expected credit loss (ECL) expected to be made available to us after the date of this auditors’ report. model calculations and agreed the data inputs. Our opinion on the financial statements does not cover the other information and Comparing the definition of we will not express any form of assurance conclusion thereon. default for the ECL In connection with our audit of the financial statements, our responsibility is to measurement, as outlined in read the other information identified above when it becomes available and, in the accounting policy, against doing so, consider whether the other information is materially inconsistent with the definition that the financial statements or our knowledge obtained in the audit, or otherwise management uses for credit appears to be materially misstated. risk arrangements. Evaluating the appropriateness When we read the annual report, if we conclude that there is a material of economic parameters misstatement therein, we are required to communicate the matter to those including the use of forward charged with governance. looking information. INDEPENDENT AUDITORS’ REPORT (CONTINUED) INDEPENDENT AUDITORS’ REPORT (CONTINUED)
To the Members of To the Members of CARRERAS LIMITED CARRERAS LIMITED
Report on the Audit of the Financial Statements (continued) Report on the Audit of the Financial Statements (continued) Key Audit Matter Carrying amount of trade receivables (continued) Key audit matter is a matter that, in our professional judgment, was of most significance in our audit of the financial statements of the current period. This Key audit matter How the matter was addressed matter was addressed in the context of our audit of the financial statements as a in our audit whole, and in forming our opinion thereon, and we do not provide a separate Our audit procedures in response opinion on this matter. to this matter, included (continued): Carrying amount of trade receivables Testing the accuracy of the Key audit matter How the matter was addressed ECL calculation. in our audit Evaluating the adequacy of The group has a significant concentration of Our audit procedures in response the allowance for impairment credit risk with large credit customers with to this matter, included: recognised in respect of the material balances both individually and in Testing manual and automated company’s trade receivables aggregate. controls over the recording of by assessing management’s trade receivables, collections assumptions used including There is judgment involved in determining and the ageing of invoices. determining compliance with the levels of allowance for impairment on Our testing of automated the new requirements of IFRS these balances, because of the inherent controls involved using our 9, Financial Instruments. uncertainty involved in estimating the timing own Information Technology Considering the adequacy of and amount of future collections. Audit specialist to test the the disclosures about the design, implementation and degree of estimation involved operating effectiveness of in arriving at the allowance for automated controls. impairment. Testing the company’s Other Information recording and ageing of trade receivables. Management is responsible for the other information. The other information Using the appropriate KPMG comprises the information included in the annual report but does not include the specialist, we reviewed the financial statements and our auditors’ report thereon. The annual report is expected credit loss (ECL) expected to be made available to us after the date of this auditors’ report. model calculations and agreed the data inputs. Our opinion on the financial statements does not cover the other information and Comparing the definition of we will not express any form of assurance conclusion thereon. default for the ECL In connection with our audit of the financial statements, our responsibility is to measurement, as outlined in read the other information identified above when it becomes available and, in the accounting policy, against doing so, consider whether the other information is materially inconsistent with the definition that the financial statements or our knowledge obtained in the audit, or otherwise management uses for credit appears to be materially misstated. risk arrangements. Evaluating the appropriateness When we read the annual report, if we conclude that there is a material of economic parameters misstatement therein, we are required to communicate the matter to those including the use of forward charged with governance. looking information. INDEPENDENT AUDITORS’ REPORT (CONTINUED) INDEPENDENT AUDITORS’ REPORT (CONTINUED)
To the Members of To the Members of CARRERAS LIMITED CARRERAS LIMITED
Report on the Audit of the Financial Statements (continued) Report on additional matters as required by the Jamaican Companies Act Responsibilities of Management and Those Charged with Governance for the Financial Statements We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit. Management is responsible for the preparation of financial statements that give a true and fair view in accordance with IFRS and the Jamaican Companies Act, and In our opinion, proper accounting records have been maintained, so far as appears for such internal control as management determines is necessary to enable the from our examination of those records, and the financial statements, which are in preparation of financial statements that are free from material misstatement, agreement therewith, give the information required by the Jamaican Companies whether due to fraud or error. Act in the manner required.
In preparing the financial statements, management is responsible for assessing the The engagement partner on the audit resulting in this independent auditors’ report company’s ability to continue as a going concern, disclosing, as applicable, matters is Nyssa Johnson. related to going concern and using the going concern basis of accounting unless management either intends to liquidate the group and the company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the company’s CHARTERED ACCOUNTANTS financial reporting process. Kingston, Jamaica
Auditors’ Responsibilities for the Audit of the Financial Statements May 22, 2019
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is included in the Appendix to this auditors’ report. This description, which is located at pages 61 to 6 , forms part of our auditors’ report. INDEPENDENT AUDITORS’ REPORT (CONTINUED) INDEPENDENT AUDITORS’ REPORT (CONTINUED)
To the Members of To the Members of CARRERAS LIMITED CARRERAS LIMITED
Report on the Audit of the Financial Statements (continued) Report on additional matters as required by the Jamaican Companies Act Responsibilities of Management and Those Charged with Governance for the Financial Statements We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit. Management is responsible for the preparation of financial statements that give a true and fair view in accordance with IFRS and the Jamaican Companies Act, and In our opinion, proper accounting records have been maintained, so far as appears for such internal control as management determines is necessary to enable the from our examination of those records, and the financial statements, which are in preparation of financial statements that are free from material misstatement, agreement therewith, give the information required by the Jamaican Companies whether due to fraud or error. Act in the manner required.
In preparing the financial statements, management is responsible for assessing the The engagement partner on the audit resulting in this independent auditors’ report company’s ability to continue as a going concern, disclosing, as applicable, matters is Nyssa Johnson. related to going concern and using the going concern basis of accounting unless management either intends to liquidate the group and the company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the company’s CHARTERED ACCOUNTANTS financial reporting process. Kingston, Jamaica
Auditors’ Responsibilities for the Audit of the Financial Statements May 22, 2019
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is included in the Appendix to this auditors’ report. This description, which is located at pages 61 to 6 , forms part of our auditors’ report. INDEPENDENT AUDITORS’ REPORT (CONTINUED) INDEPENDENT AUDITORS’ REPORT (CONTINUED)
To the Members of To the Members of CARRERAS LIMITED CARRERAS LIMITED
Appendix to the Independent Auditors’ report Appendix to the Independent Auditors’ report (continued) As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, Identify and assess the risks of material misstatement of the financial including any significant deficiencies in internal control that we identify during our statements, whether due to fraud or error, design and perform audit audit. procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not We also provide those charged with governance with a statement that we have detecting a material misstatement resulting from fraud is higher than for one complied with relevant ethical requirements regarding independence, and resulting from error, as fraud may involve collusion, forgery, intentional communicate with them all relationships and other matters that may reasonably be omissions, misrepresentations, or the override of internal control. thought to bear on our independence, and where applicable, related safeguards. Obtain an understanding of internal control relevant to the audit in order to From the matters communicated with those charged with governance, we design audit procedures that are appropriate in the circumstances, but not for determine those matters that were of most significance in the audit of the financial the purpose of expressing an opinion on the effectiveness of the group’s statements of the current period and are therefore the key audit matters. We internal control. describe these matters in our auditors’ report unless law or regulation precludes Evaluate the appropriateness of accounting policies used and the public disclosure about the matter or when, in extremely rare circumstances, we reasonableness of accounting estimates and related disclosures made by determine that a matter should not be communicated in our report because the management. adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the company to cease to continue as a going concern.