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2 Carlsberg Malaysia Group of Companies 4 2013 Achievements 6 Chairman’s Address 14 Managing Director’s Statement 17 Management Discussion & Analysis 36 Financial Summary 40 Brand Portfolio 44 Management Team 46 48 Board of Directors 50 52 Statement of Corporate Governance 59 Statement on Risk Management and Internal Control 62 Audit Committee Report 66 Responsibility Statement by the Board of Directors 67 Financial Statements 121 122 Particulars of Group Properties 123 Analysis of Shareholdings 125 Material Contracts 126 List of Recurrent Related Party Transactions 128 Notice of 44th Annual General Meeting Form of Proxy 135 Corporate Information Manufacturing of beer, stout and other malt related beverages: CARLSBERG BREWERY MALAYSIA BERHAD KEY BRANDS MANUFACTURED (INCLUDING LICENSED PRODUCTS): Carlsberg Green Label, Carlsberg Special Brew, Kronenbourg 1664, Kronenbourg Blanc, Asahi Super Dry, Danish Royal Stout, SKOL, SKOL Super, Connor’s Stout, Jolly Shandy, Nutrimalt. Sales and distribution of beer, stout, wines, spirits and other beverage products are done via the following subsidiaries: Malaysia Carlsberg Marketing Sdn. Bhd. KEY BRANDS: Carlsberg Green Label, Carlsberg Special Brew, Kronenbourg 1664, 100% Kronenbourg Blanc, Asahi Super Dry, Somersby Cider, Danish Royal Stout, SKOL, SKOL Super, Connor’s Stout, Corona Extra, Jolly Shandy and Nutrimalt. Luen Heng F & B Sdn. Bhd. KEY BRANDS: Hoegaarden, Budweiser, Stella Artois, Erdinger, Grimbergen, Tetley’s 70% English Ale and other premium beers, together with superior portfolio Singapore Carlsberg Singapore Pte. Ltd. KEY BRANDS: Carlsberg Green Label, Carlsberg Special Brew, Kronenbourg 1664, 100% Kronenbourg Blanc, Somersby Cider, Danish Royal Stout, SKOL, SKOL Super, Connor’s Stout, Corona Extra, Tetley’s English Ale, Grimbergen and Jolly Shandy. Sri Lanka Lion Brewery (Ceylon) PLC KEY BRANDS MANUFACTURED, SOLD AND DISTRIBUTED: Carlsberg Green Label, Carlsberg Special Brew, 24.6% Lion Lager, Lion Stout, Lion Strong Beer. Annual Report 2013 2 3 Carlsberg Brewery Malaysia Berhad (9210-K) 2013 Achievements Carlsberg was voted ‘Most Trusted Brand’ in the alcoholic beverage category at the Reader’s Digest Most Trusted Brand AWards 2013 Our unwavering commitment to our customers and the unbeatable taste of Carlsberg has ensured our position as the 1 most preferred beer in Malaysia, winning Gold at the prestigious Reader’s Digest Trusted Brand Awards for the 15th year running. Carlsberg won the ‘Putra Brand Icon’ at the Putra Brand AWards 2013 The much coveted Putra Brand Icon Award 2013 has been awarded to Carlsberg for bagging 2 four consecutive Gold Putra Brand Awards, Carlsberg was awarded Gold at the Putra Brand AWards 2013 alcoholic beverage category 3 Malaysian consumers continue to give their vote of approval to Carlsberg at the Putra Brand Awards 2013, making us the only alcoholic beverage to win the Gold Award for four consecutive years. Carlsberg Golf Classic received an award for the ‘Outstanding Contribution to Golf’, corporate category at the ParGolf AWards ceremony in 2013 For our efforts in organising the annual Carlsberg Golf Classic and for 4 our continued contribution and strong support of the Malaysian the inaugural Outstanding Contribution to Golf accolade in the corporate category of the ParGolf Awards 2013, the region’s only industry-wide golf awards. 1 2 3 4 Annual Report 2013 4 2013 Achievements Carlsberg Malaysia Finance Department received the recognition for winning second place at the CFO AWard in Carlsberg Asia The Finance Team of Carlsberg Malaysia netted a silver accolade for the CFO Award at the Carlsberg Asia Finance Excellence Awards 2012. The honour recognises the dramatic improvement in quality and transparency of Carlsberg Malaysia’s 5 sales growth. Carlsberg’s CNY Campaign won Grand Prize for the ‘Most Creative CNY Greeting Advertisement AWard’ by Nanyang Press Holdings Carlsberg once again bagged the Grand Prize for the Most Creative CNY Greeting Advertisement Award, voted by Nanyang Siang Pau and China Press readers. This achievement recognises Carlsberg’s 6 new ways to engage with our customers. Carlsberg enters the Malaysia Book of Records for the ‘Longest Carlsberg Malaysia Oktoberfest Longhorn’ Carlsberg celebrated Oktoberfest 2013 in style, sounding a 12-foot long alpine horn for an authentic Oktoberfest extravaganza. The longhorn successfully made it into the Malaysia Book of Records 7 as the ‘Longest Carlsberg Malaysia Oktoberfest Longhorn’. 5 6 7 5 Carlsberg Brewery Malaysia Berhad (9210-K) Chairman’s Address Dear Shareholders On behalf of the Board of Directors, it is my pleasure to present the Annual Report and Audited Financial Statements of Carlsberg year ended 31 December 2013. Annual Report 2013 6 Chairman’s Address challenges, the theme for this year’s annual report is “Thirst for Great” which lower costs to entrench our presence in the Malaysian Malt Liquor Market. The robust results are also an emphatic validation of the multi-brand portfolio strategy that continues to generate growth, as can be seen by the growing Carlsberg Green Label. Effects of weak consumer demand Part of this was due to a decline in Although Malaysia’s economy expanded in 2013 as exports of RM24.1 million. recovered, consumer demand was subdued in the face of reduced In the face of the challenges, subsidies for fuel and sugar, as well as the commendable performance rising household debt. was delivered as a result of the optimisation of our distribution Operations were affected by systems, supply chain and production external factors which included capability, as well as the timely higher import costs. There was also implementation of several cost- a stock rationalisation exercise for our subsidiaries, which was done to well executed and impactful consumer address and adjust the Group’s overall campaigns. The campaigns were operations to serve the market better carried out for each of the brands by providing superior freshness. Green Label, to strengthen their The portfolio expansion strategy market presence. I am pleased to report that considering the continued to serve Carlsberg Malaysia challenging market conditions, Carlsberg well in this time of socio-economic Malaysia performed well during the period turmoil and weakened consumer Satisfying Our Shareholders’ Thirst under review to deliver value to our demand as we now have a range For Great Value shareholders. of brands to cater to the different economic segments of consumers. In line with our commitment to deliver value to our shareholders and after considering the Group’s funding Robust Financial Performance requirements, the Board of Directors is pleased to propose the distribution of Despite having to absorb the impact of the weaker market conditions and the stock rationalisation initiative, The Board of Directors is 2013 saw the Group generating a revenue of RM1.56 billion, a decline and special dividend of 56.0 sen per ordinary share of RM0.50 each. year’s revenue of RM1.58 billion. Together with the interim dividend Revenue of the Malaysian operations of 5.0 sen per ordinary share of rose by 0.9% while Singapore RM0.50 each, the total dividend for operations impacted by the deliberate stock rationalisation initiative declined ordinary share of RM0.50 each. by 9.5% as compared to last year. The Group registered a 3.7% decline tabled for shareholders’ approval at the coming annual general meeting million, in comparison to the 2012 on 24 April 2014. 7 Carlsberg Brewery Malaysia Berhad (9210-K) Chairman’s Address The Thirst For Great In Driving In partnership with the Danish I would like to take this opportunity Performance Embassy, three assessments of to welcome Mr. Christopher John Carlsberg Malaysia’s suppliers were Warmoth, who joined the Carlsberg The commendable performance of carried out, as well as one self- Group as Senior Vice President for Carlsberg Malaysia in 2013 was due to assessment each on Child Labour, Asia Region in January 2014 and was our strong portfolio of brands and our Forced Labour, Discrimination, appointed to the Board of Directors people, who strive everyday to unlock Freedom of Association, Health of Carlsberg Malaysia as a non- more value. & Safety, Working Conditions & executive, non-independent Director Environment and Management on 21 February 2014. We continued to enhance the System. capabilities and skills of our people, as well as recognise and reward them for Carlsberg Malaysia has organised In Appreciation their contribution. the Top Ten charity campaign for more than two decades. It is now On behalf of the Board of Directors There has also been a transformation the longest running and highest of Carlsberg Malaysia, I would like of our standards and systems to raise fundraising Chinese charity show to express my appreciation and productivity and reduce wastage, in Malaysia. The total fund raised thanks for the loyalty, hard work and as well as to optimise the logistics over the past 27 years has exceeded commitment of the management processes for better distribution of RM400 million. As much as RM7.2 team. The commendable performance million was raised over a single and effort produced in 2013 was the result of their steadfast commitment In 2013, consumers were engaged exceeding all expectations. The “I Love as well as that of each employee. relentlessly throughout the year Chinese Education East Malaysia with various events that promoted Charity Concert 2013” alone raised Just as important to our