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2004. the Annual Report Also Includes the Financial Statements and the Report of the Auditor

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2004. the Annual Report Also Includes the Financial Statements and the Report of the Auditor 2004 Contents Letter from the Chairman............................................................................................................................................................................2 Our Mission and Values ................................................................................................................................................................................3 Highlights of 2004...........................................................................................................................................................................................4 Chairman's Report...........................................................................................................................................................................................8 The Board of Directors ..............................................................................................................................................................................12 Members of the Company........................................................................................................................................................................16 Chief Executive Officer's Report .............................................................................................................................................................17 The Management Team ............................................................................................................................................................................19 Administration and Corporate Services.............................................................................................................................................21 The Advisory Council....................................................................................................................................................................................23 The Annual Report Meeting.....................................................................................................................................................................26 Income, Funds Allocations and Expenditure.....................................................................................................................................27 Investment and Funds Management Activities ..............................................................................................................................28 Sustainable Development Program Activities.................................................................................................................................29 Ok Tedi Mining Ltd Operations................................................................................................................................................................36 Directors' Report on the Company Accounts.................................................................................................................................38 Summarised Income Statement Summarised Balance Sheet 2004 Financial Statements.....................................................................................................................................................................40 ANNEXES: A. Agreements entered into by the Company in relation to BHP Billiton's exit from OTML and Transfer of Shares to the Company...........................................................................................................................67 B. Basic Statistics of Papua New Guinea and Western Province................................................................................69 C. Map of Papua New Guinea ........................................................................................................................................................70 Corporate Directory.....................................................................................................................................................................................72 PNG SUSTAINABLE DEVELOPMENT PROGRAM LTD 1 Letter from the Chairman PNG Sustainable Development Program Limited Port Moresby, 4 May, 2005 The Independent State of Papua New Guinea BHP Billiton Limited Ok Tedi Mining Limited In accordance with Clause 20 of the Company's Program Rules under the Articles of Association of the PNG Sustainable Development Program Limited, I submit to the Independent State of Papua New Guinea, BHP Billiton Limited, and Ok Tedi Mining Limited, the Annual Report 2004, covering the financial year ending 31 December 2004. The Annual Report also includes the financial statements and the report of the Auditor. Furthermore, in accordance with Clause 19.3 of the Program Rules of the Company, the key elements of the Annual Report will be presented for discussion at the Annual Report Meeting of the Company, to commence at 9.00 am on Tuesday 24 May 2005 at the Conference Hall, Holiday Inn Hotel, Port Moresby. Sincerely, ROSS GARNAUT AO Chairman Board of Directors 2 PNG SUSTAINABLE DEVELOPMENT PROGRAM LTD Our Mission and Values 'Promoting development that meets the needs of the present generation and establishes the foundation for continuing progress for future generations of Papua New Guineans' We recognise the significant onus of trust, responsibility and challenge that has been placed upon the Company. We will be honest, fair and accountable in all our dealings, while promoting equality and efficiency in our conduct and activities. We commit ourselves, through the activities of the Company, to promote and improve the quality of life of current and future generations of the people of Papua New Guinea, especially of Western Province. We will achieve this by: • investing and managing wisely the income and resources of the Company; • undertaking investments and supporting development programs and projects that are sustainable-providing significant benefits in the short and long term to the people, local communities, provinces and the nation; • meeting the best international standards-financial, physical, cultural, social and environmental-in our activities; • working together with the people of Papua New Guinea in partnership with the government, churches and other non-government development and business partners. Highlights of 2004 Income and Expenditure At 31 December 2004, the Company had received Development Program expenses were US$1.9 million US$64.2 million (K207.1 million) in gross dividend (K6.1 million). Total commitments to programs and income from Ok Tedi Mining Ltd, resulting in significant projects were US$16.3 million (K52.9 million) and increases in its Long Term Fund from US$42.1 million specific project-level funding approvals totalled US$10 (K138.5 million) in 2003 to US$79.4 million (K256.1 million (K32 million) at 31 December 2004. million). Income from investments totalled US$3 million (K9.7 million). Income and Expenditure (US$ million, K million) 2004 2003 US$ K US$ K Revenue 67.2 216.8 67.9 242.1 OTML Dividend 64.2 207.1 65.5 233.4 Income from Investments 3.0 9.7 2.4 8.7 Total Expenditure 11.4 36.8 9.5 33.4 Taxes (Payments to PNG Govt) 6.4 20.7 6.5 23.3 Contractual Obligations 0.4 1.3 0.8 2.8 Admin and Other Overhead Expenses* 2.7 8.7 1.8 6.3 Dev & Invest Program 1.9 6.1 0.3 1.0 Status of Funds Long Term Fund 79.4 256.1 42.1 138.3 Development Fund 38.0 122.6 20.9 68.8 General Fund 2.9 9.4 1.4 4.7 Investment and Funds Management Operations The Development Fund also increased from US$20.9 million (K68.8 million) in 2003 to US$38 million (K122.6 The Company's total funds under investment overseas million) by 31 December 2004. In accordance with the and within Papua New Guinea amounted to US$119.2 Company's Rules, US$12.5 million (K40.4 million) of this million (K384.5 million). was allocated to the Western Province Development Fund and US$25.5 million (K82.2 million) was allocated to Newton Investment Management Ltd of London has been the National Development Fund. the Company's Investment Adviser/Fund Manager since September 2003, and by year's end managed The Company paid US$6.4 million (K20.7 million) in tax to investments worth US$109.2 million (K352.3 million). Papua New Guinea, mostly in the form of Dividend Withholding Tax. It also paid US$0.4 million (K1.3 million) During this period, the Company invested from its to OTML as subsidy for OTML's loan facility. Development Funds a total of US$7.1 million (or K22.9 million), principally in Treasury Bills, and inscribed stocks Administration expenses amounted to US$2.7million with the Bank of Papua New Guinea. (K8.7 million), which included legal and accounting services under outsourcing arrangements and A second overseas Investment Adviser/Funds Manager, establishment costs related to office and program Schroders & Co. Ltd also of London, was appointed in management. November 2004. No funds were transferred to Schroders during 2004. 4 PNG SUSTAINABLE DEVELOPMENT PROGRAM LTD Highlights of 2004 Sustainable Development Program Initiatives development projects totalling US$10.0 million (K32 million) from the Development Fund, with US$4.4 million A number of strategic initiatives were developed and (K14.1 million) for projects within Western Province, and pursued during the year. Management also continued to US$5.6 million (K18.1 million) for projects in other parts investigate other potential sustainable development of Papua New Guinea. opportunities the Company could support under its Development Fund, or under
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