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Remgro Limited | Integrated Annual Report 2019 2019 INTEGRATED ANNUAL REPORT CREATING SHAREHOLDER VALUE SINCE 1948 Originally established in the 1940s by the late Dr Anton Rupert, Remgro’s investment portfolio has evolved substantially and currently includes more than 30 investee companies. MORE INFORMATION This Integrated Annual Report is published as part of a set of reports in respect of the financial year ended 30 June 2019, all of which are available on the Company’s website at www.remgro.com. INVESTOR TOOLS Cross-reference to relevant sections within this report Download from our website: www.remgro.com View more information on our website: www.remgro.com CONTENTS www.remgro.com | Remgro Limited | Integrated Annual Report 2019 1 OVERVIEW 1OF BUSINESS 4 REMGRO’S APPROACH TO REPORTING 7 SALIENT FEATURES 8 GROUP PROFILE REPORTS TO 10 COMPANY HISTORY SHAREHOLDERS 12 OUR BUSINESS MODEL 2 24 CHAIRMAN’S REPORT 14 UNDERSTANDING THE BUSINESS OF AN INVESTMENT HOLDING COMPANY 25 CHIEF EXECUTIVE OFFICER’S REPORT 16 KEY OBJECTIVES AND 32 CHIEF FINANCIAL OFFICER’S REPORT PRINCIPAL INTEGRATED RISKS 40 INVESTMENT REVIEWS 18 DIRECTORATE AND MEMBERS OF COMMITTEES 20 EXECUTIVE MANAGEMENT STRUCTURE 21 SHAREHOLDERS’ DIARY AND COMPANY INFORMATION FINANCIAL 4 REPORT 118 AUDIT AND RISK COMMITTEE REPORT GOVERNANCE AND 121 REPORT OF THE BOARD OF DIRECTORS SUSTAINABILITY 126 REPORT OF THE INDEPENDENT AUDITOR 3 127 SUMMARY FINANCIAL STATEMENTS 66 CORPORATE GOVERNANCE REPORT 79 RISK AND OPPORTUNITIES MANAGEMENT REPORT 86 REMUNERATION REPORT 104 SOCIAL AND ETHICS COMMITTEE REPORT 106 ABRIDGED SUSTAINABLE DEVELOPMENT REPORT ADDITIONAL 5 INFORMATION 146 FIVE-YEAR REVIEW AND SHARE STATISTICS 148 SHAREHOLDERS’ INFORMATION 151 NOTICE TO SHAREHOLDERS ATTACHED FORM OF PROXY Remgro invests in businesses that can deliver superior earnings, cash flow generation and dividends over the long term. OVERVIEW OF BUSINESS 4 REMGRO’S APPROACH TO REPORTING 7 SALIENT FEATURES 8 GROUP PROFILE 10 COMPANY HISTORY 12 OUR BUSINESS MODEL 14 UNDERSTANDING THE BUSINESS OF AN INVESTMENT HOLDING COMPANY 16 KEY OBJECTIVES AND PRINCIPAL INTEGRATED RISKS 18 DIRECTORATE AND MEMBERS OF COMMITTEES 20 EXECUTIVE MANAGEMENT STRUCTURE 21 SHAREHOLDERS’ DIARY AND COMPANY INFORMATION 4 OVERVIEW OF BUSINESS | Remgro’s approach to reporting REMGRO’S APPROACH TO REPORTING The 2019 Integrated Annual Report provides a holistic view of In order to ensure that we address all the material issues that Remgro’s business model, how the Company is managed and matter to us, our shareholders and other stakeholders, we also also how it manages its investments. In this regard our main report on matters such as: focus is to provide a complete analysis of our business to • Our business model; satisfy the information needs of key stakeholders that use the Integrated Annual Report. • Our most significant business risks and opportunities, as identified through our integrated risk management process; The information presented thus aims to provide our and stakeholders with a good understanding of the financial, social, • Governance processes. environmental and economic impacts of the Group to enable them to evaluate the ability of Remgro to create sustainable value for our stakeholders. REPORTING SUITE The table below contains the Remgro reporting suite information detailing the assurances obtained and frameworks applied to each report. SUITE APPLIED PRINCIPLES AND ASSURANCE OBTAINED FRAMEWORKS Integrated Report • IIRC <IR> Framework • Reviewed by: • King Report on Corporate – Management Governance™ for South Africa – Internal audit/Finance (2016) (King IV™) – Audit Committee • Companies Act (No. 71 of 2008), as – Board amended (Companies Act) – JSE sponsor • JSE Limited Listings Requirements Consolidated Annual Financial • International Financial Reporting Independent audit opinion by Statements Standards (IFRS) PricewaterhouseCoopers Inc. • Companies Act • JSE Listings Requirements Sustainable development report No specific framework applied • Reviewed by: – Management – Internal audit/Finance – Social and Ethics Committee and Audit and Risk Committee – Board • Carbon Disclosure Project (CDP) verification of certain non-financial indicators Annual results presentation Not applicable • Reviewed by: – Management – Finance – Executive directors – Investor Relations BBBEE certificate Department of Trade and Industry’s AQRate Proprietary Limited generic Code of Good Practice www.remgro.com | Remgro Limited | Integrated Annual Report 2019 5 King IV, which was published on 1 November 2016, contains mandatory in respect of companies listed on the JSE (such as a set of principles that are fundamental to good governance, Remgro). The Board is satisfied that the Company has applied as well as related leading recommended practices. The the principles contained in King IV during the year under review. JSE Limited has incorporated certain of King IV’s recommended The Corporate Governance Report on page 66 explains how practices in the JSE Listings Requirements, with the effect Remgro has applied the principles enumerated in King IV with that some of King IV’s recommended practices are in fact reference to the practices applied by Remgro. Remgro is an investment holding company and accordingly all references to “the Group“ in this context denote the Company and its subsidiaries. INTEGRATED REPORTING BOUNDARY Includes the financial and non-financial boundaries as explained below. Furthermore, material matters as they relate to stakeholder concerns, risks and opportunities and 1 governance matters, are included in the disclosures of this report. FINANCIAL BOUNDARY Remgro is an investment holding company and accordingly all financial data in the summarised financial statements includes associates and joint ventures on an equity REPORTING accounted basis and subsidiaries on a consolidated basis. BOUNDARY The intrinsic net asset value of the Group includes valuations of all investments, 2 incorporating subsidiaries and associates and joint ventures, either at listed market value or, in the case of unlisted investments, at IFRS 13 “Fair Value” valuation. Refer to page 25. NON-FINANCIAL INFORMATION BOUNDARY Data relating to the social and environmental performance of subsidiaries, associates and joint ventures, over which Remgro does not exercise operational control, are not covered in detail in this report. 3 Except where otherwise indicated, all disclosures relating to social and environmental performance thus only relate to Remgro’s activities at its head office in Stellenbosch. SCOPE AND BOUNDARIES OF OUR REPORT Remgro has four main operating subsidiaries, i.e. RCL Foods Remgro is an investment holding company and accordingly all Limited (RCL Foods), Distell Group Holdings Limited (Distell), references to “the Group“ in this context denote the Company Siqalo Foods Proprietary Limited (Siqalo Foods) and Wispeco and its subsidiaries. Disclosure is therefore limited to those Holdings Proprietary Limited (Wispeco). As RCL Foods and entities where the Group exercises control over the financial Distell are listed on the JSE, detailed information regarding and operating policies of such entities, save where those their financial, sustainability and social performance is available entities disclose the relevant information in their own publicised on their websites at www.rclfoods.com and www.distell.co.za annual reports. respectively. 6 OVERVIEW OF BUSINESS | Remgro’s approach to reporting Siqalo Foods and Wispeco are unlisted wholly owned subsidiaries The Unilever Spreads business was transferred to Siqalo which are operated and managed on a decentralised basis as Foods, which became a wholly owned subsidiary of Remgro on independent entities with autonomous Boards of Directors. 2 July 2018. Based on the above, as well as the fact that Siqalo Foods and Wispeco represent only 4.5% and 0.6% of Remgro’s intrinsic During the year under review, Remgro invested a further net asset value, respectively, only summarised “non-financial“ R2 855 million in Community Investment Ventures Holdings disclosure relating to social and environmental performance will Proprietary Limited (CIVH), in terms of CIVH rights issues. These be provided for Siqalo Foods and Wispeco. This is in line with share subscriptions did not alter Remgro’s interest in CIVH. Remgro’s reporting on the financial performance of its investee Remgro also advanced a loan of R100 million to CIVH, which will companies. be converted into CIVH shares subsequent to 30 June 2019. Following on the philosophy outlined above, Remgro manages Refer to the reports of the Chief Executive Officer and Chief all investee companies on the same decentralised basis, Financial Officer on pages 25 and 32 respectively for a brief irrespective of whether they are subsidiaries, associates or joint summary of these transactions. Besides the transaction above, ventures. Therefore data relating to the social and environmental no significant events occurred during the reporting period or performance of subsidiaries, associates and joint ventures, after the end of the reporting period, which may have a material over which Remgro does not exercise operational control, are impact on the size, structure or ownership of the Group. not covered in detail in this report. However, information is provided in instances where material sustainable development BOARD APPROVAL STATEMENT issues are at stake. The Board, supported by the Audit and Risk Committee, acknowledges its responsibility to ensure the integrity and
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