ANNUAL REPORT 2016 DRINK RESPONSIBLY. 2016 ANNUAL REPORT & FINANCIAL STATEMENTS TABLE OF CONTENTS 1 Corporate Information 2 2 Board Members 3 3 Notice of Annual General Meeting 8 4 Chairman’s Statement 9 5 Report of the Directors 12 6 Independent Auditor’s Report 22 7 Statement of Financial Position 23 8 Statement of Comprehensive Income 24 9 Statement of Changes in Equity 25 10 Statement of Cash Flows 26 11 Notes to the Financial Statements 28 12 Shareholder Information Appendix I 13 Five Year Financial Summary Appendix II 1 2016 ANNUAL REPORT & FINANCIAL STATEMENTS CORPORATE INFORMATION 1 Board of Directors Simon Harvey (Joined the Board in September 2015, appointed Board Chairman in May 2016) David Harlock (Resigned in May 2016) Peter Ndegwa (Resigned in November 2015) Francis Agbonlahor (Joined the Board in December 2015, appointed MD in January 2016) Ebenezer Magnus Boye Ekwunife Okoli (Resigned in October 2015) Stephen Nirenstein Prince William Ankrah Preba Efua Greenstreet (Resigned in September 2015) Mark Sandys Martyn Mensah Leo Breen (Appointed in September 2015) Boudewijn Haarsma (Appointed in September 2015, and resigned in October 2015) Kofi Sekyere (Appointed in September 2015) Secretary Registrars H. Essie Humphrey-Ackumey Universal Merchant Bank Limited Guinness Ghana Breweries Limited 123 Kwame Nkrumah Avenue P.O. Box 3610 Sethi Plaza Accra Adabraka - Accra Registered Office Solicitor Guinness Ghana Breweries Limited Legal Ink Solicitors & Notaries Industrial Area, Kaasi House No. F 89/7 Emmaus Road P.O. Box 1536 Off 2nd Labone Street, Labone Kumasi P.O. Box 24, Kanda Accra Independent Auditor PricewaterhouseCoopers Bankers Chartered Accountants Barclays Bank of Ghana Limited Number 12, Airport City Guaranty Trust Bank (Ghana) Limited Una Home 3rd Floor Standard Chartered Bank Ghana Limited PMB CT42, Cantonments Societe Generale Ghana Limited Accra Stanbic Bank Ghana Limited Zenith Bank (Ghana) Limited Fidelity Bank Ghana Limited Access Bank (Ghana) Limited 2 2016 ANNUAL REPORT & FINANCIAL STATEMENTS BOARD MEMBERS 2 SIMON HARVEY Board Chairman Simon Harvey joined the Board in September 2015 and was appointed Board Chairman of Guinness Ghana Breweries Limited (GGBL) in May 2016. Prior to joining Diageo in September 2015 as Managing Director, Africa Regional Markets (ARM), Simon was the Operations Director, West Africa, and Managing Director of SABMiller Africa & Asia (Pty) Limited. His other directorships are in Seychelles Breweries Limited and the Meta Abo Brewery Share Company in Ethiopia. FRANCIS OSEMWEGIE AGBONLAHOR Managing Director Francis Osemwegie Agbonlahor joined the Board in December 2015 and was appointed to the role of Managing Director of GGBL effective 25 January 2016. Francis joined Guinness Nigeria plc on 1 December, 1990 as a graduate trainee and held several senior roles including Head of Customer Service, Plant Manager and Supply Chain Director at Guinness Nigeria plc. He was appointed General Manager of the Meta Abo Brewery Share Company in Ethiopia following Diageo’s acquisition of the business in January 2012. 3 2016 ANNUAL REPORT & FINANCIAL STATEMENTS BOARD MEMBERS 2 STEPHEN NIRENSTEIN Finance Director Stephen is currently the Finance Director of Guinness Ghana Breweries Limited. Prior to his current role, he was the Group Financial Planning and Analysis Director for Diageo Budapest. Before then, Stephen spent three years as the Financial Controller for the Diageo Red Stripe business in Jamaica and also worked as the Commercial Finance Manager for Diageo International Beer Supply based in London. MARK SANDYS Non-Executive Director Mark Sandys has over 15 years of experience working in Diageo. He is currently the Guinness Global Brand Director. He has been with Diageo since 1999 and he has held positions of Category Director for Whisky & Reserve in Asia Pacific, Marketing & Innovation Director in Diageo Russia & Eastern Europe, Global Marketing Strategy & Innovation Director in respect of Baileys, Marketing Manager Gordon’s Gin and Guinness Brand Manager. 4 2016 ANNUAL REPORT & FINANCIAL STATEMENTS BOARD MEMBERS 2 EBENEZER MAGNUS BOYE Non-Executive Director Ebenezer Magnus Boye is a former director of Ghana Breweries Limited. He is a retired Managing Director of Coopers and Lybrand – Ghana (now PricewaterhouseCoopers), a past President of the Institute of Chartered Accountants of Ghana and The Chartered Institute of Taxation, Ghana. He has served on the boards of a number of public and private companies including Barclays Bank of Ghana Limited, Unilever Ghana Limited and Ghana Ports and Habours Authority. He was appointed to serve on the GGBL Board in July 2004. MARTYN MENSAH Non-Executive Director Martyn Mensah is the Chief Executive Officer of UT Holdings, owners of a diversified group of subsidiaries. He also serves on the board of UT Bank, Enablis Ghana, Maridav Ghana Limited, the Zawadi Foundation and he is the Chairman of the board of Petra Trust, a pension’s trustee. 5 2016 ANNUAL REPORT & FINANCIAL STATEMENTS BOARD MEMBERS 2 LEO BREEN Non-Executive Director Leo Breen has over 14 years working experience as Finance Director. He has managed finance operations for a Diageo business unit comprising 16 countries including companies in Greece and Italy. He was the Finance Director for Diageo China from 2006 to 2011. He is currently the Finance & Strategy Director for Diageo Africa Regional Markets and is based in London. He also serves on the board of Meta Abo Share Company in Ethiopia. KOFI SEKYERE Non-Executive Director Kofi Sekyere is currently the Chief Executive Officer of TAH Capital (Pty) Limited, Johannesburg, South Africa responsible for developing and the implementation of the company’s growth marketing strategy for Sub-sahara Africa. He has 20 year’s experience in telecommunications and Finance sector. He also serves on a number of boards in Ghana, Southern Africa and the United States of America. 6 2016 ANNUAL REPORT & FINANCIAL STATEMENTS BOARD MEMBERS 2 PRINCE WILLIAM ANKRAH Non-Executive Director Prince William Ankrah was appointed to serve on the GGBL Board in May 2014. He is the General Secretary of the Mineworkers Union, the Trade Union Congress, Ghana and has a wealth of experience in industrial Relations Management. He serves on a number of boards in Ghana. H. ESSIE HUMPHREY-ACKUMEY Company Secretary H. Essie Humphrey-Ackumey is a Barrister-at-Law in England and Wales, and a Solicitor & Advocate of the Supreme Court of Ghana. She has over 25 years’ experience in banking and finance, company law and practice, human rights law, insurance and labour related issues. Prior to joining the Company, she was the Head of Legal and Company Secretary of Fidelity Bank Ghana Limited and Company Secretary of Fidelity Asia Bank Limited, Kuala Lumpur, Malaysia. 7 2016 ANNUAL REPORT & FINANCIAL STATEMENTS NOTICE OF ANNUAL GENERAL MEETING 3 Notice is hereby given that the 44th Annual General Meeting of Guinness Ghana Breweries Limited will be held at Alisa Hotel, Accra on Thursday October 27, 2016 at 10 o’clock in the forenoon for the following purposes: AGENDA Board of Directors and Secretary ORDINARY BUSINESS Simon Harvey (Chairman), Francis Agbonlahor (Managing Director), Stephen Nirenstein (Finance Director), Leo 1. To receive the Report of the Directors, the Breen, Mark Sandys, Ebenezer Magnus Boye, Martyn Financial Statements for the year ended 30th June 2016 Mensah, Kofi Sekyere, Prince William Ankrah, H. Essie and the Report of the Auditors thereon. Humphrey-Ackumey (Secretary). 2. To re-elect Directors. Executive Management Committee 3. To approve non-executive directors’ fees. Francis Agbonlahor, Stephen Nirenstein, Andy Jones, 4. To authorise the Directors to fix the remuneration Eric Adadevoh, Eric Otoo, Gabriel Opoku-Asare, H. Essie of the Auditors. Humphrey-Ackumey, Luck Ochieng, Kweku Sekyi-Cann, Helen Opoku-Agyemang. SPECIAL BUSINESS Audit Committee 1. To amend Regulation 58 (1) of the Company’s Regulations to include Regulation 58 (1) (a) and Ebenezer Magnus Boye, Martyn Mensah and Stephen (b) as follows: Nirenstein. a. The electronic version of the Annual Report and Nominations Committee Financial Statements shall be posted on the Simon Harvey, Stephen Nirenstein. Business’ website as follows: www.guinnessghana.com and same forwarded Registered Office to the e-mail addresses of shareholders before Guinness Ghana Breweries Limited, Kaase Industrial Annual General Meetings. Area, P. O. Box 1536, Kumasi b. A limited number of hard copies of the Annual Report will be made available to shareholders at Registrar’s Office the grounds of the Annual General Meeting for Universal Merchant Bank Ghana Limited, Registrars use by shareholders attending the meeting. Department, 123 Kwame Nkrumah Avenue, Sethi Plaza, A member of the Company entitled to attend and Adabraka, P. O. Box GP 401, Accra. vote is entitled to appoint a proxy to attend and vote instead of him. A proxy need not also be a Member. A proxy form is attached and for it to be valid for the purpose of the Meeting, it must be completed and deposited at the Registrars’, Universal Merchant Bank Ghana Limited’s offices not less than 48 hours before the meeting. Dated this 20th day of September, 2016 By order of the Board H. Essie Humphrey-Ackumey Company Secretary 8 2016 ANNUAL REPORT & FINANCIAL STATEMENTS CHAIRMAN’S STATEMENT 4 Good Morning Nii Mei, Naa Mei, shareholders, ladies and gentlemen. Welcome to the 44th annual general meeting of Guinness Ghana Breweries Limited (GGBL). I would like to start by introducing myself as the new Board Chairman. I joined Diageo in September 2015 as Managing Director, Africa Regional Markets (ARM). Prior to that I served as the Operations Director, West Africa, and Managing Director of SABMiller Africa & Asia (Pty) Limited. I currently serve on the Board of Seychelles Breweries Limited and the Meta Abo Brewery Share Company in Ethiopia. I was appointed the Board Chairman of Guinness Ghana Breweries Limited in May 2016. And now I would like to introduce the remaining members of the Board. Francis Osemwegie Agbonlahor was appointed Ebenezer Magnus Boye is a former director of to the role of Managing Director of GGBL effective 25 Ghana Breweries Limited.