Contents. Vision and Mission. Statement on Corporate Governance. Corporate Values. Statement on Risk Management and Internal Control

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Domenic Booth
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2 Cover Rationale The design uses overlapping bands in different shades of gold, the universal colour of quality and achievement. These bands represent the many different levels and areas in which we have achieved or seek to achieve improvements, while the use of gold underlines our corporate objective of attaining gold standards of performance and productivity. The gold bands combine to depict an eye, symbolising organisational focus, while the image seen by the eye is of course the very core of our business - oil palms and the fruits they yield.

3 Contents 2 Vision and Mission 36 Statement on Corporate Governance 3 4 Corporate Values 5 Years Financial Highlights 48 Statement on Risk Management and Internal Control 6 Corporate Structure 50 Corporate Social Responsibility 7 Organisational Structure 52 Investor Relations 8 Corporate Profile 53 Diary of Corporate Events Corporate Information Location of Operating Units Message to Our Shareholders Review of Operations Board of Directors Conflict of Interest Financial Statements and Statement on Directors Responsibility Analysis of Shareholdings Recurrent Related Party Transactions Top 10 Properties Cautionary Statement Regarding Forward-Looking Statements 31 Key Management Team 149 Notice of Annual General Meeting 32 Audit Committee s Report 153 Form of Proxy

4 OUR VISION TO BE ONE OF THE LARGEST AND HIGHEST PERFORMING PLANTATION COMPANIES IN SARAWAK OUR MISSION TO MAXIMISE STAKEHOLDERS RETURNS WITH SPECIAL EMPHASIS ON SUSTAINABLE DEVELOPMENT AND CORPORATE SOCIAL RESPONSIBILITY SARAWAK PLANTATION BERHAD 02

5 Corporate Values Integrity Trustworthy and accountable We stand by high moral values and principles, emphasising transparency in all our conduct, being faithful and honest, and being accountable and taking full responsibility for our business decisions and results. Ethical application of knowledge We stress on ethical conduct in the discharge of our duties, ensuring high quality service both within and outside the organisation. Professionalism... Innovative Growing through change and moving ahead of the times We encourage creativity in our business to produce significant organisational improvements, we welcome new ideas and believe in being forward looking in our business. Always be driven to achieve results beyond stakeholders expectations We are result oriented, setting high performance standards for ourselves. We focus on outcomes and achievements, delivering superior performance to stakeholders through sustainable development, hence building a socially responsible organisation. Excellence & Result Oriented... Team Spirit... Respect and sharing We respect each other and recognise contributions by each individual. We encourage effective working relationships via an environment which encourages mutual support, co-operation and sharing of knowledge and experience. SARAWAK PLANTATION BERHAD 03

5 Years Financial Highlights Year 2014 2013 2012 2011 2010 Revenue (RM 000) 389,901 362,052 430,172 479,364 340,831 Profit before tax (RM 000) 70,044 44,564 66,342 104,175 52,259 Profit attributable

6 5 Years Financial Highlights Year Revenue (RM 000) 389, , , , ,831 Profit before tax (RM 000) 70,044 44,564 66, ,175 52,259 Profit attributable to owners of the Company (RM 000) 61,292 39,685 46,333 81,599 34,355 Total assets (RM 000) 771, , , , ,719 Net assets (RM 000) 616, , , , ,945 Total equity attributable to owners of the 616, , , , ,945 Company (RM 000) Total number of shares ( 000) 280, , , , ,000 Net assets per share (RM) Basic earnings per share (sen) Dividend per share (sen) Gearing ratio (times) SARAWAK PLANTATION BERHAD 04

7 5 Years Financial Highlights 389, , , , ,831 70,044 44,564 66, ,175 52, Revenue (RM 000) Profit before tax (RM 000) 61,292 39,685 46, Profit attributable to owners of the Company (RM 000) 616, , , , , ,367 81,599 34, , , , , Basic earnings per share (sen) Total equity attributable to owners of the Company (RM 000) Total assets (RM 000) SARAWAK PLANTATION BERHAD 05

8 Corporate Structure COMPANY NO P INCORPORATED IN MALAYSIA Investment Holding 100% Sarawak Plantation Agriculture Development Sdn Bhd Cultivation of oil palm and processing of fresh fruit bunches 60% SPB Pelita Suai Sdn Bhd Cultivation of oil palm 100% Sarawak Plantation Property Holding Sdn Bhd Property investment 50% SPB Pelita Wak Pakan Sdn Bhd Dormant* 100% Sarawak Plantation Property Development Sdn Bhd Property development (Dormant) 50% SPB Pelita Mukah Sdn Bhd Dormant* 95% Sarawak Plantation Services Sdn Bhd Provision of management, agronomic and consultancy services 100% Lionsun Timber Sdn Bhd Dormant* 100% SPS Trading Sdn Bhd Dormant* 100% Cayamas Sdn Bhd Dormant* 35% Wonderland Transport Services Sdn Bhd Provision of transportation services (ceased operations) 75% Azaria Sdn Bhd Dormant * In the process of members' voluntary winding up SARAWAK PLANTATION BERHAD 06

9 Organisational Structure COMPANY NO P INCORPORATED IN MALAYSIA BOARD OF DIRECTORS Remuneration and Nomination Committee Board Audit Committee Risk Management Committee Internal Audit GROUP MANAGING DIRECTOR Chief Operating Officer Plantation Operation Tender and Procurement Health, Safety & Environment Security Productivity Laboratory Chief Financial Officer Corporate Finance Financial Accounting Management Accounting Human Resources & Administration Corporate Services Marketing Land Administration SARAWAK PLANTATION BERHAD 07

Sdn. Bhd. and commenced business in the same year.

10 Corporate Profile Sarawak Plantation Berhad (SPB) was incorporated in Malaysia on 28 October 1997 as a private limited company under the name of Sarawak Plantation Sdn. Bhd. and commenced business in the same year. SPB was converted into a public company on 1 February 2000 and assumed its present name. SARAWAK PLANTATION BERHAD 08

11 Corporate Profile Sarawak Plantation Berhad (SPB) was specially incorporated as the vehicle company for the privatisation of Sarawak Land Development Board s (SLDB) assets. The privatisation of SLDB s assets, comprising oil palm plantations, milling facilities and related assets, was effected in 1997 through the transfer of SLDB s assets to SPB Group (comprising SPB and its subsidiaries). With this privatisation, all principal assets of SLDB are owned and managed by SPB and certain of its subsidiaries. SPB is one of the pioneer players in the oil palm industry in Sarawak. Currently the Group has a total land bank of 41,403 hectares (ha) of which 2,128 ha is under the Native Customary Rights (NCR) scheme. SPB, through its wholly owned subsidiary, Sarawak Plantation Agriculture Development Sdn Bhd (SPAD), owns sixteen (16) oil palm estates with a total planted area of 31,231 ha as at 31 December Further, in response to the State Government s policy on NCR land development, SPB, through its subsidiary, SPB PELITA Suai Sdn Bhd (SP Suai), has in the year 1999/2000 developed and fully planted 1,855 ha of NCR land in Sarawak with oil palms. SPAD also owns 2 palm oil mills, with a total operating capacity of 150 mt/hour, located at Niah and Mukah, respectively. The core business activities of SPB Group are: n Development, cultivation and management of oil palm plantations on a large scale. n Milling of fresh fruit bunches (FFB) into crude palm oil (CPO) and palm kernel (PK). n Plantation management services. n Strategic investment to develop NCR land into oil palm plantations. n Operation of a seed production unit supplying high yielding seeds and seedlings. n Cattle integration n Providing laboratory and technical services for the oil palm industry. SARAWAK PLANTATION BERHAD 09

12 Corporate Information Board of Directors CHAIRMAN Datuk Amar Abdul Hamed bin Sepawi GROUP MANAGING DIRECTOR Polit bin Hamzah NON-INDEPENDENT NON-EXECUTIVE DIRECTOR Hasmawati binti Sapawi INDEPENDENT NON-EXECUTIVE DIRECTORS Umang Nangku Jabu Datu Haji Chaiti bin Haji Bolhassan Azizi bin Morni Ali bin Adai Company Secretary Trina Tan Yang Li (0666-KT032) Registered Office 8th Floor, Wisma NAIM, 2½ Mile, Rock Road, Kuching, Sarawak, Malaysia. Tel: /233560/ Fax: info@spbgroup.com.my Business Office Lot 1174, Block 9, MCLD Miri Waterfront, Jalan Permaisuri, Miri, Sarawak, Malaysia. Tel: Fax: info@spbgroup.com.my Share Registrar TRICOR INVESTOR SERVICES SDN BHD Level 17, The Gardens North Tower MidValley City, Lingkaran Syed Putra, Kuala Lumpur. Tel: Fax: Auditors KPMG (AF-0758) Level 6, Westmoore House, Twin Tower Centre, Rock Road, Kuching, Sarawak, Malaysia. Tel: Principal Bankers CIMB BANK BERHAD 1st Floor, Lot , Block 10 KLCD, 3rd Mile, Rock Road, Kuching, Sarawak, Malaysia. Tel: AMBANK (M) BERHAD No. 162, 164, 166 & 168, 1st Floor, Jalan Abell, Kuching P.O. Box 3240, Kuching, Sarawak, Malaysia. Tel: Stock Exchange Listing MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD on 28 August 2007 Sector: Plantation Stock Code: 5135 Stock Name: SWKPLNT SARAWAK PLANTATION BERHAD 10

13 Location of Operating Units LIMBANG 2 MIRI 2 PHILIPPINES THAILAND MALAYSIA Peninsular Malaysia 14 2 BRUNEI Sabah 2 16 Sa r awa k SINGAPORE INDONESIA BIN T U LU 4 MUKAH S A R AWA K Tanjung Manis SOUTH CHINA SEA SIBU SARIKEI 2 Kanowit KAPIT Lundu KUCHING SAMARAHAN BETONG 1 SRI AMAN 1 Plantations SPB Offices 1 MELUGU (3,007 ha) KM16 Sri Aman/Serian Road 9 SAWAI (917 ha) 14KM off KM106 Miri/Bintulu Road 2 TULAI (2,079 ha) 3KM off KM20 Sibu/Sarikei Road 10 SUBIS 3 (2,559 ha) 6KM off KM87 Miri/Bintulu Road 3 MUKAH 1 (3,877 ha) KM12 Selangau-Matadeng Road 11 SUBIS 2 (2,736 ha) 1KM off KM87 Miri/Bintulu Road 4 MATADENG (1,848 ha) 5KM off KM35 Selangau-Matadeng Road 12 LADANG SUREA (1,838 ha) 4KM off KM55 Miri/Bintulu Road 5 BAKAU (3,993 ha) 6KM off KM24 Selangau-Matadeng Road 13 BUKIT PENINJAU (2,189 ha) 8KM off KM53 Miri/Bintulu Road 6 BUKUT (1,597 ha) 18KM off KM20 Selangau-Matadeng Road 14 SUNGAI TANGIT (1,698 ha) 3KM off KM71 Miri/Bintulu Road 7 MUKAH 3 (3,001 ha) 20KM Selangau-Matadeng Road 15 LADANG 3 (2,251 ha) KM77 Miri/Bintulu Road 8 SRI DUAN (2,664 ha) 10KM off KM20 Selangau-Matadeng Road 16 LADANG KOSA (2,843 ha) KM78 Miri/Bintulu Road Native Customary Rights (NCR) Joint Venture SPB PELITA SUAI (2,128 ha*) 13KM off KM108 Miri/Bintulu Road (planted 1,855 ha) REGISTERED OFFICE 8th Floor, Wisma NAIM, 21/2 Mile, Rock Road, Kuching, Sarawak. 2 BUSINESS OFFICE Lot 1174, Block 9, MCLD Miri Waterfront, Jalan Permaisuri, Miri, Sarawak. Training Centre SP TRAINING CENTRE KM15 Miri/Bintulu Road (include vacant land for oil palm development ha) Seed Production SEED PRODUCTION UNIT 4KM off KM55 Miri/Bintulu Road Laboratory Palm Oil Mills Plantations (NCR) 1 1 MUKAH PALM OIL MILL (MPOM) KM13 Selangau-Matadeng Road 2 NIAH PALM OIL MILL (NPOM) 2KM off KM75 Miri/Bintulu Road SP LAB Lot 2497, Blk 14, Salak LD, Jalan Sultan Tengah, Petra Jaya, Kuching, Sarawak * Gross SARAWAK PLANTATION BERHAD 11

Message to Our Shareholders On behalf of the Board of Directors, it gives me great pleasure to present the Company s Annual Report for the year ended 31 December 2014, our seventh full year of

14 Message to Our Shareholders On behalf of the Board of Directors, it gives me great pleasure to present the Company s Annual Report for the year ended 31 December 2014, our seventh full year of operation since our listing on the Main Market of Bursa Malaysia on 28 August Financial Performance The Group recorded revenue of RM390 million for the financial year ended 31 December 2014 compared with RM362 million in the preceding year, an increase of RM28 million or 8%. The Group s profit before tax also grew to RM70 million compared to RM45 million for 2013, an increase of RM25 million or 56%. Profit attributable to owners of the Company rose from RM40 million in 2013 to RM61 million in 2014, an increase of RM21 million or 53%. Discussion of Performance Overview The growth of 8% in revenue was principally attributed to the higher realised average selling price for crude palm oil (CPO) and palm kernel (PK) coupled with increase in sale volume of CPO. Higher profit before tax and profit attributable to owners of the Company was principally due to reversal of prior year's impairment loss (recognised as other non operating income) on deposits paid for acquisition of equity interest in four plantation companies following the refund of the said deposits during the year. Increase in Realised Average Selling Prices The realised average selling price for CPO increased from RM2,269 per mt in 2013, to RM2,351 in 2014, an increase of RM82 per mt or 4%. The realised average selling price for PK also increased, from RM1,216 per mt in 2013 to RM1,575 per mt in 2014, an increase of RM359 per mt or 30%. SARAWAK PLANTATION BERHAD 12

Message to Our Shareholders Other Activities Our other business segments offer valuable synergies but currently contribute negligibly to the Group s revenue.

As a commodity producer, our business is cyclical in nature and we have to work within the constraints imposed by global market factors entirely beyond our control.

15 Message to Our Shareholders Other Activities Our other business segments offer valuable synergies but currently contribute negligibly to the Group s revenue. In Conclusion The Board believes the Company s financial performance was satisfactory for the year in review. As a commodity producer, our business is cyclical in nature and we have to work within the constraints imposed by global market factors entirely beyond our control. FFB Production and Yield Production of fresh fruit bunches (FFB) from our estates was 289,076 mt in 2014 compared to 309,218 mt in 2013, while yield was mt per ha in 2014 compared to mt per ha in Lower volume was mainly due to 2014 being a low cropping year coupled with replanting activities. Oil extraction rate Our oil extraction rate (OER) was 20.88% in 2014 against 20.87% in 2013 whereas kernel extraction rate was 4.49% in 2014 compared to 4.48% in 2013, both recorded a marginal improvement. Nevertheless, our OER was higher than Sarawak average of 20.43%. Increase in CPO and PK Production Our mills recorded an increase of 3.6% in the FFB processed from 655,401 mt in 2013 to 678,789 mt in Dividends On 27 August 2014, the Company declared a first interim, single tier dividend of 6 sen per share, totalling approximately RM16.8 million, in respect of the financial year ended 31 December 2014 which was paid to shareholders on 8 October On 24 February 2015, a second interim, single tier dividend of 3 sen per share was declared, totalling approximately RM8.4 million, and was paid to shareholders on 9 April This represents a total distribution to shareholders of approximately RM25.2 million or 41% of the Group's net profits for the year. The dividend yield is 4% based on the year-end share price of RM2.34 and in the Board's opinion offers investors satisfactory short-term financial returns whilst maintaining cash reserves for future growth. Output of CPO was 141,742 mt and PK was 30,493 mt, increases of 3.6% and 3.8% respectively principally due to increase in purchases of FFB from externel parties. This demonstrates the value of our outsourcing policy and the effectiveness of our quality control system for outsourced FFB. Sales Volumes of CPO and PK Sale volumes of CPO recorded an increase of 2% whereas sale volume of PK decreased. SARAWAK PLANTATION BERHAD 13

Message to Our Shareholders Year of Productivity In 2014, the year was designated the Year of Productivity to enable management to focus on monitoring, fine-tuning and cost containment, as well as to

Combined with aggressive outsourcing of fresh fruit bunches (FFB) from small producers, they enabled us to set new records for processing of FFB and production of CPO and PK for 2014.

enter the oil palm industry. The Centre achieved its accreditation under the National Dual Training System in June 2013 and also enrolled its first intake of 30 apprentices in the same year.

16 Message to Our Shareholders Year of Productivity In 2014, the year was designated the Year of Productivity to enable management to focus on monitoring, fine-tuning and cost containment, as well as to enhance buy-in among our workforce. Our on going smart partnerships between plantations and mills continue to improve the quality of fresh fruits bunches (FFB) delivered from our plantations. Combined with aggressive outsourcing of fresh fruit bunches (FFB) from small producers, they enabled us to set new records for processing of FFB and production of CPO and PK for Highlights of the Year SP Taining Centre Graduation SP Training Centre was set up as a major Corporate Social Responsibility (CSR) initiative to provide subsidised training to young people wishing to enter the oil palm industry. The Centre achieved its accreditation under the National Dual Training System in June 2013 and also enrolled its first intake of 30 apprentices in the same year. In August 2014 the first intake of 30 apprentices all successfully graduated and were awarded the Sijil Kemahiran Malaysia (SKM) Level 3 by Jabatan Pembangunan Kemahiran (JPK). This is a very important milestone, not only for SPB but for our industry as a whole. We also placed greater emphasis on estate mechanisation, not only through expenditure on existing mechanisation technologies, but also through encouraging our Research & Development team - in partnership with engineers and technicians in the field - to experiment and innovate. Design improvements and modifications for a number of equipments were proposed and tested. Estate Management System (EMS) Our electronic Estate Management System (EMS), implemented at all estates since 2013, became fully operational in all units during the year. This EMS acts as a monitoring tool to enable the management to focus on monitoring at various levels of operations. SARAWAK PLANTATION BERHAD 14

Message to Our Shareholders Year of Productivity (continued) Finally, purchasing, tendering and outsourcing strategies were reviewed wherever possible to seek both performance and cost improvements.

We are confident that the enhancements and improvements that we put in place will show results in increased yield in years to come.

17 Message to Our Shareholders Year of Productivity (continued) Finally, purchasing, tendering and outsourcing strategies were reviewed wherever possible to seek both performance and cost improvements. A notable success was the streamlining of vehicle maintenance and repair services, where considerable savings and performance gains were achieved. We are confident that the enhancements and improvements that we put in place will show results in increased yield in years to come. Expansion of Planted Hectarage Around 1,800 ha were planted during the year, and are expected to start yielding in Challenges and Opportunities Manpower Challenges - Estate Workers We have made great strides in improving the supply of highly skilled plantation staff from the market and through the setting up of SP Training Centre. However, like other plantation companies, we face a continuing shortage of semi-skilled and unskilled estate workers. Therefore we continue to make strenuous efforts to position ourselves as an employer of choice for both local and foreign estate workers, through enhancing the living environment for them and their families, with high quality accommodation and good healthcare, education, recreation and communication facilities. The major long-term solution to this labour shortage is increased estate mechanisation, to which we are fully committed. Manpower Challenges - Staff Our permanent human capital of around 570 staff is equally important for the Group s success. Our vision is to create an environment of continuous learning, as we develop a workforce of well-rounded individuals with strong personal leadership skills. The focus for 2014 was on building technical competencies in our operations. Expansion Opportunities We continue to monitor our industry for potential acquisitions and mergers to increase our hectarage, particularly ongoing brownfield operations, which can provide immediate financial returns. However our approach remains highly selective; we are targeting strategically located acquisitions which are either close to our milling facilities or otherwise offer economies of scale. SARAWAK PLANTATION BERHAD 15

Message to Our Shareholders Prospects for 2015 and Beyond Risk Factors Economic Environment: The Malaysian economy is expected to grow moderately during the coming year, with growth forecasts of

18 Message to Our Shareholders Prospects for 2015 and Beyond Risk Factors Economic Environment: The Malaysian economy is expected to grow moderately during the coming year, with growth forecasts of between 4.5% and 5.5%. However, 2015 is expected to be a challenging year for Malaysia following the fall in global oil price since end of Also impact of the new Goods and Services Tax (from April 2015) on customer behavior remains to be seen. Nevertheless, the economy outlook remains positive as Malaysia's fundamentals are still solid. CPO Prices: As a pure plantation concern, our earnings are not merely sensitive to fluctuations in CPO prices - they are almost entirely dependent on them. However the market for edible oils and feedstock is expected to become slightly more buoyant in the short term and remain so for the foreseeable future. Outlook The risk factors outlined above show an acceptable risk profile with valuable opportunities, and thus the outlook for the short and medium term remains guardedly positive for a variety of reasons as outlined below. Young Oil Palm Age Profile: Around 45% of our oil palms are either immature or young mature (less than 10 years). As these plants attain maturity, our CPO yields are poised to improve compared to those of Stabilising CPO Prices: The crude oil price has fallen to around USD55 to USD60 per barrel and the current CPO price is around RM2,200 per mt. Most analysts and industry experts now expect CPO price ranges between RM2,200 and RM2,400 per mt in Given the improved efficiencies achieved in our operations and our anticipated performance improvements for 2015, we believe we are able to deliver acceptable returns to shareholders within that price range. Anticipated Results The Board of Directors is confident of achieving satisfactory results for 2015, subject to a stable market for CPO and PK. Acknowledgements We would like to convey our sincerest thanks to our shareholders for their continued support and belief in SPB. We would also like to thank all the State and Federal Government Ministries, Departments, Statutory Bodies and Regulatory Agencies who have offered us such close cooperation and support during 2014, along with other relevant authorities. Heartfelt thanks are also due to our joint venture partners, vendors, consultants, professional advisors, service providers and community neighbours for their goodwill and unstinting efforts. Last but not least, I would like to reserve the warmest thanks to our directors and all the employees of SPB and its subsidiaries for their hard work and professionalism. Thank you, Datuk Amar Abdul Hamed Bin Sepawi Chairman SARAWAK PLANTATION BERHAD 16

MB WORLD GROUP BERHAD

MB WORLD GROUP BERHAD ANNUAL REPORT 2 17 D E F I N I N G T H E F U T U R E DEFINING THE FUTURE This year, the design of our Annual Report cover depicts a seedling symbolizing our earthiness presence and growth potential. A