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Camellia Plc
2010
123
Camellia Plc
Report and accounts 2010
Contents
Directors and advisers
Chairman’s statement
Report of the directors
Corporate governance
Statement of directors’ responsibilities
Remuneration report
Consolidated income statement
Statement of comprehensive income
Consolidated balance sheet
Company balance sheet
Consolidated cash flow statement
Company cash flow statement
Statement of changes in equity
Accounting policies
Notes to the accounts
Report of the independent auditors
Five year record
page
2
3
7
15
18
19
22
23
24
25
26
27
28
29
38
74
76
1
Camellia Plc
Directors and advisers
Directors
M C Perkins, FCA
C J Relleen, FCA
C J Ames, MA FCA
M Dünki
P J Field
A K Mathur, FCA
D A Reeves, MSc
C P T Vaughan-Johnson, FCIB
Chairman (iii)
Deputy chairman, independent non-executive
director and senior independent director (i)
(ii) (iii)
Joint managing director
Non-executive director
Joint managing director
Finance director
Non-executive director (i)
Independent non-executive director (i) (ii) (iii)
(i) Member of audit committee
(ii) Member of remuneration committee
(iii) Member of nomination committee
Secretary
A K Mathur, FCA
Chairman
Finance
Joint managing director
Joint managing director
Bangladesh
Kenya, Malawi and South Africa
India
Executive committee
Registered office
Registrars
M C Perkins
A K Mathur
C J Ames
P J Field
I Ahmed
G A Mclean
A Singh
Linton Park
Linton
Near Maidstone
Kent ME17 4AB
Registered Number 29559
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Independent auditors
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
1 Embankment Place
London
WC2N 6RH
Website
www.camellia.plc.uk
2
Chairman’s statement
The profit before tax for the year to 31 December 2010 amounted to £73.14 million compared with £34.14
million in the previous year. Please note however that the profit for 2010 includes a gain of £11.1 million (£2.7
million in 2009) in respect of changes in the fair value of biological assets. This gain is unrealised and is dependent
on the maintenance of the value of the economic entities subject to IAS 41. Shareholders are recommended to
view this gain with considerable caution. Nonetheless the group enjoyed another successful year in 2010 and the
trading profit increased from £35.36 million in 2009 to £48.38 million in 2010.
Dividend
The board is recommending a final dividend of 80p per share which, together with the increased interim dividend
already paid of 30p per share, brings the total distribution for the year to 110p per share compared with 94p per
share in 2009.
Agriculture and horticulture
Tea
In 2010 all of our tea operations continued to benefit from an increase in demand over supply resulting in high
sales prices and improved profitability.
India
Our tea production in India amounted to 31.1 million kilos, the same as last year. Dry weather in the early part
of the year again constrained production particularly in the Dooars and in Darjeeling. The investment in factory
redevelopment is now nearing completion, and irrigation infrastructure is proving its worth with prices for quality
teas showing a firmer trend throughout the year.
With the political situation in both Darjeeling and the Dooars region of West Bengal having deteriorated during
the year, it is hoped that more normal conditions will emerge after the State elections in the Spring of 2011.
Bangladesh
Tea production from our Bangladeshi operations at 11.7 million kilos was marginally below last year’s level.
The crop was again affected by drought conditions at the beginning of the year. Tea prices however increased
significantly reflecting the steady rise in demand within the country.
A programme of factory redevelopment is now under way and significant investment in irrigation is being
undertaken.
Kenya
Exceptional weather conditions together with substantial smallholder throughput helped our production
increase in Kenya during the year to a record 26.5 million kilos from 21.4 million kilos in 2009. The market
remained strong throughout the year with Pakistan and Egypt continuing to be major buyers. The referendum
on the proposed new constitution with major changes in the devolution of power was voted in with a two
thirds majority. However little progress has yet been made in implementing the necessary legislative reforms.
Ambiguities on land tenure continue to give cause for concern.
A further tranche of shares in the Siret Tea Company was sold by Kakuzi to the local community during the year
and their interest now stands at 49.5%.
Malawi
Our production in Malawi at 19.3 million kilos was slightly below 19.5 million kilos in 2009. A programme of
improvements to our factories commenced during the year with the first major upgrade expected to come into
operation during 2011. The Malawi Kwacha remains unrealistically strong and did not weaken during the year.
Foreign exchange shortages became more prevalent during the year.
3
Camellia Plc
Chairman’s statement
Edible nuts
2010 was an ‘on-year’ in the biennial bearing pattern of the pistachio orchards of Horizon Farms in California and
high prices combined with good production resulted in excellent profits from this operation.
Macadamia production in Malawi improved in the year following recovery from the drought in the previous year,
however our South African operation suffered from slightly reduced production. Prices remained stable during the
year and for the current crop there have been recent signs of an uplift in the sale price which is encouraging. New
areas of macadamia continued to be planted in the year at Kakuzi in Kenya and at Maclands in South Africa.
Other horticulture
Kakuzi’s avocado production in Kenya increased appreciably but profitability decreased due to substantially lower
sale prices caused by the small sizes of the fruit as a result of the very dry weather conditions during the growing
season. Shipping problems resulted in a number of containers arriving late in Europe. The Mombasa port, piracy
and other shipping difficulties continue to be a cause for concern particularly for this perishable crop.
Our rubber production in Bangladesh at 836 tonnes was higher than last year and the market price showed a very
substantial increase particularly in the latter part of the year. It is also notable that an increasing proportion of
production is now exported to neighbouring countries.
The results of CC Lawrie in Brazil reflect a significant turnaround to those of last year. Weather conditions were
generally benign and prices for our main crops improved.
Citrus production at Horizon Farms in California increased significantly over last year as new plantings matured
and profitability improved notwithstanding a small decrease in prices.
Our production of wine grapes in South Africa reduced marginally. The quality of wine produced continues to
improve and the considerable effort being deployed in marketing is beginning to show some positive results.
Food storage and distribution
After two profitable years, Associated Cold Stores and Transport had a very difficult year as the effects of the
financial crisis impacted our customers. Overcapacity in the marketplace combined with destocking by customers
in order to conserve cash continues to impact both rental rates and utilisation levels. The company now has net
cash and is well placed to take advantage of any opportunities that might arise in the future. At the moment
however customers appear reluctant to move their business unless they are offered unrealistically low rates which
can only be maintained at the cost of a vastly inferior service and then only for a short time.
Both our businesses in the Netherlands produced satisfactory profits.
Engineering
2010 was a difficult year for our UK based engineering companies. A small trading profit was achieved which was
considered encouraging given the deep recession, the economic uncertainties prevailing throughout the year and
the fire at the Abbey factory. AKD Engineering had a difficult year due to the low oil price at the beginning of the
year and no major contracts passing through the facility as the result of a low level of investment in the North Sea.
Our new company Loddon Engineering got off to a much slower start than we had hoped for. GU Cutting and
Grinding Services, which may be considered to be towards the front end of the manufacturing chain and thus a
barometer for the future fortunes of the UK engineering industry, had a good year.
A new factory has been purchased for Abbey to replace the premises destroyed by fire in April 2010. It is
anticipated that the new factory will become fully operational sometime during the middle of 2011. The paint
shop operations have continued on the old site in a part of the building that was not destroyed by the fire.
New premises were also purchased at the end of the year for GU Cutting and Grinding Services as they have
insufficient space on their current site. A major facilities upgrade is being carried out at the AJT Altens site, which
was previously rented out and will now be used as part of the AJT operations.
4
Chairman’s statement
Banking and financial services
Duncan Lawrie returned to profitability in 2010 but results were again adversely affected by payments to
depositor and investor compensation schemes imposed on the industry during the year.
The investment management activity benefitted from improved stock market conditions and, whilst interest rates
remained at historic lows throughout the year, the bank’s lending margin showed some improvement.
Pharmaceuticals
The sale of our shareholding in Siegfried Holding AG in April 2010 and the reasons therefore were disclosed in
my statement last year. The effect of this transaction which is included in the results for 2010 is to show a modest
profit of £248,000 after a transfer from reserves of £16,353,000 to reflect previous currency gains and other
movements.
Other associated undertakings
In Bangladesh, United Insurance and United Leasing improved their profits compared to the previous year. As
previously announced in September 2010, an agreement had been entered into for the sale of the group’s
shareholdings in these two associated companies subject to various regulatory consents. A further announcement
was made in October 2010 when we were made aware that, in a writ petition filed alleging breaches of Bangladesh
securities regulations in connection with the sale, the High Court Division of the Supreme Court of Bangladesh
had issued an interim stay order on the transaction proceeding. We have received legal advice confirming that
there has been no such breach. The agreement, as amended, stated that the sale must be completed no later than
30 November 2010. The writ petition has yet to be heard by the High Court but discussions with all interested
parties continue in an attempt to resolve the matter.
Development
The group has continued to develop existing operations throughout the year. In particular, tea factory
rehabilitation has continued in India and Bangladesh and a start has been made in Malawi. Also in India and
Bangladesh, our operations suffer from very dry weather at the start of the season and considerable investment has
been made in irrigation equipment. This programme will continue over the next few years.
As noted above, we have invested in new facilities at our engineering operations and in particular at Abbey,
GU Cutting and Grinding and AJT’s Altens site in Aberdeen.
The group is currently examining a number of other development opportunities and further details will be given
in due course as appropriate.
Our philosophy
The year 2010 has been a year of great significance to the Camellia group. We have entered the second decade of
the 21st century in a strong position and are thus able to contend with the present difficult economic conditions
with some confidence.
Almost exactly 20 years ago Gordon Fox, the architect of the present structure of the group, eloquently set out
in his chairman’s statement accompanying the 1990 annual accounts his view of Camellia’s philosophy. It is
remarkable to re-read Gordon’s statement which is so relevant to today’s difficulties and shows that it is no
coincidence that the group has survived and prospered by following that philosophy.
5
Camellia Plc
Chairman’s statement
I believe it may help shareholders to understand more fully why Camellia is often referred to as a ‘unique’
company if the key parts of Gordon’s 1991 statement are repeated here:
“Coinciding with this milestone in Camellia’s affairs has come the close of a decade of exceptional
political change and financial irresponsibility. Many of the world’s leading financial institutions,
including the majority of the venerable money centre banks which, over and above their responsibility to
their shareholders, underpinned the economic stability of their nation and the livelihood of its peoples,
inexplicably ignored historic lending principles and competed with each other in an orgy of short-sighted
and profligate lending. Never before have so many outstanding enterprises fallen victim to the financial
engineering of the leveraged buyout or to its threat. Never have so many sound pension funds been
decimated, particularly in the USA. Certainly never before have so many young people with little if any
experience of business, and even less of life, been engaged by prestigious institutions and paid unprecedently
large sums of money by way of salaries and incentives ultimately only to undermine the very structures
which upheld the institutions themselves. But the greatest tragedy of this get-rich-quick era was the human
one – the many thousands of small and medium sized businesses that the banks no longer could or would
support, and the many millions of conscientious and competent people who lost their employment through
the corporate restructurings and bankruptcies.
It is against this background that I would like to inform our shareholders of Camellia’s philosophy
regarding its responsibilities, its management and its raison d’etre. Let me say at the outset that nothing
I have seen or experienced in 40 years of professional life has led me to alter my view that a business can
be run with a “human face”, for the benefit not only of shareholders but equally for its employees, as well
as the general benefit of the societies and environments in which it works. In our group we particularly
concern ourselves with the welfare of our employees in the conviction that the loyalty of a secure and
enthusiastic employee will in the long run prove to be an invaluable company asset. I stress the long-term
advisedly, because our entire emphasis is towards the development of a worldwide group of businesses
which by their very nature require their managements to take a long view. Many companies in the group
are in excess of 100 years old. These enterprises have acquired particular skills, traditions and ethos,
and we see ourselves more in the nature of custodians or trustees than as owners. That is we do not see
these assets as objects or commodities or bits of paper that can be traded, but rather as living entities
from which, if properly managed, we might earn an attractive return on our investment; but also, and
indeed primarily, towards which as individual enterprises we have a responsibility of ensuring continuity,
development and progressive growth.
In summary then, our priority is not towards acquisitions but to the continuous refinement and
improvement of the group’s existing assets using our internal expertise and financial strength. Above all
we will never overreach ourselves so that our base becomes vulnerable to the changing circumstances of the
banks.
These then are the principles on which Camellia was built and I have every confidence that we will
continue to go from strength to strength as long as we and those that follow us continue to abide by them.”
Staff
It is again my pleasure to thank all our staff for the very professional manner in which they have discharged their
duties over the past year.
M C Perkins
Chairman
28 April 2011
6
Report of the directors
The directors present their report together with the audited accounts for the year ended 31 December 2010.
Principal activities
The company is a holding company and its country of incorporation is England. The principal activities of its
subsidiary and associated undertakings comprise:
Agriculture and horticulture – the production of tea, edible nuts, citrus, rubber, fruits, other horticultural produce
and general farming
Engineering – metal finishing, fabrication, precision engineering and heat treatment
Food storage and distribution
Insurance
Private banking and financial services
The holding of investments
Further details of the group’s activities are included in the chairman’s statement on pages 3 to 6.
Results and dividends
The profit for the year amounted to £51,034,000 (2009: £22,441,000). The board has proposed a final dividend
for the year of 80p per share payable on 6 July 2011 to holders of ordinary shares registered at the close of business
on 10 June 2011. The total dividend for 2010 is therefore 110p per share (2009: 94p per share). Details are
shown in note 10 on page 44.
Directors
The directors of the company are listed on page 2. The following directors had beneficial interests in the share
capital of the company:
Camellia Plc ordinary shares of 10p each:
M C Perkins
C P T Vaughan-Johnson
31 December
2010
1 January
2010
1,573
1,000
1,573
1,000
There have been no changes in the interests of directors between 31 December 2010 and the date of this report.
Mr M Dünki was appointed to the board as a non-executive director on 1 April 2010. Dr B A Siegfried resigned
from the board on 3 June 2010.
Under the company’s articles of association all the directors are required to retire annually. Accordingly, Mr M C
Perkins, Mr C J Relleen, Mr C J Ames, Mr M Dünki, Mr P J Field, Mr A K Mathur, Mr D A Reeves, and Mr C
P T Vaughan-Johnson retire and, being eligible, seek reelection.
None of the directors or their families had a material interest in any contract of significance with the company or
any subsidiary during and at the end of the financial year.
7
Camellia Plc
Report of the directors
Executive directors
Mr M C Perkins was appointed a director in 1999 and chairman in 2001 having joined Eastern Produce
(Holdings) Limited (now Linton Park Plc) in 1972. He is a chartered accountant. Mr Perkins is also chairman of
Duncan Lawrie Holdings Limited and chairman of the nomination committee.
Mr C J Ames, a chartered accountant, is a joint managing director of Camellia Plc, a non-executive director of
Kakuzi Limited and a non-executive director of Duncan Lawrie Holdings Limited. He was previously Managing
Director of Douglas Deakin Young Limited which was acquired by the Camellia group in 2005. Prior to that he
was a partner of PricewaterhouseCoopers.
Mr P J Field is a joint managing director of Camellia Plc, is chairman of Goodricke Group Limited and from
30 April 2010 a non-executive director of Duncan Lawrie Holdings Limited. Before joining the group in 1987,
Mr Field was with Grindlays Bank engaged primarily with their business in the Indian subcontinent.
Mr A K Mathur, is a chartered accountant and joined the group in 1981. He was appointed finance director in
1999 and is also a director of Goodricke Group Limited.
Non-executive directors
Mr C J Relleen was formerly a partner in PricewaterhouseCoopers. He was appointed an independent non-
executive director and deputy chairman in January 2006 having previously been a non-executive director of
Linton Park Plc. Mr Relleen is also a non-executive director of Duncan Lawrie Holdings Limited. He is the senior
independent director, chairman of the audit committee and a member of the nomination and remuneration
committees.
Mr M Dünki was appointed a non-executive director on 1 April 2010. Mr M Dünki is a director of Rahn &
Bodmer Co., a Zurich based private bank. He is also a director of The Camellia Private Trust Company Limited
and a trustee of The Camellia Foundation and a director of Camellia Holding AG.
Mr D A Reeves was appointed a director in 2001. Following a long career with the Bank of England, Mr Reeves
joined the group in 1998 and was managing director of Duncan Lawrie Limited. He became a non-executive
director of the company in 2002 and is a member of the audit committee. Mr Reeves is a director of The
Camellia Private Trust Company Limited and a trustee of The Camellia Foundation and a director of Camellia
Holding AG.
Mr C P T Vaughan-Johnson, who was formerly president and chief executive officer of the Bank of Bermuda,
was appointed a director in 1999. He is chairman of the remuneration committee and a member of the audit
and nomination committees. Mr Vaughan-Johnson is also a non-executive director of Duncan Lawrie Holdings
Limited.
Secretary
In March 2011, Mr M D Conway resigned as the company secretary and Mr A K Mathur was appointed in his
place.
Business review
The company is required to set out in this report a fair review of the business of the group during the year ended
31 December 2010 and a description of principal risks and uncertainties facing the group. A fair review of the
business of the group is incorporated within the chairman’s statement on pages 3 to 6. The chairman’s statement
together with information contained within the report of the directors highlight the key factors affecting the
group’s development and performance. Other matters are dealt with below:
8
Report of the directors
Principal risks and uncertainties
There are a number of possible risks and uncertainties that could impact the group’s businesses. As the group’s
businesses are widely spread both in terms of activity and location, it is unlikely that any one single factor could
have a material impact on the group’s long-term performance. The following risks relating to the group’s principal
operations have been identified:
Agriculture and horticulture
The group’s agricultural based businesses are located in Kenya, Malawi, South Africa, Bangladesh, India, Brazil
and the USA. The success of these activities is greatly dependent on climatic conditions, the control of plant
disease, the cost of labour and the market price for the produce. In addition, exports from these businesses are
subject to foreign exchange fluctuations as products, particularly those from Africa, are normally priced in US
dollars.
Developing countries such as Bangladesh, Kenya and Malawi tend to be politically less stable. In Kenya, Malawi
and South Africa there are long-term issues concerning land ownership over which the group has little control but
monitors closely.
In India, separatist groups have for many years been involved in episodes of violence in Assam. Whilst this is a
matter of major concern, the group’s operations in this region have generally been able to trade normally. Over
the last three years, there has been an increase in activity by separatist groups in Darjeeling and the Dooars.
UK engineering
A number of the UK engineering companies are dependent for a significant part of their revenue on the aerospace
and the oil and gas industries. A downturn in either of these sectors would have an impact on the level of activity
in these businesses.
Some of the processes used by the companies involved in metal treatment require high standards of health
and safety and environmental management. Failure to maintain these standards could give rise to accidents or
environmental damage.
Cold storage and transport
Cold storage and transport in the UK is a highly competitive industry and is largely dependent on the food
industry for the utilisation of cold stores.
Cold stores are heavy users of electricity and any significant movement in energy costs can affect the operation’s
profitability. Similarly, the transport division is affected by sharp movements in the cost of fuel.
The business is dependent upon a sophisticated computer system. The failure of this system could have significant
consequences for the business although a disaster recovery plan is in place.
Banking and financial services
Duncan Lawrie Limited is regulated by the Financial Services Authority (FSA) and has a well developed
compliance process. The following risks have been identified:
–
–
compliance risk – the FSA has the power to stop trading activity should there be a serious breach of its
regulations. Following the recent global banking crisis, there have been moves by the authorities to tighten
regulatory standards and this may lead to a requirement for further capital to be invested in Duncan Lawrie
Limited.
credit risk – the lending of money gives rise to a credit risk. The company lends money to customers and
places money with other banks and holds interest bearing securities. This credit risk is managed by strict
internal procedures. The company limits itself to lending no more than its share capital and reserves.
–
liquidity, interest and foreign exchange rate risk – these risks are monitored closely and reported upon daily
against conservative exposure limits.
Duncan Lawrie Limited has no exposure to the sub-prime mortgage market but in periods of low interest rates
and low stock market values its income stream will inevitably be affected. Banks failures in the jurisdiction
within which Duncan Lawrie operates can also impact its results as a consequence of industry wide compensation
schemes to which it is required to contribute.
Further information on the group’s financial risks are disclosed in note 37 of the accounts.
9
Camellia Plc
Report of the directors
Investments
The group owns a number of investments including listed investments. The value of these investments is therefore
likely to fluctuate in line with global stock market movements.
Pension schemes
There are three final salary schemes in the UK. These are all closed to new entrants and one scheme has been
closed to future accrual. A material proportion of the assets of each of these schemes is invested in equities and the
value of these assets will fluctuate in line with global equity markets. Continuing improvements in mortality rates
may also increase the liabilities of the schemes.
Credit Risk
Credit control procedures are in place throughout the group but a risk remains that some customers may have
difficulty making payments.
Social and environmental responsibility
Background
The group has a wide range of businesses operating around the world in diverse commercial, cultural and
regulatory environments. These businesses encompass a correspondingly wide spectrum of employment and
environmental issues and our main challenge is to ensure that these are consistently managed across the group.
The group’s businesses have a duty to meet local regulatory requirements and will always strive to do so. In this
respect, there is a distinction between our UK businesses and our agricultural and horticultural businesses based
mostly in developing countries. Whilst the UK businesses are subject to well developed regulatory regimes in the
areas of employment and environmental protection, this is not necessarily the case elsewhere. Our agricultural and
horticultural businesses have however more than responded to the increasing amount of relevant local legislation
and to the demands of the marketplace, as many of our major customers for agricultural products now expect us
to meet their own social and environmental standards, or to achieve certification against recognised international
standards such as ‘Fairtrade’ labelling.
Particular challenges and opportunities for the group lie in the following areas:
Child labour: We have a clear policy not to use child labour and all of our businesses meet local legal requirements.
The minimum legal working age varies around the world and in some countries it is both the cultural norm and
permissible for parents to involve their children in the productive process. We do not subscribe to this approach
and therefore translating our policy into unambiguous local rules and enforcing these rules requires vigilance.
Health and safety: Our UK and North-American businesses operate in a strong regulatory climate, and have a
good health and safety culture and record. Achieving equivalent standards of health and safety management in our
operations in some developing countries is a continuing challenge.
Medical care and education: In some countries, our workers and their children do not have access to good state
provision of medical or educational services. However, the majority of tea estates in India and Bangladesh have a
hospital and a qualified doctor and our operations in both these countries have central group hospitals to which
more serious illnesses are referred. A number of our African businesses report a high incidence of HIV/AIDS. We
provide, as a very minimum, basic medical services including where appropriate retroviral drugs, and give support
to schools that are either run by our companies, or in the local neighbourhood.
Casual labour: Some of our agricultural businesses rely on seasonal labour, notably at harvest time. Our
agricultural companies give casual and contract workers employment rights in accordance with local legislation.
Environmental management: Our UK-based engineering businesses have the greatest potential to create pollution
and hazardous waste and need to meet tight legislative standards. Where appropriate, our UK businesses have
formal environmental management systems in place and most are independently certified to the international
standard ISO 14001. The enforcement of environmental legislation in many countries where we operate is
poor and our businesses in these locations have to act on their own initiative to meet international standards of
environmental protection.
10
Report of the directors
Our approach
We believe that good management of employment and environmental issues is essential in ensuring the long-term
success of our businesses. We are therefore committed to devoting the resources necessary to continually improve
our performance with the same vigour that we apply to other aspects of managing our business.
In 2009, the board adopted a new Corporate Social Responsibility Policy which is available on the company’s
website. The adoption of this policy commenced across the group during 2010.
Performance
There are no current employment or environmental issues that prejudice the continuing development of the
group. No group businesses were prosecuted for any breach of employment or environmental legislation during
2010.
The group had previously commissioned independent advisors to review the implementation of the business
principles across our main trading companies. Based on their findings, the group has sought to ensure ongoing
adherence to the business principles. In 2010, the executive committee established a process for ensuring that the
new Corporate Social Responsibility Policy is adopted across the group.
– Members of the executive committee must ensure that the businesses for which they are responsible adopt the
business principles and have implementation plans in place.
– A more formal structure for business reporting and data collection against the requirements of the business
principles has been established.
– A set of key non-financial performance indicators has been developed to enable better measurement of group
performance.
Key financial performance indicators
Return on segmental assets
The nature of the group’s principal activities is such that the board takes a long-term view on its operations,
particularly in agriculture. It is also concerned to improve the quality of the group’s assets over the long-term and
monitors that by reference to return on segmental assets achieved in the main segments of the business which are
then compared against budget. The return achieved in the current and prior year was as follows:
Agriculture and
horticulture
Engineering
Food storage and
distribution
Banking and
financial services
2010
2009
2010
2009
2010
2009
2010
2009
Segment net assets (£’000)
224,265 187,118
17,363
12,091
17,257
19,451
47,932 28,264
Segment trading profit/(loss) (£’000)
54,013
37,949
Return on segmental assets (%)
24.08
20.28
256
1.47
1,608
13.30
(670)
(3.88)
985
5.06
275
0.57
(925)
(3.27)
Segment net assets (segment assets less segment liabilities) and segment profit are as reported in the consolidated
accounts.
Group borrowings ratio
The board’s objective is to ensure that gross borrowings as a percentage of tangible net assets do not exceed 50%.
The ratio achieved was 2.0%. (2009: 5.6%).
Gross borrowings and tangible net assets (share capital and reserves less goodwill and intangible assets) are derived
from the consolidated accounts.
11
Camellia Plc
Report of the directors
Key non-financial performance indicators
The following information has been compiled based on data provided by a majority of the group’s subsidiary
undertakings. The board considers that this information demonstrates the level of compliance with important
elements of the business principles. The board will regularly review which key non-financial performance
indicators are most appropriate.
KPI definition
Agriculture
and
horticulture
Engineering
Food
storage and
distribution
Banking and
financial
services
1 Compliance
2010
2009
2008
2010
2009
2008
2010
2009
2008
2010
2009
2008
a) Prosecutions The number of prosecutions
brought in the financial year
by the official regulatory bodies
responsible for enforcing
regulations in the areas of:
b) Formal
warnings
Employment
Worker health and safety
Environmental protection
The number of written
warnings during the financial
year by the official regulatory
bodies responsible for
enforcing regulations in the
areas of:
Employment
Worker health and safety
Environmental protection
2 Child Labour
a) Minimum age The number of employees who
b) Access to
education
3 Accidents
a) Injury
4 Health
a) Sickness
absence
b) Sickness
claims
were less than 15 years old
during the financial year
The number of employees
who were younger than the
age for completing compulsory
education in their country
during the financial year
The number of injuries
received at work resulting in
either:
Absence from work for more
than three days, or the injured
person being unable to do
the full range of their normal
duties for more than three days
The number of employee days
absence as a result of sickness
during the financial year
The number of claims for
compensation arising from
occupational health issues
received during the financial
year in respect of continuing
operations
–
–
–
–
–
–
–
–
–
–
–
–
–
2
–
–
–
–
–
–
2
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
685(ii)
128
78
1
1
4
11
–
–
180,438(i)165,520 (i)148,776 (i)
3,580
3,869
2,431
2,854
870
566
482(ii)
246
248
2
–
1
1
–
–
(i) This excludes tea garden workers in India who have a contractual entitlement to fourteen days sickness absence. From 2009 the operations in Malawi are
included whereas they were excluded in previous years. It should be noted however that in Malawi there is high level of sickness due to HIV/AIDS related
conditions and malaria.
(ii)
Injury and sickness claim figures now include those from operations in Malawi which were unavailable in previous years.
12
Report of the directors
Substantial shareholdings
As at 28 April 2011 the company had been advised of the following interests in the share capital of the company:
Camellia Private Trust Company Limited held through its subsidiary, Camellia Holding AG 1,427,000 ordinary
shares (51.34 per cent. of total voting rights).
Taube Hodson Stonex & Partners Limited held through State Street Nominees Limited 227,176 ordinary shares
(8.17 per cent. of total voting rights).
Alcatel Bell Pensioenfonds VZW held through HSBC Global Custody Nominees (UK) Limited 223,015 ordinary
shares (8.023 per cent. of total voting rights).
Charitable contributions
During the year the group made charitable donations totalling £8,548 (2009: £10,268). Of this amount £8,098
was paid to arts, sports and education related charities and £450 was paid to local hospitals and health related
charities.
Employees
It is group policy to keep employees informed, through internal publications and other communications, on the
performance of the group and on matters affecting them as employees and arrangements to that end are made by
the management of individual subsidiary undertakings.
It is also group policy that proper consideration is given to applications for employment received from disabled
persons and to give employees who become disabled every opportunity to continue their employment.
Payment of creditors
It is group policy to agree payment terms with suppliers when negotiating business transactions and to pay
suppliers in accordance with contractual or other legal obligations. The company has no trade creditors. Group
trade creditors at 31 December 2010 represented 39 days (2009: 34 days) of annual purchases.
Share capital and purchase of own shares
The company’s share capital comprises one class of ordinary shares of 10 pence each which carry no restrictions
on the transfer of shares or on voting rights (other than as set out in the company’s articles of association). There
are no agreements known to the company between shareholders in the company which may result in restrictions
on the transfer of shares or on voting rights in relation to the company. Details of the issued share capital are
contained in note 31 to the accounts.
At the annual general meeting in 2010, shareholders gave authority for the company to purchase up to 277,950 of
its own shares. This authority expires at the conclusion of this year’s annual general meeting on 9 June 2011.
Independent auditors
PricewaterhouseCoopers LLP has expressed its willingness to continue as auditors of the company and a resolution
proposing PricewaterhouseCoopers LLP re-appointment will be put to the annual general meeting.
Each of the persons who were directors at the time when this directors’ report was approved has confirmed that:
a)
so far as each director is aware, there is no relevant audit information of which the company’s auditors are
unaware; and
b) each director has taken all the steps that ought to have been taken as a director, including making appropriate
enquiries of fellow directors and of the company’s auditors for that purpose, in order to be aware of any
information needed by the company’s auditors in connection with preparing their report and to establish that
the company’s auditors are aware of that information.
13
Camellia Plc
Report of the directors
Going concern
After reviewing the group’s budget for 2011 and other forecasts the directors have a reasonable expectation that
the group has adequate resources to continue in operational existence for the foreseeable future. Therefore they
continue to adopt the going concern basis in preparing the accounts.
By order of the board
A K Mathur
Secretary
28 April 2011
14
Corporate governance
Statement of compliance
This statement describes how the company applies the main principles of The Combined Code on Corporate
Governance (“the Code”). In implementing the Code, the directors have taken account of the company’s size and
structure and the fact that there is a controlling shareholder.
The company has complied with the relevant provisions set out in Section One of the 2008 Combined Code
throughout the year with the exception of the following areas of the Code that have not been implemented:
(i) the audit committee includes one non-executive director who is not considered to be independent;
(ii) formal evaluation procedures for the board, its committees and directors have not been established;
(iii) until April 2010, Mr Perkins continued to be both chairman and chief executive. In April 2010, Mr Ames
and Mr Field were appointed as joint managing directors. Mr Perkins remains executive chairman.
The board
The board currently comprises eight directors. Four are non-executive directors, of which two are considered
independent. The remaining directors are executive directors, including the executive chairman. Mr Relleen, the
deputy chairman, has been designated as the senior independent director. In April 2010, Mr Dünki was appointed
to the board as a non-executive director. The names and brief biographical details of each director appears on
page 8.
Mr Vaughan-Johnson was first appointed to the board in 1999. The board, having taken into consideration
provision A.7.2 of the Code, considers it is in the best interest of the company for Mr Vaughan-Johnson to
continue to act as an independent non-executive director. The board considers that Mr Vaughan-Johnson remains
independent and that given the relative complexity and geographical spread of the group, Mr Vaughan-Johnson’s
experience continues to be of considerable benefit.
There is ongoing dialogue between the chairman and the majority shareholder whose views are reported to the
board. The company is also in contact with other major shareholders.
In April 2010, Mr Ames and Mr Field were appointed joint managing directors of Camellia Plc and consequently
they assumed responsibility for aspects of the day to day management of the group. In 2010, the board established
a nomination committee chaired by Mr Perkins, the other members being Mr Relleen and Mr Vaughan-Johnson.
The board has established a remuneration committee, audit committee and executive committee. Terms of
reference of each of these committees can be viewed on the company’s website.
The board is responsible for managing the group’s business and has adopted a schedule of matters reserved for its
approval. The schedule is reviewed annually and covers, inter alia, the following areas:
– Strategy
– Acquisitions and disposals
– Financial reporting and control
–
Internal controls
– Approval of expenditure above specified limits
– Approval of transactions and contracts above specified limits
– Responsibilities for corporate governance
– Board membership and committees
– Approval of changes to capital structure
A full copy of the schedule is available on the company’s website.
15
Camellia Plc
Corporate governance
A report summarising the group’s financial and operational performance including detailed information on each
of its businesses is sent to directors each month. Each director is provided with sufficient information in advance
of board meetings to enable the directors to make informed judgements on matters referred to the board. The
board met nine times in 2010.
Attendance by directors at board and committee meetings held during the year was as follows:
M C Perkins
C J Relleen
C J Ames
M Dünki
P J Field
A K Mathur
D A Reeves
C P T Vaughan-Johnson
Board
9/9
9/9
9/9
5/9(i)
9/9
9/9
9/9
8/9
Audit Remuneration
2/2
2/2
2/2(ii)
2/2
2/2
2/2
(i) Mr Dünki attended five out of seven board meetings held after he was appointed to the board on 1 April 2010.
(ii) Mr Mathur attends meetings of the audit committee by invitation in his capacity as finance director.
(iii) Dr B A Siegfried was a director until 3 June 2010 and he attended one board meeting in the year.
The board has not established formal performance evaluation procedures of itself, the directors or its committees.
The board will continue to review whether implementation of such procedures is appropriate.
Executive committee
The board has delegated the day to day management of the group’s operations to the executive committee which
is also responsible for implementing board policy. The members of the committee are:
M C Perkins
A K Mathur
C J Ames
P J Field
I Ahmed
G A Mclean
A Singh
Chairman
Finance
Joint managing director
Joint managing director
Bangladesh
Kenya, Malawi and South Africa
India
Audit committee
The audit committee is chaired by Mr Relleen. The other members of the committee are Mr Reeves and Mr
Vaughan-Johnson. During 2010, the committee met on two occasions.
The principal responsibilities of the audit committee are:
–
–
–
–
to review and monitor the financial statements of the company and the audit of those statements
to monitor compliance with relevant financial reporting requirements and legislation
to monitor the effectiveness and independence of the external auditor
to review effectiveness of the group’s internal control system. The committee regularly reviews the
effectiveness of internal audit activities carried out by the company’s group accounting function and senior
management
–
to review non-audit services provided by the external auditors
During the year the committee’s work included discharging these responsibilities and, in addition, it reviewed
its terms of reference taking into account the Guidance on Audit Committees issued by the Financial Reporting
Council.
16
Corporate governance
The Committee also considered the implications of the UK Bribery Act 2010 and the controls designed to
prevent the group, and its associates, breaching the Act. The committee will further consider the guidance on the
‘adequate procedures’ required to mitigate this risk.
The committee reviewed those non-audit services provided by the external auditor and satisfied itself that the scale
and nature of those services were such that the auditors’ objectivity and independence was safeguarded.
Remuneration committee
The committee comprises the board’s two independent non-executive directors, being Mr Vaughan-Johnson who
is chairman of the committee and Mr Relleen.
The committee’s full terms of reference are available on the company’s website. The responsibilities of the
committee include:
–
–
–
–
the review of the group’s policy relating to remuneration of the chairman, executive directors and members of
the executive committee
to determine the terms of employment and remuneration of the chairman, executive directors and those
members of the executive committee that are employed in the United Kingdom with a view to ensuring that
those individuals are fairly but responsibly rewarded
to approve compensation packages or arrangements following the severance of any executive director’s service
contract
at its discretion, the committee may make such enquiries as it sees fit concerning the packages of those
members of the executive committee that are employed outside the United Kingdom
The committee met twice during 2010. The remuneration report appears on pages 19 to 21.
Insurance
The company purchases insurance to cover its directors in respect of legal actions against them in their capacity
as directors of the company. The level of cover is currently £20 million. All directors have access to independent
professional advice at the company’s expense.
Internal Control
The directors acknowledge that they are responsible for maintaining a sound system of internal control. During
the year, the audit committee, on behalf of the board, reviewed the effectiveness of the framework of the group’s
system of internal control, the principal features of which are described below.
Decentralisation is a key management philosophy with responsibility for efficient day to day operations delegated
to local management. Accountability and delegation of authority are clearly defined with regular communication
between group head office and local management. The performance of each company is continually monitored
centrally including a critical review of annual budgets, revised forecasts and monthly sales, profits and cash reports.
Financial results and key business statistics and variances from approved plans are carefully monitored. Senior
management regularly visit and review the group’s operating units. However, any system of internal control can
provide only reasonable, and not absolute, assurances against material mis-statement or loss.
By order of the board
A K Mathur
Secretary
28 April 2011
17
Camellia Plc
Statement of directors’ responsibilities
The directors are responsible for preparing the annual report, the directors’ remuneration report and the financial
statements in accordance with applicable law and regulations.
Company law requires the directors to prepare group and parent company financial statements for each financial
year. Under that law the directors have prepared the group and parent company financial statements in accordance
with International Financial Reporting Standards (IFRSs) as adopted by the European Union.
Under company law the directors must not approve the financial statements unless they are satisfied that they give
a true and fair view of the state of affairs of both the group and the parent company and of the profit or loss of the
group and company for that period.
In preparing these financial statements, the directors are required to:
–
select suitable accounting policies and apply them consistently;
– make judgements and accounting estimates that are reasonable and prudent;
–
state whether applicable IFRSs as adopted by the European Union have been followed, subject to any material
departures disclosed and explained in the financial statements;
– prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
company’s transactions and disclose with reasonable accuracy at any time the financial position of the company
and the group and enable them to ensure that the financial statements and the Directors’ Remuneration Report
comply with the Companies Act 2006 and, as regards the group financial statements, Article 4 of the IAS
Regulation. They are also responsible for safeguarding the assets of the company and the group and hence for
taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the company’s website.
Each of the directors, whose names and functions are listed on page 2 confirm that, to the best of their knowledge:
–
–
the group financial statements, which have been prepared in accordance with IFRSs as adopted by the EU,
give a true and fair view of the assets, liabilities, financial position and profit of the group; and
the directors’ report contained on pages 7 to 14 includes a fair review of the development and performance of
the business and the position of the group, together with a description of the principal risks and uncertainties
that it faces.
By order of the board
M C Perkins
Chairman
28 April 2011
18
Remuneration report
This report is drawn up in accordance with the Companies Act 2006 and the rules of the UK Listing Authority.
Policy on directors’ remuneration
In determining remuneration policy and the remuneration of directors, full consideration has been given to the
relevant provisions of the Combined Code. The board seeks to provide remuneration packages that will attract,
retain and motivate the best possible person for each position. The board also wishes to align the interests of
executives with shareholders. The group’s activities are based largely on agriculture and horticulture, which are
highly dependent on factors outside management control (e.g. weather, market prices for our produce etc.), and
is a significant consideration as to why the company does not operate profit related bonus, share option or share
incentive schemes for directors.
Service contracts
Messrs Perkins, Ames and Mathur are each employed by Linton Park Plc on rolling service contracts. Mr Field
is employed by Duncan Lawrie Limited. Mr Perkins’s service contract is dated 25 April 2002, Mr Mathur’s
service contract is dated 1 December 2003, Mr Ames’s service contract is dated 24 April 2009 and Mr Field’s
service contract is dated 25 September 2002. The service contracts are terminable at any time by a one year
period of notice from the company or the director. Following their initial appointment non-executive directors
may seek re-election by shareholders at each subsequent annual general meeting. Non-executive directors do not
have service agreements. There are no specific contractual provisions for compensation upon early termination
of a non-executive director’s employment. The remuneration committee reviews salaries annually and will seek
independent professional advice when appropriate.
The following sections on directors’ remuneration and pensions have been audited.
Directors’ remuneration
Executive
M C Perkins
C J Ames
P J Field
A K Mathur
Non-executive
M Dünki (from 1 April 2010)
D A Reeves
C J Relleen
Dr B A Siegfried (up until 3 June 2010)
C P T Vaughan-Johnson
Basic
remuneration
2010
£
345,863
196,248
196,248
196,248
7,500
20,000
37,500
5,000
32,500
Benefits
in kind
2010
£
74,363
39,191
15,012
34,599
–
–
–
–
–
Total
2010
£
420,226
235,439
211,260
230,847
7,500
20,000
37,500
5,000
32,500
Total
2009
£
396,319
213,646
206,998
214,551
–
20,000
37,500
10,000
32,500
1,037,107
163,165
1,200,272
1,131,514
Benefits in kind include the value attributed to benefits such as medical insurance, accommodation, permanent
health insurance, spouse/partner travel and cash alternatives to company cars.
19
Camellia Plc
Remuneration report
Directors’ pensions
Most UK employees, including executive directors, are eligible to join pension schemes operated within the group.
Mr Perkins was a member of The Linton Park Group Pension Scheme up until 28 February 2010. Mr Field and
Mr Mathur are members of The Lawrie Group Pension Scheme. Members of The Lawrie Group Pension Scheme
contribute 6 per cent. of their basic salary. Members of The Linton Park Group Pension Scheme contribute 8 per
cent. of their basic salary. Pension accrues at the rate of 1/60th of basic final salary per year of service for Messrs
Perkins, Field and Mathur. Under The Linton Park Group Pension Scheme the normal retirement age was 63
up until 31 December 2003 in respect of service up until that date. With effect from 1 January 2004 the normal
retirement age was increased to 65.
From 1 May 2007 the normal retirement age of members of The Lawrie Group Pension Scheme was increased
to 65. Pension benefits accrued prior to that date can be paid at age 63 without actuarial reduction. In a few
cases pensions can be paid from age 60 without actuarial reduction. Both schemes provide for a lump sum death
in service benefit of four times basic salary and a spouse’s pension of half of the member’s pension, based on
prospective service.
All benefits are subject to H M Revenue and Customs limits. Up until 6 April 2005, under The Linton Park
Group Pension Scheme, post retirement pension increases were based on the annual increase in the retail price
index, subject to a maximum of 5 per cent.. From 6 April 2005, the maximum increase reduced to 2.5 per cent.
per annum in respect of pension accrued on or after that date. Also, under The Linton Park Group Pension
Scheme there is a minimum increase of 3 per cent. per annum in respect of service before 1 January 2002. Under
The Lawrie Group Pension Scheme for entrants prior to 1 January 1996, pension earned prior to April 2003 is
subject to a 5 per cent. increase per annum. From 1 May 2007, the maximum increase reduced to 2.5 per cent.
in respect of pension accrual on or after that date. In respect of service before 1 March 1999 Mr Perkins was a
member of a group defined contribution pension scheme. A sum of £34,119 was paid to Mr Ames’s personal
pension arrangement during the year.
Further information on pension arrangements:
Defined benefit pension schemes
Pension
accrued in
year
£
Pension
accrued in
the year net
of inflation
£
Pension
accrued to
31 Dec
2010
£
Transfer
value of
pension
accrued in
the year net
of inflation
£
Transfer
value of
pension
accrued
at 31 Dec
2009
£
Transfer
value of
pension
accrued
at 31 Dec
2010
£
Increase/
(decrease)
in transfer
value in the
year net of
directors’
contributions
£
878
2,700
2,700
878
(440)
(1,010)
57,978
68,500
80,410
10,702
1,007,179
(49,500) 1,413,100
(51,600) 1,985,300
1,062,651
1,907,100
2,088,400
51,255
484,300
94,300
Age
66
60
63
M C Perkins
P J Field
A K Mathur
The increase in transfer value and the transfer value of pension accrued in the year are stated net of directors’
contributions.
Notes:
1.
The accrued pension is the amount that would be paid if the director left service at the relevant date. The pension in respect of service after 1 May 2007
would be paid from age 65 based on the recent change in pension provision.
2. Mr Perkins accrued pension of £57,978 represents his entitlement on reaching normal retirement date on 28 February 2010. His accrual therefore ceased at
that date.
3.
As Mr Field reached age 60 in 2010 a different calculation and methodology is used which results in a significant increase in transfer value at the end of the
year.
4.
The transfer values have been calculated in accordance with the guidance published by the Pensions Regulator, which came into effect from 1 October 2008.
20
Remuneration report
Performance review
The following graph shows the total return on an investment in the company’s shares over the 5 years ended 31
December 2010 compared with the return achieved by the FTSE SmallCap index. This index has been selected as
there is no specific index that is comparable to the activities of the company.
)
s
’
0
0
0
(
S
N
R
U
T
E
R
L
A
T
O
T
160
140
120
100
80
60
40
By order of the board
A K Mathur
Secretary
28 April 2011
2006
2007
2008
2009
2010
CAMELLIA
FTSE SMALL CAP
Source: Thomson Datastream
21
Camellia Plc
Consolidated income statement
for the year ended 31 December 2010
Revenue
Cost of sales
Gross profit
Other operating income
Distribution costs
Administrative expenses
Trading profit
Share of associates’ results
Profit on non-current assets
Profit on disposal of available-for-sale investments
Profit on disposal of an associate
Loss on disposal of a subsidiary
Profit on part disposal of a subsidiary
Gain arising from changes in fair value of biological assets
Profit from operations
Investment income
Finance income
Finance costs
Net exchange gain
Pension schemes’ net financing expense
Net finance income/(costs)
Profit before tax
Taxation
Profit for the year
Profit attributable to:
Owners of the parent
Non-controlling interests
Notes
2
3
4
5
6
16
7
7
7
7
7
8
2010
£’000
251,181
(150,340)
100,841
2,416
(12,192)
(42,681)
48,384
3,814
4,144
182
248
–
–
11,111
67,883
957
1,431
(661)
4,054
(523)
4,301
73,141
(22,107)
51,034
41,984
9,050
51,034
2009
£’000
230,270
(148,506)
81,764
1,698
(9,061)
(39,041)
35,360
(2,966)
–
28
–
(674)
135
2,746
34,629
1,106
1,103
(1,726)
160
(1,129)
(1,592)
34,143
(11,702)
22,441
15,897
6,544
22,441
Earnings per share – basic and diluted
11
1,510.5p
571.9p
22
Statement of comprehensive income
for the year ended 31 December 2010
Group
Profit for the year
Other comprehensive income/(expense):
Foreign exchange translation differences
Release of exchange translation difference on disposal of associate
Release of other reserves movements on disposal of associate
Release of exchange translation difference on disposal of subsidiary
Actuarial movement on defined benefit pension schemes (note 29)
Available-for-sale investments:
Valuation gains/(losses) taken to equity
Share of other comprehensive income of associates
Tax relating to components of other comprehensive income
Other comprehensive expense for the year, net of tax
Total comprehensive income/(expense) for the year
Total comprehensive income/(expense) attributable to:
Owners of the parent
Non-controlling interests
Company
Profit for the year
Other comprehensive income:
Available-for-sale investments:
Valuation gains taken to equity
Transferred to profit or loss on sale
Other comprehensive (expense)/income for the year, net of tax
Total comprehensive income for the year
2010
£’000
2009
£’000
51,034
22,441
8,448
(17,298)
945
–
5,457
385
8
889
(24,276)
–
–
(294)
(2,657)
(729)
3,075
(1,276)
(1,166)
(26,157)
49,868
(3,716)
40,887
8,981
49,868
(7,879)
4,163
(3,716)
2,976
3,376
–
(7)
(7)
16
–
16
2,969
3,392
23
Camellia Plc
Consolidated balance sheet
at 31 December 2010
Non-current assets
Intangible assets
Property, plant and equipment
Biological assets
Prepaid operating leases
Investments in associates
Deferred tax assets
Other investments
Retirement benefit surplus
Trade and other receivables
Total non-current assets
Current assets
Inventories
Trade and other receivables
Other investments
Current income tax assets
Cash and cash equivalents
Assets classified as held for sale
Total current assets
Current liabilities
Borrowings
Trade and other payables
Current income tax liabilities
Employee benefit obligations
Provisions
Total current liabilities
Net current assets
Total assets less current liabilities
Non-current liabilities
Borrowings
Trade and other payables
Deferred tax liabilities
Employee benefit obligations
Other non-current liabilities
Provisions
Total non-current liabilities
Net assets
Equity
Called up share capital
Share premium
Reserves
Total shareholders’ funds
Non-controlling interests
Total equity
24
Notes
14
15
16
17
19
28
20
29
22
21
22
20
23
24
26
25
29, 30
27
26
25
28
29, 30
27
31
2010
£’000
8,076
88,676
121,000
1,040
31,778
109
32,546
835
17,758
301,818
35,214
60,388
5,313
650
291,149
392,714
6,161
398,875
2009
£’000
8,584
80,491
106,067
1,074
97,364
103
30,153
3,054
19,646
346,536
28,279
55,197
12,420
763
229,574
326,233
–
326,233
(5,990)
(260,751)
(7,211)
(352)
(1,113)
(12,761)
(254,346)
(5,353)
(268)
(150)
(275,417)
(272,878)
123,458
425,276
53,355
399,891
(442)
(9,644)
(34,502)
(12,852)
(114)
(750)
(58,304)
(3,119)
(11,227)
(30,449)
(28,668)
(118)
–
(73,581)
366,972
326,310
284
15,298
313,911
329,493
37,479
366,972
284
15,298
278,272
293,854
32,456
326,310
Company balance sheet
at 31 December 2010
Non-current assets
Investments in subsidiaries
Other investments
Total non-current assets
Current assets
Amounts due from group undertakings
Current income tax asset
Total current assets
Current liabilities
Trade and other payables
Amounts due to group undertakings
Total current liabilities
Net current liabilities
Total assets less current liabilities
Non-current liabilities
Deferred tax liabilities
Total non-current liabilities
Net assets
Equity
Called up share capital
Share premium
Reserves
Total shareholders’ funds
The notes on pages 29 to 73 form part of the financial statements.
The financial statements were approved on 28 April 2011 by the board of
directors and signed on their behalf by:
M C Perkins
Chairman
Registered Number 29559
Notes
18
20
25
28
31
2010
£’000
73,508
7,537
81,045
8,742
74
8,816
(17)
(24,177)
(24,194)
(15,378)
65,667
(313)
(313)
2009
£’000
73,683
7,512
81,195
5,702
74
5,776
(18)
(21,275)
(21,293)
(15,517)
65,678
(337)
(337)
65,354
65,341
284
15,298
49,772
65,354
284
15,298
49,759
65,341
25
Camellia Plc
Consolidated cash flow statement
for the year ended 31 December 2010
Cash generated from operations
Cash flows from operating activities
Interest paid
Income taxes paid
Interest received
Dividends received from associates
Net cash flow from operating activities
Cash flows from investing activities
Purchase of intangible assets
Purchase of property, plant and equipment
Insurance proceeds for non-current assets
Proceeds from sale of non-current assets
Part disposal of a subsidiary
Disposal of a subsidiary
Purchase of non-controlling interests
Proceeds from sale of associate
Proceeds from sale of investments
Purchase of investments
Income from investments
Net cash flow from investing activities
Cash flows from financing activities
Equity dividends paid
Dividends paid to non-controlling interests
New loans
Repayment of debt
Net cash flow from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Exchange gains/(losses) on cash
Cash and cash equivalents at end of year
Notes
32
5
34
34
23
23
2010
£’000
27,995
(683)
(15,532)
1,291
1,220
14,291
(91)
(16,486)
5,490
553
507
–
(2,705)
48,754
12,785
(7,181)
957
42,583
(2,891)
(4,207)
59
(7,575)
(14,614)
42,260
28,631
4,382
75,273
2009
£’000
48,038
(1,747)
(10,074)
1,189
2,297
39,703
(192)
(10,111)
–
697
579
3,843
–
–
5,509
(12,683)
1,106
(11,252)
(2,557)
(2,610)
788
(4,883)
(9,262)
19,189
9,919
(477)
28,631
For the purposes of the cash flow statement, cash and cash equivalents are included net of overdrafts repayable on demand.
These overdrafts are excluded from the definition of cash and cash equivalents disclosed on the balance sheet.
26
Company cash flow statement
for the year ended 31 December 2010
Cash generated from operations
Profit before tax
Adjustments for:
Gain on disposal of investments
Interest income
Dividends from group companies
Decrease in trade and other payables
Net movement in intra-group balances
Cash used in operations
Interest received
Net cash flow from operating activities
Cash flows from investing activities
Proceeds from sale of investments
Purchase of investments
Dividends received
Net cash flow from investing activities
Cash flows from financing activities
Equity dividends paid
Net cash flow from financing activities
Net movement in cash and cash equivalents
Cash and cash equivalents at beginning and at end of year
2010
£’000
2,952
(117)
(43)
(4,000)
(1)
(138)
(1,347)
43
(1,304)
586
(326)
4,000
4,260
(2,956)
(2,956)
–
–
2009
£’000
3,376
(17)
(62)
(4,000)
(2)
(579)
(1,284)
62
(1,222)
37
(200)
4,000
3,837
(2,615)
(2,615)
–
–
27
Camellia Plc
Statement of changes in equity
for the year ended 31 December 2010
Share
capital
£’000
Share Treasury Retained
earnings
shares
£’000
£’000
premium
£’000
Other
reserves
£’000
Group
At 1 January 2009
Total comprehensive (expense)/income for the year
Dividends
Non-controlling interest subscription
Share of associate’s change in treasury shares
Share of associates’ other equity movements
Loss on dilution of interest in associate
At 31 December 2009
Total comprehensive income/(expense) for the year
Dividends
Non-controlling interest subscription
Acquisition of non-controlling interest
Share of associate’s other equity movements
Loss on dilution of interest in associate
At 31 December 2010
Company
At 1 January 2009
Total comprehensive income for the year
Dividends
At 31 December 2009
Total comprehensive income for the year
Dividends
At 31 December 2010
284
–
–
–
–
–
–
284
–
–
–
–
–
–
284
284
–
–
284
–
–
284
15,298
–
–
–
–
–
–
15,298
–
–
–
–
–
–
15,298
15,298
–
–
15,298
–
–
15,298
Non-
controlling
interests
£’000
30,401
4,163
(2,610)
502
–
–
–
32,456
8,981
(4,207)
497
(248)
–
–
Total
£’000
304,100
(7,879)
(2,557)
–
200
27
(37)
293,854
40,887
(2,891)
–
(2,457)
199
(99)
Total
equity
£’000
334,501
(3,716)
(5,167)
502
200
27
(37)
326,310
49,868
(7,098)
497
(2,705)
199
(99)
(400)
–
–
–
–
–
–
(400)
–
–
–
–
–
–
195,485
14,926
(2,557)
–
200
27
(37)
208,044
49,733
(2,891)
–
(2,457)
199
(99)
93,433
(22,805)
–
–
–
–
–
70,628
(8,846)
–
–
–
–
–
(400)
252,529
61,782
329,493
37,479
366,972
–
–
–
–
–
–
–
36,850
3,392
(2,615)
37,627
2,969
(2,956)
12,132
–
–
12,132
–
–
64,564
3,392
(2,615)
65,341
2,969
(2,956)
37,640
12,132
65,354
–
–
–
–
–
–
–
64,564
3,392
(2,615)
65,341
2,969
(2,956)
65,354
Other reserves of the group and company includes a £31,000 (2009: £31,000) capital redemption reserve and, in respect of the
group, net exchange differences of £18,408,000 surplus (2009: £27,258,000 surplus).
Group retained earnings includes £115,730,000 (2009: £93,465,000) which would require exchange control permission for
remittance as dividends.
28
Accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have
been consistently applied to all years presented, unless otherwise stated.
Basis of preparation
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards
(IFRS) as adopted by the EU, IFRIC interpretations and the Companies Act 2006 applicable to companies reporting under
IFRS.
The consolidated financial statements have been prepared on the historical cost basis as modified by the revaluation of land
and buildings, biological assets, agricultural produce, available-for-sale investments, financial assets and financial liabilities
held-for-trading.
Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current year.
Going concern
The directors have, at the time of approving the financial statements, a reasonable expectation that the company and the group
have adequate resources to continue to operate for the foreseeable future. They therefore continue to adopt the going concern
basis of accounting in preparing the financial statements.
Basis of consolidation
Subsidiaries
The consolidated financial statements incorporate the financial statements of the company and entities controlled by the
company (its subsidiaries) made up to 31 December each year.
On acquisition, the assets and liabilities of a subsidiary are measured at their fair values at the date of acquisition. Any excess
of the cost of acquisition over the fair values of the identifiable net assets acquired is recognised as goodwill. Any deficiency of
the cost of acquisition below the fair values of the identifiable net assets acquired (i.e. discount on acquisition) is credited to the
income statement in the period of acquisition. The interest of minority shareholders is stated at the minority’s proportion of
the fair values of the assets and liabilities recognised.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the
effective date of acquisition or disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into
line with those used by the group.
All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Associates
An associate is an entity over which the group is in a position to exercise significant influence, but not control or joint control,
through participation in the financial and operating policy decisions of that entity.
Investments in associates are accounted for by the equity method of accounting. Under this method the group’s share of the
post-acquisition profits or losses of associates is recognised in the income statement and its share of post-acquisition movements
in reserves is recognised in reserves.
Foreign currency translation
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing on the dates of the
transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are
retranslated at the rates prevailing on the balance sheet date. Translation differences on non-monetary items carried at fair
value are reported as part of the fair value gain or loss. Gains and losses arising on retranslation are included in the income
statement, except for exchange differences arising on non-monetary items where the changes in fair value are recognised
directly in equity.
29
Camellia Plc
Accounting policies
The consolidated financial statements are presented in sterling which is the company’s functional and presentation currency.
On consolidation, income statements and cash flows of foreign entities are translated into pounds sterling at average exchange
rates for the year and their balance sheets are translated at the exchange rates ruling at the balance sheet date. Exchange
differences arising from the translation of the net investment in foreign entities and of borrowings designated as hedges of
such investments, are taken to equity. When a foreign entity is sold such exchange differences arising since 1 January 2004 are
recognised in the income statement as part of the gain or loss on disposal.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the
foreign entity and translated at the exchange rate ruling on the date of acquisition. The group has elected to treat goodwill and
fair value adjustments arising on acquisitions prior to 1 January 2004, the date of the group’s transition from UK GAAP to
IFRS, as sterling denominated assets and liabilities.
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods
and services provided in the normal course of business, net of discounts, value added tax and other sales related taxes and after
eliminating intra-group sales.
Interest income and expense arising through the group’s banking operations are recognised in the income statement for all
instruments measured at amortised cost using the effective interest method and is stated net of interest paid.
The effective interest method is a method of calculating the amortised cost of a financial asset or a financial liability and
of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that
exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument or, when
appropriate, a shorter period to the net carrying amount of the financial asset or financial liability. When calculating the
effective interest rate, the group estimates cash flows considering all contractual terms of the financial instrument (for example,
prepayment options) but does not consider future credit losses. The calculation includes all fees and points paid or received
between parties to the contract that are an integral part of the effective interest rate, transaction costs and all other premiums or
discounts. Once a financial asset or a group of similar financial assets has been written down as a result of an impairment loss,
interest income is recognised using the rate of interest used to discount the future cash flows for the purpose of measuring the
impairment loss.
Fees and commissions are for portfolio and other management advisory services and are recognised based on the applicable
service contracts, usually on a time-apportioned basis.
In respect of engineering services, revenue is recognised based upon the stage of completion and includes costs incurred to date,
plus accrued profits.
Invoices are raised when goods are despatched or when the risks and rewards of ownership otherwise irrevocably pass to the
customer.
Segmental reporting
The adoption of IFRS 8 requires operating segments to be identified on the basis of internal reports used to assess performance
and allocate resources by the chief operating decision maker. The chief operating decision maker has been identified as the
Executive Committee led by the Chairman. Inter segment sales are not significant.
Exceptional items
Exceptional items are those significant items which are separately disclosed by virtue of their size or incidence to enable a full
understanding of the group’s financial performance. Full disclosure of exceptional items are set out in notes 5 and 6.
Intangible assets
(i) Goodwill
Goodwill arising on consolidation represents the excess of the cost of acquisition over the group’s interest in the fair value of
the identifiable assets and liabilities of a subsidiary or associate at the date of acquisition.
Goodwill is recognised as an asset and reviewed for impairment at least annually. Any impairment is recognised immediately in
the income statement and is not subsequently reversed.
30
Accounting policies
On disposal of a subsidiary or associate, the attributable amount of goodwill is included in the determination of the profit or
loss on disposal.
(ii) Identifiable intangible assets
Identifiable intangible assets include customer relationships and other intangible assets acquired on the acquisition of
subsidiaries. Acquired intangible assets with finite lives are amortised on a straight-line basis over their estimated useful lives,
not exceeding 20 years. Intangible assets’ estimated lives are re-evaluated annually and an impairment test is carried out if
certain indicators of impairment exist.
(iii) Computer software
Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specific
software. Computer software licences are held at cost and are amortised on a straight-line basis over 3 to 7 years.
Costs associated with developing or maintaining computer software programmes are recognised as an expense as incurred.
Costs that are directly associated with identifiable and unique software products controlled by the group and which are
expected to generate economic benefits exceeding costs beyond one year, are recognised as an intangible asset and amortised
over their estimated useful lives.
Property, plant and equipment
Land and buildings comprises mainly factories and offices. All property, plant and equipment is shown at cost less subsequent
depreciation and impairment, except for land, which is shown at cost less impairment. Cost includes expenditure that is
directly attributable to the acquisition of these assets.
On transition to IFRS, the group followed the transitional provisions and elected that previous UK GAAP revaluations be
treated as deemed cost.
Subsequent costs are included in the assets’ carrying amount, only when it is probable that future economic benefits associated
with the item will flow to the group and the cost of the item can be measured reliably. Repairs and maintenance are charged to
the income statement during the financial period in which they are incurred.
No depreciation is provided on freehold land. Depreciation of other fixed assets is calculated to write off their cost less residual
value over their expected useful lives.
The rates of depreciation used for the other assets are as follows:-
Freehold and long leasehold buildings
Other short leasehold land and buildings
Plant, machinery, fixtures, fittings and equipment
nil to 10 per cent. per annum
unexpired term of the lease
4 to 33 per cent. per annum
Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets, or, where
shorter, over the term of the relevant lease.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.
The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and
the carrying amount of the asset and is included in the income statement.
Biological assets
Biological assets are measured on initial recognition and at each balance sheet date at fair value. Any changes in fair value are
recognised in the income statement in the year in which they arise.
The fair value of livestock is based on market prices of livestock of similar age and sex. Where meaningful market-determined
prices do not exist to assess the fair value of the group’s other biological assets, the fair value is determined based on the net
present value of expected cash flows, discounted at appropriate current market-determined pre-tax rates.
31
Camellia Plc
Accounting policies
Impairment of assets
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment and whenever
events or changes in circumstance indicate that the carrying amount may not be recoverable. Assets that are subject to
amortisation are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not
be recoverable. An impairment loss is recognised for the amount by which the assets’ carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of an assets’ fair value less costs to sell and value in use. For the purposes
of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-
generating units).
Investments
Investments are recognised and de-recognised on a trade date when a purchase or sale of an investment is under a contract
whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially
measured at cost, including transaction costs.
Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities
that the group’s management has the positive intention and ability to hold to maturity. Were the group to sell other than an
insignificant amount of held-to-maturity assets, the entire category would be tainted and reclassified as available-for-sale.
Available-for-sale financial assets include shares of listed and unlisted companies. Listed shares are measured at subsequent
reporting dates at fair value. The fair values of listed shares are based on current bid values. Other investments such as shares of
unlisted companies, documents, manuscripts and philately are measured at cost as fair value cannot be reliably measured.
Gains and losses arising from changes in fair value are recognised directly in equity, until the investment is disposed of or is
determined to be impaired, at which time the cumulative gain or loss previously recognised in equity is included in the net
profit or loss for the period.
Investments in subsidiary companies are included at cost plus incidental expenses less any provision for impairment.
Impairment reviews are performed by the directors when there has been an indication of potential impairment.
Leases
Leases of property, plant and equipment where the group has substantially all the risks and rewards of ownership are classified
as finance leases. Finance leases are capitalised at the inception of the lease at the lower of fair value and the estimated present
value of the underlying lease payments. Each lease payment is allocated between the liability and finance charges so as to
achieve a constant rate of interest on the finance balance outstanding. The corresponding rental obligations, net of finance
charges, are included in liabilities. The interest element of the finance cost is charged to the income statement over the lease
period. Property, plant and equipment acquired under finance leases is depreciated over the shorter of the asset’s useful life and
the lease term.
Leases where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating
leases. Payments made under operating leases are charged to the income statement on a straight-line basis over the period of the
lease.
Inventories
Agricultural produce at the point of harvest is measured at fair value less estimated point-of-sale costs. Any changes arising on
initial recognition of agricultural produce at fair value less estimated point-of-sale costs are recognised in the income statement
in the year in which they arise.
Other inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable,
direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and
condition. Cost is calculated using the weighted average method. Net realisable value represents the estimated selling price less
all estimated costs of completion and selling expenses.
32
Accounting policies
Trade and other receivables
Trade receivables are carried at original invoice amount less provision made for impairment of these receivables. A provision
for impairment of trade receivables is established when there is objective evidence that the group will not be able to collect all
amounts due according to the original terms. The amount of the provision is recognised in the income statement.
Amounts due from customers of banking subsidiaries consist of loans and receivables which are non-derivative financial assets
with fixed or determinable payments that are not quoted in an active market. They arise when the bank provides money, goods
or services directly to a customer with no intention of trading the receivable and are carried at amortised cost using the effective
interest method.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments
with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current
liabilities on the balance sheet. In respect of the group’s banking operation, cash and cash equivalents include cash and non-
restricted balances with central banks, treasury bills and other eligible bills, loans and advances to banks, amounts due from
other banks and short-term government securities.
Non-current assets held for sale
Non-current assets classified as held for sale are measured at the lower of the carrying amount and fair value less costs to sell.
Non-current assets are classified as held for sale if their carrying amount will be recovered through a sale transaction rather than
through continuing use. This condition is regarded as met only when the sale is highly probable and the asset is available for
immediate sale in its present condition. Management must be committed to the sale which should be expected to qualify for
recognition as a completed sale within one year from the date of classification.
Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from
suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are
presented as non-current liabilities.
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest
method.
Borrowings
Interest-bearing bank loans and overdrafts are initially recorded at the proceeds received, net of direct issue costs. Finance
charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accrual basis
to the income statement using the effective interest method and are added to the carrying amount of the instrument to the
extent that they are not settled in the period in which they arise.
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income
statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes
items that are never taxable or deductible. The group liability for current tax is calculated using tax rates that have been enacted
or substantively enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities
in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for
using the liability method. Deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a
transaction, other than in a business combination, that at the time of the transaction affects neither accounting nor taxable
profit or loss. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the
balance sheet date and are expected to apply when the related tax asset is realised or the tax liability is settled.
33
Camellia Plc
Accounting policies
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the
temporary differences can be utilised.
Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing
of the reversal of the temporary difference is controlled by the group and it is probable that the temporary difference will not
reverse in the foreseeable future.
Employee benefits
(i) Pension obligations
Group companies operate various pension schemes. The schemes are funded through payments to insurance companies or
trustee-administered funds. The group has both defined benefit and defined contribution plans.
A defined benefit plan is a pension plan that defines an amount of pension benefit that an employee will receive on retirement,
usually dependent on one or more factors such as age, years of service and compensation. The pension cost for defined benefit
schemes is assessed in accordance with the advice of qualified independent actuaries using the “projected unit” funding
method.
A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate fund. The group
has no legal or constructive obligations to pay further contributions to the fund. Contributions are recognised as an expense in
the income statement when they are due.
The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined
benefit obligation at the balance sheet date less the fair value of plan assets. Independent actuaries calculate the obligation
annually using the “projected unit” funding method. Actuarial gains and losses are recognised in full in the period in which
they occur, they are not recognised in the income statement and are presented in the statement of comprehensive income.
(ii) Other post-employment benefit obligations
Some group companies have unfunded obligations to pay terminal gratuities to employees. Provisions are made for the
estimated liability for gratuities as a result of services tendered by employees up to the balance sheet date and any movement in
the provision is recognised in the income statement.
The estimated monetary liability for employees’ accrued annual leave entitlement at the balance sheet date is recognised as an
accrual.
Provisions
Provisions are recognised when the group has a present obligation (legal or constructive) as a result of a past event, it is
probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated.
The provision for onerous lease commitments is based on the expected vacancy period.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown
in equity as a deduction, net of tax, from the proceeds.
Where any group company purchases the company’s equity share capital (treasury shares), the consideration paid, including
any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the company’s equity
holders until the shares are cancelled or reissued. Where such shares are subsequently reissued, any consideration received, net
of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to
the company’s equity holders.
Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances.
34
Accounting policies
The group makes estimates and assumptions concerning the future. The resulting accounting will, by definition, seldom equal
the actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are set out below.
Impairment of assets
The group has significant investments in intangible assets, property, plant and equipment, biological assets, associated
companies and other investments. These assets are tested for impairment when circumstances indicate there may be a potential
impairment. Factors considered which could trigger an impairment review include the significant fall in market values,
significant underperformance relative to historical or projected future operating results, a major change in market conditions or
negative cash flows.
Depreciation and amortisation
Depreciation and amortisation is based on management estimates of the future useful life of property, plant and equipment
and intangible assets. Estimates may change due to technological developments, competition, changes in market conditions
and other factors and may result in changes in the estimated useful life and in the depreciation and amortisation charges.
Biological assets
Biological assets are carried at fair value less estimated point-of-sale costs. Where meaningful market-determined prices do not
exist to assess the fair value of biological assets, the fair value has been determined based on the net present value of expected
future cash flows from those assets, discounted at appropriate pre-tax rates. In determining the fair value of biological assets
where the discounting of expected future cash flows has been used, the directors have made certain assumptions about expected
life-span of the plantings, yields, selling prices, costs and discount rates.
Retirement benefit obligations
Pension accounting requires certain assumptions to be made in order to value obligations and to determine the impact on
the income statement. These figures are particularly sensitive to assumptions for discount rates, mortality, inflation rates and
expected long-term rates of return on assets. Details of assumptions made are given in note 29.
Taxation
The group is subject to taxes in numerous jurisdictions. Significant judgement is required in determining worldwide provisions
for taxes. There are many transactions and calculations during the ordinary course of business for which the ultimate tax
determination is uncertain.
Identifiable intangible assets – customer relationships
Customer relationships acquired are valued using discounted cash flow techniques and amortised over their estimated useful
lives. In determining their value and their subsequent useful life, management are required to make assumptions in relation to
expected cash flows, applicable discount factors, and client attrition rates.
35
Camellia Plc
Accounting policies
Changes in accounting policy and disclosures
(i) New and amended standards adopted by the group
The group has adopted the following new and amended IFRSs as of 1 January 2010:
IFRIC 16
Hedges of a net investment in a foreign operation – effective on or after 1 July 2009
This interpretation states that, in a hedge of a net investment in a foreign operation, qualifying
hedging instruments may be held by any entity or entities within the group, including
the foreign operation itself, as long as the designation, documentation and effectiveness
requirements of IAS 39 that relate to a net investment hedge are satisfied. In particular, the
group should clearly document its hedging strategy because of the possibility of different
designations at different levels of the group.
IFRIC 17
Distribution of non-cash assets to owners – effective on or after 1 July 2009
The interpretation was published in November 2008. This interpretation provides guidance
on accounting for arrangements whereby an entity distributes non-cash assets to shareholders
either as a distribution of reserves or as dividends. IFRS 5 has also been amended to require that
assets are classified as held for distribution only when they are available for distribution in their
present condition and the distribution is highly probable.
IFRS 3 (revised)
Business combinations – effective from 1 July 2009
The revised standard continues to apply the acquisition method to business combinations but
with some significant changes compared with IFRS 3. For example, all payments to purchase a
business are recorded at fair value at the acquisition date, with contingent payments classified
as debt subsequently re-measured through the statement of comprehensive income. There
is a choice on an acquisition-by-acquisition basis to measure the non-controlling interest in
the acquiree either at fair value or at the non-controlling interest’s proportionate share of the
acquiree’s net assets. All acquisition-related costs are expensed. IFRS 3 (revised) has had no
impact on the current period, as there have been no acquisitions of controlling interests.
IAS 27 (revised)
Consolidated and separate financial statements – effective from 1 July 2009
Requires the effects of all transactions with non-controlling interests to be recorded in equity
if there is no change in control and these transactions will no longer result in goodwill or gains
and losses. The standard also specifies the accounting when control is lost. Any remaining
interest in the entity is re-measured to fair value, and a gain or loss is recognised in profit or
loss.
IAS 27 (revised) has had the following impact on the current period:
During the year the group disposed of 0.5 per cent. of its interest in Goodricke Group Limited
to non-controlling interests, a charge of £18,000 has been recognised in equity. Also during
the year the group purchased the remaining 49 per cent. holding in its subsidiary, Duncan
Properties Limited from United Leasing Company Limited, an associate company, which
resulted in a charge of £2,457,000 to reserves.
IAS 36 (amendment)
Impairment of assets – effective from 1 January 2010
The amendment clarifies that the largest cash-generating unit (or group of units) to which
goodwill should be allocated for the purposes of impairment testing is an operating segment,
as defined by paragraph 5 of IFRS 8, ‘Operating segments’ (that is, before the aggregation of
segments with similar economic characteristics).
IAS 38 (amendment)
Intangible assets – effective from 1 January 2010
The amendment clarifies guidance in measuring the fair value of an intangible asset acquired
in a business combination and permits the grouping of intangible assets as a single asset if each
asset has similar useful economic lives.
36
Accounting policies
Changes in accounting policy and disclosures (continued)
IFRS 5 (amendment)
Non-current assets held for sale and discontinued operations – effective from 1 January 2010
The amendment clarifies that IFRS 5 specifies the disclosures required in respect of non-current
assets (or disposal groups) classified as held for sale or discontinued operations. It also clarifies
that the general requirement of IAS 1 still apply, in particular paragraph 15 (to achieve a fair
presentation) and paragraph 125 (sources of estimation uncertainty) of IAS 1.
(ii) Standards, amendments and interpretations to existing standards that are not yet effective and have not been
adopted early by the group
The following standards and amendments to existing standards have been published and are mandatory for the group’s
accounting periods beginning on or after 1 January 2011 or later periods, but the group has not adopted them early:
IFRS 9
Financial instruments – effective from 1 January 2013
This standard is the first step in the process to replace IAS 39, ‘Financial instruments:
recognition and measurement’. IFRS 9 introduces new requirements for classifying and
measuring financial assets and is likely to affect the group’s accounting for its financial assets.
The standard is not applicable until 1 January 2013 but is available for early adoption.
However, the standard has not yet been endorsed by the EU.
IAS 24 (revised)
Related party disclosures – effective from 1 January 2011
It supersedes IAS 24, ‘Related party disclosures’, issued in 2003. IAS 24 (revised) is mandatory
for periods beginning on or after 1 January 2011. Earlier application, in whole or in part, is
permitted. However, the standard has not yet been endorsed by the EU. The revised standard
clarifies and simplifies the definition of a related party and removes the requirement for
government-related entities to disclose details of all transactions with the government and
other government-related entities. The group will apply the revised standard from 1 January
2011. When the revised standard is applied, the group and the parent will need to disclose any
transactions between its subsidiaries and its associates. The group is currently putting systems in
place to capture the necessary information. It is, therefore, not possible at this stage to disclose
the impact, if any, of the revised standard on the related party disclosures.
IFRIC 14 (amendment) Prepayments of a minimum funding requirement – effective from 1 January 2011
The amendments correct an unintended consequence of IFRIC 14, ‘IAS 19 – The limit on
a defined benefit asset, minimum funding requirements and their interaction’. Without the
amendments, entities are not permitted to recognise as an asset some voluntary prepayments for
minimum funding contributions. This was not intended when IFRIC 14 was issued, and the
amendments correct this. The amendments are effective for annual periods beginning 1 January
2011. Earlier application is permitted. The amendments should be applied retrospectively to the
earliest comparative period presented. The group will apply these amendments for the financial
reporting period commencing on 1 January 2011.
37
Camellia Plc
Notes to the accounts
1 Business and geographical segments
The principal activities of the group are as follows:
Agriculture and horticulture
Engineering
Food storage and distribution
Banking and financial services
For management reporting purposes these activities form the basis on which the group reports its primary divisions.
Segment information about these businesses is presented below:
Agriculture and
horticulture
Engineering
Food storage
and distribution
Banking and
financial services
Other operations
Consolidated
2010
£’000
2009
£’000
2010
£’000
2009
£’000
2010
£’000
2009
£’000
2010
£’000
2009
£’000
2010
£’000
2009
£’000
2010
£’000
2009
£’000
186,714
156,974
19,887
24,028
32,000
37,434
12,084
11,347
496
487
251,181 230,270
Revenue
External sales
Trading profit
Segment profit/(loss)
54,013
37,949
256
1,608
(670)
985
275
(925)
199
181
54,073
39,798
Unallocated corporate expenses
Trading profit
Share of associates’ results
Profit on disposal of non-
current assets
Profit on disposal of available-
for-sale investments
Profit on disposal of an associate
Loss on disposal of a subsidiary
Profit on part disposal of a
subsidiary
Gain arising from changes in
fair value of biological assets
Investment income
Net finance income/(costs)
Profit before tax
Taxation
Profit after tax
Other information
Segment assets
Investments in associates
Assets classified as held for sale
Unallocated assets
Consolidated total assets
Segment liabilities
Unallocated liabilities
Consolidated total liabilities
3,712
3,805
102
(6,771)
3,814
(2,966)
(5,689)
(4,438)
48,384
35,360
4,144
182
248
–
–
–
28
–
(674)
135
11,111
957
2,746
1,106
4,301
(1,592)
73,141
34,143
(22,107)
(11,702)
51,034
22,441
11,111
2,746
259,535 218,370
21,999
15,455
22,807
23,951
268,324
261,062
29,276
31,681
6,161
4,302
2,502
3,987
576,967 522,825
65,683
31,778
97,364
6,161
–
85,787
52,580
700,693 672,769
(35,270)
(31,252)
(4,636)
(3,364)
(5,550)
(4,500) (220,392) (232,798)
(119)
(55) (265,967) (271,969)
(67,754)
(74,490)
(333,721) (346,459)
Capital expenditure
9,704
6,816
5,884
1,739
540
1,359
Depreciation
Amortisation
Impairments
(4,526)
(3,917)
(974)
(937)
(2,309)
(2,783)
(43)
(9)
(6)
(40)
(219)
313
(411)
(559)
147
(343)
(537)
45
50
16,486
10,111
(137)
(119)
(8,357)
(8,099)
(396)
(204)
(608)
(615)
(586)
(204)
Segment assets consist primarily of intangible assets, property, plant and equipment, biological assets, prepaid operating
leases, inventories, trade and other receivables and cash and cash equivalents. Receivables for tax have been excluded.
Investments in associates, valued using the equity method, have been shown separately in the segment information.
Segment liabilities are primarily those relating to the operating activities and generally exclude liabilities for taxes, short-
term loans, finance leases and non-current liabilities.
38
Notes to the accounts
1 Business and geographical segments (continued)
Geographical segments
The group operations are based in nine main geographical areas. The United Kingdom is the home country of the parent.
The principal geographical areas in which the group operates are as follows:
United Kingdom
Continental Europe
Bangladesh
India
Kenya
Malawi
North America and Bermuda
South Africa
South America
The following table provides an analysis of the group’s sales by geographical market, irrespective of the origin of the
goods/services:
United Kingdom
Continental Europe
Bangladesh
India
Kenya
Malawi
North America and Bermuda
South Africa
South America
Other
2010
£’000
64,700
27,632
22,726
71,187
28,185
7,743
9,168
3,090
3,633
13,117
2009
£’000
76,088
24,100
16,530
62,258
20,159
9,309
4,627
3,908
4,878
8,413
251,181
230,270
The following is an analysis of the carrying amount of segment assets and additions to property, plant and equipment,
analysed by the geographical area in which the assets are located:
United Kingdom
Continental Europe
Bangladesh
India
Kenya
Malawi
North America and Bermuda
South Africa
South America
Carrying amount of
segment assets
2010
£’000
2009
£’000
308,317
5,871
44,954
77,171
62,961
42,172
8,496
13,723
13,302
296,088
5,244
38,173
61,835
56,179
37,072
6,297
10,995
10,942
Additions to property,
plant and equipment
2010
£’000
6,438
250
490
5,612
1,166
1,259
354
128
789
2009
£’000
3,096
168
510
4,070
575
547
452
91
602
576,967
522,825
16,486
10,111
39
Camellia Plc
Notes to the accounts
1 Business and geographical segments (continued)
Results of banking subsidiaries
Interest receivable third parties
group companies
Interest payable third parties
group companies
Net interest income
Fee and commission income
Fee and commission expense
Inter-segment net interest
Revenue
Other operating income
Operating expenses
Segment profit/(loss)
2 Revenue
An analysis of the group’s revenue is as follows:
Sale of goods
Distribution and warehousing revenue
Engineering services revenue
Banking service revenue
Agency commission revenue
Property rental revenue
Total group revenue
Other operating income
Investment income
Interest income
Total group income
40
2010
£’000
2,992
–
2,992
(880)
(43)
2,069
10,485
(513)
43
12,084
113
12,197
(11,922)
2009
£’000
3,214
7
3,221
(1,393)
(61)
1,767
9,925
(399)
54
11,347
148
11,495
(12,420)
275
(925)
2010
£’000
186,714
32,000
19,887
12,084
210
286
251,181
2,416
957
1,431
2009
£’000
156,974
37,434
24,028
11,347
191
296
230,270
1,698
1,106
1,103
255,985
234,177
Notes to the accounts
3 Trading profit
The following items have been included in arriving at trading profit:
Employment costs (note 12)
Inventories:
Cost of inventories recognised as an expense (included in cost of sales)
Cost of inventories provision recognised as an expense (included in cost of sales)
Cost of inventories provision reversed (included in cost of sales)
Business interruption income received from insurance claim
Depreciation of property, plant and equipment:
Owned assets
Under finance leases
Amortisation of intangibles (included in administrative expenses)
Impairment of investments (included in administrative expenses)
Impairment of property, plant and equipment (included in administrative expenses)
Provision for claim (note 27)
Profit on disposal of property, plant and equipment
Operating leases – lease payments:
Plant and machinery
Property
Repairs and maintenance expenditure on property, plant and equipment
Currency exchange losses/(gains) charged/(credited) to income include:
Revenue
Cost of sales
Distribution costs
Administrative expenses
Other operating income
Finance income
Amounts paid to the group’s auditors comprised:
Audit services:
Statutory audit
Audit – related regulatory reporting
Tax services:
Compliance services
Advisory services
Other services not covered above
2010
£’000
2009
£’000
67,122
65,518
116,389
179
–
1,314
7,640
717
608
396
219
989
(518)
364
724
4,519
34
45
(173)
128
(12)
(4,054)
(4,032)
796
34
20
30
36
916
99,224
311
(11)
–
7,195
904
586
204
–
–
(264)
471
707
4,112
79
56
11
146
(6)
(160)
126
732
35
17
33
36
853
Included in the above group audit fees and expenses is £785,000 (2009: £718,000) paid to PricewaterhouseCoopers LLP
and its associates for statutory audit services, £34,000 (2009: £35,000) for audit related regulatory reporting, £49,000
(2009: £34,000) for taxation services and £32,000 (2009: £12,000) for other services.
41
Camellia Plc
Notes to the accounts
4
Share of associates’ results
The group’s share of the results of associates is analysed below:
Operating profit
Net finance costs
Impairment
Profit/(loss) before tax
Taxation
Profit/(loss) after tax
2010
£’000
4,494
(93)
–
4,401
(587)
3,814
2009
£’000
2,516
(2,653)
(3,103)
(3,240)
274
(2,966)
In 2009, the impairment charge of £3,103,000 relates to development projects of the Siegfried Group. On 15 April 2010,
the group disposed of its entire shareholding in Siegfried Holding AG.
The results include the group’s share of the profits of United Insurance Company Limited and United Leasing Company
Limited until 8 September 2010 when an agreement was entered into to sell the group’s shareholdings in these companies.
5 Profit on non-current assets
A profit of £4,144,000, net of expenses, has been realised in relation to the property, plant and equipment destroyed
by fire at the Nuneaton premises of Abbey Metal Finishing Limited. The assets destroyed with a carrying value of
£1,146,000 were subject to insurance claims and the total claims receivable amounts to £5,490,000.
6 Profit on disposal of an associate
On 15 April 2010, the group disposed of its entire shareholding in Siegfried Holding AG, an associated undertaking. The
net proceeds on disposal were £48,754,000 and a net profit of £248,000 was realised, after the transfer of £16,353,000 of
exchange difference and other movements previously included in reserves.
7
Finance income and costs
Interest payable on loans and bank overdrafts
Interest payable on obligations under finance leases
Finance costs
Finance income – interest income on short-term bank deposits
Net exchange gain on foreign currency cash balances
Pension schemes’ net financing expense (note 29)
Net finance income/(costs)
The above figures do not include any amounts relating to the banking subsidiaries.
2010
£’000
(568)
(93)
(661)
1,431
4,054
(523)
4,301
2009
£’000
(1,586)
(140)
(1,726)
1,103
160
(1,129)
(1,592)
42
Notes to the accounts
8 Taxation
Analysis of charge in the year
Current tax
UK corporation tax
UK corporation tax at 28.0 per cent. (2009: 28.0 per cent.)
Adjustment in respect of prior years
Double tax relief
Foreign tax
Corporation tax
Adjustment in respect of prior years
Total current tax
Deferred tax
Origination and reversal of timing differences
United Kingdom
Overseas
Total deferred tax
Tax on profit on ordinary activities
Factors affecting tax charge for the year
Profit on ordinary activities before tax
Share of associated undertakings profit/(loss)
Group profit on ordinary activities before tax
Tax on ordinary activities at the standard rate
of corporation tax in the UK of 28.0 per cent. (2009: 28.0 per cent.)
Effects of:
Adjustment to tax in respect of prior years
Expenses not deductible for tax purposes
Adjustment in respect of foreign tax rates
Additional tax arising on dividends from overseas companies
(Profit)/loss on disposal of non taxable assets
Other income not charged to tax
Increase in tax losses carried forward
Decrease in tax losses carried forward
Movement in unremitted earnings of overseas associates
Movement in other timing differences
Total tax charge for the year
2010
£’000
£’000
2009
£’000
3,265
–
(3,265)
17,199
362
–
4,546
3,555
135
(3,548)
142
11,648
204
11,852
11,994
(1,782)
1,490
(292)
11,702
34,143
(2,966)
37,109
–
17,561
17,561
4,546
22,107
73,141
3,814
69,327
19,412
10,391
362
1,349
2,011
599
(53)
(929)
301
(28)
–
(917)
22,107
339
2,066
1,149
327
143
(633)
359
(14)
(2,637)
212
11,702
43
Camellia Plc
Notes to the accounts
9 Profit for the year
The profit of the company was
2010
£’000
2,976
2009
£’000
3,376
The company has taken the exemption under Section 408 of the Companies Act 2006 not to disclose the company’s
income statement.
10 Equity dividends
Amounts recognised as distributions to equity holders in the period:
Final dividend for the year ended 31 December 2009 of
74p (2008: 72p) per share
Interim dividend for the year ended 31 December 2010 of
30p (2009: 20p) per share
2010
£’000
2,057
834
2,891
2009
£’000
2,001
556
2,557
Dividends amounting to £65,000 (2009: £58,000) have not been included as group companies hold 62,500 issued shares
in the company. These are classified as treasury shares.
Proposed final dividend for the year ended 31 December 2010 of
80p (2009: 74p) per share
2,274
2,103
The proposed final dividend is subject to approval by the shareholders at the annual general meeting and has not been
included as a liability in these financial statements.
11 Earnings per share (EPS)
2010
Weighted
average
number of
shares
Number
Earnings
£’000
2009
Weighted
average
number of
shares
Number
EPS
Pence
EPS
Pence
Earnings
£’000
Basic and diluted EPS
Attributable to ordinary
shareholders
41,984
2,779,500
1,510.5
15,897
2,779,500
571.9
Basic and diluted earnings per share are calculated by dividing the earnings attributable to ordinary shareholders by the
weighted average number of ordinary shares in issue during the period, excluding those held by the group as treasury
shares (note 31).
44
Notes to the accounts
12 Employees
Average number of employees by activity:
Agriculture and horticulture
Engineering
Food storage and distribution
Banking and financial services
Central management
Employment costs:
Wages and salaries
Social security costs
Other pension costs (see note 29) – UK
– Overseas
2010
Number
2009
Number
72,538
388
288
120
19
73,353
2010
£’000
59,488
2,346
1,321
3,967
67,122
72,313
367
370
129
21
73,200
2009
£’000
58,006
2,588
1,636
3,288
65,518
Total remuneration paid to key employees who are members of the executive committee, excluding directors of Camellia
Plc, amounted to £623,000 (2009: £580,000).
13 Emoluments of the directors
2010
£’000
2009
£’000
Aggregate emoluments excluding pension contributions
1,200
1,132
Emoluments of the highest paid director excluding pension contributions were £420,000 (2009: £396,000).
Further details of directors’ emoluments are set out on pages 19 and 20.
45
Camellia Plc
Notes to the accounts
14 Intangible assets
Group
Cost
At 1 January 2009
Exchange differences
Adjustment
Additions
Disposals
Disposal of subsidiary
At 1 January 2010
Exchange differences
Additions
Disposals
At 31 December 2010
Amortisation
At 1 January 2009
Exchange differences
Charge for the year
Disposals
Disposal of subsidiary
At 1 January 2010
Exchange differences
Charge for the year
Disposals
At 31 December 2010
Goodwill
£'000
Customer
relationships
£'000
Licences,
patents
and trade
marks
£'000
Computer
software
£'000
3,944
–
34
–
–
–
3,978
–
–
–
4,814
–
–
–
–
–
4,814
–
–
–
3,978
4,814
–
–
–
–
–
–
–
–
–
–
630
–
240
–
–
870
–
241
–
1,111
3,703
3,944
277
25
–
–
–
(235)
67
–
–
(67)
–
170
13
7
–
(123)
67
–
–
(67)
–
–
–
Total
£'000
10,657
12
34
192
(7)
(248)
10,640
16
91
(73)
1,622
(13)
–
192
(7)
(13)
1,781
16
91
(6)
1,882
10,674
798
(4)
339
(7)
(7)
1,119
7
367
(6)
1,487
395
662
1,598
9
586
(7)
(130)
2,056
7
608
(73)
2,598
8,076
8,584
Net book value at 31 December 2010
Net book value at 31 December 2009
3,978
3,978
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The carrying amount of the goodwill
relates to the banking and financial services segment.
The group tests goodwill annually for impairment and is assessed through evaluating two components. The first
component is evaluated on a fair value less costs of sale basis, by comparing the carrying value to the market valuations of
similar businesses, further supported by any recent corporate transactions for similar businesses. The second component is
evaluated on a value in use basis using an analysis of the future cash flows expected to be generated by the business based
on the latest five year business plan extrapolated for future years to cover the expected life of the related asset assuming
a zero growth rate. These cash flows have been discounted by applying a number of rates from 5% to 15% to test the
sensitivity under a number of alternative scenarios.
46
Notes to the accounts
15 Property, plant and equipment
Group
Deemed cost
At 1 January 2009
Exchange differences
Additions
Disposal of subsidiary
Disposals
At 1 January 2010
Exchange differences
Additions
Disposals
At 31 December 2010
Depreciation
At 1 January 2009
Exchange differences
Charge for the year
Disposal of subsidiary
Disposals
At 1 January 2010
Exchange differences
Impairment
Charge for the year
Disposals
At 31 December 2010
Net book value at 31 December 2010
Net book value at 31 December 2009
Land and buildings at net book value comprise:
Freehold
Long leasehold
Short leasehold
Land and
buildings
£’000
Plant and
machinery
£’000
Fixtures,
fittings and
equipment
£’000
79,371
(2,794)
2,930
(4,288)
(122)
75,097
1,190
6,956
(1,537)
81,706
32,034
(1,215)
1,987
(926)
(71)
31,809
397
–
2,530
(827)
33,909
47,797
43,288
84,808
(2,129)
6,334
(1,570)
(3,111)
84,332
2,139
8,519
(4,197)
90,793
55,294
(1,485)
4,996
(385)
(2,722)
55,698
1,315
219
4,810
(3,565)
58,477
32,316
28,634
19,359
(422)
847
(51)
(321)
19,412
113
1,011
(207)
20,329
10,423
(344)
1,116
(33)
(319)
10,843
74
–
1,017
(168)
11,766
8,563
8,569
2010
£’000
27,369
19,120
1,308
47,797
Total
£’000
183,538
(5,345)
10,111
(5,909)
(3,554)
178,841
3,442
16,486
(5,941)
192,828
97,751
(3,044)
8,099
(1,344)
(3,112)
98,350
1,786
219
8,357
(4,560)
104,152
88,676
80,491
restated*
2009
£’000
23,549
18,345
1,394
43,288
Plant and machinery includes assets held under finance leases. The depreciation charge for the year in respect of these
assets was £462,000 (2009: £670,000) and their net book value was £1,359,000 (2009: £1,768,000).
The amount of expenditure for property, plant and equipment in the course of construction amounted to £3,622,000
(2009: £581,000).
*Within the 2009 comparative amount, £9,361,000 has been reclassified from freehold to long leasehold.
47
Camellia Plc
Notes to the accounts
16 Biological assets
Group
At 1 January 2009
Exchange differences
Increases due to purchases
Gains/(losses) arising from changes in fair
value less estimated point-of-sale costs
Decreases due to harvesting
Companies leaving the group
At 1 January 2010
Exchange differences
Increases due to purchases
Gains/(losses) arising from changes in fair
value less estimated point-of-sale costs
Decreases due to harvesting
At 31 December 2010
Tea
£'000
69,896
(6,958)
1,528
100
–
–
64,566
1,146
1,777
6,953
–
74,442
Edible
nuts
£'000
15,441
(983)
2,763
1,472
(2,248)
–
16,445
813
3,370
834
(2,639)
18,823
Avocados
£'000
5,864
(482)
104
(59)
–
–
5,427
(168)
192
(130)
–
5,321
Other
£'000
23,019
(995)
4,668
1,233
(6,413)
(1,883)
19,629
279
3,664
3,454
(4,612)
Total
£'000
114,220
(9,418)
9,063
2,746
(8,661)
(1,883)
106,067
2,070
9,003
11,111
(7,251)
22,414
121,000
Other includes forestry, rubber, citrus, arable crops, livestock, grapes, and pineapples.
Biological assets are carried at fair value less estimated point-of-sale costs. Where meaningful market-determined prices do
not exist to assess the fair value of biological assets, the fair value has been determined based on the net present value of
expected future cash flows from those assets, discounted at appropriate pre-tax rates. At 31 December 2008 professional
valuations were obtained on a significant proportion of assets which had previously been valued using the net present
value of expected future cash flows. The valuations have been updated by professional valuers at 31 December 2010.
In determining the fair value of biological assets where the discounting of expected future cash flows has been used, the
directors have made certain assumptions about the expected life-span of the plantings, yields, selling prices and costs. The
fair value of livestock is based on market prices of livestock of similar age and sex.
The discount rates used reflect the cost of capital, an assessment of country risk and the risks associated with individual
crops. The range of discount rates used is:
Edible
nuts
%
Avocados
%
Other
%
12.0 – 13.5
12.0 – 13.5
17.5
17.5
5.0 – 17.5
5.0 – 17.5
Tea
%
13.5
13.5
2010
2009
48
Notes to the accounts
16 Biological assets (continued)
The areas planted to the various crop types at the end of the year were:
Tea
Macadamia
Wine grapes
Citrus
Avocados
Pineapples
Pistachios
Timber
Rubber
Arable crops
2010
Hectares
2009
Hectares
35,028
2,669
84
178
409
42
130
6,054
1,827
3,297
2010
Head
34,841
2,560
84
178
377
48
136
6,002
1,847
3,407
2009
Head
Livestock numbers on hand at the end of the year
5,176
4,738
Output of agricultural produce during the year was:
Tea
Macadamia
Wine grapes
Citrus
Avocados
Pineapples
Pistachios
Rubber
Arable crops
Timber
2010
Metric
tonnes
74,628
1,122
534
4,532
7,748
1,571
783
836
16,227
2010
Cubic
metres
2009
Metric
tonnes
70,272
925
2,157
4,122
6,319
1,332
21
817
19,192
2009
Cubic
metres
44,375
71,419
2010
£'000
2009
£'000
Fair value of agricultural output after deducting estimated point-of-sale costs
139,183
114,368
49
Camellia Plc
Notes to the accounts
17 Prepaid operating leases
Group
Cost
At 1 January 2009
Exchange differences
At 1 January 2010
Exchange differences
At 31 December 2010
Amortisation
At 1 January 2009
Exchange differences
Charge for the year
At 1 January 2010
Exchange differences
Charge for the year
At 31 December 2010
Net book value at 31 December 2010
Net book value at 31 December 2009
18 Investments in subsidiaries
Company
Cost
At 1 January
Transfer to group company
At 31 December
50
£'000
1,190
(98)
1,092
(33)
1,059
19
(2)
1
18
–
1
19
1,040
1,074
2010
£'000
2009
£'000
73,683
(175)
73,508
73,683
–
73,683
Notes to the accounts
19 Investments in associates
Group
At 1 January
Exchange differences
Transfer to held for sale
Disposals
Share of profit/(loss) (note 4)
Dividends
Other equity movements
At 31 December
2010
£’000
97,364
2,731
(6,161)
(64,958)
3,814
(1,220)
208
31,778
2009
£’000
109,883
(10,521)
–
(37)
(2,966)
(2,297)
3,302
97,364
On 15 April 2010, the group disposed of its entire shareholding in Siegfried Holding AG.
The transfer to held for sale relates to the group’s interests in United Insurance Company Limited and United Leasing
Company Limited.
Details of the group’s associates are shown in note 38.
The group’s share of the results of its principal associates and its share of the assets (including goodwill) and liabilities are
as follows:
Assets
£’000
Liabilities
£’000
Revenues
£’000
Profit/(loss)
£’000
Market value
£’000
31 December 2010
133,389
(101,611)
39,170
3,814
20,076
31 December 2009
243,439
(146,075)
91,955
(2,966)
98,144
The revenues and profits of United Insurance Company Limited and United Leasing Company Limited have been
included upto 8 September 2010 when an agreement was entered into to sell the group's interests in these companies.
The assets and liabilities at 31 December 2010 relate to BF&M Limited and West Hamilton Holdings Limited both of
which are incorporated in Bermuda. The financial information at 31 December 2009 also includes the group's interest in
Siegfried Holding AG which was disposed of in April 2010.
51
Camellia Plc
Notes to the accounts
20 Other investments
Group
Cost or fair value
At 1 January
Exchange differences
Fair value adjustment
Additions
Disposals
At 31 December
Provision for diminution in value
At 1 January
Exchange differences
Provided during year
Disposals
At 31 December
Net book value at 31 December
Net book value comprises:
Held-to-maturity investments:
UK Treasury bills
Bank and building society certificates of deposit
Available-for-sale financial assets:
Listed investments
Unlisted investments
Collections
Current element
Non-current element
2010
£’000
2009
£’000
43,315
732
385
7,181
(12,619)
38,994
742
13
396
(16)
1,135
37,859
–
5,313
5,313
25,010
174
25,184
7,362
37,859
5,313
32,546
37,859
39,690
(2,848)
(729)
12,683
(5,481)
43,315
586
(48)
204
–
742
42,573
4,988
7,432
12,420
22,613
223
22,836
7,317
42,573
12,420
30,153
42,573
UK Treasury bills and bank and building society certificates of deposit are held by the group’s banking operation.
52
Notes to the accounts
20 Other investments (continued)
Company
Cost or fair value
At 1 January
Fair value adjustment
Additions
Transfer to group company
Disposals
At 31 December
Cost or fair value comprises:
Listed investments
Unlisted investments
Collections
2010
£’000
2009
£’000
7,512
–
326
(222)
(79)
7,537
–
170
7,367
7,537
7,316
16
200
–
(20)
7,512
20
170
7,322
7,512
Collections comprise the group’s and company’s investment in fine art, philately, documents and manuscripts. The
market value of collections is expected to be in excess of book value.
21 Inventories
Group
Raw materials and consumables
Work in progress
Produce on hand
Finished goods
The year end inventories balance includes a provision of £102,000 (2009: £258,000).
22 Trade and other receivables
Group
Current:
Amounts due from customers of banking subsidiaries
Trade receivables
Amounts owed by associated undertakings
Other receivables
Prepayments and accrued income
Non-current:
Amounts due from customers of banking subsidiaries
Other receivables
2010
£’000
8,723
1,362
17,091
8,038
35,214
2009
£’000
7,595
993
12,859
6,832
28,279
2010
£’000
2009
£’000
21,487
24,072
285
6,777
7,767
60,388
16,621
1,137
17,758
21,833
23,222
260
5,758
4,124
55,197
18,718
928
19,646
53
Camellia Plc
Notes to the accounts
22 Trade and other receivables (continued)
Included within trade receivables is a provision for doubtful debts of £387,000 (2009: £534,000).
Trade receivables include receivables of £3,739,000 (2009: £4,134,000) which are past due at the reporting date against
which the group has not provided, as there has not been a significant change in credit quality and the amounts are still
considered recoverable. Ageing of past due but not provided for receivables is as follows:
Up to 30 days
30-60 days
60-90 days
Over 90 days
23 Cash and cash equivalents
Group
Cash at bank and in hand
Short-term bank deposits
Short-term liquid investments
2010
£’000
2,127
656
262
694
3,739
2010
£’000
217,008
29,503
44,638
291,149
2009
£’000
2,637
952
252
293
4,134
2009
£’000
157,102
21,117
51,355
229,574
Included in the amounts above are cash and short-term funds, time deposits with banks and building societies, UK
treasury bills and certificates of deposit amounting to £210,429,000 (2009: £193,434,000) which are held by the group’s
banking subsidiaries and which are an integral part of the banking operations.
Cash, cash equivalents and bank overdrafts include the following for the purposes of the cash flow statement:
Cash and cash equivalents (excluding banking operations)
Bank overdrafts (note 26)
Effective interest rate:
Short-term deposits
Short-term liquid investments
Average maturity period:
Short-term deposits
Short-term liquid investments
54
2010
£’000
80,720
(5,447)
75,273
2010
%
2009
£’000
36,140
(7,509)
28,631
2009
%
0.20 – 10.80
0.09 – 0.99
0.20 – 10.50
0.40 – 2.30
72 days
34 days
57 days
35 days
Notes to the accounts
24 Assets classified as held for sale
Following the decision of the group’s management to enter into an agreement on 8 September 2010 to sell the group’s
entire shareholdings in its Bangladeshi associated undertakings, United Insurance Company Limited (37.0 per cent.
holding) and United Leasing Company Limited (38.4 per cent. holding), the equity value of these investments of
£6,161,000 has been classified as held for sale, having previously been classified as investments in associates.
25 Trade and other payables
Current:
Amounts due to customers of banking subsidiaries
Trade payables
Other taxation and social security
Other payables
Accruals
Group
2010
£’000
218,354
22,367
1,625
13,888
4,517
260,751
2009
£’000
219,909
18,005
1,256
10,580
4,596
254,346
Non-current:
Amounts due to customers of banking subsidiaries
9,644
11,227
Company
2010
£’000
2009
£’000
–
–
–
17
–
17
–
–
–
–
18
–
18
–
55
Camellia Plc
Notes to the accounts
26 Financial liabilities – borrowings
Group
Current
Bank overdrafts
Bank loans
Finance leases
Current borrowings include the following amounts secured
on biological assets and property, plant and equipment:
Bank overdrafts
Bank loans
Finance leases
Non-current
Bank loans
Finance leases
Non-current borrowings include the following amounts
secured on biological assets and property, plant and equipment:
Bank loans
Finance leases
The repayment of bank loans and overdrafts fall due as follows:
Within one year or on demand (included in current liabilities)
Between 1 – 2 years
Between 2 – 5 years
After 5 years
Minimum finance lease payments fall due as follows:
Within one year or on demand (included in current liabilities)
Between 1 – 2 years
Between 2 – 5 years
Future finance charges on finance leases
Present value of finance lease liabilities
56
2010
£’000
5,447
50
493
5,990
4,597
50
493
5,140
186
256
442
186
256
442
5,497
45
91
50
5,683
528
217
50
795
(46)
749
2009
£’000
7,509
4,526
726
12,761
6,296
706
726
7,728
2,444
675
3,119
2,444
675
3,119
12,035
616
858
970
14,479
805
516
214
1,535
(134)
1,401
Notes to the accounts
26 Financial liabilities – borrowings (continued)
The present value of finance lease liabilities fall due as follows:
Within one year or on demand (included in current liabilities)
Between 1 – 2 years
Between 2 – 5 years
The rates of interest payable by the group ranged between:
Overdrafts
Bank loans
Finance leases
27 Provisions
Group
At 1 January 2009
Provided in the period
Utilised in the period
At 1 January 2010
Exchange differences
Provided in the period
Utilised in the period
At 31 December 2010
Current
At 31 December 2010
At 31 December 2009
Non-current
At 31 December 2010
At 31 December 2009
2010
£’000
493
207
49
749
2010
%
2009
£’000
726
473
202
1,401
2009
%
2.50 – 17.50
9.00 – 11.00
3.76 – 18.00
3.10 – 17.50
1.38 – 13.50
3.25 – 18.00
Onerous lease
£’000
Others
£’000
123
150
(123)
150
–
900
(150)
900
150
150
750
–
–
–
–
–
(26)
989
–
963
963
–
–
–
Total
£’000
123
150
(123)
150
(26)
1,889
(150)
1,863
1,113
150
750
–
The provision for onerous lease relates to six years lease commitments, which is the expected period of vacancy, for
warehouse premises. The lease expires in 2016.
Included in others is a provision of £863,000, net of an exchange loss of £26,000, relating to a claim received by Kakuzi
Limited, a group company based in Kenya. The claim made by Del Monte Kenya Limited relates to an adjustment in
their calculation of the selling price of pineapples for their joint venture in the years 2007 and 2008.
57
Camellia Plc
Notes to the accounts
28 Deferred tax
The net movement on the deferred tax account is set out below:
At 1 January
Exchange differences
Charged/(credited) to the income statement
(Credited)/charged to equity
At 31 December
Group
2010
£’000
30,346
385
4,546
(884)
34,393
2009
£’000
32,495
(3,133)
(292)
1,276
30,346
Company
2010
£’000
2009
£’000
337
–
(24)
–
313
337
–
–
–
337
The movement in deferred tax assets and liabilities is set out below:
Deferred tax liabilities
Accelerated
tax
depreciation
£’000
Unremitted
earnings of
overseas
associates
£’000
Pension
scheme
liability
£’000
35,350
(3,045)
1,522
–
33,827
567
3,624
–
38,018
2,637
–
(2,637)
–
–
–
–
–
–
988
(74)
(48)
69
935
54
122
(833)
278
Other
£’000
299
13
(240)
–
72
1
(74)
–
(1)
Total
£’000
39,274
(3,106)
(1,403)
69
34,834
622
3,672
(833)
38,295
(3,793)
34,502
At 1 January 2009
Exchange differences
(Credited)/charged to the
income statement
Charged to equity
At 1 January 2010
Exchange differences
Charged/(credited) to the income
statement
Credited to equity
At 31 December 2010
Deferred tax assets offset
Net deferred tax liability after offset
58
Notes to the accounts
28 Deferred tax (continued)
Deferred tax assets
Decelerated
tax
depreciation
£’000
Tax losses
£’000
321
–
175
–
496
–
(496)
–
–
1,743
191
(107)
–
1,827
218
(249)
–
1,796
Pension
scheme
asset
£’000
3,455
(81)
(1,285)
(1,207)
882
42
69
(81)
912
Other
£’000
1,260
(83)
106
–
1,283
(23)
(198)
132
1,194
Total
£’000
6,779
27
(1,111)
(1,207)
4,488
237
(874)
51
3,902
(3,793)
109
At 1 January 2009
Exchange differences
(Charged)/credited to the income
statement
Charged to equity
At 1 January 2010
Exchange differences
(Charged)/credited to the income
statement
Credited/(charged) to equity
At 31 December 2010
Offset against deferred tax liabilities
Net deferred tax asset after offset
Included within deferred tax liabilities are £33,178,000 (2009: £28,944,000) of accelerated tax depreciation relating to
biological assets.
Deferred tax liabilities of £9,226,000 (2009: £5,403,000) have not been recognised for the withholding tax and other
taxes that would be payable on the unremitted earnings of certain subsidiaries. Such amounts are permanently reinvested.
Deferred tax assets are recognised for tax losses carried forward only to the extent that the realisation of the related tax
benefit through future taxable profits is probable. The group has not recognised deferred tax assets of £5,818,000 (2009:
£4,943,000) in respect of losses that can be carried forward against future taxable income.
29 Employee benefit obligations
(i) Pensions
Certain group subsidiaries operate defined contribution and funded defined benefit pension schemes. The most
significant are the UK funded, final salary defined benefit schemes. The assets of these schemes are administered by
trustees and are kept separate from those of the group. Valuations of the three UK defined benefit pension schemes are
produced and updated annually to 31 December by qualified independent actuaries. The UK final salary defined benefit
pension schemes are closed to new entrants and new employees are eligible to join a group personal pension plan. The
Unochrome Group Pension Scheme is closed to future accruals and former active members participate in a defined
contribution scheme.
The overseas schemes are operated in group subsidiaries located in Bangladesh, India and The Netherlands. Actuarial
valuations have been updated to 31 December 2010 by qualified actuaries for these schemes.
59
Camellia Plc
Notes to the accounts
29 Employee benefit obligations (continued)
Assumptions
The major assumptions used in the valuation to determine the present value of the schemes’ defined benefit obligations
were as follows:
UK schemes
Rate of increase in salaries*
Rate of increase to LPI (Limited Price Indexation) pensions in payment
Discount rate applied to scheme liabilities
Inflation assumption (CPI/RPI)
2010
% per annum
2009
% per annum
3.10
2.50 – 5.00
5.40
3.00 / 3.60
3.70
2.50 – 5.00
5.70
3.60
Assumptions regarding future mortality experience are based on advice received from independent actuaries. The current
mortality tables used are PCA00 and PNA00 with medium cohort improvement factors and subject to a minimum rate of
improvement of 1% per annum, projected by year of birth and with an age rating of +1.5 years and +2 years.
*Increases in salaries based on CPI rather than RPI.
Overseas schemes
Rate of increase in salaries
Rate of increase to LPI (Limited Price Indexation) pensions in payment
Discount rate applied to scheme liabilities
Inflation assumption
2.00 – 7.00
0.00 – 3.00
5.00 – 9.00
0.00 – 7.00
2.00 – 7.00
0.00 – 3.00
5.31 – 8.75
0.00 – 7.00
The major assumptions used to determine the expected future return on the schemes’ assets were as follows:
UK schemes
Equities and property
Bonds
Cash
Overseas schemes
Bonds
Cash
Other
7.80
4.70
0.50
7.40
5.00
0.50
7.35 – 9.00
7.35 – 9.00
5.00
7.06 – 12.50
7.06 – 12.50
5.31 – 5.36
(ii) Post-employment benefits
Certain group subsidiaries located in Kenya, India and Bangladesh have an obligation to pay terminal gratuities, based
on years of service. These obligations are estimated annually using the projected unit method by qualified independent
actuaries. Schemes operated in India are funded but the schemes operated in Kenya and Bangladesh are unfunded.
Operations in India and Bangladesh also have an obligation to pay medical benefits upon retirement. These schemes are
unfunded.
Assumptions
The major assumptions used in the valuation to determine the present value of the post-employment benefit obligations
were as follows:
Rate of increase in salaries
Discount rate applied to scheme liabilities
7.00 – 9.50
8.00 – 9.00
5.00 – 7.00
8.00 – 8.75
60
Notes to the accounts
29 Employee benefit obligations (continued)
(iii) Actuarial valuations
Equities and property
Bonds
Cash
Other
Total fair value of plan assets
Present value of defined benefit
obligations
Total (deficit)/surplus in the schemes
Amount recognised as asset in the
balance sheet
Amount recognised as current liability
in the balance sheet
Amount recognised as non-current
liability in the balance sheet
Related deferred tax asset (note 28)
Related deferred tax liability (note 28)
Net (deficit)/surplus
UK
£’000
90,929
32,929
2,181
–
126,039
2010
Overseas
£’000
369
14,711
2,531
2,241
19,852
Total
£’000
91,298
47,640
4,712
2,241
UK
£’000
76,981
25,999
1,550
–
145,891
104,530
2009
Overseas
£’000
312
13,388
1,907
1,926
17,533
Total
£’000
77,293
39,387
3,457
1,926
122,063
(133,805)
(24,455)
(158,260)
(128,720)
(17,334)
(146,054)
(7,766)
(4,603)
(12,369)
(24,190)
199
(23,991)
–
–
835
835
(352)
(352)
–
–
3,054
3,054
–
–
(7,766)
(7,766)
–
–
(7,766)
(5,086)
(4,603)
912
(278)
(3,969)
(12,852)
(24,190)
(2,855)
(27,045)
(12,369)
912
(278)
(24,190)
–
–
(11,735)
(24,190)
199
882
(935)
146
(23,991)
882
(935)
(24,044)
The revaluation in deferment of pensions in excess of Guaranteed Minimum Pension has now been based on CPI rather
than RPI for the UK defined benefit pension schemes. The impact of this change, combined with salary increases now
being based on CPI rather than RPI has been to reduce the present value of defined benefit obligations by approximately
£2,500,000.
Movements in the fair value of scheme assets were as follows:
At 1 January
Expected return on plan assets
Employer contributions
Contributions paid by plan participants
Benefit payments
Actuarial gains
Exchange differences
UK
£’000
104,530
6,874
9,059
371
(5,875)
11,080
–
2010
Overseas
£’000
17,533
1,307
1,702
7
(1,991)
334
960
Total
£’000
UK
£’000
122,063
8,181
10,761
378
(7,866)
11,414
960
88,170
5,512
4,989
435
(5,953)
11,377
–
2009
Overseas
£’000
17,972
1,338
439
8
(960)
82
(1,346)
Total
£’000
106,142
6,850
5,428
443
(6,913)
11,459
(1,346)
At 31 December
126,039
19,852
145,891
104,530
17,533
122,063
61
Camellia Plc
Notes to the accounts
29 Employee benefit obligations (continued)
Movements in the present value of defined benefit obligations were as follows:
UK
£’000
2010
Overseas
£’000
Total
£’000
UK
£’000
At 1 January
Transfer from other employee benefits*
Current service cost
Past service cost
Contributions paid by plan participants
Interest cost
Benefit payments
Actuarial gains/(losses)
Exchange differences
(128,720)
–
(731)
–
(371)
(7,207)
5,875
(2,651)
–
(17,334)
(1,891)
(1,241)
(307)
(7)
(1,497)
1,991
(3,306)
(863)
(146,054)
(1,891)
(1,972)
(307)
(378)
(8,704)
7,866
(5,957)
(863)
(111,819)
–
(895)
–
(435)
(6,836)
5,953
(14,688)
–
2009
Overseas
£’000
(18,285)
–
(829)
–
(8)
(1,143)
960
572
1,399
Total
£’000
(130,104)
–
(1,724)
–
(443)
(7,979)
6,913
(14,116)
1,399
At 31 December
(133,805)
(24,455)
(158,260)
(128,720)
(17,334)
(146,054)
In 2008, the total fair value of plan assets was £106,142,000, present value of defined benefit obligations was
£130,104,000 and the deficit was £23,962,000. In 2007, the total fair value of plan assets was £127,037,000, present
value of defined benefit obligations was £131,879,000 and the deficit was £4,842,000 and in 2006, the total fair value
of plan assets was £122,836,000, present value of defined benefit obligations was £137,032,000 and the deficit was
£14,196,000.
*Relates to gratuities schemes operated by group companies, previously included in other employee benefits.
Income statement
The amounts recognised in the income statement are as follows:
UK
£’000
(731)
–
(731)
2010
Overseas
£’000
(1,241)
(307)
(1,548)
Total
£’000
(1,972)
(307)
(2,279)
UK
£’000
(895)
–
(895)
2009
Overseas
£’000
(829)
–
(829)
Amounts charged to operating profit:
Current service cost
Past service cost
Total operating charge
Amounts (charged)/credited to other
finance costs:
Expected return on pension scheme
assets
Interest on pension scheme liabilities
Net financing (charge)/income (note 7)
Total charged to income statement
(1,064)
(1,738)
(2,802)
6,874
(7,207)
(333)
1,307
(1,497)
(190)
8,181
(8,704)
(523)
5,512
(6,836)
(1,324)
(2,219)
1,338
(1,143)
195
(634)
Employer contributions to defined contribution schemes are charged to profit when payable and the costs charged were
£3,009,000 (2009: £3,027,000) .
62
Total
£’000
(1,724)
–
(1,724)
6,850
(7,979)
(1,129)
(2,853)
Notes to the accounts
29 Employee benefit obligations (continued)
Actuarial gains and losses recognised in the statement of comprehensive income
The amounts included in the statement of comprehensive income:
Actual return less expected return on
pension scheme assets
Experience gains/(losses) arising on
scheme liabilities
Changes in assumptions underlying
present value of scheme liabilities
Actuarial gain/(loss)
Taxation on actuarial movement
Net actuarial gain/(loss)
UK
£’000
2010
Overseas
£’000
Total
£’000
UK
£’000
2009
Overseas
£’000
Total
£’000
11,080
334
11,414
11,377
82
11,459
186
(3,306)
(3,120)
2,654
572
3,226
(2,837)
8,429
–
8,429
–
(2,837)
(17,342)
–
(17,342)
(2,972)
–
(2,972)
5,457
–
5,457
(3,311)
(1,148)
(4,459)
654
(128)
526
(2,657)
(1,276)
(3,933)
Cumulative actuarial losses recognised in the statement of comprehensive income are £12,667,000 (2009: £18,124,000).
History of experience gains and losses
Difference between expected and actual return on scheme assets:
Amount (£’000)
Percentage of scheme assets
Experience gains and losses on scheme liabilities:
Amount (£’000)
Percentage of present value of scheme liabilities
Effects to changes in assumptions underlying the present value
of the scheme liabilities:
Amount (£’000)
Percentage of present value of scheme liabilities
Total amount recognised:
Amount (£’000)
Percentage of present value of scheme liabilities
Difference between expected and actual return on scheme assets:
Amount (£’000)
Percentage of scheme assets
Experience gains and losses on scheme liabilities:
Amount (£’000)
Percentage of present value of scheme liabilities
Effects to changes in assumptions underlying the present value
of the scheme liabilities:
Amount (£’000)
Percentage of present value of scheme liabilities
Total amount recognised:
Amount (£’000)
Percentage of present value of scheme liabilities
2010
UK Overseas
Total
2009
UK Overseas
Total
2008
UK Overseas
Total
11,080
8.8%
334
1.7%
11,414
11,377
7.8% 10.9%
82
0.5%
11,459 (28,968)
9.4% (32.9%)
(94)
(0.5%)
(29,062)
(27.4%)
186
(3,306)
0.1% (13.5%)
(3,120)
(2.0%)
2,654
2.1%
572
3.3%
3,226
2.2%
194
(2,040)
0.2% (11.2%)
(1,846)
(1.4%)
(2,837)
(2.1%)
–
–
(2,837)
(1.8%)
(17,342)
(13.5%)
– (17,342)
(11.9%)
–
8,981
8.0%
–
–
8,981
6.9%
8,429
(2,972)
6.3% (12.2%)
5,457
(3,311)
3.4% (2.6%)
654
(2,657)
3.8% (1.8%)
(19,793)
(17.7%)
(2,134)
(11.7%)
(21,927)
(16.9%)
2007
UK Overseas
Total
2006
UK Overseas
(1,636)
(1.5%)
(511)
(3.5%)
(2,147)
(1.7%)
2,127
1.9%
65
0.5%
(1,114)
(0.9%)
(589)
(4.4%)
(1,703)
(1.3%)
1,790
1,416
1.1% 15.9%
Total
2,192
1.8%
3,206
2.3%
9,880
8.3%
–
–
9,880
(1,858)
7.5% (1.5%)
–
–
(1,858)
(1.4%)
7,130
(1,100)
6.0% (8.2%)
6,030
4.6%
1,685
1,855
1.3% 16.5%
3,540
2.6%
The current best estimate of employer contributions to be paid to UK defined benefit pension schemes for the year
commencing 1 January 2011 is £751,000.
63
Camellia Plc
Notes to the accounts
30 Other employee benefit obligations
The movement in other employee benefit obligations is as follows:
Group
At 1 January
Transfer to employee benefits obligations*
Exchange differences
Charged to the income statement
Payments made
At 31 December
Current element
Non-current element
2010
£’000
1,891
(1,891)
–
–
–
–
–
–
–
*Relates to gratuities schemes operated by group companies transferred to employee benefit obligations.
31 Share capital
Authorised: 2,842,000 (2009: 2,842,000) ordinary shares of 10p each
Allotted, called up and fully paid: ordinary shares of 10p each:
At 1 January and 31 December – 2,842,000 (2009: 2,842,000) shares
Group companies hold 62,500 issued shares in the company. These are classified as treasury shares.
32 Reconciliation of profit from operations to cash flow
2010
£’000
284
284
Group
Profit from operations
Share of associates’ results
Depreciation and amortisation
Impairment of non-current assets
Gain arising from changes in fair value of biological assets
Profit on disposal of non-current assets
Profit on disposal of an associate
Loss on disposal of a subsidiary
Profit on part disposal of a subsidiary
Profit on disposal of investments
Increase in working capital
Net (increase)/decrease in funds of banking subsidiaries
64
2010
£’000
67,883
(3,814)
8,965
615
(11,111)
(4,662)
(248)
–
–
(182)
(11,760)
(17,691)
27,995
2009
£’000
2,299
–
(169)
228
(467)
1,891
268
1,623
1,891
2009
£’000
284
284
2009
£’000
34,629
2,966
8,685
204
(2,746)
(260)
–
674
(135)
(28)
(3,741)
7,790
48,038
Notes to the accounts
33 Reconciliation of net cash flow to movement in net cash/(debt)
Group
Increase in cash and cash equivalents in the year
Net cash outflow from decrease in debt
Increase in net cash resulting from cash flows
New finance leases
Disposal of a subsidiary
Exchange rate movements
Increase in net cash in the year
Net cash/(debt) at beginning of year
Net cash at end of year
34 Disposal of businesses
Group
2010
£’000
42,260
7,516
49,776
–
–
4,252
54,028
20,260
74,288
2009
£’000
19,189
4,095
23,284
(65)
1,868
381
25,468
(5,208)
20,260
On 15 April 2010, the group disposed of its entire shareholding in Siegfried Holding AG, an associated undertaking.
Details of net assets disposed are as follows:
Fair value of assets and liabilities:
Intangible assets
Property, plant and equipment
Biological assets
Inventories
Trade and other receivables
Cash and cash equivalents
Borrowings – current – loans
Trade and other payables
Net effect of associate disposal
Satisfied by:
Cash consideration
Net inflow/(outflow) of cash in respect of disposal of businesses:
Cash consideration
Loans repaid
Costs of disposal
Net cash and overdrafts of businesses
In 2009, the group disposed of its 100 per cent. owned Chilean subsidiary, Hacienda Chada S.A.
2010
£’000
–
–
–
–
–
–
–
–
48,506
48,506
2009
£’000
118
4,565
1,883
93
26
20
(1,848)
(26)
-
4,831
48,849
6,497
48,849
–
(95)
–
48,754
6,497
(1,848)
(786)
(20)
3,843
65
Camellia Plc
Notes to the accounts
35 Commitments
Capital commitments
Capital expenditure contracted for at the balance sheet date but not yet incurred is as follows:
Group
Property, plant and equipment
2010
£’000
1,761
2009
£’000
1,467
Operating leasing commitments – minimum lease payments
The group leases land and buildings, plant and machinery under non-cancellable operating lease arrangements, which
have various terms and renewal rights.
The future aggregate minimum lease payments under non-cancellable operating leases are as follows:
Group
Land and buildings:
Within 1 year
Between 1 – 5 years
After 5 years
Plant and machinery:
Within 1 year
Between 1 -- 5 years
2010
£’000
2009
£’000
776
2,717
14,440
17,933
253
194
447
534
1,789
16,006
18,329
118
273
391
36 Contingent assets and liabilities
Assets
Business interruption insurance is receivable for a period of three years from April 2010 in relation to the fire at Abbey
Metal Finishing Company Limited and will be dependant on the company’s trading performance.
Liabilities
The group operates in certain countries where its operations are potentially subject to a number of legal claims including
taxation. When required, appropriate provisions are made for the expected cost of such claims. At 31 December 2010, the
directors do not anticipate the outcome of any such claim to result in a material loss.
37 Financial instruments
Capital risk management
The group manages its capital to ensure that the group will be able to continue as a going concern, while maximising the
return to stakeholders through the optimisation of its debt and equity balance. The capital structure of the group consists
of debt, which includes the borrowings disclosed in note 26, cash and cash equivalents and equity attributable to equity
holders of the parent, comprising issued capital, reserves and retained earnings.
The board reviews the capital structure, with an objective to ensure that gross borrowings as a percentage of tangible net
assets does not exceed 50 per cent..
66
Notes to the accounts
37 Financial instruments (continued)
The ratio at the year end is as follows:
Borrowings
Tangible net assets
Ratio
2010
£’000
2009
£’000
6,432
15,880
321,417
285,270
2.0%
5.6%
Borrowings are defined as current and non-current borrowings, as detailed in note 26.
Tangible net assets includes all capital and reserves of the group attributable to equity holders of the parent less intangible
assets.
Categories of financial instruments
Financial assets
Cash and cash equivalents (excluding bank subsidiaries)
Loans and advances to banks by banking subsidiaries
Loans and advances to customers of banking subsidiaries
Trade and other receivables
Other investments
Financial liabilities
Amounts due to customers of banking subsidiaries
Trade and other payables
Borrowings
Provisions
Other non-current liabilities
Carrying value
2010
£’000
80,720
210,429
38,108
32,271
30,028
391,556
227,998
40,772
6,432
1,863
114
277,179
2009
£’000
36,140
193,434
40,551
30,168
35,256
335,549
231,136
33,181
15,880
150
118
280,465
Fair values
Financial assets and liabilities, are subject to market variations in respect of price, exchange and interest rates. The group
assesses fair values based on available market data and does not make use of valuation techniques.
The fair value of the group’s financial assets and liabilities are not materially different to their carrying value.
Financial risk management objectives
The group finances its operations by a mixture of retained profits, bank borrowings, long-term loans and leases. The
objective is to maintain a balance between continuity of funding and flexibility through the use of borrowings with a
range of maturities. To achieve this, the maturity profile of borrowings and facilities are regularly reviewed. The group
also seeks to maintain sufficient undrawn committed borrowing facilities to provide flexibility in the management of the
group’s liquidity.
67
Camellia Plc
Notes to the accounts
37 Financial instruments (continued)
Given the nature and diversity of the group’s operations, the board does not believe a highly complex use of financial
instruments would be of significant benefit to the group. However, where appropriate, the board does authorise the use of
certain financial instruments to mitigate financial risks that face the group, where it is effective to do so.
Various financial instruments arise directly from the group’s operations, for example cash and cash equivalents, trade
receivables and trade payables. In addition, the group uses financial instruments for two main reasons, namely:
– To finance its operations (to mitigate liquidity risk);
–
To manage currency risks arising from its operations and arising from its sources of finance (to mitigate foreign
exchange risk).
The group, including Duncan Lawrie, the group’s banking subsidiary, did not, in accordance with group policy, trade in
financial instruments throughout the period under review.
(A) Market risk
(i) Foreign exchange risk
The group has no material exposure to foreign currency exchange risk on currencies other than the functional currencies
of the operating entities, with the exception of a significant Swiss Franc cash at bank balance. A movement by 5 per cent.
in the exchange rate of the Swiss Franc with Sterling would increase/decrease profit and net assets by £1,829,000 (2009:
£175,000).
Currency risks are primarily managed through the use of natural hedging and regularly reviewing when cash should be
exchanged into either sterling or another functional currency.
(ii) Price risk
The group is exposed to equity securities price risk because of investments held by the group and classified on the
consolidated balance sheet as available-for-sale. To manage its price risk arising from investments in equity securities, the
group diversifies its portfolio.
The majority of the group’s equity investments are publicly traded and are quoted on the Bermudian, Swiss and Japanese
stock exchanges. Should these equity indexes increase or decrease by 5 per cent. with all other variables held constant and
all the group’s equity instruments move accordingly, the group’s equity balance would increase/decrease by £1,251,000
(2009: £1,131,000).
The group’s exposure to commodity price risk is not significant.
(iii) Cash flow and interest rate risk
The group’s interest rate risk arises from interest-bearing assets and short and long-term borrowings. Borrowings issued at
variable rates expose the group to cash flow interest rate risk. The group has no fixed rate exposure.
At 31 December 2010, if interest rates on non-sterling denominated interest-bearing assets and borrowings had been 50
basis points higher/lower with all other variables held constant, post-tax profit for the year would have been £366,000
(2009: £118,000) higher/lower.
At 31 December 2010, if interest rates on sterling denominated interest-bearing assets and borrowings had been 50 basis
points higher/lower with all other variables held constant, post-tax profit for the year would have been £135,000 (2009:
£60,000) higher/lower.
68
Notes to the accounts
37 Financial instruments (continued)
The interest rate exposure of the group’s interest bearing assets and liabilities by currency, at 31 December was:
Assets
Liabilities
Sterling
US Dollar
Euro
Swiss Franc
Kenyan Shilling
Indian Rupee
Malawi Kwacha
Bangladesh Taka
Australian Dollar
South African Rand
Brazilian Real
Bermudian Dollar
Canadian Dollar
Japanese Yen
Danish Krone
Other
(B) Credit risk
2010
£’000
152,646
67,939
29,997
38,789
15,653
8,149
752
7,917
5,202
459
3,259
841
818
1,650
488
11
334,570
2009
£’000
151,076
55,414
36,636
5,213
10,465
4,862
60
5,775
4,272
246
3,028
1,777
1,606
1,305
517
293
282,545
2010
£’000
125,704
63,513
30,699
2,210
–
6
177
3,541
5,199
415
–
–
820
1,649
488
9
234,430
2009
£’000
139,076
50,637
36,749
4,694
–
1,226
627
5,879
4,275
362
–
–
1,611
1,302
516
62
247,016
The group has policies in place to limit its exposure to credit risk. Credit risk arises from cash and cash equivalents,
deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables
and committed transactions. If customers are independently rated, these ratings are used. Otherwise if there is no
independent rating, management assesses the credit quality of the customer taking into account its financial position, past
experience and other factors and if appropriate holding liens over stock and receiving payments in advance of services or
goods as required. Management monitors the utilisation of credit limits regularly.
The group’s approach to customer lending through the group’s banking subsidiaries is risk averse with only 1.5 per cent.
of the customer loan book being unsecured. Collateralised loans are normally secured against cash or property, with
property loans being restricted to 70 per cent. of recent valuation although corporate or personal guarantees are also
acceptable in some instances.
The group has a large number of trade receivables, with the largest five receivables at the year end only comprising 18 per
cent. (2009: 19 per cent.) of total trade receivables.
(C) Liquidity risk
Ultimate responsibility for liquidity risk management rests with the board of directors. The group manages liquidity risk
by maintaining adequate reserves and banking facilities by continuously monitoring forecast and actual cash flows and
managing the maturity profiles of financial assets and liabilities.
The two subsidiary companies which are engaged in banking activities, Duncan Lawrie Limited and Duncan Lawrie
(IOM) Limited both have restrictions contained in their memorandum and articles of association which place a ceiling
on their levels of customer lending. Such restrictions effectively limit the customer loan book to the value of the share
capital and reserves of each banking subsidiary. This fact, in conjunction with the general matching of maturing customer
deposits with market placements and the general use of liquid assets such as certificates of deposit, results in significantly
reduced liquidity risk for Duncan Lawrie and the group.
69
Camellia Plc
Notes to the accounts
37 Financial instruments (continued)
At 31 December 2010, the group had undrawn committed facilities of £31,422,000 (2009: £28,630,000), all of which are
due to be reviewed within one year.
The table below analyses the group’s financial assets and liabilities which will be settled on a net basis into relevant
maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts
disclosed are the contractual undiscounted cash flows.
Less than
1 year
£’000
Between 1
and 2 years
£’000
Between 2
and 5 years
£’000
Over
5years
£’000
Undated
Total
£’000
£’000
80,720
210,170
–
–
–
–
–
–
–
80,720
259
210,429
21,380
11,062
2,461
3,098
107
38,108
31,134
5,313
1,137
-
–
–
–
–
348,717
12,199
2,461
3,098
–
24,715
25,081
32,271
30,028
391,556
At 31 December 2010
Assets
Cash and cash equivalents (excluding
bank subsidiaries)
Loans and advances to banks by banking
subsidiaries
Loans and advances to customers of
banking subsidiaries
Trade and other receivables
Other investments
Liabilities
Deposits by banks at banking
subsidiaries
At 31 December 2009
Assets
Cash and cash equivalents (excluding
bank subsidiaries)
Loans and advances to banks by banking
subsidiaries
Loans and advances to customers of
banking subsidiaries
Trade and other receivables
Other investments
Liabilities
Deposits by banks at banking
subsidiaries
2,507
–
800
Customer accounts held at banking
215,742
6,263
1,666
subsidiaries
Trade and other payables
Borrowings
Provisions
Other non-current liabilities
40,772
5,991
1,113
-
–
251
150
-
–
140
600
-
–
915
–
50
-
114
–
3,307
105
224,691
–
–
–
–
40,772
6,432
1,863
114
266,125
6,664
3,206
1,079
105
277,179
36,140
193,225
–
–
–
–
–
–
–
36,140
209
193,434
21,651
3,807
10,939
3,972
182
40,551
29,240
12,420
292,676
928
–
–
–
–
–
4,735
10,939
3,972
–
22,836
23,227
30,168
35,256
335,549
589
–
–
Customer accounts held at banking
218,795
2,515
7,735
subsidiaries
Trade and other payables
Borrowings
Provisions
Other non-current liabilities
70
33,181
12,762
150
–
265,477
–
1,088
–
–
3,603
–
1,060
–
–
8,795
–
977
–
970
–
118
–
589
525
230,547
–
–
–
–
33,181
15,880
150
118
2,065
525
280,465
Notes to the accounts
37 Financial instruments (continued)
Included in loans and advances to banks by banking subsidiaries repayable in less than 1 year is £31,711,000 (2009:
£37,963,000) repayable on demand and £178,459,000 (2009: £155,262,000) repayable within 3 months.
Included in loans and advances to customers of banking subsidiaries repayable in less than 1 year is £5,703,000 (2009:
£2,773,000) repayable on demand, £4,237,000 (2009: £6,349,000) repayable within 3 months and £11,440,000 (2009:
£12,529,000) repayable between 3 and 12 months.
Included in other investments repayable in less than 1 year is £5,313,000 (2009: £12,420,000) repayable between 3 and
12 months.
Included in deposits by banks at banking subsidiaries repayable in less than 1 year is £nil (2009: £489,000) repayable on
demand, £802,000 (2009: £100,000) repayable within 3 months and £1,705,000 (2009: £nil) repayable between 3 and
12 months.
Included in customer accounts held at banking subsidiaries repayable in less than 1 year is £80,046,000 (2009:
£65,600,000) repayable on demand, £129,240,000 (2009: £144,034,000) repayable within 3 months and £6,456,000
(2009: £9,161,000) repayable between 3 and 12 months.
Included in borrowings in less than 1 year is £5,447,000 (2009: £7,509,000) repayable on demand.
38 Principal subsidiary and associated undertakings
Subsidiary undertakings
The principal operating subsidiary undertakings of the group at 31 December 2010, which are wholly owned and
incorporated in Great Britain unless otherwise stated, were:
Agriculture and horticulture
Amgoorie India Limited (Incorporated in India – 99.8 per cent. holding)
C.C. Lawrie Comércio e Participacões Ltda. (Incorporated in Brazil)
Eastern Produce Cape (Pty) Limited (Incorporated in South Africa)
Eastern Produce Kenya Limited (Incorporated in Kenya – 70.0 per cent. holding)
Eastern Produce Malawi Limited (Incorporated in Malawi - 73.2 per cent. holding)
Eastern Produce South Africa (Pty) Limited (Incorporated in South Africa – 73.2 per cent. holding)
Goodricke Group Limited (Incorporated in India – 79.2 per cent. holding)
Horizon Farms (An United States of America general partnership – 80.0 per cent. holding)
Kakuzi Limited (Incorporated in Kenya – 50.7 per cent. holding)
Koomber Tea Company Limited (Incorporated in India)
Longbourne Holdings Limited
Siret Tea Company Limited (Incorporated in Kenya – 50.5 per cent. owned by Kakuzi Limited)
Stewart Holl (India) Limited (Incorporated in India – 92.0 per cent. holding)
Engineering
Abbey Metal Finishing Company Limited
AJT Engineering Limited
AKD Engineering Limited
British Metal Treatments Limited
GU Cutting and Grinding Services Limited
Loddon Engineering Limited
Food storage and distribution
Affish BV (Incorporated in The Netherlands)
Associated Cold Stores & Transport Limited
Wylax International BV (Incorporated in The Netherlands)
Trading and agency
Robertson Bois Dickson Anderson Limited
Principal country
of operation
India
Brazil
South Africa
Kenya
Malawi
South Africa
India
USA
Kenya
India
Bangladesh
Kenya
India
UK
UK
UK
UK
UK
UK
The Netherlands
UK
The Netherlands
UK
71
Camellia Plc
Notes to the accounts
38 Principal subsidiary and associated undertakings (continued)
Subsidiary undertakings (continued)
Banking and financial services
Duncan Lawrie Limited
Duncan Lawrie Asset Management Limited
Duncan Lawrie Holdings Limited
Duncan Lawrie (IOM) Limited (Incorporated in Isle of Man)
Investment holding
Affish Limited
Assam Dooars Investments Limited
Associated Fisheries Limited
Bordure Limited
John Ingham & Sons Limited
Lawrie (Bermuda) Limited (Incorporated in Bermuda)
Lawrie Group Plc
Lawrie International Limited (Incorporated in Bermuda)
Linton Park Plc
Unochrome Industries Limited
Western Dooars Investments Limited
Associated undertakings
The principal associated undertakings of the group at 31 December 2010 were:
Principal country
of operation
UK
UK
UK
Isle of Man
UK
UK
UK
UK
UK
Bermuda
UK
Bermuda
UK
UK
UK
Group
interest
in equity
capital
per cent.
Principal
country of
operation
Accounting
date 2010
Insurance and leasing
BF&M Limited (Incorporated in Bermuda – common stock)
Bermuda 31 December
25.1
Property
West Hamilton Holdings Limited (Incorporated in Bermuda – common stock) Bermuda 31 December
28.2
72
Notes to the accounts
39 Control of Camellia Plc
Camellia Holding AG holds 1,427,000 ordinary shares of Camellia Plc (representing 51.34 per cent. of the total voting
rights). Camellia Holding AG is owned by The Camellia Private Trust Company Limited, a private trust company
incorporated under the laws of Bermuda as trustee of The Camellia Foundation (“the Foundation”). The Foundation is a
Bermudian trust, the income of which is utilised for charitable, educational and humanitarian causes at the discretion of
the trustees.
The activities of Camellia Plc and its group (the “Camellia Group”) are conducted independently of the Foundation
and, other than Mr M Dünki and Mr D A Reeves who are directors of The Camellia Private Trust Company Limited
and act as trustees of the Foundation, none of the directors of Camellia Plc are connected with The Camellia Private
Trust Company Limited or the Foundation. While The Camellia Private Trust Company Limited as a Trustee of the
Foundation maintains its rights as a shareholder, it has not participated in, and has confirmed to the board of Camellia
Plc that it has no intention of participating in, the day to day running of the business of the Camellia Group. The
Camellia Private Trust Company Limited has also confirmed its agreement that where any director of Camellia Plc is for
the time being connected with the Foundation, he should not exercise any voting rights as a director of Camellia Plc in
relation to any matter concerning the Camellia Group’s interest in any assets in which the Foundation also has a material
interest otherwise than through Camellia Plc.
40 Related party transactions
In June 2010, the group purchased the remaining 49 per cent. holding in its subsidiary, Duncan Properties Limited from
United Leasing Company Limited, an associate company. Both companies are based in Bangladesh. The consideration
paid was £2,705,000 which resulted in a charge of £2,457,000 to reserves.
There have been no other related party transactions that had a material effect on the financial position or performance of
the group in the financial year.
73
Camellia Plc
Report of the independent auditors
Independent Auditors’ Report to the Members of Camellia Plc
We have audited the group and parent company financial statements (the “financial statements”) of Camellia Plc for the
year ended 31 December 2010 which comprise the Consolidated income statement, the group and company statement of
comprehensive income, the Consolidated and company balance sheets, the Consolidated and company cash flow statements,
the group and company statement of changes in equity and the related notes. The financial reporting framework that has
been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by
the European Union and, as regards the company financial statements, as applied in accordance with the provisions of the
Companies Act 2006.
Respective responsibilities of directors and auditors
As explained more fully in the Statement of directors’ responsibilities set out on page 18, the directors are responsible for the
preparation of the group financial statements and for being satisfied that they give a true and fair view. Our responsibility is to
audit and express an opinion on the group financial statements in accordance with applicable law and International Standards
on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for
Auditors.
This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with
Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or
assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may
come save where expressly agreed by our prior consent in writing.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable
assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes
an assessment of: whether the accounting policies are appropriate to the group’s and company’s circumstances and have been
consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and
the overall presentation of the financial statements.
Opinion on financial statements
In our opinion:
–
–
–
–
the financial statements give a true and fair view of the state of the group’s and of the company’s affairs as at 31 December
2010 and of the group’s profit and group’s and parent company’s cash flows for the year then ended;
the group’s financial statements have been properly prepared in accordance with IFRSs as adopted by the European
Union;
the company’s financial statements have been properly prepared in accordance with IFRSs as adopted by the European
Union and as applied in accordance with the provisions of the Companies Act 2006; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as
regards the group financial statements, Article 4 of the lAS Regulation.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion:
the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with the
Companies Act 2006; and
the information given in the Report of the directors for the financial year for which the financial statements are prepared
is consistent with the financial statements.
–
–
74
Report of the independent auditors
Matters on which we are required to report by exception
We have nothing to report in respect of the following:
Under the Companies Act 2006 we are required to report to you if, in our opinion:
–
–
adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received
from branches not visited by us; or
the parent company financial statements and the part of the Directors’ remuneration report to be audited are not in
agreement with the accounting records and returns; or
–
certain disclosures of directors’ remuneration specified by law are not made; or
– we have not received all the information and explanations we require for our audit.
Under the Listing Rules we are required to review:
–
–
the directors’ statement, set out on page 14, in relation to going concern; and
the parts of the Corporate governance statement, set out on pages 15 to 17, relating to the company’s compliance with the
nine provisions of the June 2008 Combined Code specified for our review.
John Waters (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
28 April 2011
75
Camellia Plc
Five year record
2010
£’000
2009
£’000
2008
£’000
2007
£’000
2006
£’000
Revenue – continuing operations
251,181
230,270
190,551
161,936
160,552
Profit before tax
Taxation
Profit from continuing operations
73,141
(22,107)
51,034
34,143
(11,702)
22,441
24,040
(7,547)
16,493
30,651
(3,205)
27,446
19,982
(4,808)
15,174
Profit attributable to equity shareholders
41,984
15,897
11,044
25,317
12,903
Equity dividends paid
2,891
2,557
2,557
2,502
2,474
Equity
Called up share capital
Reserves
Total shareholders’ funds
Earnings per share
Dividend paid per share
284
329,209
329,493
1,510.5p
104p
284
293,570
293,854
571.9p
92p
284
303,816
304,100
397.3p
92p
284
265,987
266,271
910.8p
90.p
284
235,677
235,961
464.2p
89p
76
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2
0
1
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Camellia Plc
2010
123