Annual Report of Unilever Caribbean Limited 2012

Transcription

Annual Report
and Accounts 2012
MAking
sustainable living
commonplace
Our PUrpose
TO MAKE SUSTAINABLE LIVING COMMONPLACE
We work to create a better future every day, with brands
and services that help people feel good, look good and
get more out of life.
Our first priority is to our consumers – then customers,
employees, suppliers and communities.
When we fulfil our responsibilities to them, we believe
that our shareholders will be rewarded.
Annual Report and Accounts 2012
Contents
Financial Highlights
Our Compass Strategy
Unilever Sustainable Living Plan
Chairman’s Statement
Managing Director’s Review
Management Discussion and Analysis
Directors’ Report
1
2
3
4
6
8
10
Winning with brands and innovation
Winning in the market place
Winning with our people
Winning with continuous improvement
Winning through community outreach
12
17
18
22
23
Financial Statements
Independent Auditor’s Report
Income Statement
Statement of Comprehensive Income Statement of Financial Position Statement of Changes in Equity Statement of Cash Flows Notes to the Financial Statements Notice of Annual Meeting
Management Proxy Circular
Proxy Form
This annual report is also available on www.unilevercaribbean.com
Layout: Paria Publishing Co. Ltd.
Printing: The Office Authority Ltd.
26
27
28
29
30
31
32
57
58
59
year in Review
About Unilever
1
Financial HIGHLIGHTS
TURNOVER
(INCREASE %)
OPERATING PROFIT
AS % OF TURNOVER
PROFIT BEFORE TAX
(INCREASE %)
EARNINGS PER SHARE
7.5%
14.1%
2.8%
TT$2.27
2011: 6.5%
2011: 14.8%
2011: 11.4%
2011: TT$2.26
INTERIM DIVIDEND
SPECIAL DIVIDEND
FINAL DIVIDEND
TOTAL DIVIDEND
TT$0.32
TT$1.25
TT$1.23
TT$2.80
2011: TT$0.32
2011: NIL
2011: TT$1.22
2011: TT$1.54
OUR CATEGORIES
• Turnover TT$108 million
• Underlying Sales
Growth 19.4%
Growth 3.5%
• Underlying Volume
Growth 16.6%
Growth (7.2%)
PERSONAL CARE
FOODS
• Turnover TT$238
million
Growth 5.2%
Growth 6.3%
Growth (2.0%)
REFRESHMENT
Growth (1.2%)
HOME CARE
2 Unilever’s strategy and environmental Impact
our COMPASS
stRATEGY
We call our business strategy document ‘the Compass’, since it
sets out a constant path for Unilever for the long term. First
developed in 2009, it was sharpened in 2012 but its core elements
remained the same. The Compass sets out our ambitious Vision
and Purpose, and defines four ‘Winning with’ pillars within the
business that will help us achieve both. The eagle-eyed reader will
have spotted that our statement of Purpose is also the title for our
Annual Report and Accounts this year. We report on progress
under each of the four ‘Winning with’ pillars on pages 12 to 25.
POSITIVE
SOCIAL IMPACT
DOUBLE THE
BUSINESS
The Compass gives life to our determination to build a sustainable
business for the long term and to find new ways to operate that do
not just take from society and the environment. This is captured in
the Unilever Sustainable Living Plan (USLP) which is described in
more detail below.
Our Compass ‘Winning with’ pillars:
REDUCE
ENVIRONMENTAL
IMPACT
- Winning with brands and innovation
- Winning in the market place
- Winning through continuous improvement
- Winning with people
IMPROVING HEALTH
AND WELL-BEING
REDUCING
ENVIRONMENTAL IMPACT
By 2020 we will help more than a billion
people take action to improve their health
and well-being.
By 2020 our goal is to halve the
environmental footprint of the making
and use of our products as we grow our
business.
1 Health and
Hygiene
2 NUTRITION
3 GREENHOUSE
GASES
4 WATER
By 2020 we will help
more than a billion
people to improve their
hygiene habits and we
will bring safe drinking
water to 500 million
people. This will help
reduce the incidence of
life-threatening diseases
like diarrhea.
We will continually work
to improve the taste and
nutritional quality of all
our products. By 2020 we
will double the
proportion of our
portfolio that meets the
highest nutritional
standards, based on
globally recognised
dietary guidelines. This
will help hundreds of
millions of people to
achieve a healthier diet.
Halve the greenhouse
gas impact of our
products across the life
cycle by 2020.
Halve the water
associated with the
consumer use of our
products by 2020.
year in Review
About Unilever
3
UNILEVER
Sustainable
Living PLAN
OU
R
B
COST
LEVERAGE
+ EFFICIENCY
S
ND
RA
• Help more than a billion people to improve their health and
well-being.
PROFITABLE
VOLUME
GROWTH
• Halve the environmental footprint of our products.
SUSTAINABLE
LIVING
OPLE
R PE
OU
Our Unilever Sustainable Living Plan (USLP) sets out to decouple
our growth from our environmental impact, while at the same
time increasing our positive social impact. Our USLP has three
big goals that by 2020 will enable us to:
• Source 100% of our agricultural raw materials sustainably and
enhance the livelihoods of people across our value chain.
Underpinning these goals are seven commitments supported by
around 50 targets spanning our social, environmental and
economic performance across the value chain – from the
sourcing of raw materials all the way through to the use of our
products in the home.
OU
R
OP
ER
AT I O N
S
INNOVATION +
MARKETING
INVESTMENT
In the second year of our USLP, we made steady progress across
our commitments. Our USLP is ambitious and we have much
more to do. We continue to strive to deliver our stretching goals.
ENHANCING
LIVELIHOODS
By 2020 we will enhance the livelihoods
of hundreds of thousands of people as we
grow our business.
5 WASTE
6 SUSTAINABLE
SOURCING
7 BETTER
LIVELIHOODS
Halve the waste
associated with the
disposal of our products
by 2020.
By 2020 we will source
100% of our agriculture
raw materials
sustainably.
By 2020 we will engage
with at least 500,000
smallholder farmers and
75,000 small-scale
distributors in our supply
network.
4
Chairman’s
STATEMENT
Overview
In 2012, Unilever Caribbean Limited
continued to deliver steady,
sustainable growth. Turnover
increased by 7.5% to $567 million,
despite decreased demand from our
sister company in Jamaica. Gross
Profit improved by 12.5% over the
previous year as a result of the rigid
control of input costs as well as price
increases in both domestic and
export markets. To ensure a
continuing strong future for our
brands, a substantial proportion of
this improved Gross Profit was
invested in higher marketing
expenditure, limiting the increase in
Operating Profit to 2.5% over 2011,
with Profit after Tax at $59.5 million
showing only a slight increase of
0.4% over last year.
The company’s Balance Sheet
remains strong, with continued zero
Borrowings, Cash at bank of $46.6
million and Retained Earnings of
$114 million at year end, despite the
payment of a Special Dividend
amounting to $32.8 million in
December 2012.
Returns to Shareholders
The Board of Directors has declared
a final dividend of $1.23 per share,
bringing the Total Dividend for the
year to $2.80 per share (2011: $1.54
per share), including the Special
Dividend of $1.25 per share paid in
December 2012.
In addition to the Dividend income, in
2012 the Company’s shareholders
enjoyed substantial capital
appreciation, as the Share Price
considerably outperformed the
market, increasing by 45% from
$32.53 to $47.15 at year end.
Outlook
The future viability of the Company’s
remaining manufacturing operations
at Champs Fleurs remains uncertain
in view of falling output and rising
production costs, particularly wages
and salaries. Unless significant
improvements in operational
efficiency can be made, local
manufacturing will become
increasingly uncompetitive. The
Board will over the coming period
need to make some important
choices between investment in new,
less labour intensive technology, or
curtailment of certain
manufacturing operations. In
addition, the Company’s existing
high-cost warehousing
arrangements will need to be
reviewed.
The outlook for the local and
regional demand for our wide range
of Unilever products in Home Care,
Foods and Personal Care remains
positive. Despite the prospect of
continuing low regional economic
growth, particularly in the tourismdependent islands, we are confident
that the consumer appeal of our
brands will ensure sustained healthy
growth overall.
BOARD OF DIRECTORS
1
3
5
7
2
4
6
8
1 Gary N. Voss
Non-Executive Chairman
3Seamus Clarke
Non-Executive Director
5Melvin Hernandez
Executive Director
7Ricardo Williams
Finance Director/
Corporate Secretary
2
4Roxane E. de Freitas
Executive Director
6
8 Livio Vicco
Executive Director
Tim Kleinebenne
Managing Director
Jacqueline Quamina
year in Review
About Unilever
5
Gary N. Voss
Chairman
Board Changes
During the year our Managing
Director, Mrs. Roxane de Freitas,
assumed a position with Unilever
Greater Caribbean, based in Puerto
Rico, as Regional Brand Building
Director, retaining, however, her
position as a Board member of
Unilever Caribbean Limited. I would
like to sincerely thank Roxane for her
excellent leadership over the past
five years, steering the Company to
produce excellent growth, in difficult
economic conditions.
In August 2012, we welcomed Mr.
Tim Kleinebenne as our new
Managing Director. Tim, who joined
us from within Unilever, and most
recently from Hamburg, Germany,
has had over twenty years
experience in Marketing, Customer
Service and Sales . I am pleased to
report that his energy and
enthusiasm for his new role in the
Caribbean have already won him the
respect and support of employees
and customers alike.
Acknowledgement
The continuing fine results that we
have become accustomed to seeing
at Unilever Caribbean Limited could
not be achieved without the
sustained efforts of the Company’s
excellent team of employees. On
behalf of both the Board and myself,
I would like to congratulate and
thank Team Unilever for their energy,
dedication and commitment to
results which are the hallmark of a
great company.
1
Gary N. Voss
Chairman
Highlights
Gary N. Voss
Chairman
Nationality: Trinidadian.
B.Sc. (Hons.), Chemical
Engineering. Mr. Voss has been
with Unilever since 1982, first as
Technical Director of Lever
Brothers West Indies Ltd. then
from 1987 as Chairman and
Managing Director, positions he
held until his retirement at the end
of 2001, retaining the position of
non-executive Chairman.
Tim Kleinebenne
Managing Director
Nationality: German
Bachelor’s Degree in Business
Economics from the University of
Hamburg. Joined Unilever in 1992
as a Marketing/Sales Trainee.
Over twenty years of experience
with Unilever in the functions of
Marketing, Customer Service and
Sales.
Roxane E. De Freitas
Brand Building Director, Unilever Greater Caribbean
Nationality: Trinidadian
B.A., Joined Unilever in 1985 as
Brand Manager, Industrial Food
and Detergents, rejoined in 2001
in the post of Marketing Manager
Personal Care Caribbean, 2004
appointed Customer Development
Director, and member of the
Management Committee,
appointed Company Secretary to
the Board of Directors Unilever
Caribbean 2006, appointed
Managing Director 2007. Current
position Brand Building Director
Unilever Caribbean Limited.
Seamus Clarke
Chairman Audit Committee
Chartered Accountant (FCCA, CA,
BSc) in private practice in areas of
Financial and Business
Consulting.
Melvin Hernandez
Supply Chain Director,
Unilever Greater Caribbean
Nationality: Puerto Rican
B.Sc, M.Sc. Joined Unilever Las
Piedras, Puerto Rico in 2003 as
Manufacturing Manager. In 2005
was appointed Supply Leader/
General Manager of Unilever
Las Piedras and in 2009 was
appointed Supply Chain Director,
Unilever Greater Caribbean.
Jacqueline Quamina
Attorney at Law (LLB, MA, MBA).
Experienced in areas of Banking,
Finance and Corporate Law in the
Caribbean.
Livio Vicco
Finance Director,
Unilever Greater Caribbean
Nationality: Argentinean
MSc., Joined Unilever Argentina in
1996 as a Management Trainee.
Held posts of Accountant in
various categories. Held post at
Unilever Netherlands from 2008
until appointed Finance Director
Greater Caribbean in 2010.
Appointed Company Vice
President and Treasurer (Unilever
de Puerto Rico) in 2010.
Ricardo Williams
Finance Director of Unilever
Caribbean Limited
Chartered Accountant (FCCA).
Joined Unilever in 2009 as Finance
Director.
• Delivery of steady, sustainable
growth
• Substantial capital appreciation for
our shareholders
• Strong competitive pressure for our
manufacturing operations
• Consumer appeal of our brands
ensured healthy growth despite low
regional economic activity
DividendDividend
growth growth
Special
Dividend
$1.25
$1.54
$1.55
2011
2012
$1.32
2010
6
Managing
Director’s
Review
Unilever Caribbean Limited
experienced another solid year of
progress in 2012, delivering
against our Compass strategy
amidst continued difficult market
conditions.
2012 was a turbulent year for the
world economy which also impacted
our Caribbean markets. Our
countries had to deliver growth
under challenging conditions; falling
consumer spending power, high
unemployment and anaemic
economic growth.
Tim Kleinebenne
Managing Director
1
Strong Business Performance
Despite these conditions, Unilever
Caribbean Limited delivered a
record TT$567 million in turnover,
an increase of 7.5% over 2011 and
profit before tax of TT$79.8 million.
Thanks to the strong results in
recent years we were able to pay a
Special Dividend dividend of TT$1.25
per share to our shareholders in the
fourth quarter of 2012. We recognise
this performance being clearly above
market performance, a strong
indicator that our organisation is fit
to win! Achieving these results was a
tremendous accomplishment,
largely due to our sustained focus on
Unilever’s “Compass” – which guides
our strategy and direction since it
was launched in 2009. The Compass
commits us to delivering sustainable
growth – winning market share and
growing volume profitably across all
our categories and markets. We do
this by winning everywhere: with
brands and innovation; in the
marketplace; through continuous
improvement; and with our people.
Overall our 2012 growth was mainly
driven by price, helping us to
continuously improve our margins
and allowing us to strategically
invest more into advertisement and
promotions of our Power Brands. In
line with our global strategy, the
Personal Care portfolio of our
6
business again delivered very strong
growth. A special highlight for us
was the successful acquisition of the
Alberto Culver brands, which we
smoothly integrated into our
operations, and which are
performing well.
Serving our environment and
communities
The Unilever Sustainable Living
Plan, the company’s roadmap to
doubling the business while
reducing our environmental impact,
is a key part of our vision and
complements our Compass strategy.
Unilever Caribbean Limited is
prepared to contribute strongly to
this vision!
It is mostly in exceptional
circumstances that you recognise
the greatness of a winning team. In
August 2012, when heavy flooding
seriously crippled Western Trinidad,
a team of our Unilever volunteers
came together on a national holiday
to support those who needed
immediate help. Our home care and
personal care products were used in
the clean-up and hygiene kits that
were distributed to the victims.
This is just one example proving that
the Unilever Sustainable Living Plan
is deeply embedded into the way we
operate on a daily basis. We were
also particularly proud of sponsoring
the Global Handwashing Day in
Trinidad and Tobago, the Becel Heart
Health Walkathon in Curaçao, Beach
clean-ups and continuous
sponsorship of the Mt D’Or Primary
School.
Winning with our People
It is essential to our future success
that we employ the best people with
the right talent, skills & values and
year in Review
About Unilever
7
Unilever Caribbean Leadership Executive
Highlights
1
4
2
3
5
1
Tim Kleinebenne
Managing Director
2
Zaida Allie
Inbound,
Sales & Operational
Planning Manager
3
Nicole King
HR Business Partner
47 Donald Niamath
Supply Leader
5
Glen Rogers
Customer Marketing
Manager
6Ronnie Sankar
GTM Logistics, Distribution
& Customer Service
Manager
6
7 Ricardo Williams
Finance Director
7
that we support their continuous
development in line with our
ambitious growth agenda. Unilever
Global has won widespread
recognition as one of the top
companies where ‘everyone wants to
work’ according to a survey done by
Linkedin in 2012 and in Trinidad and
Tobago, we strive to be one of the top
companies. As part of our
Sustainable Living Plan, we have set
ourselves new targets for creating a
better workplace. These include the
provision of state of the art
technology, modern office
environment and dress code policy,
as well as initiatives for reducing
workplace injuries and accidents
and improving employee health and
wellness. This shows that we are fit
to win by being an employer of
choice worldwide.
Summary
2012 was another strong year for
Unilever Caribbean Limited, in an
overall unfavorable climate. Your
share price performed very well in
2012 and has appreciated by 45%
over the 12 month period, ending at
10
TT$47.15. Additionally, your dividends
and earnings per share have
increased and we are proud of
having these results delivered for
you.
I would like to thank the wonderful
people who make up Unilever
Caribbean Limited, the managers
and employees, the full time and
shift workers and all the regional
Unilever executive teams for
passionately supporting the
business to win in the marketplace
and for welcoming me warmly in my
new role. I extend my deepest
gratitude to the Board of Directors
and the UCL Management
Committee for their leadership and
support and we all remain fully
committed to deliver another great
performance in 2013.
Tim Kleinebenne
Managing Director
Our Business model
Our Compass strategy with
the Unilever Sustainable
Living Plan at its heart
contributed to another
strong year for Unilever
Caribbean Limited
Driving growth
We grew by a record 7.5%
and added TT$39.7 million
to our turnover in 2012
Employer of choice
Unilever Global was
recognized as one of the
top companies where
“everyone wants to work”
8
Management
Discussion
and Analysis
Turnover by Years ($m)
2008
2009
567
527
495
487
462
2010
2011
2012
Turnover by Category
Refreshment
8%
Foods 31%
Personal Care
19%
OVERVIEW
operates a manufacturing and
distribution facility located in
Champs Fleurs. This facility
comprises three manufacturing
plants; 1) Powder Detergents 2)
Liquid Household Detergents and
3) Spreads. From this location, we
service the domestic market as
well as over 14 export markets,
using a combination of direct sales
as well as third party distributors. In addition to its manufactured
goods, the Company also imports
and distributes several Personal
Care and Food brands from related
companies.
Economy and Markets
Economic reviews for the South
Caribbean territories remain
cautious as these economies are
still struggling with the after
effects of the global financial crisis
of 2008. For Trinidad and Tobago,
the revised economic review
indicated only slight positive GDP
growth of 1% for 2012.
Operating Profits
Home Care
42%
Turnover by Type ($m)
Manufactured
Imported
$358 m
$343 m
$184 m
2011
$209 m
2012
Turnover by Market
Export 40%
Domestic
60%
Despite increases in input costs,
Gross Margin increased by 173
basis points over prior year. This
improvement reflected disciplined
cost management and our
increased focus on consistent
improvement in gross margins.
Profit before tax increased by 3%
over prior year, driven by the
progress in gross margins while
significant investments in
Advertising & Promotions and
Human Resources were made.
Performance of Categories
Home Care The Home Care
business consists of Powder
Detergents, Dishwashing Liquids
as well as Fabric Conditioners.
Turnover grew by 6.3% over prior
year although volumes declined by
(1.2%). This growth came primarily
from price growth, as this category
continues to be challenged by
rising commodity costs as well as
an influx of low cost powder
detergents. During 2012, the
Company had to significantly invest
in Advertising & Promotional
activities in order to address these
competitive challenges.
Personal Care The Personal Care
category comprises Hair Care,
Deodorants, Oral Care, Skin
Cleansing, and Hand & Body Care.
This category grew by 19.4% during
the year, led by strong underlying
volume growth of 16.6%.
Our integration with Alberto Culver
brands has seen Unilever assume
the market leadership in key focus
categories, with brands such as
TRESemmé, VO5, St. Ives and
Motions now in our portfolio.
Our core brands have continued to
perform well, with growth of 15%
across all categories. This has been
led by the Deodorants category,
which has been fuelled by innovation
and promotion activity for Axe, Dove,
Degree and Impulse.
Foods The Foods portfolio of the
Company comprises Spreads and
Cooking Aids, Dressings and
Savoury. Our Spreads brands
continued to hold share in a
shrinking local category, with all of
our volume growth being led by the
export markets. Turnover in this
category grew by 3.5% while volume
declined by (7.2%).
Our Dressings and Savoury brands
have experienced increased sales in
the local trade while also taking
advantage of trading opportunities in
the export markets.
Refreshment The Refreshment
category include Teas and Ice
Cream. Our teas continue to
dominate the black tea market, with
a new range of herbal and green
teas having been launched in July
2012. Our Ice Cream brands have
performed well in the local market,
with increased distribution and
partnership with a local supplier
leading to significant growth.
Customer Management
In 2012, our brands continued to
outperform the competition.
Unilever’s objective at retail is to
integrate the shopper and shopping
habits into promotional activities,
taking advantage of key seasonal
shopping times to bring added value
at retail. Another key initiative for
2012 has been the integration of the
year in Review
About Unilever
9
Perfect Store programme that has
allowed us to strengthen our
reputation as an execution and
distribution powerhouse. This
programme was most evident with
the successful implementation of the
Solution Wash ‘Look of Success’. As
the leader in the category, Unilever
developed an in store execution to
support category growth through
better navigation and an enhanced
shopping experience within the
Solution Wash aisle.
Supply Chain
During the year the Company made
significant progress towards its
vision of delivering outstanding
customer service. Our service
delivery key performance indicator
showed significant improvement
with CCFOT (Customer Case Fill On
Time) moving from 94.7% to 97.1%.
This indicates we have improved in
filling customer’s orders and
on-time delivery to them. With the
help of a sustained improvement
program, the Modern Trade OSA (On
Shelf Availability) has seen further
improvement from 84.7% to 90.7%.
This achievement meant that the
availability of our products on the
retailers’ shelves improved, which in
turn contributed to our profitable
growth and the growth of our
customers.
The Company has embedded Sales
and Operation Planning Process
(S&OP) ways of working as part of
the organisation’s culture.
The Quality performance measured
as CCPMU (Consumer Complaints
Per Million Units) at 0.53 continues
to show good trend.
Human Resources
In 2011 the Company commenced its
Human Resources Transformation
(HRT) initiative. This project involved
the implementation of an Integrated
Human Resources Information
System. This system was
successfully launched in March
2012.
Training and Development remained
a priority in 2012, these interventions
focused on developing us as a High
Performing Team aimed at driving
the business strategic objective.
Activities aimed at ensuring the
Health and Wellness of our
employees were also undertaken and
included such events as Cancer
Awareness Week and a Diabetes
Health Fair.
Profit before Tax ($m)
70
80
78
55
50
Cash Management
The Company continued focus on
cash generation resulted in a strong
operating cash flow during the year.
This was driven by strong business
performance, efficiencies and cost
savings across the Supply Chain and
a focused approach to Working
Capital management.
After paying out $73.2 million in
dividends during 2012, the Company
ended the year with no debt and a
very healthy cash position of $46.6
million.
Growth in Shareholder Value
Total Shareholder Return (TSR) is a
measure of the total return of a stock
to an investor and is an important
measure in assessing corporate
performance. It combines share price
appreciation and dividends paid
expressed as an annualised
percentage. Over the last three (3)
years this Company has delivered
significant returns to its shareholders
both in terms of dividends and capital
growth.
Summary and Outlook
2012 can be described as a year of
investment for future sustainable
growth. Significant investments were
made in our business and our people.
Economic activity in Trinidad and
Tobago remains tepid, while GDP is
expected to grow by 2% in 2013, we
expect similar trends in consumer
demand. Based on our
investments in 2012, we remain
confident in the continued
growth of the business.
2008
2009
2010
2011
2012
Total Shareholder Return (%)
51%
54%
43%
2010
2011
2012
10
Directors’
Report
Financial Results for the year ended 31 December 2012
Turnover
Profit before Taxation
Taxation
Profit after Taxation
$’000
567,089
79,801
(20,292)
59,509
Dividends paid
Final dividend for 2011
Special dividend
Interim dividend for 2012
(32,017)
(32,805)
(8,398)
(13,711)
Retained earnings brought forward
127,856
Retained earnings carried forward
114,145
DIVIDENDS
The Directors have declared dividends of $73,482,730 for the year, amounting to $2.80
per share. The final dividend of $1.23, will be paid on Thursday, 20 June 2013 to
Shareholders on the Register of Members at the close of business on Friday, 7 June
2013.
CHANGES TO THE BOARD
In July 2012 Mrs. Roxane de Freitas was promoted to the position of Brand Building
Director for the Greater Caribbean region based in Puerto Rico. She continues to be a
member of the Board.
On 19 July 2012, Mr. Tim Kleinebenne was appointed to the post of Managing Director.
Mr. Kleinebenne comes from our affiliate company in Germany.
RE-ELECTION OF DIRECTORS
In accordance with Section 4.3.2. of the company Bye-Laws whereby directors so
appointed shall hold office only until the next following general meeting, Mr. Tim
Kleinebenne, being eligible, offers himself for election until the close of the next third
Annual Meeting.
In accordance with Section 4.4.1 of the Company Bye-Laws whereby Directors shall
retire in rotation, Mr. Ricardo Williams and Ms. Jacqueline Quamina retire, and being
eligible, offer themselves for re-election.
AUDITORS
The Auditors, PricewaterhouseCoopers, will retire at the Eighty-Fourth Annual General
Meeting and being eligible, offer themselves for re-appointment.
year in Review
About Unilever
11
DIRECTORS’ AND SUBSTANTIAL INTERESTS
Directors’ Interest
Number of shares
as at 31.03.13
Number of shares
as at 31.12.12
Gary N. Voss
Tim Kleinebenne
Roxane E. de Freitas
Seamus Clarke
Melvin Hernandez
Jacqueline Quamina
Livio Vicco Ricardo Williams
3,196
0
1,000 0
0
0
0
300
3,196
0
1,000
0
0
0
0
300
Substantial Interest
In accordance with the Listing Agreement of the Trinidad and Tobago Stock Exchange, the
following are holders of 5% or more shares as at 31 December 2012:
Number%
of Shares Held
of Total
Unilever Overseas Holdings AG
RBC Trust Limited – All accounts
13,123,194
4,311,283
50.01
16.43
CAPITAL & MEMBERSHIP
Grouping of shares according to size of shareholding as at 31 December 2012.
Size of Shareholding
Number of
Shareholders
Size of
Shareholding
% of Total
Shareholding
1 - 10,000
10,001 - 20,000
20,001 - 50,000
50,001 - 100,000
100,001 - 500,000
Over 500,001 2,122
66
30
13 19
6 2,057,903
922,089
892,051
793,522
3,707,770 17,870,497
7.84
3.51
3.40
3.02
14.13
68.09
Total
2,256
26,243,832
100.00
On behalf of the Board,
Managing Director
210 2 stnuoccA dna t ropeR launn A revelinU
Finance Director
revelinU tuobA srotceriD eht fo t ropeR
11
12
WINNING WITH
BRANDS and
INNOVATION
12
Report of the Directors About Unilever
has been strengthened across
the markets in the South
Caribbean.
TRESemmé – Professional,
Affordable
After Unilever’s 2011 acquisition of
the Alberto Culver business globally,
we integrated the new brands into our
Unilever portfolio and in August 2012
we welcomed the TRESemmé, VO5
and St. Ives brands into our
operations at Champs Fleurs.
Unilever now commands market
leadership in the hair category within
Trinidad and Tobago, and our position
TRESemmé uses quality
ingredients and cutting edge
salon innovations to create a full
line of professional hair care and
styling products for every hair
type, to help make your hair look
and feel fabulous at a price that
fits your budget.
Unilever Annual Report and Accounts 2012
year in Review
About Unilever
13
The power of the “Axe Effect” on girls was already well known, but adding the attraction of the Anarchy for Her on the guys was sure to cause chaos!
Axe Anarchy for
“Her”
Axe once again shook the Deodorant
category around the world, including
the Southern Caribbean, by
launching a new fragrance in 2012
that consisted of two different
products: Axe Anarchy for Him and
Axe Anarchy for Her.
The brand expanded its usual
consumer target from young males
to include young females. The power
of the “Axe Effect” on girls was
already well known, but adding the
attraction of the Anarchy for Her on
the guys was sure to cause chaos!
As part of the first global promotion
for the brand, consumers in Trinidad
had the chance to win a trip for two to
the Axe Island party at a number of
promotional events. At this party, in
Placenia, Belize, in December 2012,
the winner joined hundreds of other
winners from around the world. A
party like only Axe can throw!
Only Two Degrees
Away…
In 2012, Degree’s activation was
completely linked with the essence
of the brand: EFFICACY even when
you’re totally active.
Various fun promotions were
organised during the year.
Consumers had the opportunity to
interact with the brand at popular
malls and they won exciting prizes
simply by participating in different
sporting activities. The highlight of
the year was the “Only Two Degrees
Away” promotion, which ran for one
month. With the purchase of two
Degree deodorants, consumers
had the opportunity to enter a
competition to win two tickets for a
one-week trip to the London
Olympics. Weekly winners also had
the chance to win four 40 inch TVs.
Over three thousand consumers
participated in these events, and
the brand gained 2,000 fans on its
Facebook fan page during the
promotional period.
Degree - it won’t let you down!
14
WINNING WITH BRANDS and INNOVATION continued
Suave Professionals gives you
the hair you want without the
salon price
Inspired by key beauty and fashion
trends, Suave Professionals brings to
consumers the latest in hair care
products that work as well as leading
salon brands, but without the salon
price. In 2012, Suave launched its
exciting innovation – Suave
Professionals Keratin Infusion!
Infused with Keralock™ Technology,
the range returns the natural keratin
your hair has lost with the use of
chemical treatments and styling
tools. In so doing, Suave
Professionals Keratin Infusion
controls frizz for a sleeker, smoother
look for up to 48 hours. The range
comprises the lower sulphate
Smoothing Shampoo, Smoothing
Conditioner, Heat Defense Leave-In
Conditioner and Smooth & Shine
Serum. To support the launch, we ran
a full communication campaign with
television and press advertising,
consumer activations at key locations
and in-store product demonstrations
at retailers nationwide. With this new
release, Suave Professionals
launched its Facebook page in
Trinidad and Tobago. It features
beauty tips, product information and
provides a forum for people who have
questions about how to manage their
hair. To access Suave Professionals
Facebook page, please go to http://
www.facebook.com/suavett.
VO5 shampoos and
conditioners
Did you know that VO5 was
launched 50 years ago to repair
and protect Hollywood actresses’
hair from the damage caused by
scorching studio lights? Today
VO5 offers an array of shampoos
and conditioners designed to
enhance the natural vitality of
every hair type with delightful
fragrances.
®
®
St. ives body care
products
012 Unilever * when tested in salon Vs. Keratin Complex™ Infusion Keratin Replenisher. Keratin Complex™ is a trademark of Copomon Enterprises, LLC
BEFORE
BEFORE
14
Consumers want fresher, younger
looking skin without sacrificing a
great skincare experience or the
“feel good factor” of natural
ingredients. To meet this need,
St. Ives offers a range of facial
care products, body washes and
body lotions. All of the St. Ives
products contain natural
ingredients and enjoyable
fragrances.
AFTER
AFTER
Use Suave Professionals® Keratin Infusion™ Heat Defense Leave-In
Conditioner with your flat iron or blow dryer to control frizz for a
sleeker, smoother look that lasts up to 48 hours.
Suave Professionals Keratin Infusion
®
™
Smoothes your hair as well as a salon conditioning treatment* with keratin
year in Review
About Unilever
15
Winning with Breeze
Following a strong 2011 Shopping
Spree competition, Breeze reloaded
the competition for 2012 during the
month of May across Trinidad and
Tobago. The promotion was
advertised on all media and gained
tremendous traction and entries
doubled compared to the previous
year.
The Breeze Shopping Spree gave
winners an opportunity to have a
five-minute shopping spree for
themselves and a friend, which was
held at supermarkets across Trinidad
and Tobago. To enter, shoppers had to
purchase a 900g Breeze or larger and
any CIF or QUIX product.
The competition concluded with
thousands of entries, several
consolation prizes and five lucky
winners who walked away with
baskets full of groceries courtesy
Breeze.
Breeze,
Trinidad and Tobago’s #1
choice !
Two of the happy Breeze Shopping spree
winners of 2012
Winning with a Look of
Success!
Did you ever get lost in the laundry
aisle? Well, Breeze has good news for
shoppers! T&T’s favourite laundry
detergent has enhanced the different
product segments to guide shoppers
through the washing cycle: Powdered
Detergent, Liquid Detergent, Fabric
Conditioner and Bleach.
Shoppers who usually shopped on
automatic in the detergent aisle are
now engaged at the point of purchase,
where they can now identify more
easily the various solutions for their
specific washing needs.
16
WINNING WITH BRANDS and INNOVATION continued
Flora supports heart month
Improving health and well-being is
one of the pillars of the Unilever
Sustainable Living Plan. In alignment
with the Plan, Flora margarine
orchestrated a full heart month
activity in June with the aim of
encouraging consumers to take their
heart health seriously. As part of the Flora heart month
activities, shoppers at selected
supermarkets across Trinidad and
Tobago were able to sample Flora
margarine on multigrain bread
together with Lipton tea. In addition,
with a Flora Proof of Purchase, they
were able to access free screenings
for blood pressure, blood sugar,
cholesterol and body mass index
(BMI) by certified nursing
professionals.
Free health checkup courtesy Flora and
Unilever In Trinidad & Tobago
Part proceeds of every Flora 445g
purchased within the month of June
2012 was donated to the Trinidad and
Tobago Heart Foundation, which has
been making great strides in helping
persons in need of consultations and
pace-makers. Alignment with the
Foundation also shows how
passionate Flora is about
championing healthier hearts.
Take your heart health seriously!
Keeping Heart Healthy with
Becel in Curaçao
Becel, also known as Flora, is our
brand of heart-healthy margarine
sold in the Dutch markets of Curaçao,
Aruba, St Maarten and Suriname. As
Becel cares for the hearts you love,
what better way to support the hearts
of consumers than to organise a
heart healthy walk!
16
Our distributor in Curaçao, Moises de
Marchena, created the “Ban Move
Awor” (“Let’s Move” in Papiamento)
promotion for Becel which began
with a month-long schedule of
consumer awareness sessions, blood
pressure checks, branding of chillers
in-store, and culminated with a
Zumba warm up followed by a 7 km
walk. Approximately 1,500 persons,
including children, participated in the
walk in Willemstad last August.
year in Review
Fit to Win
17
WINNING IN THE
MARKET PLACE
Winning in the Export Market
Barbados rebounded from a difficult
2011 with strong growth in turnover.
Growth was delivered amidst a
backdrop of falling consumer
spending power, high unemployment
and anaemic economic growth.
Key innovations such as Axe Anarchy
and Dove Clear Tone also contributed
to the business over the last year.
Unilever competed more effectively
with Dove soaps by driving supply
chain costs down and passing on
these savings to the consumer,
resulting in a substantial increase in
volumes. We also saw solid growth in
mature categories like teas by
ensuring uninterrupted supply to the
market through improved forecasting
and continuous sampling.
The Surinamese economy also
experienced solid growth in 2012,
which was reflected in substantial
growth in turnover. Performance was
broad-based and all three major
categories (Home Care, Personal Care
and Foods) improved from the previous
year.
A strong focus on the Perfect Store initiative helped to turn around the key markets of Barbados and Suriname.
In Home Care, there were notable
contributions from Mistolin, Radiante
and Breeze, while growth in Personal
Care was driven by Vaseline and Lux.
Our Foods business continued to grow
with the help of Lipton, which has been
a huge success in the last two years.
Spreads also grew with Becel and Blue
Band. Unilever also launched key
brands to hair care professionals to
position them for future success.
Bright Smiles
Two promoters at a Suave
Professionals-sponsored event in
Suriname welcome guests
Congratulations
Rudisa Agencies of Suriname copped
the Distributor of the Year 2012 Award
Successful marketing initiatives in the Caribbean region
18
WINNING with
our people
Unilever recognises success
Nikisha Cropper receives the
Employee of the Year 2012 award
from Ronnie Sankar, Go to Market
Logistics, Distribution & Customer
Service Manager.
In 2012, 90 employees received long
service awards. Congratulations and
thanks to all!
18
year in Review
About Unilever
19
Keeping Safety, Health and
Environment (SHE) Week alive
Safety, Health and Environment
(SHE) Week is a very important event
on Unilever’s calendar.The health
and well-being of our employees and
the protection of the environment
are important goals in Unilever’s
business strategy.
The week-long programme from
April 30 to May 4 was informative
and engaging. There were
fascinating booth displays from
reputable organisations, such as the
Office for Disaster Preparedness
and Management (ODPM). Talks on
substance abuse and reducing your
cancer risk by the Trinidad and
Tobago Cancer Society also drew
much interest among employees.
SHE Week
Unilever Caribbean employees at a booth featuring
safety equipment during SHE Week
Increasing Awareness on Cancer for
Cancer Awareness Month
Every year during the month of October,
Unilever takes time out to sensitise employees
on cancer. Several activities were organised
during the month. Employees received
information on the different types of cancer,
participated in educational talks and were given
the opportunity to get screened on-site if they
in the event. Another dynamic group of
so desired.
volunteers took part in the walk held by the
Many employees looked forward to “Pink Day”, Trinidad and Tobago Cancer Society,
the day when they can come to work dressed in participating in a zumba warm up and the
vigorous walk around the Queen’s Park
pink outfits to show their support for cancer
awareness. The Cancer Awareness Walks were Savannah.
also well supported. Degree was a Gold
sponsor for the Scotiabank walk against breast
cancer and a vibrant Degree team participated
It is important to take care of your health and
get regular medical check-ups. Early detection
of any health issue can save your life.
LIve healthily and get your cancer checkups!
Nothing is more important in business than zero injuries on the job.
20
WINNING With our people continued
Unilever Caribbean - a great
place to work!
Unilever Global was recognised in
2012 by LinkedIn as one of the top
companies where ‘everyone wants to
work’. We were ranked 5th overall
behind four technological giants,
which attests to the recognition and
commitment of our most valued
resource – our people.
Each year we assess whether our
employees feel engaged and
motivated. The study results in the
formulation of various training and
leadership courses, which are
beneficial to the employees to drive
Unilever’s performance culture
ahead.
At UCL our focus continues to be on
building a world-class organisation,
driven by the best talent and
capabilities. We harness the
inherent talent of our employees in
high-performing teams who deliver
value to our customers and our
shareholders. Unilever is well known
for its sustainable, agile work
environment, for embracing diversity
and for building a system to help
develop our people. But it’s not all work at Unilever.
Throughout the year, staff can
participate in a number of fun
activities that foster team spirit, such
as Interdepartmental Football and
Cricket Competitions, Aerobathons,
Health Fairs and Best Dressed
competitions to commemorate
public holidays.
Unilever is all about teams. Our
Annual Christmas Card Drawing
Competition gave the children of
employees an opportunity to
Unilever teams have fun
20
Trying out a promotional game at a
manager’s meeting.
Great people.
Big challenges.
Worthwhile rewards.
year in Review
About Unilever
21
showcase their creativity and talent
by submitting colourful drawings
under the theme “Teamwork”. The
overall winner of this competition
was Reuel Seecharan, son of our
Management Accountant, Chitrani
Seecharan.
Further afield, Unilever is also doing
our part to ensure the development
of talent on a national sphere. We
recognised the top four performers
of the Secondary Entrance Exam
(S.E.A.) by awarding them with
grants for books and uniforms, and
partnered with the UWI University
Student Career Enrichment
Programme 2012, which saw three
students placed within our
organisation during the period
September to November.
Winning with Our People is probably
nowhere better exemplified than in
the loyalty of our employees to our
organization. In 2012, we honoured
ninety awardees who celebrated
between 10 and 40 years of
dedicated service to the company.
We also recognize the contribution of
our employees to our success and
each year award the employee who
demonstrated through their daily
activities our Standards of
Leadership with the UCL Employee
of the Year Award.
Get the buzz!
Great teams are created through
trust, success, and the ability to
work hard together to achieve
goals. At Unilever Caribbean, we
make sure that our teams not only
achieve their very best, but also
that there is ample opportunity for
fun and games! Sporting, parties,
community activities: you can find
them all in this great company.
Join the Unilever family!
Unilever develops competitive team spirit and helps you get ahead in your career.
22
WINNING with
continuous
improvement
Recycling programme
launched
Unilever Caribbean Limited has
started our very own recycling
programme. The site is
currently recycling paper and
plastic as well as wood and
scrap metal, and reuses raw
material plastic drums and
intermediate bulk containers.
In addition, any damaged plastic
packaging materials such as
bottles are fully recycled and
any waste oils that may
occasionally accumulate is also
sent for recycling and used to
make biofuels instead of being
sent to landfill.
Approximately 43 tons of
packaging waste (66.6% of all
waste) was recycled in 2012
through 3rd party recycling
companies.
Recycling and reusage have
significantly reduced the
amount of waste that is sent to
the landfill, saving energy and
helping to sustain the
environment for future
generations.
RECYCLING
“Since we have recycling bins for
paper, the amount in my waste
basket has been drastically
reduced. My family now also
collects paper at home and we
take it to the recycling station
once a week!”
Non Hazardous Waste sent to landfill %
vs Recycled Waste Generated % (2012)
100.0
Non-Hazardous Waste (%)
80.0
60.0
40.0
20.0
0.0
Recycled Waste (%)
Q1
Q2
Q3
Q4
year in Review
About Unilever
23
WINNING THROUGH
COMMUNITY OUTREACH
World Hunger Day Donation
During the two weeks leading up to
World Hunger Day, which is
observed on May 30th, employees
were encouraged to donate nonperishable food items to a worthy
cause.
Thanks to their tremendous efforts,
ten large hampers were donated to
five children’s homes located
between Curepe and Arima.
Seventy-five children benefited from
this donation.
World Hunger Day
World Food Programme Donation
In 2012, Unilever launched the
Unilever Foundation, which is
dedicated to improving the quality of
life through the provision of hygiene,
sanitation, access to clean drinking
water, basic nutrition, and enhancing
self-esteem. To help achieve the
Foundation’s mission, Unilever has
formed partnerships with five
leading global organisations that are
committed to creating sustainable
change worldwide – Oxfam,
Population Services International
(PSI), Save the Children, UNICEF, and
the World Food Programme.
As part of this new partnership,
Unilever Trinidad and Tobago
recently presented the End Hunger
Committee of Rio Claro with a
generous donation to help support
their World Food Programme
community activities.
PARTNERSHIP WITH UNICEF
partnered with UNICEF and
sponsored a nationwide educational
campaign focused on “A Child’s Right
to Protection from Abuse and
Neglect.” This initiative, aimed at
creating awareness on children’s
rights, brought life-changing
information directly to over 300
students from eight schools, ranging
in age from 6 to 19, who participated
in the workshops.
Students received valuable
information on children’s rights and
specifically on their right to
protection from all forms of abuse,
violence and neglect. Students also
were encouraged to develop
messages promoting the rights to
other children and adults – thus
creating awareness among the
general public. The messages were
used immediately on school
compounds, with ten selected to be
produced into awareness ads for
broadcast.
Overall, almost 4,000 students in five
primary and three secondary
schools benefited from key
messages addressed in the murals,
wall paintings and artwork produced
by students.
Helping Protect the
Environment
Helping protect the environment is
part of the Unilever Sustainable
Living Plan, which is the roadmap
to attain the company’s growth
ambitions while reducing our
environmental impact.
During the month of September,
seventy volunteers took part in the
International Coastal Cleanup
(ICC). The hardworking volunteers
removed an overwhelming 860
pounds (approx 391 kg) of debris
from Hart’s Cut beach in
Chaguaramas.
Cross functional teams worked
together to collect the trash and
their small actions made a big
difference on the environment. It
was a great team building and
family event.
Beach Cleanup
24
WINNING Through Community Outreach continued
Thank you volunteers!
Continuous corporate support
for Mt. D’Or Primary School
Throughout 2012, Unilever
maintained its support for the
children and teachers of the Mt. D’or
Primary School. In September,
children most in need received new
sneakers and uniforms for the new
school term. In addition, all students
received Unilever branded notebooks
and pencils.
This donation was only part of
Unilever’s continuous sponsorship to
the school. In June, employees took
time off to visit the Mt. D’Or Primary
School and give career advice to the
students of the standard three and
four classes (ages 8-10). The students
were very receptive to the information
and were motivated to do their best
starting from the primary school
level.
Mt. d’Or Primary School children with their
new branded notebooks.
Later on in the term, a demonstrative
talk on hygiene was conducted by the
company’s nurse, Sarah Lucas. She
encouraged the children to wash their
hands with soap at key times and
brush their teeth at least twice a day.
At the end of the talk, hygiene kits
with Lifebuoy® and Close Up® were
given to all students.
In addition, plastic and paper
recycling bins were donated to the
school to encourage their recycling
efforts.
Unilever is proud that it has been
supporting the primary school for
almost ten years supplying several of
the school needs for its students’
development. The school serves over
one hundred and thirty students in
the Mt. D’Or area with a teaching staff
of twenty.
Sharing with children
Unilever executives volunteer their time
at the Mt. D’Or Primary School.
24
year in Review
About Unilever
25
Global Handwashing Day Volunteers with
children of Mt. D’Or Primary School
Global Handwashing Day 5th
Anniversary
In 2012, Global Handwashing Day was
a milestone event for the Lifebuoy
brand, as we celebrated our fifth
consecutive year. Throughout the
Greater Caribbean, a series of events
and executions in the month of
October led up to the October 15th
date.
This year’s initiatives included an
interactive and educational schools
visit programme featuring
handwashing demos, storytelling
with a positive handwashing message
and Glo Germ demos, to teach
children the importance of washing
hands at key times during the day to
get rid of germs.
Our annual Global Handwashing Day
drawing competition was held for
children aged 5 to 12 to reinforce the
handwashing message throughout
the month of October. The topic for
this year’s competition was, “teach a
friend to keep hands clean.” We
received over 2,000 entries from
schools across Trinidad and Tobago,
the top three entries in each category
were rewarded with great prizes.
In addition, St. Joseph T.M.L. Primary
School won the prize for the most
entries, winning US$1,000.
Our 32 volunteers reached 6,000
students at 16
schools.
Flood Relief
Following disastrous floods in
western Trinidad in August, Unilever
volunteers came out on a national
holiday to provide support for
hundreds of families who had
suffered severe losses.
Brands such as Breeze, Quix, Cif,
Lifebuoy, Close Up, Lipton Teas,
Knorr pasta sides and several
antiperspirant brands, including Dove
and Degree, were donated and
distributed through the Trinidad and
Tobago Red Cross Society to support
the cleanup efforts.
Thanks to the quick action by the
volunteers, help was provided to
those most in need soon after the
disaster.
26
Notes to the financial statements continued - expressed in Trinidad and Tobago dollars
Independent Auditor’s Report
To the Shareholders of Unilever Caribbean Limited
Report on the Financial Statements
We have audited the accompanying financial statements of Unilever Caribbean Limited, which comprise
the statement of financial position as at 31 December 2012 and the income statement, statements of
comprehensive income, changes in equity and cash flows for the year then ended, and a summary of
significant accounting policies and other explanatory information.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in
accordance with International Financial Reporting Standards, and for such internal control as
management determines is necessary to enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We
conducted our audit in accordance with International Standards on Auditing. Those standards require
that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the financial statements. The procedures selected depend on the auditor’s judgement, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal control relevant to the entity’s
preparation and fair presentation of the financial statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies
used and the reasonableness of accounting estimates made by management, as well as evaluating the
overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Opinion
In our opinion, the financial statements present fairly, in all material respects, the financial position of
Unilever Caribbean Limited as at 31 December 2012, and its financial performance and its cash flows for
the year then ended in accordance with International Financial Reporting Standards.
PricewaterhouseCoopers
28 March 2013
Port of Spain
Trinidad, West Indies
year in Review
About Unilever
27
Income Statement
(Expressed in Trinidad and Tobago Dollars)
Notes
Year Ended
31 December
2012
2011
$’000
$’000
Turnover
567,089527,355
5
Cost of Sales6
(346,378)
(331,254)
Gross Profit
220,711
196,101
Expenses
Selling and distribution costs
(110,416)
(93,337)
Administrative expenses
(30,532)
(24,976)
(140,948)
(118,313)
6
Operating Profit
79,76377,788
Finance Income/(Costs) – Net8
38
Profit Before Taxation
(182)
79,80177,606
Taxation9
(20,292)
(18,360)
Profit For The Year
59,509
59,246
Earnings Per Share For Profit Attributable To The
Equity Holders Of The Company During The Year
-
Basic and diluted
10
The notes on pages 32 to 55 are an integral part of these financial statements.
27
$
2.27
$
2.26
28
Statement of Comprehensive Income
Notes
Year Ended
31 December
2012
2011
$’000
$’000
Profit For The Year
59,50959,246
Other Comprehensive Income
Gain on revaluation of land and buildings
12
--
15,653
Deferred tax on building revaluation
14
--
(1,663)
Total Comprehensive Income For The Year
59,509
73,236
year in Review
About Unilever
29
Statement of Financial Position
Notes
Year Ended
31 December
2012
2011
$’000
$’000
ASSETS
Non-current Assets
Property, plant and equipment
Retirement benefit asset
Deferred tax asset
Intangible asset
12
13
14
15
Current Assets
Inventories
17
Trade and other receivables
18
Due from related companies
19
Taxation recoverable
Cash at bank and in hand
79,755
56,618
6,797
914
82,699
58,570
6,766
1,776
144,084
149,811
51,687
87,964
1,253
904
46,647
188,455
48,943
70,198
2,854
2,112
64,011
188,118
Total Assets
332,539
337,929
EQUITY AND LIABILITIES
Capital and Reserves Attributable To Equity Holders
Of The Company
Share capital
20
Property revaluation surplus
Retained earnings
26,244
35,284
114,145
26,244
35,284
127,856
Total Equity
175,673
189,384
Non-current Liabilities
Retirement and termination obligations
Deferred tax liabilities
13
14
27,186
23,194
26,987
23,885
50,380
50,872
Current Liabilities
Trade and other payables
21
Provisions for other liabilities
22
Due to parent and related companies
19
Taxation payable
67,810
15,024
23,519
133
66,646
7,567
19,054
4,406
106,486
97,673
Total Liabilities
156,866
148,545
Total Equity And Liabilities
332,539
337,929
On 27 March 2013, the Board of Directors of Unilever Caribbean Limited authorised these financial statements for
issue.
Director
Director
30
Statement of Changes in Equity
Share
Capital
Notes
$’000
Property
RevaluationRetained Total
Surplus Earnings Equity
$’000 $’000 $’000
Year ended 31 December 2012
Balance at 1 January 2012
26,244
35,284
127,856
189,384
--
--
59,509
59,509
Comprehensive income
Profit for the year
Other comprehensive income
Total other comprehensive income
--
--
--
--
Total comprehensive income for the year
--
--
59,509
59,509
--
--
(73,220)
(73,220)
26,244
35,284
114,145
175,673
26,244
21,294
103,252
150,790
--
--
59,246
59,246
Transaction with owners
Dividends
11
Balance at 31 December 2012
Balance at 1 January 2011
Comprehensive income
Profit for the year
Other comprehensive income
Gain on revaluation of land and buildings
12
--
15,653
--
15,653
Deferred tax on building revaluation
14
--
(1,663)
--
(1,663)
Total other comprehensive income
--
13,990
--
13,990
--
13,990
59,246
73,236
--
--
(34,642)
(34,642)
35,284
127,856
189,384
Total comprehensive income for the year
Transaction with owners
Dividends
11
Balance at 31 December 2011
26,244
year in Review
About Unilever
31
Statement of Cash Flows
Statement of Cash Flows
Notes
Operating Activities
Profit before taxation
Adjustments for:
Depreciation
12
Amortisation
15
Interest (income)/ cost - net
Decrease/(increase) in retirement benefit asset
Increase in retirement and termination obligations
Operating profit before working capital changes
Increase in inventories
(Increase)/decrease in trade and other receivables
Decrease/(increase) in due from related companies
Increase in trade and other payables
Increase in provisions for other liabilities
Increase/(decrease) in due to parent and related companies
Interest earned/(paid) - net
Taxation paid - net
Year Ended
31 December
2012
2011
$’000
$’000
79,801
4,753
862
(38)
1,952
199
77,606
5,430
349
182
(156)
2,772
87,529
(2,744)
(17,766)
1,601
1,164
7,457
4,465
86,183
(2,946)
3,108
(404)
2,067
913
(1,156)
81,706
38
(24,079)
87,765
(182)
(16,673)
Net Cash Inflows From Operating Activities57,665
70,910
Investing Activities
Purchase of plant and equipment
Purchase of intangible asset
12
15
(1,809)
--
(1,573)
(2,125)
Net Cash Outflows From Investing Activities (1,809)
(3,698)
Financing Activity
Dividends paid
11
(Decrease)/Increase In Cash And Cash Equivalents
Cash And Cash Equivalents At Beginning Of Year
(73,220)
(34,642)
(17,364)32,570
64,011
31,441
Cash And Cash Equivalents At End Of Year
46,647
64,011
Represented By:
64,011
46,647
32
Notes To The Financial Statements
(Expressed In Trinidad and Tobago Dollars)
1 General Information
Unilever Caribbean Limited was incorporated in the
Republic of Trinidad and Tobago in 1929, and its
registered office is located at Eastern Main Road,
Champs Fleurs. The Company is a public limited
liability company and is listed on the Trinidad and
Tobago Stock Exchange. The principal business
activities are the manufacture and sale of homecare,
personal care and food products. The Company is a
subsidiary of Unilever Overseas Holdings AG, which is
a wholly owned subsidiary of Unilever PLC, a
company incorporated in the United Kingdom.
2 Summary of Significant 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 the years presented, unless otherwise stated.
2.1 Basis of preparation
These financial statements have been prepared
in accordance with International Financial
Reporting Standards under the historical cost
convention, as modified by the revaluation of
freehold properties.
The preparation of financial statements in
conformity with International Financial Reporting
Standards requires the use of certain critical
accounting estimates. It also requires
management to exercise its judgement in the
process of applying the Company’s accounting
policies. The areas involving a higher degree of
judgement or complexity, or areas where
assumptions and estimates are significant to the
financial statements, are disclosed in Note 4.
2.1.2 Changes in accounting policy and disclosures
(i)New and amended standards adopted by the
Company
There are no International Financial Reporting
Standards (IFRSs) or International Financial
Reporting Interpretation Committee (IFRIC)
interpretations that are effective for the first
time for the financial year beginning on or after
1 January 2012 that would be expected to have
a material impact on the Company.
(ii)New standards and interpretations not yet
adopted
A number of new standards and amendments
to standards and interpretations are effective
for annual periods beginning after 1 January
2012, and have not been applied in preparing
these financial statements. None of these is
expected to have a significant effect on the
financial statements of the Company, except
the following set out below:
• Amendment to IAS 1, ‘Financial statement
presentation’ regarding other
comprehensive income. The main change
resulting from these amendments is a
requirement for entities to group items
presented in ‘other comprehensive income’
(OCI) on the basis of whether they are
potentially reclassifiable to profit or loss
subsequently (reclassification adjustments).
The amendments do not address which
items are presented in OCI.
• IAS 19, ‘Employee benefits’ was amended in
June 2011. The impact on the Company will
be as follows: to immediately recognise all
past service costs; and to replace interest
cost and expected return on plan assets
with a net interest amount that is calculated
by applying the discount rate to the net
defined benefit liability/asset. The Company
is yet to assess the full impact of the
amendments
• IFRS 9, ‘Financial instruments’, addresses
the classification, measurement and
recognition of financial assets and financial
liabilities. IFRS 9 was issued in November
2009 and October 2010. It replaces the parts
of IAS 39 that relate to the classification and
measurement of financial instruments. IFRS
9 requires financial assets to be classified
into two measurement categories: those
measured as at fair value and those
measured at amortised cost. The
determination is made at initial recognition.
The classification depends on the entity’s
business model for managing its financial
instruments and the contractual cash flow
characteristics of the instrument. For
financial liabilities, the standard retains
most of the IAS 39 requirements. The main
change is that, in cases where the fair value
option is taken for financial liabilities, the
part of a fair value change due to an entity’s
own credit risk is recorded in other
comprehensive income rather than the
income statement, unless this creates an
accounting mismatch. The Company will
also consider the impact of the remaining
phases of IFRS 9 when completed by the
Board.
year in Review
About Unilever
33
(continued)
2.1.2 Changes in accounting policy and disclosures
(continued)
(ii)New standards and interpretations not yet
adopted (continued)
• IFRS 13, ‘Fair value measurement’, aims to
improve consistency and reduce complexity
by providing a precise definition of fair value
and a single source of fair value
measurement and disclosure requirements
for use across IFRSs. The requirements,
which are largely aligned between IFRSs
and US GAAP, do not extend the use of fair
value accounting but provide guidance on
how it should be applied where its use is
already required or permitted by other
standards within IFRSs or US GAAP.
2.2 Segment reporting
Operating segments are reported in a manner
consistent with the internal reporting provided to
the chief operating decision-maker. The chief
operating decision-maker, who is responsible for
allocating resources and assessing performance
of the operating segments, has been identified as
the management committee that makes
strategic decisions.
2.3 Foreign currency translation
(i)Functional and presentation currency
Items included in the financial statements of
the Company are measured using the
currency of the primary economic
environment in which the entity operates (‘the
functional currency’). The financial statements
are presented in Trinidad and Tobago dollars,
which is the Company’s functional and
presentation currency.
(ii)Transactions and balances
Foreign currency transactions are translated
into the functional currency using the
exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and
losses resulting from the settlement of such
transactions and from the translation at
year-end exchange rates of monetary assets
and liabilities denominated in foreign
currencies are recognised in the income
statement. Foreign exchange gains and losses
that relate to cash and cash equivalents are
presented in the income statement within
‘finance income or costs’.
2.4 Property, plant and equipment
Cost or revaluation
Freehold land and buildings are shown at fair
value, based on valuations by external
independent valuers periodically, but at least
every five years, less subsequent depreciation for
buildings. Additions to freehold land and
buildings subsequent to the date of revaluation
are shown at cost. Any accumulated
depreciation at the date of revaluation is
eliminated against the gross carrying amount of
the asset, and the net amount is restated to the
revalued amount of the asset. All other Property,
plant and equipment are stated at historical cost
less depreciation. Historical cost includes
expenditure that is directly attributable to the
acquisition of items.
Subsequent costs are included in the asset’s
carrying amount or recognised as a separate
asset, as appropriate, only when it is probable
that future economic benefits associated with the
item will flow to the Company and the cost of the
item can be measured reliably. The carrying
amount of the replaced part is derecognised. All
other repairs and maintenance are charged to
the income statement during the financial period
in which they are incurred.
Increases in the carrying amount arising on
revaluation of freehold land and buildings are
credited to other comprehensive income and
shown as ‘property revaluation surplus’ in
shareholders’ equity. This reserve is nondistributable. Decreases that offset previous
increases in the same asset are charged in other
comprehensive income and debited against
‘property revaluation surplus’ directly in equity;
all other decreases are charged to the income
statement.
Depreciation
Land and capital work in progress are not
depreciated.
Depreciation is calculated on the straight line
basis using the following rates:
Freehold buildings -
2.5% per annum
Plant and equipment- 7% to 33 1/3% per annum
Where the carrying amount of an asset is
greater than its estimated recoverable amount,
it is written down to its recoverable amount
(Note 2.6).
34
(continued)
2.4 Property, plant and equipment (continued)
Depreciation (continued)
Gains and losses on disposal of property, plant
and equipment are determined by reference to
the proceeds and their carrying amounts and are
taken into account in determining operating
profit. On disposal of revalued assets, amounts in
the revaluation reserve relating to that asset are
transferred to retained earnings.
2.5 Intangible assets
Computer software acquisition costs are
recognised as assets at the cost incurred to
acquire and bring to use the specific software.
These assets are amortised over their useful
lives, which do not exceed five years.
2.6 Impairment of non-financial assets
Assets that are subject to amortisation are
reviewed 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 asset’s carrying amount exceeds its
recoverable amount. The recoverable amount is
the higher of an asset’s 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).
Non-financial assets that suffered impairment
are reviewed for possible reversal of the
impairment at each reporting date.
2.7 Financial assets
The Company classifies its financial assets as
loans and receivables. The classification
depends on the purpose for which the financial
assets were acquired. Management determines
the classification of its financial assets at initial
recognition.
Regular purchases and sales financial assets are
recognised on the trade-date, the date on which
the company commits to purchase or sell the
asset.
Loans and receivables are non-derivative
financial assets with fixed or determinable
payments that are not quoted in an active
market. They are included in current assets,
except for maturities greater than 12 months
after the end of the reporting period. These are
classified as non-current assets. The Company’s
loans and receivables comprise ‘trade and other
receivables and ‘cash and cash equivalents’ in
the statement of financial position (Notes 2.10
and 2.11). Impairment testing of trade receivables
is described in Note 2.8.
2.8 Impairment of financial assets
The Company assesses at the end of each
reporting period whether there is objective
evidence that a financial asset or group of
financial assets is impaired. A financial asset or a
group of financial assets is impaired and
impairment losses are incurred only if there is
objective evidence of impairment as a result of
one or more events that occurred after the initial
recognition of the asset (a ‘loss event’) and that
loss event (or events) has an impact on the
estimated future cash flows of the financial asset
or group of financial assets that can be reliably
estimated.
The criteria that the Company uses to determine
that there is objective evidence of an impairment
loss include:
• Significant financial difficulty of the customer;
• A breach of contract, such as a default or
delinquency in payments;
• The Company, for economic or legal reasons
relating to the customer’s financial difficulty,
granting to the customer a concession that
the Company would not otherwise consider;
• It becomes probable that the customer will
enter bankruptcy or other financial
reorganisation.
For loans and receivables category, the amount
of the loss is measured as the difference
between the asset’s carrying amount and the
present value of estimated future cashflows
discounted at the financial asset’s original
effective interest rate. The carrying amount of
the asset is reduced and the amount of the loss is
recognised in the income statement.
If in a subsequent period, the amount of the
impairment loss decreases and the decrease
can be related objectively to an event occurring
after the impairment was recognised, the
reversal of the previously recognised impairment
loss is recognised in the Income Statement.
year in Review
About Unilever
35
(continued)
2.9Inventories
Inventories are stated at the lower of weighted
average cost or net realisable value. The cost of
raw and packaging materials and finished goods
are determined on a weighted average cost
basis. Finished goods include a proportion of
attributable production overheads. Work in
progress comprises direct costs of raw and
packaging materials and related production
overheads. The cost of inventories excludes
borrowing costs.
Engineering and general stores are valued at
weighted average cost.
Goods in transit are valued at suppliers’ invoice
cost.
Net realisable value is the estimated selling price
in the ordinary course of business, less
applicable variable selling expenses.
2.10 Trade and other receivables
Trade receivables are amounts due from
customers for merchandise sold in the ordinary
course of business. If collection is expected in
one year or less, they are classified as current
assets. If not, they are presented as non-current
assets. Other receivables consist mainly of Value
Added Tax (VAT) recoverable. Trade receivables
are initially recognised at fair value and
subsequently measured at amortised cost less
provision for impairment.
2.11 Cash and cash equivalents
Cash and cash equivalents comprise cash at
bank and in hand.
2.12 Share capital
Ordinary shares are classified as equity.
2.13 Trade and other 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. Other payables comprise outstanding
statutory liabilities as well as accruals for
advertising and promotion.
Trade payables are initially recognised at fair
value and subsequently measured at amortised
cost.
2.14 Current and deferred income tax
The tax expense for the period comprises
current and deferred tax. Tax is recognised in the
income statement, except to the extent that it
relates to items recognised in other
comprehensive income.
The current income tax charge is calculated on
the basis of the tax laws enacted or substantively
enacted at the statement of financial position
date. Management periodically evaluates
positions taken in tax returns with respect to
situations in which applicable tax regulations are
subject to interpretation and establishes
provisions where appropriate on the basis of
amounts expected to be paid to the tax
authorities.
Deferred income tax is provided in full, using the
liability method, on temporary differences
arising between the tax bases of assets and
liabilities and their carrying amounts in the
financial statements.
Deferred income tax is determined using tax
rates and laws that have been enacted or
substantially enacted by the statement of
financial position date and are expected to apply
when the related deferred income tax asset is
realised or the deferred income tax liability is
settled.
Deferred income tax assets are recognised only
to the extent that it is probable that future taxable
profit will be available against which the
temporary differences can be utilised.
The principal temporary differences arise from
depreciation on property, plant and equipment,
revaluation of freehold building and retirement
benefit asset and obligation.
Deferred income tax assets and liabilities are
offset when there is a legally enforceable right to
offset current tax assets against current tax
liabilities and when the deferred income taxes
assets and liabilities relate to income taxes
levied by the same taxation authority on either
the same taxable entity or different taxable
entities where there is an intention to settle the
balances on a net basis.
36
(continued)
2.15 Employee benefits
(i)Pension obligations
The Company operates defined benefit pension
plans covering certain regular full time
employees. The funds of the plan are
administered by the trustee and are separate
from the Company’s assets.
The pension accounting costs are assessed
using the projected unit credit method. Under
this method, the cost of providing pensions is
charged to the income statement so as to
spread the regular cost over the service lives
of employees in accordance with the advice of
qualified actuaries who carry out a full
valuation of the plan every three years.
The pension obligation is measured as the
present value of the estimated future cash
outflows using interest rates of medium term
government bonds.
Actuarial gains and losses are only recognised
when they fall outside a corridor equal to 10%
of the larger of the value of the plan’s assets
and the value of the plan’s liabilities. These
gains and losses are recognised over the
average remaining service lives of employees.
The Company also operates a supplementary
pension scheme. This is a closed scheme
providing ex-gratia pensions for which no
additional employees are expected to qualify.
The expected costs of these benefits are
accrued over the period of employment, using
an accounting methodology similar to that for
defined benefit pension plans. Valuations of
these obligations are carried out by annually
independent qualified actuaries.
(ii)Other post retirement obligations
The industrial agreement covering the hourly
rated employees provides for a termination
benefit which functions as a retirement benefit
for those employees who are not in the
pension plan.
The expected costs of these benefits are
accrued over the period of employment, using
the projected unit credit method. Valuations of
these obligations are carried out annually by
independent qualified actuaries.
(iii)Profit-sharing and bonus plans
The Company recognises a liability and an
expense for bonuses and profit-sharing, based
on a formula that takes into consideration the
profit attributable to the Company’s
shareholders after certain adjustments.
2.16Provisions
Provisions for are recognised when: the
Company has a present legal or constructive
obligation as a result of past events; it is
probable that an outflow of resources will be
required to settle the obligation; and the
amount has been reliably estimated.
Provisions are not recognised for future
operating losses.
Provisions are measured at the present value
of the expenditures expected to be required to
settle the obligation using a pre-tax rate that
reflects current market assessments of the
time value of money and the risks specific to
the obligation. The increase in the provision
due to passage of time is recognised as
interest expense.
Where there are a number of similar
obligations, the likelihood that an outflow will
be required in settlement is determined by
considering the class of obligations as a whole.
A provision is recognised even if the likelihood
of an outflow with respect to any one item
included in the same class of obligations may
be small.
Employee entitlements to annual leave are
recognised when they accrue to employees. A
provision is made for the estimated liability for
annual leave as a result of services rendered
by employees up to the statement of financial
position date.
year in Review
About Unilever
37
(continued)
2.17 Revenue recognition
Revenue comprises the fair value of the
consideration received or receivable for the sale
of goods in the ordinary course of the Company’s
activities. Revenue is shown net of value-added
tax, rebates and discounts. Revenue is
recognised as follows:
Sales of goods
Sales of goods are recognised when the
Company has delivered products to the
customer.
Interest income
Interest income is recognised when it is
determined that such income will accrue to the
Company. Interest income is recognised using
the effective interest method.
2.18 Accounting for leases - where the company is
the lessee
Leases in which 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 straightline basis over the period of the lease.
2.19 Dividend distribution
Dividend distribution to the Company’s
shareholders is recognised as a liability in the
Company’s financial statements in the period in
which the dividends are approved by the
Company’s directors.
3 Financial Risk Management
3.1 Financial risk factors
The Company’s activities expose it to a variety of
financial risks: market risk (including currency
risk, fair value interest rate risk, cash flow
interest rate risk and price risk), credit risk and
liquidity risk. Risk management is carried out in
line with policies approved by the Board of
Directors.
(a) Market risk
(i) Foreign exchange risk
The Company operates internationally and is
exposed to foreign exchange risk arising
from various currency exposures, primarily
with respect to the United States dollar.
Foreign exchange risk arises from
commercial transactions when recognised
assets or liabilities are denominated in a
currency that is not the Company’s
functional currency.
At 31 December 2012, if the TT dollar had
weakened/ strengthened by 5% against the
US dollar with all other variables held
constant, post tax profit for the year would
have been $689,872 (2011: $1,357,000) lower/
higher, mainly as a result of foreign
exchange losses/gains on translation of US
dollar denominated trade and other
receivables, trade and other payables, cash
at bank and in hand and due to/from related
companies
(ii) Cash flow and fair value interest rate risk
As the Company has no significant interestbearing assets and liabilities other than
deposits held at banks, the Company’s
income and operating cash flows are
substantially independent of changes in
market interest rates.
(iii) Price risk
The Company is not exposed to equity
securities price risk since there are no
investments held as available for sale or at
fair value through profit or loss.
(b) Credit risk
Credit risk arises from cash and cash
equivalents as well as credit exposures to
customers. The Company has credit risk,
however the Company has policies in place to
ensure that sales of products are made to
customers with an appropriate credit history.
Credit risk arises primarily from credit
exposures from sales to distributors and retail
customers, including outstanding receivables
(See Notes 16 (b) and 18).
38
3 Financial Risk Management
(continued)
3.1 Financial risk factors
(b) Credit risk (continued)
The credit quality of customers, their financial position, past experience and other factors are taken into
consideration in assessing credit risk and are regularly monitored through the use of credit terms.
Management does not expect any losses from non-performance by counterparties in excess of the
provision made. Cash and deposits are held with reputable financial institutions. The maximum exposure to
credit risk at the reporting date is the fair value of cash and cash equivalents as well as each class of
receivables mentioned in note 18.
(c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and short-term funds and the
availability of funding through an adequate amount of committed credit facilities. Due to the dynamic nature
of the underlying business, the Company aims at maintaining flexibility in funding by keeping committed
credit lines available.
The table below analyses the Company’s non-derivative financial liabilities based on the remaining period at
the statement of financial position date to the contractual maturity date. The amounts disclosed are the
contractual undiscounted cash flows. Balances due within one year equal their carrying balances.
Trade and other payables, excluding statutory liabilities
Provisions for other liabilities
Less than one year
20122011
$’000$’000
66,747
23,519
15,024
65,864
19,054
7,567
3.2 Capital risk management
The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern, in
order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital.
The Company monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by
total capital. Total capital is calculated as ‘equity’ as shown in the statement of financial position plus net debt.
The company currently has no borrowings to constitute net debt.
3.3 Fair value estimation
The carrying amount of short-term financial assets and liabilities comprising: cash at bank and in hand, due
from related companies, trade and other receivables, trade and other payables, and due to parent and related
companies are a reasonable estimate of their fair values because of the short-term maturity of these
instruments.
year in Review
About Unilever
39
4 Critical Accounting Estimates And Judgements
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will,
by definition, seldom equal the related actual results. Estimates and assumptions 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.
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 outlined below.
Pension benefits
The present value of the pension obligations depends on a number of factors that are determined on an actuarial
basis using a number of assumptions. The assumptions used in determining the net cost/income for pensions
include the discount rate. Any changes in these assumptions will impact the carrying amount of pension
obligations.
The Company determines the appropriate discount rate at the end of each year. This is the interest rate that should
be used to determine the present value of estimated future cash outflows expected to be required to settle the
pension obligations. In determining the appropriate discount rate, the Company considers the interest rates of
medium term government bonds that are denominated in the currency in which the benefits will be paid, and that
have terms to maturity approximating the terms of the related pension obligation.
Other key assumptions for pension obligations are based in part on current market conditions. Additional
information is disclosed in Note 13.
Were the discount rate used to differ by 10% from management’s estimate, the carrying amount of pension
obligations would be an estimated $22.74 million lower or $20.1 million higher.
5Turnover
20122011
$’000$’000
Third party sales
Sales to related companies (Note 19)
552,838
14,251
511,484
15,871
567,089
527,355
Cost of imported goods sold
Raw materials and packaging materials used
Employee benefit expense (Note 7)
Royalties and service fees (Note 19)
Production costs
Advertising and promotional costs
Distribution costs
Human resources costs
Depreciation (Note 12)
Information technology costs
Marketing and sales
Buying and planning
Other expenses
Merchandising expenses
Amortisation (Note 15)
120,005
143,332
80,335
30,250
23,418
31,992
19,648
6,161
4,753
7,111
4,641
4,521
6,828
3,469
862
103,852
150,074
74,954
27,634
22,541
20,565
19,139
4,768
5,430
4,390
4,301
2,857
5,718
2,995
349
Total cost of sales, selling and distribution costs
and administrative expenses
487,326
449,567
6 Expenses by Nature
40
7 Employee Benefit Expense
Wages and salaries
National insurance
Retirement and termination benefits (Note 13)
Severance costs
20122011
$’000$’000
69,177
3,023
6,782
1,353
64,790
2,853
6,750
561
80,335
74,954
Bankers’ acceptances interest expense
Finance income
--
38
(221)
39
Net finance income/(costs)
38
(182)
Current tax
Prior year over provision
Deferred tax credit (Note 14)
21,014
--
(722)
20,233
(1,847)
(26)
20,292
18,360
8 Finance Income/(Costs) – Net
9 Income Tax Expense
The Company’s effective rate varies from the statutory rate of 25% as a result of the differences shown below:
79,801
77,606
Tax calculated at 25%
Tax effects of:
Prior year over provision
Adjustment for previously unrecognised timing differences
Income not subject to tax
Expenses not deductible for tax purposes
19,950
19,402
--
--
--
342
(1,847)
502
(8)
311
Tax charge
20,292
18,360
10 Earnings Per Share – Basic and Diluted
asic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the
B
weighted average number of ordinary shares in issue during the year.
Profit attributable to equity holders
59,509
59,246
Weighted average number of ordinary shares in issue (‘000)
26,244
26,244
Basic and diluted earnings per share
$ 2.27
$2.26
year in Review
About Unilever
41
11Dividends
On 21 March 2013, the Board of Directors declared a final dividend of $1.23 per share bringing the total dividend in
respect of the current year to $1.55 per share. These financial statements do not reflect the final dividend which
will be accounted for as an appropriation of retained earnings in the year ending 31 December 2013.
Dividends accounted for as an appropriation of retained earnings are as follows:
20122011
$’000$’000
Final dividend for 2011 - $1.22 per share (2010 - $1.00 per share)
Special dividend for 2012 - $1.25 per share Interim dividend for 2012 - $0.32 per share (2011 - $0.32 per share)
32,017
32,805
8,398
26,244
-8,398
73,220
34,642
12 Property, Plant and Equipment
Freehold
Freehold
Plant and
Work in
Land BuildingsEquipmentProgress Total
$’000$’000$’000$’000$’000
Opening net book amount
Additions
Transfers
Depreciation charge
30,000
19,904
32,053
742
82,699
--
--
-- 1,809
1,809
--
-- 1,815(1,815)
---
(410)
(4,343)
--
(4,753)
Closing net book amount
30,000
19,494
29,525
736
79,755
Cost or valuation
Accumulated depreciation
30,000
--
26,957
(7,463)
110,767
(81,242)
736
--
168,460
(88,705)
Net book amount
30,000
19,494
29,525
736
79,755
At 31 December 2012
Additions
Transfers
Capitalisation of spares
Depreciation charge
Revaluation
21,000
13,689
33,596
1,296
69,581
--
-- 2491,3241,573
--
-- 1,878(1,878)
---
--
1,322
--
1,322
--
(438)
(4,992)
--
(5,430)
9,000
6,653
--
--
15,653
30,000
19,904
32,053
742
82,699
Cost or valuation
30,000
--
20,000
(96)
114,841
(82,788)
742
--
165,583
(82,884)
Net book amount
30,000
19,904
32,053
742
82,699
Cost or valuation
21,000
--
20,256
(6,567)
111,392
(77,796)
1,296
--
153,944
(84,363)
Net book amount
21,000
13,689
33,596
1,296
69,581
At 31 December 2011
At 31 December 2010
42
12 Property, Plant and Equipment (Continued)
An independent valuation of land and buildings was performed by Linden Scott & Associates, professional valuers
on 25 October 2011. This valuation, which conforms to International Valuation Standards, was determined by
reference to recent market transactions on arm’s length basis. The revaluation surplus net of applicable deferred
income taxes was credited to other comprehensive income and is shown in “property revaluation surplus” in
shareholders equity.
Depreciation expense of $4,184,000 (2011: $4,772,000) has been charged in cost of sales, $179,000 (2011: $178,000)
in distribution costs and $390,000 (2011: $480,000) in administrative expenses.
If freehold land and buildings were stated on the historical cost basis, the amounts would be as follows:
20122011
$’000$’000
Cost
18,83018,830
(7,261)
(6,851)
Net book amount
11,569
11,979
Retirement Benefit Asset
Monthly paid staff
Hourly paid staff
56,829
(211)
58,646
(76)
56,618
58,570
Retirement and Termination Obligations
Supplementary pension scheme
Termination benefits – lump sum plan
(1,631)
(25,555)
(1,831)
(25,156)
(27,186)
(26,987)
Total Amounts Recognised in the Income Statement:
Current service cost
Interest on benefit obligation
Expected return on plan assets
Amortised net loss
Past service cost
8,744
14,482
(16,645)
201
--
7,489
14,868
(17,620)
-2,013
6,782
6,750
13Retirement and Termination
Benefit Asset/(Obligations)
(a) Pension Benefits
Net pension expense
Pension expense of $4,648,000 (2011: $4,657,000) has been charged in cost of sales, $1,267,000 (2011:
$1,283,000) in distribution costs and $867,000 (2011: $810,000) in administrative expenses.
The actual return on plan assets was $23,257,000 (2011: $18,319,000).
year in Review
About Unilever
43
13 Retirement and Termination
Benefit Asset/(Obligations) (continued)
(a) Pension Benefits
The principal assumptions are as follows:
Discount rate
- Active and deferred
-Pensioners
- Terminations/lump sum benefits
- Supplementary Pension
Salary increases
- Monthly paid employees
- Weekly paid employees
- Supplementary Pension
- Termination/lump sum NIS ceiling/pension increases
- Pension increases
- Rate of return on pension plan assets (monthly)
- Rate of return on pension plan assets (hourly-rated)
2012
2011
%
%
Per annum Per annum
5.00
5.00
5.00
5.00
5.50
5.50
5.50
5.50
4.50
4.00
2.75
4.00
4.50
4.00
3.25
4.00
2.75
5.75
5.00
3.25
6.25
5.50
(b) Retirement Benefit Asset (Monthly Paid Staff)
Amounts recognised in the statement of financial position are as follows:
Present value of funded obligations
Fair value of plan assets
20122011
$’000$’000
(240,768)
278,955
(232,703)
260,767
Unrecognised actuarial gain
38,18728,064
18,642
30,582
56,829
58,646
Movement in the asset recognised in the statement of financial position:
Asset as at 1 January
Net pension cost
Contributions paid
58,646
(3,603)
1,786
58,430
(1,594)
1,810
Asset as at 31 December
56,829
58,646
Amounts recognised in the income statement:
Amortised net loss
6,869
12,581
(16,147)
300
5,784
12,987
(17,177)
--
Net pension cost
3,603
1,594
Actuarial gain on plan assets
16,147
6,783
17,177
618
Actual return on plan assets
22,930
17,795
44
(c) Post-Employment Benefits (Monthly Paid Staff)
Plan assets are comprised as follows:
20122011
$’000% $’000%
Debt instruments
Equity instruments
Other
156,215
117,161
5,579
56
42
2
146,619
97,356
16,792
56
38
6
278,955100
260,767100
The expected return on plan assets is determined by considering the expected returns available on the assets
underlying the current investment policy. Expected yields on fixed interest investments are based on gross
redemption yields as at the statement of financial position date. Expected returns on equity reflect long-term
real rates of return experienced in the market.
As at 31 December
Present value of defined
benefit obligation
Surplus
Experience adjustments
on plan liabilities
on plan assets
2012 2011 2010 20092008
$’000$’000 $’000 $’000$’000
240,768
(278,955)
232,703
(260,767)
211,831
(247,840)
203,953
191,805
(230,561)(209,032)
(38,187)
(28,064)
(36,009)
(26,608)
(17,227)
8,611
3,775
(7,130)
(5,339)
(2,753)
6,797
592
2,050
3,632
(45,223)
Expected contributions to the monthly paid staff plan for the year ending 31 December 2013 are $2,068,000
(2012: $1,939,000).
20122011
$’000$’000
Change in defined benefit obligation
Defined benefit obligation at start
Service cost
Interest cost
Members’ contribution
Actuarial (gain)/loss
Benefits paid
Expenses paid
232,703
6,869
12,581
1,786
(4,857)
(8,025)
(289)
211,831
5,784
12,987
1,805
8,779
(8,208)
(275)
Defined benefit obligation at end
240,768
232,703
year in Review
About Unilever
45
(c) Post-Employment Benefits (Monthly Paid Staff) (continued)
20122011
$’000$’000
Change in plan assets
Plan asset at start of year
Actuarial gain
Company contributions
Members’ contributions
Benefits paid
Expenses paid
260,767
16,147
6,783
1,786
1,786
(8,025)
(289)
247,840
17,177
618
1,810
1,805
(8,208)
(275)
Plan assets at end of year
278,955
260,767
(11,541)
10,455
(8,524)
8,448
(1,086)
(76)
Unrecognised gain
875
--
Retirement benefit obligation
(211)
(76)
Movement in the obligation recognised in the statement of financial position:
Obligation as at 1 January
Net pension cost
Contributions paid
(76)
(978)
843
(16)
(988)
928
Obligation as at 31 December
(211)
(76)
1,018
458
(498)
1,038
393
(443)
Net pension cost
978
988
Actuarial (loss)/gain on plan assets
498
(171)
443
81
Actual return on plan assets
327
524
(d) Retirement Benefit Obligation (Hourly Paid Staff)
46
(e) Post-Employment Benefits (Hourly Paid Staff)
2012 2011 2010 20092008
$’000$’000 $’000 $’000$’000
As at 31 December
benefit obligation
Deficit
11,541
(10,455)
8,524
(8,448)
6,390
(6,374)
5,380
(5,301)
3,501
(3,480)
1,086
76
16
79
21
(110)
81
(682)
(1)
(470)
(110)
81
(682)
(1)
(470
on plan liabilities
on plan assets
Expected contributions to the hourly paid staff plan for the year ending 31 December 2013 are $1,187,000 (2012:
$1,107,000).
20122011
$’000$’000
Service cost
Interest cost
Members’ contribution
Actuarial loss
Benefits paid
Termination lump sum transferred in
8,524
1,018
458
682
704
(390)
545
6,390
1,038
393
708
81
(202)
116
11,541
8,524
8,448
498
(171)
843
682
(390)
545
6,374
443
81
928
708
(202)
116
10,455
8,448
Change in plan assets
Plan asset at start of year
Actuarial (loss)/gain
Company contributions
Members’ contributions
Benefits paid
Termination lump sum transferred in
Plan assets at end of year
year in Review
About Unilever
47
(e) Post-Employment Benefits (Hourly Paid Staff) (continued)
Plan assets are comprised as follows:
20122011
$’000% $’000%
Debt instruments
Equity instruments
Other
6,378
3,032
1,045
61
29
10
5,660
67
1,352
16
1,43617
10,455100
8,448100
The expected return on plan assets is determined by considering the expected returns available on the assets
underlying the current investment policy. Expected yields on fixed interest investments are based on gross
redemption yields as at the statement of financial position date. Expected returns on equity reflect long-term
real rates of return experienced in the market.
(f) Supplementary Pension Scheme
20122011
$’000$’000
Unrecognised actuarial (gain)/loss
(1,483)
(148)
(1,967)
136
(1,631)
(1,831)
Movement in the obligation recognised in the statement of financial position:
Net pension cost
Benefit payments
(1,831)
(4)
204
(1,941)
(115)
225
(1,631)
(1,831)
103
(99)
115
--
4
115
Amortised net loss
48
(f) Supplementary Pension Scheme (continued)
20122011
$’000$’000
Interest cost
Actuarial (gain)/loss
Benefits paid
1,967
103
(383)
(204)
1,951
115
126
(225)
1,483
1,967
As at 31 December
benefit obligation
Deficit
on plan liabilities
2012 2011 2010 20092008
$’000$’000 $’000 $’000$’000
1,483
--
1,967
--
1,951
--
1,985
--
2,264
--
1,483
1,967
1,951
1,985
2,264
(379)
136
42
(258)
37
Expected contributions to the supplementary pension scheme for the year ending 31 December 2013 are
$167,000 (2012: $223,000).
(g) Termination Lump Sum Plan
20122011
$’000$’000
Unrecognised actuarial gain
(26,495)
940
(25,249)
93
(25,555)
(25,156)
Net pension cost
Benefit payments
(25,156)
(2,197)
1,798
(22,274)
(4,053)
1,171
(25,555)
(25,156)
Past service cost
857
1,340
--
667
1,373
2,013
Net pension cost
2,197
4,053
Movement in the liability recognised in the statement of financial position:
year in Review
About Unilever
49
(g) Termination Lump Sum Plan (continued)
20122011
$’000$’000
Service cost
Interest cost
Actuarial loss
Benefits improvements
Benefits paid
25,249
857
1,340
847
--
(1,798)
20,527
667
1,373
1,840
2,013
(1,171)
26,495
25,249
As at 31 December
benefit obligation
Deficit
on plan liabilities
2012 2011 2010 20092008
$’000$’000 $’000 $’000$’000
26,495
25,249
20,527
19,238
21,991
---------26,495 25,24920,52719,23821,991
(328) 209 1,977 (753)(1,076)
Expected contributions to the termination lump sum plan for the year ending 31 December 2013 are $1,870,000
(2012: $1,218,000).
50
14 Deferred Taxation
Deferred income taxes are calculated on all temporary differences under the liability method using a principal tax
rate of 25%.
Deferred tax asset and liabilities in the statement of financial position and the deferred tax (credit)/charge in the
income statement and statement of comprehensive income are attributable to the following items:
Charge to
Credit to
Statement of
IncomeComprehensive
2011 StatementIncome 2012
$’000 $’000 $’000$’000
Deferred income tax liabilities
Accelerated tax depreciation
Building revaluation surplus
6,825
(184)
--
6,641
14,662
(507)
--
14,155
2,398----
2,398
23,885
(691)
--23,194
Deferred income tax asset
(6,766)
(31)
--(6,797)
Net deferred income tax liability
17,119 (722)
--16,397
Charge to
Credit to
Statement of
IncomeComprehensive
2010 StatementIncome 2011
$’000 $’000 $’000$’000
Deferred income tax liabilities
Accelerated tax depreciation
Building revaluation surplus
6,197
628
--
6,825
14,608
54
--
14,662
735
-- 1,6632,398
21,540
682 1,66323,885
(6,058)
(708) Net deferred income tax liability
15,482
Deferred income tax asset
--
(6,766)
(26)1,66317,119
15 Intangible Asset
Additions
Amortisation charge for the year
Cost
Accumulated amortisation
20122011
$’000$’000
1,776
---2,125
(862)
(349)
914
1,776
2,1252,125
(1,211)
(349)
914
1,776
year in Review
About Unilever
51
15 Intangible Asset (continued)
This represents amounts paid to IBM Mexico, IBM Brazil and Accenture in respect of expenses related to the
Human Resources Transformation (HRT) Project. This is a global project aimed at achieving greater efficiency and
enabling Human Resources to play a more strategic role in the Business. Intrinsic to this project is the
implementation of an integrated Human Resource Information System.
16(a) Financial Instruments by Category
The accounting policies for financial instruments have been applied to the line items below:
20122011
$’000$’000
Loans and receivables
Assets as per statement of financial position
Trade and other receivables, excluding prepayments
Due from related parties (Note 19)
86,213
46,647
1,253
68,478
64,011
2,854
134,113
135,343
66,747
23,519
15,024
65,864
19,054
7,567
105,290
92,485
Other financial liabilities at amortised cost
Liabilities as per statement of financial position
Trade and other payables, excluding statutory liabilities
Due to parent and related parties (Note 19)
Provision for other liabilities
16(b) Credit Quality of Financial Assets
The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to
external credit ratings (if available) or to historical information about counterparty default rates:
Trade receivables
Counterparties without external credit rating
Group 1
Group 2
Group 3
789
39,591
37,834
528
32,239
27,828
Total unimpaired trade receivables
78,214
60,595
Group 1 - new customers
Group 2 - existing customers with no default in the past year
Group 3 - existing customers with some defaults in the past year. All defaults were fully recovered.
Amounts due from related parties
Balances due from related parties are fully performing and there have been no defaults in the past.
Cash and cash equivalents
Counterparties without external credit ratings:
Reputable financial institutions:
Cash at bank
46,572
63,936
52
17Inventories
20122011
$’000$’000
Finished goods
Raw materials and supplies
Engineering and general stores
Goods in transit
Work in progress
26,649
11,984
3,874
6,146
3,034
28,083
9,883
3,671
5,310
1,996
51,687
48,943
The cost of inventories recognised as an expense and included in cost of sales amounted to $263,337,000 (2011:
$253,926,000). Inventories written off during the year amounted to $743,000 (2011: $739,000).
18 Trade and Other Receivables
Trade receivables
Less: provision for impairment of trade receivables
78,233
(19)
60,610
(15)
Trade receivables – net
Other receivables
Prepayments
78,214
8,000
1,750
60,595
7,883
1,720
87,964
70,198
Included in the other receivables balance is an amount of $8,000,000 (2011: $7,817,000) for value added tax
recoverable.
As at 31 December 2012, trade receivables of $66,025,000 (2011: $51,280,000) were fully performing.
Trade receivables that are less than 1 month past due are not considered impaired. The creation and release of
provision for impaired receivables have been included in ‘selling and distribution costs’ in the income statement.
Trade receivables of $12,187,000 (2011: 9,315,000) were past due but not impaired. These relate to a number of
independent customers for whom there is no recent history of default. The ageing analysis of trade receivables in
arrears is as follows:
Up to 1 month
11,055
9,315
Up to 2 months
1,132
--
As of 31 December 2012, trade receivables of $19,000 (2011: $15,000) were impaired and fully provided for. The
individually impaired receivables mainly relate to wholesalers, who are in unexpectedly difficult economic
situations. The ageing of these receivables is as follows:
Over 6 months
19
15
The carrying amounts of trade and other receivables are denominated in the following currencies:
Trinidad and Tobago dollars
United States dollars
56,895
31,069
44,566
25,632
87,964
70,198
year in Review
About Unilever
53
18 Trade and Other Receivables (continued)
Movements on the Company’s provision for impairment of trade receivables are as follows:
20122011
$’000$’000
At 1 January
Receivables written off during the year as uncollectible
Additions
15
--
4
39
(24)
--
At 31 December
19
15
The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable mentioned
above. The Company does not hold any collateral as security.
19 Related Party Transactions
The Company is controlled by Unilever Overseas Holdings AG (Incorporated in Switzerland) which owns 50.01% of
the Company’s shares, the remaining 49.99% are held widely.
The following transactions were carried out with related parties:
i) Sales to related companies
14,251
15,871
ii) Purchases from related companies
93,698
87,226
iii) Royalties and service fees charged to the Company
30,250
27,634
iv) Key management compensation:
Salaries and other short-term employee benefits
5,424
4,287
v) Year end balances arising from sales/purchases of goods/services,
royalties and service fees:
Due from related companies
1,253
2,854
23,519
19,054
26,244
26,244
Trade payables
Other payables and accruals
45,062
22,748
49,908
16,738
67,810
66,646
20 Share Capital
Authorised
An unlimited number of ordinary shares of no par value
Issued and fully paid
26,243,832 ordinary shares of no par value
21 Trade And Other Payables
54
22 Provisions For Other Liabilities
20122011
$’000$’000
At 1 January
Additional provisions
Unused amounts reversed
Used during the year
7,567
10,629
(1,378)
(1,794)
6,654
5,485
(1,659)
(2,913)
At 31 December
15,024
7,567
These provisions relate to employee benefits.
23 Bank Facilities
The Company has facilities with the following financial institutions:
• RBC Royal Bank (Trinidad and Tobago) Limited – overdraft facilities to a maximum of TT$12,000,000 (2011:
$12,580,000) on its TTD denominated accounts, with interest at the commercial prime rate of 7.5% (2011: 8%).
• Citibank (Trinidad and Tobago) Limited - Trade financing facility to a maximum of US$5,000,000 (2011: NIL).
-
Working capital financing facility to a maximum of US$2,500,000 (2011: US$7,500,000).
24 Contingent Liabilities
Custom bonds and other guarantees
8,000
5,510
The Company is defendant in various Industrial Relations matters. In the opinion of management, after taking
appropriate legal advice, the outcome of such actions will not give rise to any significant loss.
25 Capital And Lease Commitments
Capital Commitments
Authorised and contracted for and not provided for
in the financial statements
191
401
Not later than one year
Later than one year and not later than five years
8,640
3,058
8,068
2,352
11,698
10,420
Lease Commitments
The future aggregate minimum lease payments under the terms
of non-cancellable operating leases is $11,698,000 (2011: $10,420,000).
Lease payments recognised in the income statement amount to $8,635,000 (2011: $8,108,000).
year in Review
About Unilever
55
26 Financial Information By Segment
Management has determined the operating segments based on the reports reviewed by the management
committee that are used to make strategic decisions.
The Company is organised into two main business segments:
• Home and personal care – manufacture and sale of a range of laundry detergents, other household products
and a range of skin care, oral care and personal hygiene products.
• Foods – manufacture and sale of a wide range of general food items.
There are no sales or other transactions between the business segments.
26.1 Business
Turnover
Home and
Personal Care
Foods
Total
201220112012201120122011
$’000$’000$’000$’000$’000$’000
346,090
314,509
220,999
212,846
567,089
527,355
37,121
41,631
42,680
35,975
79,801
77,606
26.2 Geographical
Profit
Turnover
Total Assets
Before Tax
201220112012201120122011
$’000$’000$’000$’000$’000$’000
Trinidad and Tobago
Other
339,305
227,784
309,095
218,260
301,470
31,069
314,372
23,557
47,747
32,054
45,487
32,119
567,089
527,355
332,539
337,929
79,801
77,606
Property, plant and equipment and intangible asset of $80,669,000 (2011: 84,475,000) are located in Trinidad
and Tobago.
Other
This segment includes revenue and receivables from sales to other Caribbean countries including CARICOM,
Aruba and the Netherlands Antilles.
56
year in Review
About Unilever
57
NOTICE OF ANNUAL
MEETING
TO ALL SHAREHOLDERS
Notice is hereby given that the Eighty Fourth Annual General Meeting of Shareholders
of Unilever Caribbean Limited will be held in the Port of Spain ballroom of the Hyatt
Hotel, Wrightson Road, Port of Spain on Wednesday, 5 June 2013 at 2:00 p.m. for the
following purposes:
ORDINARY BUSINESS
1. To receive and consider the Report of the Directors and Auditors, and the Financial
Statements for the year ended 31 December 2012.
2. To sanction the final dividend for the year ended 31 December 2012.
3. To elect and re-elect Directors.
4. To appoint Auditors, PricewaterhouseCoopers, and authorise the Directors to fix
their remuneration for the ensuing year.
By order of the Board
Ricardo Williams
Secretary
NOTES:
1. No service contracts were entered into between the company and any of its
Directors.
2. The Transfer Book and Register of Members will be closed on 10 and 11 June
2013 for payment of dividend on 20 June 2013 to all shareholders whose names
appear on the Register of Members as at the close of business on Friday, 7 June
2013.
2. A member of the company entitled to attend and vote is entitled to appoint one or
more proxies to attend and, on a poll, to vote instead of him. A proxy need not also
be a member of the company.
MANAGEMENT
PROXY CIRCULAR
For the year ended 31 December 2012
REPUBLIC OF TRINIDAD & TOBAGO
THE COMPANIES ACT, 1995
(Section 144)
1. Name of Company: UNILEVER CARIBBEAN LIMITED
2. Company No. U 464 ( C )
3. Particulars of Meeting:
Eighty Fourth Annual General Meeting of Shareholders of Unilever Caribbean Limited to be held on
Wednesday, 5 June 2013 in the Port of Spain ballroom of the Hyatt Hotel, Wrightson Road, Port of Spain
2.Solicitation:
It is intended to vote the Proxy hereby solicited by the Management of the Company (unless the Shareholder
directs otherwise) in favour of all resolutions specified in the Proxy Form sent to the shareholders with
this circular, and, in the absence of a specific direction, in the discretion of the Proxy holder in respect of
any other resolution.
3. Any Director’s statement submitted pursuant to Section 76 (2):
No statement has been received from any Director pursuant to Section 76 (2) of the Companies Act, 1995.
4. Any Auditor’s statement submitted pursuant to Section 171 (1):
No proposal has been received from the Auditors of the Company pursuant to Section 171 (1) of the
Companies Act, 1995.
5. Any Shareholder’s proposal and/or statement submitted pursuant to Section 116 (a) and 117 (2):
No proposal has been received from any shareholder pursuant to Section 116 (a) and 117 (2) of the
Companies Act, 1995.
Date
21 March 2013
Name and Title
Ricardo Williams, Secretary
Signature
year in Review
About Unilever
59
Proxy Form
Name of Company:
UNILEVER CARIBBEAN LIMITED Company No. U 464 (C)
I/We (Block Capitals, please)
being a member/members of the above Company, hereby appoint Mr. Gary Voss, or failing him, Mr. Ricardo
Williams, Directors of the Company, or Mr/Ms
to be my/our proxy
to vote for me/us on my/our behalf as indicated below on the Resolutions to be proposed at the Annual General
Meeting of the Company to be held on Wednesday, 5 June 2013. As witness my hand this
day of
2013.
Signature of Shareholder/s
Please indicate with an ‘X’ in the spaces below how you wish your proxy to vote on the Resolutions referred to. If no such indication is given, the proxy will exercise his discretion as to how he votes or whether he abstains
from voting.
ForAgainst
Resolution 1:
To receive and consider the Audited Financial Statements of the Company for
the year ended 31 December 2012, together with the Reports of the Directors
and the Auditors thereon.
Resolution 2:
To sanction the final dividend for the year ended 31 December 2012.
Resolution 3:
To elect Directors according to the following schedule:-
In accordance with Section 4.3.2. of the Company Bye-Laws, whereby
directors so appointed shall hold office only until the next following general
meeting, Mr. Tim Kleinebenne, being eligible, offers himself for election
until the close of the next third Annual Meeting.
In accordance with Section 4.4.1 of Bye Laws No. 1, whereby directors shall
retire in rotation, Mr. Ricardo Williams retires and, being eligible, offers
himself for re-election until the close of the next third Annual Meeting.
In accordance with Section 4.4.1 of Bye Laws No. 1, whereby directors shall
retire in rotation, Ms. Jacqueline Quamina retires and, being eligible, offers
herself for re-election until the close of the next third Annual Meeting.
Resolution 4: To appoint Auditors, PricewaterhouseCoopers, and authorise the Directors
to fix their remuneration.
60
PROXY FORM continued
NOTES:
1. If it is desired to appoint a proxy other than the named Directors, the
necessary deletions must be made and initialled and the name inserted
in the space provided.
2. If the appointor is a corporation, this form must be under the hand of
some officer or attorney duly authorised in that behalf.
3. In the case of joint holders, the signatures of all holders are required.
4.
To be valid, the form must be completed and deposited at the office of the
Secretary of the Company not less than 48 hours before the time fixed for
holding the meeting or adjourned meeting.
Mail to:
The Secretary Unilever Caribbean Limited
Box 295
Port of Spain
Or deposit to: The Secretary
Eastern Main Road
CHAMPS FLEURS
Operating Margin & Return on
Capital Employed (Percent)
Earnings & Dividends Per Share (cents)
¢197
¢142
¢93
2008
¢158
¢105
2009
¢132
¢226
¢227
¢154
¢155
33%
12%
2010
2011
E.P.S.
D.P.S.
2012
2008
33%
12%
2009
ROCE
36%
14%
32%
15%
2010
2011
Operating Margin
35%
14%
2012
FIVE - YEAR FINANCIAL REVIEW
Operating performance
Turnover (TT$000)
Earnings before interest and tax (TT$000)
Profit before Taxation (TT$000)
Taxation (TT$000)
Profit after Taxation (TT$000)
Return on Stockholders’ Equity (%)
Return on Capital Employed (%)
Operating Margin (%)
Liquidity Indicators
Current Ratio
Net Current Assets (TT$000)
Capital Structure and Long Term Solvency Ratios
Share Capital (TT$000)
Capital Reserves (TT$000)
Dividends (TT$000)
Special Dividend (TT$000)
Retained Earnings (TT$000)
Total Stockholders’ Funds (TT$000)
Total Liabilities (TT$000)
Capital Employed (TT$000)
Earnings and Dividends
EPS (cents)
DPS (cents)
Special Dividend (cents)
Market indicators
Price earnings ratio
Dividend cover
Dividend yield (%)
Share price at 31 December (TT$)
Net asset value per share unit (TT$)
2012
2011
2010
2009
2008
567,089 527,355
79,763 77,788
79,801 77,606
20,292 18,360
59,509 59,246
33.9%
31.3%
35.3%
32.4%
14.1%
14.8%
495,150
70,331
69,672
18,020
51,652
34.3%
35.8%
14.2%
487,153
57,063
55,314
13,830
41,484
32.6%
32.6%
11.7%
461,934
53,552
50,081
12,791
37,290
33.7%
33.3%
11.6%
1.8
81,969
1.9
90,445
1.6
62,492
1.3
34,570
1.1
16,912
26,244
35,284
40,678
32,805
114,145
175,673
156,866
226,053
26,244
35,284
40,416
127,856
189,384
148,545
240,256
26,244
21,294
34,642
103,252
150,790
148,792
196,545
26,244
21,294
27,556
79,681
127,219
175,038
175,105
26,244
21,294
24,407
63,129
110,667
191,111
161,021
227
155
125
226
154
-
197
132
-
158
105
-
142
93
-
20.77
1.46
3.29
47.15
6.69
14.39
1.47
4.73
32.53
7.22
11.45
1.49
5.85
22.55
5.75
10.60
1.50
6.27
16.75
4.85
14.07
1.53
4.65
19.98
4.22
Corporate Information
Directors:
Gary N. Voss
Tim Kleinebenne
Roxane E. de Freitas
Seamus Clarke
Melvin Hernandez
Jacqueline Quamina
Livio Vicco
Ricardo Williams
Secretary:
Ricardo Williams
Registered Office:
Eastern Main Road
Champs Fleurs
Telephone: (868) 663-1787
Facsimile: (868) 662-1780
Registrar and Transfer Office:
RBC Trust (Trinidad & Tobago) Limited
Level 8
55 Independence Square
Port of Spain
Telephone: (868) 625-7288
ext. 4817- 20
Auditors:
PricewaterhouseCoopers
11-13 Victoria Avenue
Port of Spain
Bankers:
RBC Royal Bank (Trinidad & Tobago) Limited
31 Eastern Main Road
San Juan
Scotiabank Trinidad & Tobago Limited
Park & Richmond Streets
Port of Spain
Citibank (Trinidad & Tobago) Limited
12 Queen’s Park East
Port of Spain
Attorneys:
J.D. Sellier & Company
129-131 Abercromby Street
Port of Spain
Audit Committee:
Seamus Clarke, Chairman
Tim Kleinebenne
Gary N.Voss
www.unilevercaribbean.com
This report is printed on FSC and PEFC approved, acid-free paper.

Annual Report of Unilever Caribbean Limited 2012

Transcription

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